0001193125-07-081899 Sample Contracts

Contract
Common Stock Purchase Warrant • April 17th, 2007 • Biodelivery Sciences International Inc • 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.

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SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 17th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York

This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is effective as of April 10, 2007, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (“Laurus”).

PROCESS DEVELOPMENT AGREEMENT
Process Development Agreement • April 17th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations

BioDelivery Sciences International, Inc., a corporation organized and existing under the laws of Delaware, having a principal place of business at 2501 Aerial Center Parkway, Suite 205 , Morrisville, NC 27560, U.S.A. (herein after called “BDSI”); and

FIFTH AMENDMENT (May Note)
Fifth Amendment • April 17th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York

This Fifth Amendment (this “Amendment”), effective as of April 10, 2007, is entered into by and between BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (“Laurus”), for the purpose of amending the terms of the Secured Convertible Term Note, dated May 31, 2005 (as amended, modified or supplemented from time to time, the “Term Note”), which Term Note was issued by the Company to Laurus pursuant to that certain Securities Purchase Agreement dated as of May 31, 2005 (as amended, modified or supplemented, the “Purchase Agreement”) and the Related Agreements (as such term is defined in the Purchase Agreement). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Term Note.

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