UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 16, 2012 NOVADEL PHARMA INC. (Exact Name of Registrant as Specified in Its Charter)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 30, 2012

NOVADEL PHARMA INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-32177

22-2407152

(State or other jurisdiction

of incorporation or organization)

(Commission File No.)

(I.R.S. Employer

Identification No.)

1200 Route 22 East, Suite 2000 ~~Bridgewater, NJ 08807 (Address of principal executive offices) (Zip Code)~~

~~(908) 203-4640 (Registrant’s telephone number~~Bridgewater, ~~including~~NJ ~~area code)~~08807

~~N/A~~ (~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address,~~offices) ~~if changed since last report~~(Zip Code)

(908) 203-4640

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.02. ~~Termination~~Departure of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~As previously~~On ~~disclosed,~~January ~~on July 31~~30, ~~2007~~2012, NovaDel Pharma Inc., ~~a Delaware corporation~~ (the “Company”), ~~entered~~provided ~~into~~Dr. anDavid ~~Amended~~H. ~~and~~Bergstrom, ~~Restated~~the ~~License~~Company’s ~~and Development~~Senior ~~Agreement~~Vice ~~(the~~President ~~“License~~ and ~~Development~~Chief ~~Agreement”) with Talon~~Operating ~~Therapeutics~~Officer, ~~Inc.~~with ~~(formerly Hana Biosciences, Inc.),~~ a ~~Delaware~~notice ~~corporation (“Talon”),~~of ~~and~~termination aof ~~Product~~his ~~Development~~employment ~~and~~with ~~Commercialization Sublicense Agreement (~~the ~~“Product~~Company ~~Development~~effective ~~Agreement”~~January 31, ~~and~~2012. ~~together~~Dr. ~~with~~Bergstrom’s ~~the License and~~departure ~~Development~~constitutes ~~Agreement,~~a ~~the~~termination without “~~Agreements~~Cause”) ~~with~~as ~~Talon~~defined ~~and~~under ~~Par~~the ~~Pharmaceutical Companies,~~employment ~~Inc.~~agreement, adated ~~Delaware~~December ~~corporation (“Par”)~~4, ~~pursuant~~2006 toas ~~which Talon~~amended ~~granted~~from atime ~~non-transferable, non-sublicenseable, royalty-bearing, exclusive sublicense~~ to ~~Par~~time ~~to develop and commercialize the Company’s oral spray version of ondansetron~~ (the “~~Product~~Employment Agreement”), abetween ~~leading~~the ~~anti-emetic~~Company ~~for preventing chemotherapy-induced nausea~~ and ~~vomiting~~Dr. Bergstrom.

~~Pursuant to~~The ~~the~~Employment ~~Agreements,~~Agreement is ~~Par~~attached ~~was~~as ~~responsible~~Exhibit ~~for~~10.1 ~~all~~to ~~development,~~the ~~regulatory, manufacturing~~Company’s ~~and~~Current ~~commercialization~~Report ~~activities~~on ~~for~~Form ~~the~~8-K ~~Product~~filed inwith the ~~United States~~Securities and ~~Canada.~~Exchange ~~As consideration for~~Commission ~~the~~on ~~license~~December ~~and~~8, ~~sublicense~~2006, ~~Talon~~as ~~was~~amended ~~entitled~~by tothe ~~certain~~Amendment ~~milestone~~to ~~payments from~~the ~~Par~~Employment ~~upon~~Agreement, ~~achievement~~dated ofJuly ~~certain~~5, ~~developmental~~2011, ~~and~~between ~~commercialization events. Talon was also entitled to certain royalty payments from Par based on~~ the ~~annual~~Company ~~net~~and ~~sales~~Dr. ~~of the Product~~Bergstrom, which ~~royalty~~is ~~payments~~attached ~~were~~as toExhibit be10.1 ~~passed through directly~~ to the Company.’s ~~However,~~Current inReport ~~November~~on ~~2008,~~Form ~~Par~~8-K ~~announced~~filed ~~it had~~with ~~completed bioequivalency studies on~~ the ~~Product~~Securities ~~with mixed results,~~ and ~~that~~ itExchange ~~had ceased development of the Product.~~Commission Noon ~~royalty~~July or8, ~~milestone payments were made under the Agreements~~2011.

~~On January~~SIGNATURES 16, 2012, the Company and Talon entered into an agreement terminating the License and Development Agreement (the “License and Development Termination Agreement”), pursuant to which the License and Development Agreement was terminated and Talon is entitled to certain royalties calculated as a percentage in the range of high teens or low twenties of amounts paid to the Company in connection with the Product on or before December 31, 2017. The Company has not incurred any early termination penalties under the License and Development Agreement.

~~Additionally, on~~Pursuant ~~January~~to ~~16, 2012,~~ the ~~Company, Talon and Par entered into an agreement~~requirements ~~terminating~~of the ~~Product~~Securities ~~Development~~Exchange ~~Agreement~~Act ~~(the~~of ~~“Product Development Termination Agreement”~~1934, ~~and together with~~ the ~~License~~registrant ~~and~~has ~~Development Termination~~duly ~~Agreement,~~caused ~~the~~this ~~“Termination~~report ~~Agreements”), whereby each party agreed~~ to ~~terminate~~be ~~the~~signed ~~Product~~on ~~Development~~its ~~Agreement.~~behalf ~~The~~by ~~Company~~the ~~has not incurred any early termination penalties and~~undersigned ~~there~~hereunto ~~are~~duly ~~no further obligations outstanding under the Product Development Agreement~~authorized.

~~The foregoing~~NovaDel isPharma aInc. ~~summary~~By: of/s/ ~~the~~STEVEN ~~material~~B. ~~terms~~RATOFF ofName: ~~the~~Steven ~~License and Development Termination Agreement and the Product Development Termination Agreement and does not purport to be complete~~B. ~~You should~~Ratoff ~~read~~Title: ~~the~~President, ~~complete~~Chief ~~License~~Executive ~~and~~Officer, ~~Development~~Interim ~~Termination~~Chief ~~Agreement~~Financial ~~which shall~~Officer ~~be attached as an exhibit to the Company’s next Annual Report on Form 10-K~~ and ~~the complete Product Development Termination Agreement which is attached hereto as Exhibit 10.1.~~Secretary

~~On January~~Date: ~~20,~~February ~~2012~~1, ~~the Company issued a press release announcing the Termination Agreements. A copy of this press release is furnished as Exhibit 99.1.~~2012

Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits
	Exhibit No.	Description
	10.1	Termination Agreement and Mutual Release, dated as of January 16, 2012, among NovaDel Pharma Inc., Talon Therapeutics, Inc. and Par Pharmaceutical Companies, Inc.
	99.1	Press Release of NovaDel Pharma Inc. dated January 20, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NovaDel Pharma Inc. By: /s/ STEVEN B. RATOFF Name: Steven B. Ratoff Title: President, Chief Executive Officer and Interim Chief Financial Officer

Date: January 20, 2012

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