CDC Iv LLC Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2007 • CDC Iv LLC • Pharmaceutical preparations • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 12, 2007, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and CDC IV, LLC (“CDC”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 12th, 2006 • CDC Iv LLC • Pharmaceutical preparations • New York

This Securities Purchase Agreement, dated on and as of the date set forth on the signature page hereto (this “Agreement”), is made between BioDelivery Sciences International, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and CDC IV, LLC, a limited liability company organized under the laws of the State of Delaware (the “Purchaser”) and any assignee of Purchaser who becomes a party hereto.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 12th, 2006 • CDC Iv LLC • Pharmaceutical preparations • New York

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of May 16, 2006, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”) and CDC IV, LLC, a Delaware limited liability company (the “Purchaser”).

AMENDED AND RESTATED WARRANT
License Agreement • June 12th, 2006 • CDC Iv LLC • Pharmaceutical preparations • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. The securities represented hereby may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144(k), or (iii) the company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933 or qualification under applicable state securities laws.

Contract
Common Stock Purchase Warrant • March 16th, 2007 • CDC Iv LLC • Pharmaceutical preparations • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIODELIVERY SCIENCES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 16th, 2007 • CDC Iv LLC • Pharmaceutical preparations • New York
NOTICE OF BREACH AND TERMINATION
Notice of Breach and Termination • September 1st, 2006 • CDC Iv LLC • Pharmaceutical preparations

We make reference to the Clinical Development and License Agreement dated as of July 14, 2005 among BioDelivery Sciences International, Inc. (“BDSI”), Clinical Development Capital LLC (together with its successors and assigns, “CDC”), and Arius Pharmaceuticals, Inc. (such agreement, as amended, the “CDLA”).

AMENDMENT TO CLINICAL DEVELOPMENT AND LICENSE AGREEMENT
Development and License Agreement • March 16th, 2007 • CDC Iv LLC • Pharmaceutical preparations • New York

This Amendment (this “Amendment”) to the Clinical Development and License Agreement, dated as of July 14, 2005 (as amended from time to time, the “CDC License”), is dated as of March 12, 2007, by and among CDC IV, LLC (“CDC”), BioDelivery Sciences International, Inc. (“BioDelivery”), Arius Pharmaceuticals, Inc., a wholly-owned subsidiary of BioDelivery (“Arius”) and Arius Two, Inc., a wholly-owned subsidiary of BioDelivery (“Arius Two” and together with Arius and BioDelivery, collectively, the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the CDC License.

DISPUTE RESOLUTION AGREEMENT
Dispute Resolution Agreement • March 16th, 2007 • CDC Iv LLC • Pharmaceutical preparations

This DISPUTE RESOLUTION AGREEMENT is made this 12th day of March 2007 (“Agreement”) by and between BioDelivery Sciences International, Inc. (“BDSI”) and CDC IV, LLC (“CDC”).

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