X0303 4 2009-12-31 0001043873 NOVADEL PHARMA INC NVDL 0001033508 Moorin Jay C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 0001225149 SCHREIBER ALAIN C/O PROQUEST INVESTMENTS 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 0001306133 ProQuest Investments III, L.P. 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 0001306134 ProQuest Associates III LLC 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 0001143544 PROQUEST INVESTMENTS II LP 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 0001143319 PROQUEST INVESTMENTS II ADVISORS FUND LP 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 0001225107 PROQUEST ASSOCIATES II LLC 90 NASSAU STREET, 5TH FLOOR PRINCETON NJ 08542-4520 0 0 1 0 Common Stock 2009-12-31 4 C 0 23237083 .1574 A 29504653 I See Warrants to Purchase Common Stock .1888 2009-12-31 4 C 0 220726 0 D 2005-11-25 2010-05-26 Common Stock 220726 1394871 I See Warrants to Purchase Common Stock .1888 2006-10-12 2011-04-12 Common Stock 206899 206899 I See Warrants to Purchase Common Stock .1888 2006-12-27 2011-12-27 Common Stock 384766 384766 I See 10% Secured Convertible Notes .295 2009-12-31 4 C 0 2069074 0 D 2008-05-30 Common Stock 2069074 0 I See footnote Warrants to Purchase Common Stock .1888 2008-12-01 2013-05-30 Common Stock 3000000 3000000 I See footnote 10% Secured Convertible Notes .235 2009-12-31 4 C 0 10744681 0 D 2008-10-17 Common Stock 10744681 0 I See footnote Warrants to Purchase Common Stock .1888 2009-04-17 2013-10-17 Common Stock 6446809 6446809 I See footnote Of such new shares: 18,442,712 were acquired by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 4,681,667 were acquired by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 112,704 were acquired by ProQuest Investments II Advisors Fund, L.P. ("Advisors"), of which Associates II is the general partner. Jay Moorin and Alain Schreiber are managing members of Associates III and Associates II. Of such total shares: 23,417,138 are owned by Investments III; 5,944,414 are owned by Investments II; and 143,101 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. Of such warrants: 1,107,078 are owned by Investments III; 281,030 are owned by Investments II; and 6,763 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. Of such warrants: 164,210 are owned by Investments III; 41,684 are owned by Investments II; and 1,005 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. Of such warrants: 305,380 are owned by Investments III; 77,520 are owned by Investments II; and 1,866 are owned by Advisors. Each of the reporting persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. See footnote 9. Of such convertible notes: 1,642,165 were owned by Investments III; 416,873 were owned by Investments II; and 10,036 were owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. Of such warrants: 2,381,030 are owned by Investments III; 604,419 are owned by Investments II; and 14,551 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. See footnote 9. Of such convertible notes: 8,527,803 were owned by Investments III; 2,164,764 were owned by Investments II; and 52,114 were owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. Of such warrants: 5,116,683 are owned by Investments III; 1,298,858 are owned by Investments II; and 31,268 are owned by Advisors. Each of the Reporting Persons disclaims beneficial ownership of such securities except to the extent of each Reporting Person's pecuniary interest in such securities. On December 31, 2009, the Reporting Persons converted all outstanding 10% Secured Convertible Notes, together with accrued and unpaid interest, and certain outstanding promissory notes (which notes had been issued in satisfaction of liquidated damages) into an aggregate of 23,237,083 shares of common stock as set forth in Footnote 1. The price for all such conversions was $.1574. In addition, (i) warrants to purchase 220,726 shares of common stock were retired (see Footnote 2) and (ii) the exercise price of all remaining warrants owned by the Reporting Persons was reduced to $.1888. /s/ Pasquale De Angelis as Attorney-in-Fact 2010-01-05