Proposal Stipulations Clause Samples

Proposal Stipulations. The offer expressed or implied in this proposal will be valid until 30 September 2008. This document is for the purpose of establishing a clear understanding of the work requested by NuPathe. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Drive • Birmingham, AL 35211 • Phone: ▇▇▇ ▇▇▇ ▇▇▇▇ • Facsimile: ▇▇▇ ▇▇▇ ▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ It is anticipated that the work described in this proposal will be performed under the terms of the Feasibility Evaluation Agreement. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Drive • Birmingham, AL 35211 • Phone: ▇▇▇ ▇▇▇ ▇▇▇▇ • Facsimile: ▇▇▇ ▇▇▇ ▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

Proposal Stipulations. The offers expressed or implied in this proposal will be valid until 30 April 2007. This document is for the purpose of establishing a clear understanding of our potential relationship only. It does not constitute a legal agreement. Until the appropriate project initiation document is executed, no terms or conditions within this document should be construed as any firm offer or commitment, nor should this document be construed as a constraint to preclude or limit concurrent discussions with other parties regarding substantially identical, similar, or related subject matter. If this proposal is agreeable, please contact [**] to arrange for preparation of the appropriate Research Agreement. This term sheet is [**] and reflects their intent to negotiate a definitive License Agreement with terms and conditions substantially equivalent to those in this term sheet. NuPathe, Inc. (“NuPathe”) Brookwood Pharmaceuticals, Inc. (“Brookwood”) To conclude a definitive License Agreement (the “License Agreement”) between Brookwood and NuPathe with respect to Brookwood’s interest in Research Inventions and Brookwood’s Technology related to the Product. The Agreement while including the terms agreed upon in the Term Sheet will incorporate additional and more detailed terms and conditions to be negotiated between parties.

Proposal Stipulations. The offer expressed or implied in this proposal will be valid until 21 December 2007. This document is for the purpose of establishing a clear understanding of the work requested by NuPathe. It is anticipated that the work described in this proposal will be performed under the terms of the Feasibility Evaluation Agreement. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Drive • Birmingham, AL 35211 • Phone: ▇▇▇ ▇▇▇ ▇▇▇▇ • Facsimile: ▇▇▇ ▇▇▇ ▇▇▇▇ • ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ This ADDENDUM NUMBER TWO is issued pursuant to Paragraph 13(d) of the FEASIBILITY EVALUATION AGREEMENT (“AGREEMENT”) between BROOKWOOD PHARMACEUTICALS, INC. (“BROOKWOOD”) and NUPATHE, INC. (“NUPATHE”) that became effective on March 19, 2007. Now, therefore, in consideration of the mutual promises and covenants herein contained, NUPATHE and BROOKWOOD hereby agree to amend the AGREEMENT as follows:

Proposal Stipulations. The offers expressed or implied in this proposal will be valid until 31 January 2008. This document is for the purpose of establishing a clear understanding of our potential relationship only. It does not constitute a legal agreement. Until the appropriate project initiation document is executed, no terms or conditions within this document should be construed as any firm offer or commitment, nor should this document be construed as a constraint to preclude or limit concurrent discussions with other parties regarding substantially identical, similar, or related subject matter. If this proposal is agreeable, please contact Mr. ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President and General Manager (205-917-2295), or ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇, Senior Director of Licensing & Strategic Affairs (205-917-2270), to complete the necessary contract to initiate the project.