SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.3)1

BIODELIVERY SCIENCES INTERNATIONAL, INC.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

09060J106

(CUSIP Number)

David R. Ramsay

CDC IV, LLC

47 Hulfish Street, Suite 310

Princeton, New Jersey 08542

609-683-8300

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 12, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 09060J106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CDC IV, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 4,505,120
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 4,505,120
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,505,120 shares of common stock comprised of: (i) a warrant to purchase 601,120 shares of the Issuer’s common stock, issued in February 2006; (ii) 2,000,000 shares of the Issuer’s common stock and a warrant to purchase 904,000(1) shares of the Issuer’s common stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s common stock, issued March 2007.
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 27.4%
	14.	Type of Reporting Person (See Instructions) OO

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CUSIP No. . 09060J106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) CDC Operations LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 4,505,120
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 4,505,120
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,505,120 shares of common stock comprised of: (i) a warrant to purchase 601,120 shares of the Issuer’s common stock, issued in February 2006; (ii) 2,000,000 shares of the Issuer’s common stock and a warrant to purchase 904,000(1) shares of the Issuer’s common stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s common stock, issued March 2007.
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 27.4%
	14.	Type of Reporting Person (See Instructions) OO

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CUSIP No. 09060J106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David R. Ramsay
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 4,505,120
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 4,505,120
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,505,120 shares of common stock comprised of: (i) a warrant to purchase 601,120 shares of the Issuer’s common stock, issued in February 2006; (ii) 2,000,000 shares of the Issuer’s common stock and a warrant to purchase 904,000(1) shares of the Issuer’s common stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s common stock, issued March 2007.
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 27.4%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 09060J106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Argeris Karabelas
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 4,505,120
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 4,505,120
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,505,120 shares of common stock comprised of: (i) a warrant to purchase 601,120 shares of the Issuer’s common stock, issued in February 2006; (ii) 2,000,000 shares of the Issuer’s common stock and a warrant to purchase 904,000(1) shares of the Issuer’s common stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s common stock, issued March 2007.
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 27.4%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No. 09060J106
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jan Leschly
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) AF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0
			8.	Shared Voting Power 4,505,120
			9.	Sole Dispositive Power 0
			10.	Shared Dispositive Power 4,505,120
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,505,120 shares of common stock comprised of: (i) a warrant to purchase 601,120 shares of the Issuer’s common stock, issued in February 2006; (ii) 2,000,000 shares of the Issuer’s common stock and a warrant to purchase 904,000(1) shares of the Issuer’s common stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s common stock, issued March 2007.
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13.	Percent of Class Represented by Amount in Row (11) 27.4%
	14.	Type of Reporting Person (See Instructions) IN

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EXPLANATORY NOTE

This Amendment No. 3 to the Schedule 13D amends and supplements Items 3, 4, 5, 6 and 7 of the Schedule 13D, filed June 12, 2006, by CDC IV, LLC, a Delaware limited liability company (“CDC IV”) relating to the common stock, $0.001 par value per share (the “Common Stock”), of BioDelivery Sciences International, Inc., a Delaware corporation (the “Issuer”); Amendment No. 1 to the Schedule 13D, filed August 22, 2006, by CDC IV relating to the Common Stock of Issuer and Amendment No. 2 to the Schedule 13D, filed September 1, 2006, by CDC IV relating to the Common Stock of Issuer.

Item 3.        Source and Amount of Funds or Other Consideration

On March 12, 2007, CDC IV, as successor in interest to Clinical Development Capital LLC, entered into an amendment (the “Amendment”) to that certain Clinical Development and License Agreement, as amended, with Issuer, Arius Pharmaceuticals, Inc. and Arius Two, Inc. (the “Clinical Development and License Agreement”) and Dispute Resolution Agreement with Issuer (the “DRA”).  In connection therewith, on March 12, 2007 CDC IV also entered into a Subscription Agreement (the “Subscription Agreement”), with Issuer for the purchase of (i) an unsecured promissory note in the amount of $1,900,000 with an interest rate of 10.25% (the “Note”); and (ii) a warrant to purchase 1,000,000 shares of the Issuer’s Common Stock of Issuer at a price per share of $3.80 (the “Warrant”).  CDC IV paid $1,900,000 as consideration for the Note and Warrant, per the terms of the Subscription Agreement. Although the Subscription Agreement, and related transaction documents, were executed March 12, 2007, the transaction closed March 13, 2007.

Item 4.        Purpose of Transaction

CDC IV acquired the Note and Warrant referenced in Item 3 above in connection with the execution of the Amendment and DRA and solely for investment purposes.  Such investment is subject to the terms and conditions of the Subscription Agreement, the Note, the Warrant and the Registration Rights Agreement, dated as of March 12, 2007, by and between CDC IV and Issuer (the “Registration Rights Agreement”), which are each attached hereto as Exhibits I, Exhibit J, Exhibit K and Exhibit L, respectively, and are incorporated herein by reference.

Item 5.        Interest in Securities

a) As more fully described in Items 3 and 4 above, CDC IV is the beneficial owner of 4,505,120 shares of the Issuer’s common stock, consisting of (i) a warrant to purchase 601,120 shares of the Issuer’s Common Stock, issued in February 2006; (ii) 2,000,000 shares of the Issuer’s Common Stock and a warrant to purchase 904,000(1) shares of the Issuer’s Common Stock, issued in May 2006; and (iii) a warrant to purchase 1,000,000 shares of Issuer’s Common Stock, issued March 2007, representing 27.4% of the Issuer’s shares of Common Stock outstanding (based upon 13,938,146 shares of Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2006). As the manager of CDC IV, CDC Operations and David R. Ramsay, Argeris Karabelas and Jan Leschly, the Partners of CDC Operations, may be deemed the beneficial owner of the shares of the Issuer’s common stock held by CDC IV. CDC Operations and Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any

(1)This warrant was previously reported incorrectly by CDC IV, LLC as a warrant to purchase 940,000 shares of Issuer’s Common Stock.

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of Messrs. Ramsay, Karabelas and Leschly or CDC Operations is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(b) By virtue of its status as manager of CDC IV, CDC Operations and David R. Ramsay, Argenris Karabelos and Jan Leschly, as Partners of CDC Operations and the individuals with voting and dispositive power of the securities held by CDC IV, may be deemed to share voting and dispositive power with CDC IV with respect to the 4,505,120 shares of Issuer’s Common Stock held by CDC IV. CDC Operations and Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the securities and this report shall not be deemed an admission that any of Messrs. Ramsay, Karabelas and Leschly or CDC Operations is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of their pecuniary interest therein.

(c) During the past sixty days prior to the date hereof, neither CDC IV, CDC Operations, David R. Ramsay, Argeris Karabelas nor Jan Leschly, or, to the knowledge of each of the above, any executive officer, director or managing member of CDC IV or CDC Operating, has engaged in any transaction in the Issuer’s common stock.

(d) No person, other than CDC IV, CDC Operations, David R. Ramsay, Argeris Karabelas and Jan Leschly, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of common stock beneficially owned by CDC IV.

(e) Not applicable.

