TRANSITION SERVICES AGREEMENT

EXHIBIT 10.2

TRANSITION SERVICES AGREEMENT

by and between

BENTLEY PHARMACEUTICALS, INC.

and

CPEX PHARMACEUTICALS, INC.

Dated as of June 13, 2008

TRANSITION SERVICES AGREEMENT

     THIS TRANSITION SERVICES AGREEMENT (this “ Agreement ”) is entered into as of June 13, 2008, by and between Bentley Pharmaceuticals, Inc., a Delaware corporation (“ Bentley ”), and CPEX Pharmaceuticals, Inc., a Delaware corporation (“ CPEX ”), each a “ Party ” and together, the “ Parties ”.

     WHEREAS, the Board of Directors of Bentley has determined that it is appropriate, desirable and in the best interests of Bentley and its stockholders to separate Bentley into two separate, independent and publicly traded companies;

     WHEREAS, to effect this separation the Parties entered into that certain Separation and Distribution Agreement dated as of the date hereof, as amended or otherwise modified from time to time (the “ Separation Agreement ”);

     WHEREAS, prior to the Distribution Date (as hereinafter defined), the CPEX Business (as hereinafter defined) will have received various support services from Bentley and its Subsidiaries (as hereinafter defined), and the Bentley Business (as hereinafter defined) will have received various support services from CPEX and its Subsidiaries;

     WHEREAS, the Parties have agreed to enter into this Agreement in order for Bentley to assist CPEX, and for CPEX to assist Bentley, each for a period from and after the Distribution Date, by providing to CPEX and Bentley, respectively, certain services and support not otherwise specified in the Separation Agreement or any other Ancillary Agreement (as hereinafter defined).

     NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and covenants hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

1. Definitions .

As used in this Agreement, the following capitalized terms shall have the following meanings:

     “ Additional Service ” shall have the meaning set forth in Section 2.7(b).

     “ Affiliate ” shall have the meaning set forth in the Separation Agreement.

     “ Agreement ” shall have the meaning set forth in the preamble hereof.

     “ Agreement Dispute ” shall have the meaning set forth in Section 12.

     “ Ancillary Agreement ” shall have the meaning set forth in the Separation Agreement.

     “ Bentley ” shall have the meaning set forth in the preamble hereof.

     “ Bentley Business ” shall have the meaning set forth in the Separation Agreement.

     “ Bentley Group ” shall have the meaning set forth in the Separation Agreement.

     “ Bentley Project Manager ” shall have the meaning set forth in Section 2.9.

     “ Bentley Services ” shall mean the enumerated services described on Schedule A attached hereto.

     “ Business ” shall mean the Bentley Business or the CPEX Business, as applicable.

     “ Business Day ” shall have the meaning set forth in the Separation Agreement.

     “ Confidential Information ” shall have the meaning set forth in the Separation Agreement.

     “ Contract ” shall have the meaning set forth in the Separation Agreement.

     “ CPEX ” shall have the meaning set forth in the preamble hereof.

     “ CPEX Business ” shall have the meaning set forth in the Separation Agreement.

     “ CPEX Group ” shall have the meaning set forth in the Separation Agreement.

     “ CPEX Project Manager ” shall have the meaning set forth in Section 2.9.

     “ CPEX Services ” shall mean the enumerated services described on Schedule B attached hereto.

     “ Default Interest Rate ” shall have the meaning set forth in Section 3.1(c).

     “ Delaware Courts ” shall have the meaning set forth in Section 15.16.

     “ Distribution ” shall have the meaning set forth in the Separation Agreement.

     “ Distribution Date ” shall have the meaning set forth in the Separation Agreement.

     “ Due Date ” shall have the meaning set forth in Section 3.1(b).

     “ Fee ” or “ Fees ” shall have the meaning set forth in Section 3.1(a).

     “ Force Majeure ” shall mean, with respect to a Party, an event beyond the reasonable control of such Party (or any Person acting on its behalf), which by its nature could not have been foreseen by such Party (or such Person), or, if it could have been foreseen, was unavoidable, and includes acts of God, storms, floods, earthquakes, hurricanes, riots, pandemics, fires, sabotage, strikes, lockouts, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism.

