X0304 4 2011-04-04 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 34650709 I See footnote Warrants to Purchase Common Stock .1888 2006-10-12 2011-04-12 Common Stock 206899 206899 I See footnote Warrants to Purchase Common Stock .1888 2006-12-27 2011-12-27 Common Stock 384766 384766 I See footnote Warrants to Purchase Common Stock .1888 2008-12-01 2013-05-30 Common Stock 3000000 3000000 I See footnote Warrants to Purchase Common Stock .1888 2009-04-17 2013-10-17 Common Stock 6446809 6446809 I See footnote Series A Warrants to Purchase Common Stock .0354 2011-04-04 5 J 0 14696117 0 A 2010-03-31 2015-03-31 Common Stock 14696117 17120360 I See footnote Of such total shares: 23,653,314 are owned by ProQuest Investments III, L.P. ("Investments III"), of which ProQuest Associates III LLC ("Associates III") is the general partner; 10,852,852 are owned by ProQuest Investments II, L.P. ("Investments II"), of which ProQuest Associates II LLC ("Associates II") is the general partner; and 144,543 are owned 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. All of such new shares were acquired by Associates II. 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. 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. 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. Such warrants are owned by Investments II. Investements II acquired the additional warrants at no cost upon the triggering of antidilution rights on the existing warrants. 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. /s/ Pasquale DeAngelis 2012-02-13