Item 6.        Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Items 3 and 4 above. Additionally, the following agreements are attached hereto and incorporated by reference:

A copy of the Subscription Agreement, dated as March 12, 2007, between the CDC IV and Issuer is attached hereto as Exhibit I.

A copy of the Promissory Note of Issuer in favor of CDC IV, dated as of March 12, 2007, is attached hereto as Exhibit J.

A copy of the Warrant made by Issuer in favor of CDC IV, dated March 12, 2007 is attached hereto as Exhibit K.

A copy of the Registration Rights Agreement, dated as of March 12, 2007, between Issuer and CDC IV is attached hereto as Exhibit L.

A copy of the Amendment to Clinical Development and License Agreement, dated as of March 12, 2007, among Issuer, CDC IV, Arius Pharmaceuticals, Inc. and Arius Two, Inc. is attached hereto as Exhibit M.

A copy of the Dispute Resolution Agreement, dated as of March 12, 2007, between Issuer and CDC IV is attached hereto as Exhibit N.

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Item 7.        Material to Be Filed as Exhibits

Exhibit	Name
I	Subscription Agreement, dated as of March 12, 2007, by and between CDC IV and Issuer.
J	Promissory Note of Issuer in favor of CDC IV, dated as of March 12, 2007.
K	Warrant made by the Issuer in favor of CDC IV, dated as of March 12, 2007.
L	Registration Rights Agreement, dated as of March 12, 2007, by and between CDC IV and Issuer.
M	Amendment to Clinical Development License Agreement, dated as of March 12, 2007, by and among CDC IV, Issuer, Arius Pharmaceuticals, Inc. and Arius Two, Inc.
N	Dispute Resolution Agreement, dated as of March 12, 2007, by and between CDC IV and Issuer.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. The undersigned hereby express our agreement that this Schedule 13D/A is filed on behalf of each of us pursuant to Rule 13d-1(k) under the Securities Exchange Act.

Dated: March 16, 2007	CDC IV, LLC
	By:	/s/ David R. Ramsay
	Name: David R. Ramsay
	Title: Authorized Signatory
Dated: March 16, 2007	CDC OPERATIONS LLC
	By:	/s/ David R. Ramsay
	Name: David R. Ramsay
	Title: Authorized Signatory
Dated: March 16, 2007	/s/ David R. Ramsay
	David R. Ramsay
Dated: March 16, 2007	/s/ Argeris Karabelas
	Argeris Karabelas
Dated: March 16, 2007	/s/ Jan Leschly
	Jan Leschly

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)

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EX-99.I

Exhibit I

SUBSCRIPTION AGREEMENT

ARTICLE I            PURCHASE OF SECURITIES

1.01         Subscription.  The undersigned (the “Subscriber”) hereby subscribes (the “Subscription”) to purchase: (i) an unsecured promissory note in the amount of $1.9 million (the “Note”); and (ii) a warrant (the “Warrant” and, collectively with the Note, the “Securities”) to purchase 1,000,000 shares of the common stock, par value $.001 per share (the “Common Stock”) of BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”).  The Subscription shall become effective when the Subscriber has duly executed this subscription agreement (this “Agreement”) and (ii) this Agreement has been accepted and agreed to by the Company, as evidenced by its signature hereto.

1.02         Review of Documents.  The undersigned acknowledges reviewing in its entirety the following documents (the “Subscription Documents”): (i) this Agreement, (ii) the Note and (iii) Warrant.  THE SUBSCRIBER ACKNOWLEDGES THAT NO OFFER OR SOLICITATION HAS BEEN MADE TO THE SUBSCRIBER EXCEPT THROUGH THE SUBSCRIPTION DOCUMENTS.

1.03         Payment for Subscription.  The Subscriber agrees that payment for the Subscription, in the amount of $1.9 million, shall be made to the Company concurrently with the execution of this Agreement.

1.04         Subscriber Acknowledgement.  It is specifically understood and agreed by the Subscriber that: (i) except as provided for in the Subscription Documents, the Company has not made, directly or indirectly, explicitly or by implication, any representation, warranty, advice (tax, legal or otherwise), projection, assumption, promise, covenant, opinion, recommendation or other statement of any kind or nature with respect to the anticipated investment returns or other aspects of an investment in the Securities and the Company, and (ii) that the Company has offered to provide to the Subscriber and the Subscriber’s accountants, attorneys and other advisors information concerning the Company and the Securities, and (iii) that the Subscriber has either reviewed such information or has waived review of such information.

ARTICLE II          REPRESENTATIONS AND WARRANTIES

2.01         Representations and Warranties by the Subscriber.  The Subscriber represents, warrants, agrees and convents with and to the Company that:

(a)           The Subscriber is an “accredited investor” (“Accredited Investor”), as such term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “1933 Act”).  The Subscriber acknowledges and understands that the Company will rely on the information provided (including information regarding the Subscriber’s domicile) and representations made by the Subscriber in this Agreement for purposes of complying with Federal and applicable state securities laws.

(b)           The Subscriber is acquiring the Securities for the Subscriber’s own account, as principal, for investment purposes only and not with any intention to resell, distribute or otherwise dispose of or fractionalize the Securities, in whole or in part.

(c)           The Subscriber has had an unrestricted opportunity to: (i) obtain additional information concerning the Company and the Securities, and (ii) ask questions of, and receive answers from the Company concerning the Company and the Securities and to obtain such additional information as may have been necessary to verify the accuracy of the information contained in the Subscription Documents.

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(d)           Except as otherwise disclosed in writing by the Subscriber to the Company, the Subscriber has not dealt with a broker in connection with the purchase of the Securities and agrees to indemnify and hold the Company harmless from any claims for brokerage or fees in connection with the transactions contemplated herein.

(e)           The Subscriber: (i) is authorized and qualified to subscribe for the Securities; (ii) the person signing this Agreement on behalf of the Subscriber has been duly authorized to do so; and (iii) the Subscriber was not organized or reorganized for the specific purpose of acquiring the Securities.

(f)            The Subscriber understands that there are significant risks associated with an investment in the Securities and the Company.  The Subscriber can afford to bear the risks of an investment in the Securities for an indefinite period of time.  The Subscriber is willing and able to completely bear all of the economic risks of an investment in the Securities, including the risk of the loss of the Subscriber’s entire investment in the Company.  The Subscriber has read and understands each and all of the provisions of the Note and the Warrant.

(g)           Subscriber represents that all subscription payments transferred to the Company originated directly from a bank or brokerage account in the name of the Subscriber and not: (i) in violation of any anti-money laundering law, rule or regulation or (ii) from or on behalf of any Prohibited Investor.  For purposes of this Agreement, the terms “Prohibited Investor” means (x) a person or entity whose name appears on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control, (y) a foreign bank without any physical presence in any country (a “Foreign Shell Bank”), or (z) a person or entity resident in or organized or chartered under the laws of a “Non-Cooperative Jurisdiction” (as designated by the U.S. Financial Action Task Force) or whose subscription funds are transferred from or through a Foreign Shell Bank, a bank organized or chartered under the laws of a Non-Cooperative Jurisdiction or a foreign country, terrorism sponsoring organization or international narcotics trafficker designated by the U.S. Office of Foreign Asset Controls.

