GUARANTYGuaranty • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS GUARANTY (“Guaranty”), dated as of August 2, 2006, is made by BioDelivery Sciences International, Inc., a Delaware corporation (“Guarantor”), in favor of QLT USA, Inc., a Delaware corporation (“Lender”).
SECURED PROMISSORY NOTEBiodelivery Sciences International Inc • August 9th, 2006 • Pharmaceutical preparations
This Note has been executed and delivered pursuant to, and in accordance with the terms and conditions of, the Intellectual Property Assignment Agreement, dated August 2, 2006, by and between Borrower and Lender (the “Transfer Agreement”) and is subject to the terms and conditions of the Transfer Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used in this Note without definition shall have the respective meanings set forth in the Transfer Agreement.
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT between QLT USA, INC. AND ARIUS TWO, INC.Intellectual Property Assignment Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This Intellectual Property Assignment Agreement (the “Agreement“) is made as of August 2, 2006 (the “Effective Date“) by and between QLT USA, Inc. (formerly Atrix Laboratories, Inc.), a Delaware corporation with its principal office at 2579 Midpoint Drive, Fort Collins, CO 80525-4417 (“Seller“), and Arius Two, Inc., a Delaware corporation with a mailing address at P.O. Box 14601, Research Triangle Park, NC 27709 (“Buyer“). Seller and Buyer are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
BEMA ACQUISITION CONSENT, AMENDMENT, AND WAIVERBiodelivery Sciences International Inc • August 9th, 2006 • Pharmaceutical preparations • New York
This BEMA ACQUISITION CONSENT, AMENDMENT, AND WAIVER (the “Consent”) is entered this August 2, 2006 (the “Consent Date”) by BioDelivery Sciences International, Inc. (“BDSI”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc. (“Arius”), BDSI’s wholly-owned subsidiary Arius Two, Inc. (“Arius Two”), and CDC IV, LLC (“CDC”)
PRINCETON, NEW JERSEY 08542Letter Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
Reference is hereby made to that certain Clinical Development and License Agreement (as amended, the “CDC License”), dated as of July 14, 2005 among CDC (as successor in interest to Clinical Development Capital LLC), BioDelivery and Arius. Pursuant to the terms of the CDC License, BioDelivery, Arius and Arius Two have requested that CDC consent to, among other things, (i) the acquisition by Arius Two of certain assets related to the BEMA Fentanyl product from QLT USA, Inc., and (ii) the amendment of the CDC License in connection with such acquisition and the subsequent license of certain rights with respect to such assets by Arius to Meda AB; in each case pursuant to the terms of (A) that certain Sublicensing Consent and Amendment, entered into as of the date hereof, by BDSI, Arius and CDC (the “Sublicensing Consent”) and (B) that certain BEMA Acquisition Consent, Amendment and Waiver, entered into as of the date hereof, by BDSI, Arius, Arius Two and CDC (the “Acquisition Consent” and
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of August 2, 2006, is entered into between Arius Two, Inc., a Delaware corporation (“Grantor”), which has a mailing address at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 25760, and QLT USA, Inc., a Delaware corporation (“Lender”), having its principal executive office at 2579 Midpoint Drive, Fort Collins, Colorado 80525.
August 2, 2006 Meda AB Box 906 Pipers vag 2A Solna, Sweden Attention: Anders Lonners, CEO Dear Anders:Biodelivery Sciences International Inc • August 9th, 2006 • Pharmaceutical preparations
This letter will confirm our agreement with Meda that neither BDSI, Arius nor Arius Two will take any action to terminate, by mutual agreement with a third party, any agreement which would cause a termination of Meda’s rights under the License and Development Agreement and each document, instrument, agreement, license and/or sublicense related thereto, unless provision is made for Meda’s rights under the License and Development Agreement to continue undisturbed.
SUBLICENSING CONSENTBiodelivery Sciences International Inc • August 9th, 2006 • Pharmaceutical preparations • North Carolina
This SUBLICENSING CONSENT (the “Consent”) is entered this August 2, 2006 (the “Consent Date”) by Arius Pharmaceuticals, Inc. (“Arius”) and Arius Two, Inc., “Arius Two”).
CONSENT AND WAIVER AGREEMENTConsent and Waiver Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS CONSENT AND WAIVER AGREEMENT (the “Consent”) is entered into as of the 2nd day of August, 2006, by and among Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), BioDelivery Sciences International, Inc., a Delaware corporation (“BDSI”), Arius Pharmaceuticals, Inc., a Delaware corporation (“Arius”) and Arius Two, Inc., a Delaware corporation (“A2”).
BEMA LICENSE AGREEMENTBema License Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • North Carolina
This BEMA License Agreement (the “Agreement”) is made as of August 2, 2006 (the “Effective Date”) by and between Arius Two, Inc., a Delaware corporation with its principal office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (“Arius Two”), and Arius Pharmaceuticals, Inc., a Delaware corporation with a mailing address at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (“Arius”). Arius Two and Arius are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
SECURITY AGREEMENTSecurity Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of August 2, 2006, is made between Arius Two, Inc., a Delaware corporation (“Debtor”) and QLT USA, Inc., a Delaware corporation (“Secured Party”).
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This License and Development Agreement (the “Agreement”) is made as of August 2, 2006 (the “Effective Date”) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (“Parent”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (“Arius”, and together with Parent, “BDSI”) and Meda AB, a Swedish corporation with its principal office at Pipers väg 2 A, SE-170 09, Solna, Sweden (“Meda”). BDSI and Meda are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
FIRST AMENDMENT AGREEMENTFirst Amendment Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • North Carolina
This FIRST AMENDMENT AGREEMENT (the “Amendment”) is entered this August 2, 2006 (the “First Amendment Date”) by Arius Two, Inc. (“Arius Two”) and Arius Pharmaceuticals, Inc. (“Arius”).
BEMA FENTANYL SUPPLY AGREEMENTBema Fentanyl Supply Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This BEMA Fentanyl Supply Agreement (the “Agreement”) is made as of August 2, 2006 (the “Effective Date”) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (“Parent”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (“Arius”, and together with Parent, “BDSI”), and Meda AB, a Swedish corporation with its principal office at Pipers väg 2 A, SE-170 09, Solna, Sweden (“Meda”). BDSI and Meda are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • August 9th, 2006 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Colorado
This SECOND AMENDMENT AGREEMENT (the “Amendment”) is entered this August 2, 2006 (the “Second Amendment Date”) by QLT USA, Inc. (formerly Atrix Laboratories, Inc.) (“QLT USA”), a Delaware corporation, and Arius Pharmaceuticals, Inc. (“Arius”).
