0001144204-08-055979 Sample Contracts

OMNIBUS AMENDMENT TO JOINT VENTURE AGREEMENT AND ADDITIONAL AGREEMENTS
Joint Venture Agreement and Additional Agreements • October 3rd, 2008 • Manhattan Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS OMNIBUS AMENDMENT TO JOINT VENTURE AGREEMENT AND ADDITIONAL AGREEMENTS (this “Amendment”) is entered into as of June 9, 2008 by and among Manhattan Pharmaceuticals, Inc., a Delaware corporation (“MHA”), Hedrin Pharmaceuticals K/S, a Danish limited liability partnership (“Newco”), Hedrin Pharmaceuticals General Partner ApS, a Danish private limited company (“Hedrin GP”) and Nordic Biotech Venture Fund II K/S, a Danish limited liability partnership (“Nordic”).

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JOINT VENTURE AGREEMENT
Joint Venture Agreement • October 3rd, 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”).

Manhattan Pharmaceuticals, Inc.
Manhattan Pharmaceuticals Inc • October 3rd, 2008 • Pharmaceutical preparations

Manhattan Pharmaceuticals, Inc. (“Manhattan”) and Nordic Biotech Venture Fund II K/S (“Nordic”) are parties to that certain Joint Venture Agreement dated January 31, 2008, as amended (the “Joint Venture Agreement”), and the Registration Rights Agreement dated February 25, 2008 (the “Registration Rights Agreement”). For the purpose of clarifying with you certain issues that have arisen under the Registration Rights Agreement, we agree with you as follows:

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