ARTICLE III         MISCELLANEOUS

3.01         Addresses and Notices.  Any notice or other communication required or appropriate under the provisions of any Subscription shall be given in writing (by hand, delivery, overnight courier or facsimile transmission, addressed as follows: (i) if to the Company, 2501 Aerial Center Parkway, Suite 205, Morrisville, NC 27560, Fax. No.: 919-653-5161, Attention: Mark A. Sirgo, and (ii) if to the Subscriber, at the address and fax number set forth on the Subscriber’s signature page to this Agreement.

3.02         Further Action.  The Subscriber shall execute and deliver all documents, provide all information and take or forbear from taking all such action as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.  Each party shall bear its own expenses in connection therewith.

3.03         Applicable Law.  This Agreement shall be construed in accordance with and governed by the laws of the State of New York, excluding that body of law relating to conflicts of laws (other than the principles set forth in section 5-1401 of the General Obligations Law of the State of New York).  THE SUBSCRIBER AND THE COMPANY HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THE SUBSCRIBER, ON THE OTHER HAND, PERTAINING TO THIS AGREEMENT OR ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT.

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3.04         Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors, legal representatives, personal representatives, permitted transferees and permitted assigns.

3.05         Amendment.  This Agreement may be modified or amended only with the written approval of all parties.

3.06         Creditors.  None of the provisions of this Agreement shall be for the benefit of or enforceable by creditors of any party.

3.07         Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.  A facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original.

IN WITNESS WHEREOF, the undersigned has executed this Agreement on this 12th day of March, 2007.

	CDC IV, LLC
Employer Identification Number
	By:	/s/ David R. Ramsay
		Name: David R. Ramsay
		Title: Authorized Signatory
	Print Address and Fax No. of Subscriber

FOREGOING SUBSCRIPTION ACCEPTED:

BIODELIVERY SCIENCES INTERNATIONAL, INC.

By:	/s/ Mark A. Sirgo
	Name: Mark A. Sirgo
	Title: President and CEO

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EX-99.J

Exhibit J

PROMISSORY NOTE

US$1,900,000.00                                                                                                                                    March 12, 2007

FOR VALUE RECEIVED, BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), promises to pay to the order of CDC IV, LLC, the registered holder hereof and its successors and permitted assigns (the “Holder”), the principal sum of ONE MILLION NINE HUNDRED THOUSAND AND 00/100 DOLLARS ($1,900,000.00) in accordance with the terms hereof, and to pay interest on the principal sum outstanding, at an interest rate of 10.25% per annum; provided, however, that from and after an Event of Default, interest shall accrue hereunder at a rate of 15% per annum until all such unpaid principal and accrued interest shall have been paid in full.  The interest so payable will be paid to the Holder or the person or entity in whose name this Note is registered on the books and records of the Company.

This Note and a common stock purchase warrant (the “Warrant”) (delivered to Holder simultaneously with the delivery of this Note to Holder) to purchase 1,000,000 shares of Company common stock at $3.80 per share are being issued in satisfaction of claims made by the Holder in its letter to the Company, dated January 9, 2007.  By its acceptance of this Note and the Warrant, the Holder agrees that such claims have been resolved with no further action required on the part of the Company with respect to such claims, it being acknowledged that by its delivery of this Note and the Warrant, the Company is not and shall not be deemed to have accepted the validity of any such claims.

The following is a statement of the rights of the Holder of this Note and the terms and conditions to which this Note is subject, and to which the Holder, by acceptance of this Note, agrees:

1.             Repayment.  The outstanding principal amount of this Note and accrued interest shall be payable in full by the Company to the Holder on March 12, 2008 (the “Maturity Date”), unless this Note has been repaid prior to the Maturity Date in accordance with the terms set forth below.

2.             Prepayment.  The Company shall have the right, at its election on two (2) business days prior written notice to the Holder, to prepay all or any portion of the principal under this Note, and interest on a pro-rata basis, without penalty, in cash only, prior to the Maturity Date.

3.             No Security.  This Note is unsecured.

4.             Representations, Warranties and Other Agreements of the Company.  The Company understands, agrees with, and represents and warrants to the Holder as of the date hereof, that:

(a)           Organization and Qualification.  The Company is a limited liability company duly formed, existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power to carry on its business as now being conducted.

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(b)           Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and perform its obligations under this Note, to issue this Note in accordance with the terms hereof, and to perform its obligations under this Note.  The execution, delivery and performance of this Note, and the consummation of the transactions contemplated hereby have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company or its Board of Directors is required.  The Note constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting, generally, the enforcement of creditors’ rights and remedies or by other equitable principles of general application.

(c)           No Conflicts.  The execution, delivery and performance of this Note by the Company and the consummation by the Company of the transactions contemplated hereby will not: (i) result in a violation of the Company’s Certificate of Incorporation or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under any agreement, indenture or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable to the Company or by which any property or asset of the Company is bound or affected.

(d)           No Brokers.  The Company has taken no action that would give rise to any claim by any person for brokerage commissions, finder’s fees or similar payments relating to this Note and the transactions contemplated hereby.

5.             Events of Default.  In the event that any of the following (each, an “Event of Default”) shall occur:

(a)           Non-Payment of Obligations.  The Company shall default in the payment of the principal of or interest on this Note as and when the same shall become due and payable (subject to the provisions of Section 6 hereof), whether by acceleration or otherwise; or

(b)           Breach or Failure of Representations and Warranties.  If any representation or warranty or agreement made by the Company in this Note shall prove to have been false or incorrect in any material respect when made;

(c)           Invalidity of Note.  This Note shall for any reason cease to be, or shall be asserted by the Company not to be, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms;

(d)           Bankruptcy, etc.  The Company shall: (i) apply for, consent to or suffer to exist the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to, or fail to

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have dismissed, within thirty (30) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing;

(e)           Insolvency.  The Company shall admit in writing its inability, or be generally unable to pay its debts as they become due or cease operations of its present business;

(f)            Judgments.  An attachment or levy is made upon the Company’s assets having an aggregate value in excess of $250,000 or a judgment is rendered against the Company’s property involving a liability of more than $250,000 which shall not have been vacated, discharged, stayed or bonded within thirty (30) days from the entry thereof; or

(g)           Indebtedness.  The occurrence of any events of default by the Company under any indebtedness, including bonds, debentures, notes or other evidences of indebtedness for money borrowed (or any guarantees thereof), in an aggregate principal amount in excess of $500,000;

then the balance due under this Note shall be due and payable in full in accordance with the provisions of Section 6 hereof.

6.             Consequences of Events of Default.

(a)           Cure Period.  If an Event of Default has occurred pursuant to Sections 5(a) through 5(f), the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) shall become immediately due and payable on 15 days written notice to the Company (during which period, the Company shall have any opportunity to cure any such Event of Default) without any action on the part of the Holder, and Company shall, immediately following such 15 day period, pay to the Holder all amounts due and payable with respect to this Note.

