0001193125-06-117315 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 22nd, 2006 • Biodelivery Sciences International Inc • 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.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 22nd, 2006 • Biodelivery Sciences International Inc • 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”).

Contract
Security Agreement • May 22nd, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York

AMENDMENT NO. 1 dated as of May 16, 2006 to that certain Security Agreement dated as of February 15, 2006 between BioDelivery Sciences International, Inc. (“BDSI”), Arius Pharmaceuticals, Inc., a wholly-owned subsidiary of BDSI (“Arius”, and together with BDSI, the “Company”) (“BDSI”) and CDC IV, LLC, a Delaware limited liability company (“CDC”) (as the same may be amended, supplemented or otherwise modified, the “Security Agreement”).

Contract
Clinical Development and License Agreement • May 22nd, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York

AMENDMENT NO. 2 dated as of May 16, 2006 to that certain Clinical Development and License Agreement dated as of July 14, 2005 between BioDelivery Sciences International, Inc (“BDSI”), Arius Pharmaceuticals, Inc., a wholly-owned subsidiary of BDSI (“Arius”, and together with BDSI, the “Company”) and CDC IV, LLC, a Delaware limited liability company and assignee of Clinical Development Capital LLC (“CDC”) (as the same may be amended, supplemented or otherwise modified, the “Development Agreement”).

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