EMEZINE SETTLEMENT AGREEMENTEmezine Settlement Agreement • December 31st, 2009 • Biodelivery Sciences International Inc • Pharmaceutical preparations • North Carolina
EMEZINE SETTLEMENT AGREEMENT (this “Agreement”) dated as of December 30, 2009 (the “Execution Date”) between BioDelivery Sciences International, Inc., a Delaware corporation (“Parent”), Arius Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Arius”; with Parent, “BDSI”), Accentia Biopharmaceuticals, Inc., a Florida corporation (“ABPI”), TEAMM Pharmaceuticals, Inc., a Florida corporation and wholly-owned subsidiary of ABPI (d/b/a Accentia Pharmaceuticals; “ABPI Sub”; with ABPI, “Accentia”). Arius, Parent, ABPI and ABPI Sub are each a “Party” to this Agreement (collectively, the “Parties”).
ESCROW AGREEMENTEscrow Agreement • December 31st, 2009 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This ESCROW AGREEMENT (“Agreement”) made this day of December, 2009 by and among BioDelivery Sciences International, Inc. a Delaware corporation, (“BDSI”) Arius Pharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of BDSI (“Arius” and together with BDSI, “Company”), Accentia Biopharmaceuticals, Inc. a Florida corporation (“ABPI”), TEAMM Pharmaceuticals, Inc., a Florida corporation and wholly-owned subsidiary of ABPI, (“TEAMM” and together with ABPI, “Accentia”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a financial institution chartered under the laws of the State of New York (the “Escrow Agent”).
ContractBiodelivery Sciences International Inc • December 31st, 2009 • Pharmaceutical preparations • Florida
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 ACCENTIA BIOPHARMACEUTICALS, INC. AND BIOVEST INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