(b)           Cure Period; Indebtedness.  If an Event of Default has occurred pursuant to Sections 5(g), the aggregate principal amount of this Note (together with all accrued interest thereon and all other amounts payable in connection therewith) shall become immediately due and payable on 3 days written notice to the Company (during which period, the Company shall have any opportunity to cure any such Event of Default) without any action on the part of the Holder, and Company shall, immediately following such 3 day period, pay to the Holder all amounts due and payable with respect to this Note.

7.             Mutilated, Destroyed, Lost or Stolen Notes.  In case this Note shall become mutilated or defaced, or be destroyed, lost or stolen, the Company shall execute and deliver a new note of like principal amount in exchange and substitution for the mutilated or defaced Note, or in lieu of and in substitution for the destroyed, lost or stolen Note.  In the case of a mutilated or defaced Note, the Holder shall surrender such Note to the Company.  In the case of any destroyed, lost or stolen Note, the Holder shall furnish to the Company: (a) evidence to its satisfaction of the destruction, loss or theft of such Note and (b) such security or indemnity as may be reasonably required by the Company to hold the Company harmless.

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8.             Payment of Collection Costs.  Should the indebtedness represented by this Note or any part thereof be collected in any proceedings or placed in the hands of attorneys for collection, Company agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including but not limited to, reasonable attorneys’ fees and expenses.

9.             Waiver of Demand, Presentment, etc.  The Company hereby expressly waives demand and presentment for payment, notice of nonpayment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, bringing of suit and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereunder, regardless of and without any notice, diligence, act or omission as or with respect to the collection of any amount called for hereunder.   The Company agrees that, in the event of an Event of Default, to pay to the Holder, on demand, all costs and expenses (including reasonable legal fees of one counsel) incurred in connection with the enforcement and collection of this Note.

10.           Payment.  All payments with respect to this Note shall be made in lawful money of the United States of America at the address of the Holder as of the date hereof or as designated in writing by the Holder from time to time.  The forwarding by the Company of such funds shall constitute a payment of principal and interest hereunder and shall satisfy and discharge the liability for principal and interest on this Note to the extent of the sum represented by such payment.

11.           Assignment.  The rights and obligations of the Company and the Holder of this Note shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.  Interest and principal are payable only to the registered Holder of this Note on the books and records of the Company.

12.           Waiver and Amendment.  Any provision of this Note, including, without limitation, the due date hereof, and the observance of any term hereof, may be amended, waived or modified (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

13.           Notices.  Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by registered or certified mail, postage prepaid, or delivered by facsimile transmission to the Company at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560, Attn: Mark A. Sirgo, Fax No.: (919) 653-5161; with a copy to: Ellenoff Grossman & Schole LLP, 370 Lexington Avenue, New York, New York 10017, Attn: Barry I. Grossman, Fax No.: (212) 370-7889; and to the Holder at 47 Hulfish Street, Suite 310, Princeton, New Jersey 08542, Fax No.: (609) 683-5787; with a copy to: Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540, Attn: Denis Segota, Fax No.: (609) 919-6701.  Any party hereto may by notice so given change its address for future notice hereunder.  Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above and shall be deemed to have been received when delivered or, if notice is given by facsimile transmission, when delivered with confirmation of receipt.

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14.           Governing Law; Venue.  This Note shall be governed by and construed in accordance with the laws of the State of New York, excluding that body of law relating to conflicts of laws (other than the principles set forth in section 5-1401 of the General Obligations Law of the State of New York).  THE COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING TO THIS NOTE OR ANY OF THE OTHER RELATED AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE

15.           Severability.  If one or more provisions of this Note are held to be unenforceable under applicable law, such provisions shall be excluded from this Note, and the balance of this Note shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

16.           Construction. Each party acknowledges that its legal counsel participated in the preparation of this Note and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Note to favor any party against the other.

17.           Headings.  Section headings in this Note are for convenience only, and shall not be used in the construction of this Note.

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first above written.

BIODELIVERY SCIENCES INTERNATIONAL INC.
By:	/s/ Mark A. Sirgo
	Name: Mark A. Sirgo
	Titles: President and Chief Executive Officer

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EX-99.K

Exhibit K

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.

Right to Purchase up to 1,000,000 Shares of Common Stock of
BioDelivery Sciences International, Inc.
(subject to adjustment as provided herein)

COMMON STOCK PURCHASE WARRANT

Issue Date: March 12, 2007

BIODELIVERY SCIENCES INTERNATIONAL, INC., a corporation organized under the laws of the State of Delaware (the “Company”), hereby certifies that, for value received, CDC IV, LLC, or assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., New York time, through the close of business March 12, 2012 (the “Expiration Date”), up to 1,000,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.001 par value per share, at the applicable Exercise Price per share (as defined below).  The number and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

          (a)          The term “Company” shall include BioDelivery Sciences International, Inc. and any corporation which shall succeed, or assume the obligations of, BioDelivery Sciences International, Inc. hereunder.

          (b)          The term “Common Stock” includes (i) the Company’s Common Stock, par value $0.001 per share; and (ii) any other securities into which or for which any of the securities described in the preceding clause (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

          (c)          The term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise.

(d)           The “Exercise Price” applicable under this Warrant shall be a price of three dollars and eighty cents ($3.80) per share of Common Stock as the same may be adjusted as provided below.

1.             Exercise of Warrant.

1.1           Number of Shares Issuable upon Exercise.  From and after the date hereof through and including the Expiration Date, the Holder shall be entitled to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to adjustment pursuant to Section 4.

1.2           Company Acknowledgment.  The Company will, at the time of the exercise of this Warrant, upon the request of the Holder hereof acknowledge in writing its continuing obligation to afford to such Holder any rights to which such Holder shall continue to be entitled after such exercise in accordance with the provisions of this Warrant.  If the Holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such Holder any such rights.

1.3           Trustee for Warrant Holders.  In the event that a bank or trust company shall have been appointed as trustee for the holders of this Warrant pursuant to Subsection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1.

2.             Procedure for Exercise.

2.1           Delivery of Stock Certificates, Etc., on Exercise.  The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith.  As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise.  Any fractional shares shall be rounded to the nearest whole share.

2.2           Exercise Procedures.  Payment may be made in cash or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Exercise Price for the number of Common Shares specified in such Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall

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thereupon be entitled to receive the number of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein.

3.             Effect of Reorganization, Etc.; Adjustment of Exercise Price.

3.1           Reorganization, Consolidation, Merger, Etc.  In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other entity, or (c) transfer all or substantially all of its properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4.

3.2           Dissolution.  In the event of any dissolution of the Company following the transfer of all or substantially all of its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall, upon exercise of this Warrant, at its expense deliver or cause to be delivered to the Holder the stock and other securities and property (including cash, where applicable) receivable by the Holder of this Warrant pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and having its principal office in New York, NY as trustee for the Holder of this Warrant (the “Trustee”).

3.3           Continuation of Terms.  Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4.  In the event this Warrant does not continue in full force and effect after the consummation of the transactions described in this Section 3, then, upon exercise of this Warrant, the Company’s securities and property (including cash, where applicable) receivable by the Holder of this Warrant will be delivered to the Holder or the Trustee as contemplated by Section 3.2.

