0001144204-08-018580 Sample Contracts

JOINT VENTURE AGREEMENT
Joint Venture Agreement • March 31st, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS JOINT VENTURE AGREEMENT (this “Agreement”) is entered into as of January 31, 2008 by and between Manhattan Pharmaceuticals, Inc., a Delaware corporation (“MHA”) and Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership (“Nordic”).

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ASSIGNMENT AND CONTRIBUTION AGREEMENT
Assignment and Contribution Agreement • March 31st, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS ASSIGNMENT AND CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into effective as of February 25, 2008, by and between Manhattan Pharmaceuticals, Inc., a Delaware corporation (“MHA”), Hedrin Pharmaceuticals K/S, a Danish limited liability partnership (“Newco”) and, for the purposes of Article 6 only, Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership (“Nordic”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • March 31st, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is entered into by and among ALAN G. HARRIS, M.D., Ph.D. (“Harris”), with an address at 190 East 72nd Street, Apt. 26B, New York, NY 10021 and MANHATTAN PHARMACEUTICALS, INC. (the “Employer”), with its principal executive offices located at 810 Seventh Avenue, 4th floor, New York, New York 10019, and together with its parents, divisions, affiliates, and subsidiaries and their respective officers, directors, employees, shareholders, members, partners, plan administrators, attorneys, and agents, as well as any predecessors, future successors or assigns or estates of any of the foregoing (collectively referred to herein as the “Company”).

AMENDMENT TO EMPLOYMENT AGREEMENT BY AND BETWEEN MANHATTAN PHARMACEUTICALS, INC. AND DOUGLAS ABEL
Employment Agreement • March 31st, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • New York

This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into as of March 28, 2008, by and between Manhattan Pharmaceuticals, Inc. (the "Company") and Douglas Abel (the "Executive").

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