     “ Governmental Approvals ” shall mean any notices or reports to be submitted to, or other filings to be made with, or any consents, registrations, approvals, permits or authorizations to be obtained from, any Governmental Entity.

     “ Governmental Entity ” shall mean any nation or government, any state, municipality or other political subdivision thereof and any entity, body, agency, commission, department, board, bureau or court, whether domestic, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any official thereof.

     “ Group ” shall mean either the Bentley Group or the CPEX Group, as applicable.

     “ Law ” shall have the meaning set forth in the Separation Agreement.

     “ Liabilities ” shall mean any and all debts, liabilities, and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, reserved or unreserved, or determined or determinable of any kind or nature whatsoever, including those arising under any Law or Action, whether asserted or unasserted, or order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Entity, and those arising under any Contract or any fines, damages or equitable relief which may be imposed in connection with any of the foregoing and including all costs and expenses related thereto (including, without limitation, attorneys’ fees, interest, penalties and costs of investigation and preparation for defense).

     “ Omitted Service ” shall have the meaning set forth in Section 2.7(a).

     “ Party ” shall have the meaning set forth in the preamble hereof.

     “ Person ” shall mean any natural person, firm, individual, corporation, business trust, joint venture, association, company, limited liability company, partnership or other organization or entity, whether incorporated or unincorporated, or any Governmental Entity.

     “ Reimbursement Amount ” shall have the meaning set forth in Section 4.2.

     “ Schedules ” shall mean Schedule A and Schedule B attached hereto.

     “ Separation Agreement ” shall have the meaning set forth in the recitals hereto.

     “ Service ” shall mean any of the CPEX Services and the Bentley Services, as applicable.

     “ Service Provider ” shall mean Bentley with respect to the Bentley Services, and CPEX with respect to the CPEX Services.

     “ Service Recipient ” shall mean CPEX with respect to the Bentley Services, and Bentley with respect to the CPEX Services.

     “ Services Group ” shall mean any Services or group of Services identified on one of the Schedules for which Service or group of Services a single, separate Fee is specified on such Schedule.

     “ Services Term ” shall have the meaning set forth in Section 4.1.

     “ Subsidiary ” shall have the meaning set forth in the Separation Agreement.

2. Services .

     2.1 Scope of Services .

     (a) CPEX hereby retains Bentley to provide, and Bentley hereby agrees to provide, the Bentley Services to CPEX or any of its Subsidiaries, as designated by CPEX, during the relevant Services Term.

     (b) Bentley hereby retains CPEX to provide, and CPEX hereby agrees to provide, the CPEX Services to Bentley or any of its Subsidiaries, as designated by Bentley, during the relevant Services Term.

     (c) Notwithstanding anything to the contrary in this Agreement, (i) the Bentley Services shall be available to CPEX or any of its Subsidiaries only for the purposes of conducting the CPEX Business substantially in the same manner and places as it was conducted immediately prior to the Distribution Date; and (ii) the CPEX Services shall be available to Bentley or any of its Subsidiaries only for the purposes of conducting the Bentley Business substantially in the same manner and places as it was conducted immediately prior to the Distribution Date.

     2.2 Provision of Services . The Bentley Services may be directly provided by Bentley or may be provided through any of its Affiliates or subcontractors, and the CPEX Services may be directly provided by CPEX or may be provided through any of its Affiliates or subcontractors; provided , however , that the applicable Service Provider shall remain responsible, in accordance with this Services Agreement, for performance of any Service it causes to be so provided.

     2.3 No Assumption or Modification of Obligations . Nothing herein shall be deemed to (i) constitute the assumption by Service Provider or any of its Affiliates, or the agreement to assume, any duties, obligations or liabilities of Service Recipient or its Affiliates whatsoever; or (ii) alter, amend or otherwise modify any obligation of Bentley or CPEX under the Separation Agreement.