4.             Adjustments.

4.1           Extraordinary Events Regarding Common Stock.  In the event that the Company shall: (a) issue additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock or any preferred stock issued by the Company, (b)

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subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of the Common Stock (each of the preceding clauses (a) through (c), inclusive, an “Event”), then, on the occurrence of each such Event, the number of shares of Common Stock that the Holder shall thereafter be entitled to receive and the Exercise Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Holder thereafter exercising this Warrant shall be entitled to receive the number of shares of Common Stock or other capital stock which the Holder would have received if this Warrant had been exercised immediately prior to such Event upon payment of an Exercise Price that has been adjusted to reflect a fair allocation of the economics of such event to the Holder. Such adjustments shall be made successively whenever any event listed above shall occur.

4.2           Anti-Dilution Adjustment.  If and whenever the Company shall issue or sell, or is, in accordance with any of Sections 4.2(a) through (e) hereof, deemed to have issued or sold, any shares of Common Stock for no consideration or for a consideration per share less than the Fair Market Value of the Common Stock (as defined below) (a “Trigger Issuance”), the then-existing Exercise Price, shall be reduced, as of the close of business on the effective date of the Trigger Issuance, to a price determined as follows:

Adjusted Exercise Price = (A x B) + D
	A+C

where

“A” equals: (i) the number of shares of Common Stock then outstanding plus (ii) any shares of Common Stock issuable upon exercise of any warrants or other Convertible Securities (as defined below) that have an exercise price less than the then current Fair Market Value of the Common Stock, in each case solely to the extent held by Holder or its affiliates, immediately preceding such Trigger Issuance;

“B” equals the Exercise Price in effect immediately preceding such Trigger Issuance;

“C” equals the number of Additional Shares of Common Stock issued or deemed issued hereunder as a result of the Trigger Issuance; and

“D” equals the aggregate consideration, if any, received or deemed to be received by the Company upon such Trigger Issuance; provided, however, that in no event shall the Exercise Price after giving effect to such Trigger Issuance be greater than the Exercise Price in effect prior to such Trigger Issuance.

The Fair Market Value per share of Common Stock shall be determined as follows:

(a)           If the Common Stock is listed on a national securities exchange or traded on any national market system, the lesser of: (i) the average of the high and low reported sale prices per share of Common Stock thereon on the trading day immediately

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preceding the exercise date; and (ii) the average of the daily closing prices for the thirty (3) trading days immediately preceding the exercise date.

(b)           If the Common Stock is not listed on a national securities exchange or traded on any national market system, the Fair Market Value per share of Common Stock shall be deemed to be the amount recently determined by the Board of Directors of the Company (the “Board”) to represent the Fair Market Value per share of the Common Stock (including without limitation a determination for purposes of granting Common Stock options or issuing Common Stock under any plan, agreement or arrangement with employees of the Company); and, upon request of the Holder, the Board (or a representative thereof) shall, as promptly as reasonably practicable but in any event not later than 10 days after such request, notify the Holder of the Fair Market Value per share of Common Stock and furnish the Holder with reasonable documentation of the Board’s determination of such Fair Market Value.  Notwithstanding the foregoing, if the Board has not made such a determination within the three-month period prior to the exercise date, then (A) the Board shall make, and shall provide or cause to be provided to the Holder notice of, a determination of the Fair Market Value per share of the Common Stock within 15 days of a request by the Holder that it do so, and (B) the exercise of this Warrant shall be delayed until such determination is made and notice thereof is provided to the Holder.

For purposes of this Section 4.2, “Additional Shares of Common Stock” shall mean all shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section 4.2.

For purposes of this Section 4.2, the following subsections (a) to (e) shall also be applicable:

(a)           Issuance of Rights or Options.  If at any time the Company shall in any manner grant (directly and not by assumption in a merger or otherwise) any warrants or other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock or any stock or security convertible into or exchangeable for Common Stock (such warrants, rights or options being called “Options” and such convertible or exchangeable stock or securities being called “Convertible Securities”) whether or not such Options or the right to convert or exchange any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of such Convertible Securities (such price being referred to herein as the “Exercise Consideration”, which shall be determined by dividing: (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting of such Options (the “Grant Consideration”; together with Exercise Consideration, the “Option Consideration”), plus (y) the aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof), by (ii) the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such

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Options) shall, on a per share basis, be less than the Fair Market Value in effect immediately prior to the time of the granting of such Options, then the total number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total amount of such Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued for such price per share as of the date of granting of such Options or the issuance of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price.  Except as otherwise provided in Section 4.2(c), no adjustment of the Exercise Price shall be made upon the actual issue of such Common Stock or of such Convertible Securities upon exercise of such Options or upon the actual issue of such Common Stock upon conversion or exchange of such Convertible Securities.  In the event that the Board of Directors of the Company and the Holder are unable to agree upon the Fair Market Value of the Grant Consideration, the Company and the Holder shall jointly select an appraiser, who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne evenly by the Company and the Holder.

(b)           Issuance of Convertible Securities.  If the Company shall in any manner issue (directly and not by assumption in a merger or otherwise) or sell any Convertible Securities, whether or not the rights to exchange or convert any such Convertible Securities are immediately exercisable, and the price per share for which Common Stock is issuable upon such conversion or exchange (the “Conversion Consideration”) (determined by dividing: (i) the sum (which sum shall constitute the applicable consideration) of (x) the total amount received or receivable by the Company as consideration for the issue or sale of such Convertible Securities, plus (y) the aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof, by (ii) the total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities) shall be less than the Fair Market Value of the Common Stock in effect immediately prior to the time of such issue or sale, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of all such Convertible Securities shall be deemed to have been issued for such price per share as of the date of the issue or sale of such Convertible Securities and thereafter shall be deemed to be outstanding for purposes of adjusting the Exercise Price, provided that (a) except as otherwise provided in Section 4.2(c), no adjustment of the Exercise Price shall be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities and (b) no further adjustment of the Exercise Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Exercise Price have been made pursuant to the other provisions of Section 4.2.

(c)           Change in Option Price or Conversion Rate.  Upon the happening of any of the following events, namely, if the purchase price provided for in any Option referred to in Section 4.2 (a) hereof, the additional consideration, if any, payable upon the conversion or exchange of any Convertible Securities referred to in Section 4.2 (a) or Section 4.2(b). or the rate at which Convertible Securities referred to in Sections 4.2(a) or 4.2(b) are convertible into or exchangeable for Common Stock shall change at any time (including, but not limited to, changes under or by reason of provisions designed to protect against dilution), the Exercise Price in effect at the time of such event shall forthwith be readjusted to the Exercise Price which would have been in effect at such time had such Options or Convertible Securities still outstanding provided for such changed purchase price, additional consideration or conversion rate, as the case may be,

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at the time initially granted, issued or sold.  On the termination of any Option for which any adjustment was made pursuant to this Section 4.2 or any right to convert or exchange Convertible Securities for which any adjustment was made pursuant to this Section 4.2 (including without limitation upon the redemption or purchase for consideration of such Convertible Securities by the Company), the Exercise Price then in effect hereunder shall forthwith be changed to the Exercise Price which would have been in effect at the time of such termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such termination, never been issued.

