0001104659-07-020059 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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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
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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