     2.4 Application of Resources . Unless otherwise expressly required under the terms of any relevant Schedule or the Separation Agreement, or otherwise agreed to by the Parties in writing, in providing the Services, Service Provider or its Affiliates shall not be obligated to: (i) expend funds and other resources beyond levels that would be customary and reasonable for any other nationally recognized service provider to perform services that are similar to the relevant Services; (ii) maintain the employment of any specific employee or subcontractor; (iii) purchase, lease or license any additional (measured as of the date hereof) equipment or materials (expressly excluding any renewal or extension of any leases or licenses required for Service Provider to

perform the relevant Services during the relevant Services Term); (iv) pay any of Service Recipient’s costs related to its or any of its Affiliates’ receipt of the Services; (v) lend any funds to a Service Recipient or its Affiliates; or (vi) make any payments or disbursements on behalf of Service Recipient, except to the extent Service Recipient has previously delivered to Service Provider sufficient funds to make any such payment or disbursement.

     2.5 Performance of Services . Subject to the other terms (i) in this Agreement setting forth and circumscribing Service Provider’s performance obligations hereunder (including in Sections 2.1, 2.2, 2.3, 2.4, 2.6, 2.7, 2.8 and 6), and (ii) in the relevant Schedules, each Service Provider shall perform, or cause the applicable members of its Group to perform, the Services required to be provided by it hereunder in a manner specifically described in the relevant Schedules, or, to the extent not so described in such Schedules, in a manner that is substantially the same in nature, accuracy, quality, completeness, timeliness, responsiveness and efficiency with how such relevant Services have been rendered to the CPEX Business by Bentley (or any of its Subsidiaries) prior to the Distribution Date, or to the Bentley Business by CPEX (or any of its Subsidiaries) prior to the Distribution Date, as the case may be. Notwithstanding the foregoing, it shall not be deemed to be a breach of this Agreement if the Service Provider fails to meet the standards required under this Section 2.5 because of the failure of the Service Recipient to cooperate with or provide information or services to the Service Provider as required under this Agreement.

     2.6 Transitional Nature of Services; Changes . The Parties acknowledge the transitional nature of the Services and agree that notwithstanding anything to the contrary herein, each Service Provider may make changes from time to time in the manner of performing the Services if such Service Provider is making similar changes in performing similar services for itself and/or its Subsidiaries; provided that Service Provider must provide Service Recipient with at least thirty (30) days prior written notice of such changes.

     2.7 Omitted Services; Additional Services; Extension of Services Terms .

     (a) Omitted Services . Within forty-five (45) days of the Distribution Date, if a Party identifies a service that the other Party (or a member of such other Party’s Group) previously provided to such first Party (or any of its Subsidiaries) prior to the Distribution Date, but such service was inadvertently omitted from inclusion in the Services to be received by such first Party under this Agreement (an “ Omitted Service ”), then, upon the prior written consent of the Party that would be Service Provider of such Omitted Service (which consent shall not be unreasonably conditioned, withheld or delayed), such Omitted Service shall be added and considered as part of the Services to be provided by such Service Provider. The Parties shall cooperate and act in good faith to reach agreement on the fees and other specific terms and conditions applicable to such Omitted Service, provided that if such Omitted Service is substantially similar to any other Service provided by Services Provider under this Agreement, such fees and other specific terms and conditions shall be substantially similar to the fees and other specific terms and conditions applicable to such other Services. Upon the Parties’ agreement on the fees and other specific terms and conditions applicable to an Omitted Service, the Parties shall execute an amendment to this Agreement that provides for the substitution of the relevant Schedule, or additions of supplements to the relevant Schedule, in order to describe such

Omitted Service and the agreement upon the related fees and other specific terms and conditions applicable thereto.

     (b)  Additional Services; Extension of Services Terms . In the event that the Parties identify and agree upon (i) an additional service to be provided under this Agreement (other than an Omitted Service), as well as the related fees and other specific terms and conditions applicable thereto (an “ Additional Service ”), or (ii) an extension of any particular Service Term for any Services Group, as well as the related fees and other specific terms and conditions applicable thereto, the Parties shall execute an amendment to this Agreement that provides for the substitution of the relevant Schedule, or additions of supplements to the relevant Schedule, in order to describe such Additional Service or extension, and the agreed upon related fees and other specific terms and conditions applicable thereto. It is understood that the Service Provider has no obligation to provide Additional Services and may reject any request by any Service Recipient for Additional Services for any reason or for no reason.