(d)           Consideration for Stock.  In case any shares of Common Stock, Options or Convertible Securities shall be issued or sold for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor, after deduction therefrom of any expenses incurred or any underwriting commissions or concessions paid or allowed by the Company in connection therewith.

(e)           Record Date.  In case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them: (i) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (ii) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(f)            Treasury Shares.  The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof) shall be considered an issue or sale of Common Stock for the purpose of this Section 4.2.

4.3           Adjustment in Number of Shares of Common Stock Purchaseable.  When any adjustment is required to be made in the Exercise Price pursuant to Section 4.2, the number of shares of Common Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing: (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

5               Certificate as to Adjustments.  In each case of any adjustment or readjustment in the shares of Common Stock (or Other Securities) issuable on the exercise of this Warrant, the Company at its expense will promptly cause its Chief Financial Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of this Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be

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received upon exercise of this Warrant, in effect immediately prior to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant.  The Company will forthwith mail a copy of each such certificate to the holder of this Warrant and any Warrant agent of the Company (appointed pursuant to Section 9 hereof).

6.             Reservation of Stock, Etc., Issuable on Exercise of Warrant.  The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

7.             Assignment; Exchange of Warrant.  Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be transferred by any registered holder hereof (a “Transferor”) in whole or in part to any affiliate (as defined under Rule 144 promulgated under the Securities Act of 1933, as amended).  On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, the provision of a legal opinion from the Transferor’s counsel (at the Company’s expense) that such transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense (but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor.

8.             Replacement of Warrant.  On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

9.             Warrant Agent.  The Company may, by written notice to the each Holder of the Warrant, appoint an agent for the purpose of issuing Common Stock (or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or replacement, as the case may be, shall be made at such office by such agent.

10.           Transfer on the Company’s Books.  Until this Warrant is transferred on the books of the Company, the Company may treat the registered Holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11.           Notices, etc.  All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or certified mail, postage prepaid, or by facsimile transaction, at such address and fax number as may have been furnished to the

8

Company in writing by such Holder or, until any such Holder furnishes to the Company an address or fax number, then to, and at the address or fax number of, the last Holder of this Warrant who has so furnished an address to the Company.

13.           Miscellaneous.  This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.  This Warrant shall be governed by and construed in accordance with the laws of State of New York without regard to principles of conflicts of laws.  Any action brought concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state of New York.  In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law.  Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant.  The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision hereof.  The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in the interpretation of this Warrant to favor any party against the other party.

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

BIODELIVERY SCIENCES INTERNATIONAL, INC.
By:	/s/ Mark A. Sirgo
	Name: Mark A. Sirgo
	Title: President and Chief Executive Officer

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Exhibit A

FORM OF SUBSCRIPTION
(To Be Signed Only On Exercise Of Warrant)

TO:         BioDelivery Sciences International, Inc.

Attention:              Chief Financial Officer

The undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase               shares of the Common Stock covered by such Warrant.

The undersigned herewith makes payment of the full Exercise Price for such shares at the price per share provided for in such Warrant, which is $                  in cash.

The undersigned requests that the certificates for such shares be issued in the name of, and delivered to                                                                            whose address is                                                                               .

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from registration under the Securities Act.

Dated:
	(Signature must conform to name of holder as specified on the face of the Warrant)
	Address:

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Exhibit B

FORM OF TRANSFEROR ENDORSEMENT
(To Be Signed Only On Transfer Of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of BioDelivery Sciences International, Inc. into which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of BioDelivery Sciences International, Inc. with full power of substitution in the premises.

Transferees	Address	Percentage	Number
		Transferred	Transferred

Dated:
	(Signature must conform to name of holder as specified on the face of the Warrant)
	Address:
	SIGNED IN THE PRESENCE OF:
	(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
(Name)

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EX-99.L

Exhibit L

REGISTRATION RIGHTS AGREEMENT

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”).

This Agreement is made in connection with the issuance by the Company to CDC, as of the date hereof, of: (i) an unsecured promissory note in the amount of $1.9 million; and (ii) a warrant (the “Warrant”) to purchase 1,000,000 shares of Company’s Common Stock.  The Company and CDC hereby agree to the following registration rights relating to the shares of Common Stock underlying the Warrant as follows:

1.             Definitions.  As used in this Agreement, the following terms shall have the following meanings:

“Commission” means the Securities and Exchange Commission.

“Common Stock” means shares of the Company’s common stock, par value $0.001 per share.

“Effectiveness Period” means the period beginning on the date of effectiveness of the Registration Statement and ending the date which is the earlier date of when: (i) all Registrable Securities have been sold (other than in a private transaction permitted by Paragraph 6(g) below) or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Holders.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute.

“Holder” or “Holders” means CDC or any of its affiliates or transferees to the extent any of them hold Registrable Securities, other than those purchasing Registrable Securities in a market transaction.

“Indemnified Party” has the meaning set forth in Section 5(c).

“Indemnifying Party” has the meaning set forth in Section 5(c).

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus

supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“Registrable Securities” means only the shares of Common Stock issuable upon exercise of the Warrant.

“Registration Statement” means each registration statement required to be filed hereunder, including the Prospectus therein, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute.

“Trading Market” means any of the NASD OTC Bulletin Board, NASDAQ Capital Market, the NASDAQ Global Market, the American Stock Exchange or the New York Stock Exchange.

2.             Registration Rights.

A.            Piggy-Back Registration Rights.  If, at any time following the Registration Date (as defined below), the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company shall send to each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary pro rata underwriter cutbacks applicable to all holders of registration rights.

B.            Automatic Registration Rights.  In the event the Company does not prepare and file with the Commission a registration statement as set forth in Section “2(A)” above on or before March 12, 2008 (the “Registration Date”), the Company shall file a registration statement with the Commission which shall include the Registrable Securities on the Registration Date.

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3.             Registration Procedures.  If and whenever the Company is required by the provisions hereof to effect the registration of any Registrable Securities under the Securities Act, the Company shall:

(a)           (i) prepare and file with the Commission a Registration Statement covering the resale of the Registrable Securities; (ii) prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement as may be necessary to keep the Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be properly filed; (iv) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statement or any amendment thereto; and (v) provide CDC, as promptly as reasonably possible, true and complete copies of all correspondence and filings from and to the Commission relating to the Registration Statement;

(b)           furnish to CDC, without charge, such number of copies of the Registration Statement and the Prospectus included therein (including each preliminary Prospectus) as CDC reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement;

(c)           use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(d)           use its commercially reasonable efforts to register or qualify the Registrable Securities covered by such Registration Statement under the securities or “blue sky” laws of such jurisdictions within the United States as CDC may request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction;

(e)           (i) in the time and manner required by NASDAQ Stock Market LLC (“NASDAQ”), prepare and file with NASDAQ, or such other Trading Market on which the Company is currently listed, an additional shares listing application covering all of the Registrable Securities; (ii) use commercially reasonable efforts, regardless of listing or similar costs, to take all steps necessary to cause such Registrable Securities to be approved for listing on NASDAQ, or such other Trading Market on which the Company is currently listed, as soon as possible thereafter; and (iii) use commercially reasonable efforts, regardless of listing or similar costs, to maintain the listing of such Registrable Securities on NASDAQ, or such other Trading Market on which the Company is currently listed.

(f)            immediately notify CDC at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a

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material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and

(g)           make available for inspection by CDC and any attorney, accountant or other agent retained by CDC, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all publicly available, non-confidential information reasonably requested by the attorney, accountant or agent of CDC.

4.             Registration Expenses.  All expenses relating to the Company’s compliance with Sections 2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars, and reasonable fees of, and disbursements incurred by, one counsel for the Holders approved in advance by the Company, are called “Registration Expenses.”  All selling commissions applicable to the sale of Registrable Securities, including any fees and disbursements of any special counsel to the Holders beyond those included in Registration Expenses, are called “Selling Expenses.”  The Company shall only be responsible for all Registration Expenses.

(5)           Indemnification.

(a)           In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless CDC, and its officers, directors and each other person, if any, who controls CDC within the meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which CDC, or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission of CDC to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse CDC, and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by or on behalf of CDC or any such person in writing specifically for use in any such document, or the failure of CDC to deliver a Prospectus, to the extent that CDC was required to do so under applicable securities laws.

(b)           In the event of a registration of the Registrable Securities under the Securities Act pursuant to this Agreement, CDC will indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the

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meaning of the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact which was furnished in writing by CDC to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that CDC will be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of CDC specifically for use in any such document.  Notwithstanding the provisions of this paragraph, CDC shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by CDC in respect of Registrable Securities in connection with any such registration under the Securities Act.

(c)           Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Paragraph  5 and shall only relieve it from any liability which it may have to such Indemnified Party under this Paragraph 5 if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under this Paragraph 5 for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred.

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(d)           In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any case in which either: (i) CDC, or any officer, director or controlling person of CDC, makes a claim for indemnification pursuant to this Paragraph 5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Paragraph 5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of CDC or such officer, director or controlling person of CDC in circumstances for which indemnification is provided under this Paragraph 5; then, and in each such case, the Company and CDC will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that CDC is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the Registration Statement bears to the public offering price of all securities offered by such Registration Statement; provided, however, that, in any such case, (A) CDC will not be required to contribute any amount in excess of the public offering price of all such securities offered by it pursuant to such Registration Statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation.

6.             Miscellaneous.

(a)           Remedies.  In the event of a breach by the Company or by a Holder, of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.

(b)           Compliance.  Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(c)           Discontinued Disposition.  Each Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of a Discontinuation Event (as defined below) such Holder will forthwith discontinue disposition of such Registrable Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company may provide appropriate stop orders to enforce the provisions of this paragraph.  For purposes of this Agreement, a “Discontinuation Event” shall mean (i) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders); (ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such

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Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)           Piggy-Back Registrations.  If at any time during the Effectiveness Period there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall send to each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary pro rata underwriter cutbacks applicable to all holders of registration rights.

(e)           Rule 144.  For as long as CDC owns Registrable Securities, but only until such Registrable Securities may be sold under Rule 144(k), the Company agrees to:

(1)           use its commercially reasonable efforts to comply with the requirements of Rule 144(c) under the Securities Act with respect to current public information about the Company;

(2)           use its commercially reasonable to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time it is subject to such reporting requirements); and

(3)           furnish to CDC upon request (i) a written statement by the Company as to its compliance with the requirements of said Rule 144(c) and the reporting requirements of the Securities Act and the Exchange Act (at any time it is subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly

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report of the Company, and (iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any such securities without registration.

(e)           Amendments and Waivers.  The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of the then outstanding Registrable Securities.  Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities to which such waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence.

(f)            Notices.  Any notice or request hereunder may be given to the Company or CDC at the respective addresses set forth below or as may hereafter be specified in a notice designated as a change of address under this Paragraph 7(f).  Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, Federal Express or other national overnight next day carrier (collectively, “Courier”) or facsimile transmission (with printed confirmation of receipt).  Notices and requests shall be, in the case of those by hand delivery, deemed to have been given when delivered to any party to whom it is addressed, in the case of those by mail or overnight mail, deemed to have been given three (3) business days after the date when deposited in the mail or with the overnight mail carrier, in the case of a Courier, the next business day following timely delivery of the package with the Courier, and, in the case of a facsimile transmission, when confirmed.  The address for such notices and communications shall be as follows:

If to the Company:

BioDelivery Sciences International, Inc.

2501 Aerial Center Parkway, Suite 205

Morrisville, North Carolina 27560

Attention:             Mark Sirgo

Facsimile:             (919) 653-5161

with a copy to:

Ellenoff Grossman & Schole LLP

370 Lexington Ave.

New York, New York 10017

Attention:              Barry I. Grossman

Facsimile:              (212) 370-7889

If to CDC:                                                                                                                                0;                                                         To the address set forth under CDC’s name on the signature pages hereto.

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If to any other Person who is

than CDC:                                                                                                                            
60;                                                                                                        To the address of such Holder as it appears in the stock transfer books of the Company or such other address as may be designated in writing hereafter in accordance with this Paragraph 7(f) by such Person.

(g)           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder.  The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder.  Each Holder may assign their respective rights hereunder in the manner and to the persons and entities as permitted under the Note, Warrant and the Securities Purchase Agreement with the prior written consent of the Company, which consent shall not be unreasonably withheld.

(h)           Execution and Counterparts.  This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same agreement.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(i)            Governing Law, Jurisdiction and Waiver of Jury Trial.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and performed in such State, without regard to principles of conflicts of law (other than the principles set forth in Section 5-1401 of the General Obligations Law of the State of New York).  The Company hereby consents and agrees that the state or federal courts located in the County of New York, State of New York shall have exclusive jurisdiction to hear and determine any Proceeding between the Company, on the one hand, and CDC, on the other hand, pertaining to this Agreement or to any matter arising out of or related to this Agreement.  The Company and CDC expressly submit and consent in advance to such jurisdiction in any Proceeding commenced in any such court, and the Company and CDC hereby waive any objection which it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.  The parties hereto desire that their disputes be resolved by a judge applying such applicable laws.  Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any Proceeding brought to resolve any dispute, whether arising in contract, tort, or otherwise between CDC and/or the Company arising out of, connected with, related or incidental to the relationship established between then in connection with this Agreement.  If either party hereto shall commence a Proceeding to enforce any provisions of this Agreement, the Securities Purchase Agreement or any Related Agreement, then the prevailing party in such Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding.

(j)            Cumulative Remedies.  The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

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(k)           Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(l)            Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

BIODELIVERY SCIENCES		CDC IV, LLC
INTERNATIONAL, INC.
By:	/s/ Mark A. Sirgo	By:	/s/ David R. Ramsay
Name: Mark A. Sirgo		Name: David R. Ramsay
Title: President and CEO		Title: Authorized Signature
		Address for Notices:
		47 Hulfish Street, Suite 310
		Princeton, NJ 08542
		Facsimile: 609-683-5787

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EX-99.M

Exhibit M

AMENDMENT
TO
CLINICAL DEVELOPMENT AND LICENSE AGREEMENT

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.