     2.8 Impracticability . Subject to the provisions of Section 2.10, Service Provider shall not be required to provide any Service to the extent: (A) that the performance of the Services would (i) require Service Provider or any of its Affiliates to violate any applicable Laws (including any applicable codes or standards of conduct established any Governmental Entity with respect to their activities subject to the jurisdiction of such Governmental Entity) or any internal policy reasonably adopted in order to comply with any applicable Laws; (ii) result in the breach of any software license, lease, or other Contract; or (iii) require prior approval of a Governmental Entity (except to the extent such approval has already been obtained); or (B) provided under Section 15.20.

     2.9 Project Managers . Bentley shall designate to CPEX at least one individual to whom all of CPEX’s communications may be addressed with respect to the Bentley Services and who has authority to act for and bind Bentley in all aspects with respect to the Bentley Services (the “ Bentley Project Manager ”). CPEX shall designate to Bentley at least one individual to whom all of Bentley’s communications may be addressed with respect to the CPEX Services and who has authority to act for and bind CPEX in all aspects with respect to the CPEX Services (the “ CPEX Project Manager ”). The initial Bentley Project Manager designated by Bentley shall be Richard Lindsay and the initial CPEX Project Manager designated by CPEX shall be Robert Hebert.

     2.10 Cooperation . In the event that there is nonperformance of any Service as a result of (i) a Force Majeure event described in Section 15.19, or (ii) impracticability pursuant to Section 2.8, the Parties agree to work together in good faith to arrange for an alternative means by which the applicable Service Recipient may obtain, at its sole cost and expense, the Service so affected. The Parties and the members of their respective Groups shall cooperate with each other in connection with the performance of the Services, including producing on a timely basis all Contracts, documents and other information that is reasonably requested with respect to the performance of Services; provided , however , that such cooperation shall not unreasonably disrupt the normal operations of the Parties and the members of their respective Groups; and provided , further , however the Party requesting cooperation shall pay all reasonable out-of-pocket costs and expenses incurred by the Party or any members of its Group furnishing such

requested cooperation, unless otherwise expressly provided in this Agreement or the Separation Agreement.

3. Pricing .

     3.1 Fees . In consideration of Services performed pursuant to this Agreement, the Parties shall pay the applicable fees (individually a “Fee” and collectively the “Fees”) as follows:

               (a) by Bentley to CPEX, a non-refundable fee, in the amount of $78,165 (seventy eight thousand, one hundred and sixty five dollars) to be paid on or prior to the Distribution Date, which amount shall be included in “cash and cash equivalents included in clause (ii)(a) of the definition of “CPEX Assets”; and

               (b) by CPEX to Bentley, the fee as specified in Schedule A, based upon the costs of the Bentley Services as consistent with the cost allocation methods used by Bentley immediately prior to the Distribution Date, which shall include a fair and reasonable allocation for the employees, facilities and other overhead.

In the event that the Service is terminated, the Fees payable will be apportioned based on the number of unpaid days as of the date that such Service is terminated.

     3.2 Payment Procedures. If Fees are payable pursuant to Section 3.1 (b):

               (a) Service Provider shall invoice Service Recipient on a monthly basis for all Fees accrued with respect to the prior month. Fees shall be payable by Service Recipient within thirty (30) days after Service Recipient’s receipt of an invoice (the “Due Date”). All amounts (i) payable pursuant to the terms of this Agreement shall be paid to Service Provider as directed by Service Provider, and (ii) due and payable hereunder shall be invoiced and paid in U.S. dollars, except as may be expressly provided in any relevant Schedule. A Service Recipient’s obligation to make any required payments under this Agreement shall not be subject to any unilateral right of offset, set-off, deduction or counterclaim, however arising. If any payment is not paid when due, the Service Provider shall have the right, without any liability to the Service Recipient, or anyone claiming by or through the Service Recipient, upon thirty (30) days’ notice, to cease providing such Services for which payment was not received, which right may be exercised by the Service Provider in its sole and absolute discretion.

               (b)  Interest. Subject to the provisions of Section 3.2, amounts not pai