RECITALS

WHEREAS, CDC (as successor in interest to Clinical Development Capital LLC), BioDelivery, Arius and Arius Two entered into the CDC License, pursuant to which, among other things, CDC invested in the development of certain compounds being developed by the Company; and

WHEREAS, CDC and the Company desire to amend the CDC License as set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual covenants herein, and intending to be legally bound hereby, the parties agree as follows:

1.             The CDC License is hereby amended as follows:

(a)           Amended Definitions.  The following defined terms shall be deleted and replaced with the following:

“‘Development Program’ means the clinical program and studies and associated support activities (including, without limitation, all specific protocol changes and other details of the clinical programs, studies and support activities) to be conducted by or on behalf of Company to obtain and/or maintain Approval, including, without limitation, Approval from the FDA, such program, studies and activities being more fully described in the Development Program.  The Development Program shall be set forth in Schedule 1.31 and contain a list and description of clinical studies activities, timelines for the performance of Product studies in support of the development activities for Product and the Development Budget.”

(b)           Section 2.1 Committee.  Section 2.1 of the CDC License is hereby amended by adding the following sentence to the end of such Section:

“Notwithstanding anything to the contrary contained herein, Company shall be (and shall be deemed to be) the “Sponsor” of all pre-clinical, clinical and other trials and studies (and any other development activities) in connection with the Product hereunder.”

(c)           Section 2.3.1.  Section 2.3.1 of the CDC License is hereby deleted in its entirety and replaced with the following:

“2.3.1      Managing, making decisions with respect to, and overseeing the development of the Products in accordance with the Development Program (including, without limitation, determining all protocols and endpoints for clinical trials and other studies, and any changes thereto);”

(d)           Section 3.3 Right to Information Regarding Development Activities.  Section 3.3 of the CDC License is hereby amended by adding the following sentence to the end of such Section:

“In addition, Company shall immediately (but in all cases within three (3) Business Days after notice thereof), notify CDC in writing of any adverse events with respect to the development of the Product or the Development Program, including, without limitation, any decreases in the level of patient recruitment in the clinical trials or any other variance from the projected levels of patient recruitment.  As used in this Section 3.3, an “adverse event” shall mean any change, effect, event, condition or occurrence, individually or in the aggregate, that has a material adverse effect or impact on the Product, the Development Program or the financial condition of the Company, including, without limitation, any delays in meeting timelines set out in the Development Program, any negative data received, generated or otherwise made available with respect to the safety or efficacy of the Product, any failure to achieve endpoints or other goals of any part of the Development Program, any decrease in the level of patient recruitment in the clinical trials or other variance from the projected levels of patient recruitment, any recommendations or communications to or from the FDA or other Governmental Authority that a clinical trial or the Development Program should be stopped or modified, or if the Company becomes insolvent or it is reasonably determined by BDSI’s Board of Directors that the Company does not have, or the company cannot reasonably obtain sufficient funds to continue the planned Development Program.”

(e)           Section 3.5 Collaboration with Qualified collaboration Partner.  Section 3.5 of the CDC License is hereby deleted in its entirety and replaced with the following:

“3.5         Collaboration with Qualified Collaboration Partner.  Company shall have the right to enter into a partnership, collaboration, licensing agreement or other arrangement with a Qualified Collaboration Partner with respect to the development of the Product hereunder, provided, however, that (i) prior to a Change of Control of either BioDelivery or Subsidiary or Arius Two, Inc., such Qualified Collaboration Partner shall be subject to the prior written approval of CDC which approval shall not be unreasonably withheld and (ii) from and after a Change of Control of either BioDelivery or Subsidiary or Arius Two, Inc., such Qualified Collaboration Partner shall be subject to the prior written approval of CDC in its sole discretion.  Prior to engaging in any potential discussions with any such

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Qualified Collaboration Partners, Company shall consult in good faith with CDC regarding such Qualified Collaboration Partners, including, without limitation, discussions regarding alternative Qualified Collaboration Partners.  In addition, once such Qualified Collaboration Partner has been selected and throughout the process of negotiation of any potential transaction with such Qualified Collaboration Partner, Company shall consult in good faith with CDC regarding the terms and documentation with respect to the potential transactions with such Qualified Collaboration Partners and shall consider in good faith CDC’s comments to such terms and documentation.  In addition, Company shall provide complete and un-redacted executed copies of any agreements or other understandings entered into with such Collaboration Partner promptly following the execution thereof.  Notwithstanding the foregoing, as a condition to entering into such partnership, collaboration, licensing agreement or other arrangement with a Qualified Collaboration Partner, the Qualified Collaboration Partner shall expressly acknowledge to CDC than any such agreement shall be subject to the rights of CDC hereunder.  In addition to the foregoing, CDC shall have access to all information and documentation that is generated or otherwise resides with the Collaboration Partner to the same extent Company would have access to such information or documentation under any such agreement.”

(f)            Section 4.2 Advice of Counsel.  Section 4.2 of the CDC License is hereby deleted in its entirety and replaced with the following:

“4.2         Advice of Counsel.  If a Party is advised by its counsel that it must communicate with any Governmental Authority relating to a matter under the Development Program, then such Party shall promptly, but in no event more than two (2) Business Days, advise the other Party of the same.  Company shall provide CDC in advance with a copy of any proposed communication with such Governmental Authority in time sufficient to allow for a reasonable time to comment thereon, and shall consider in good faith all comments CDC may have with respect thereto.  In addition, BDSI shall comply with any and all reasonable requests of CDC concerning any meeting or written or oral communication with such Governmental Authority.”

(g)           Section 4.5.1 Receipt of Correspondence.  Section 4.5.1 of the CDC License is hereby deleted in its entirety and replaced with the following:

“4.5.1      Receipt of Correspondence.  Company shall promptly and in accordance with applicable Law provide to CDC copies of any documents or correspondence received from any Governmental Authority, but in no event more than two (2) Business Days after such receipt, that pertains to the Products or the Development Program (including without limitation any minutes from a meeting with respect thereto).  In addition, Company shall provide CDC with any documents or correspondence to be submitted to any Governmental Authority that relate to the Products in time sufficient to allow for a reasonable time to comment, and shall consider in good faith all comments CDC may have with respect thereto.  In addition, Company will consult in advance with, and shall consider in good faith any comments of, CDC with respect to any filings made or other actions taken, including without limitation any such filings or actions with respect to any changes or modification to labeling for or the indications of the Products.”

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(h)           Section 4.5.2 Regulatory Information. The first sentence of Section 4.5.2 of the CDC License is hereby deleted in its entirety and replaced with the following:

“Company shall provide CDC with notice, in a sufficiently timely basis (but in all cases not less than three (3) Business Days after notice thereof), of notification or other information which it receives (directly or indirectly) from, any Governmental Authority (and providing, as soon as reasonably possible (but in all cases not less than three (3) Business Days after receipt thereof), copies of any associated written requests) or from other persons that (i) may reflect or indicate any concerns regarding the safety or efficacy of a Product, (ii) indicates or suggests a Claim of a third party arising in connection with a Product, or (iii) may lead to a recall or market withdrawal of a Product.”

(i)            Section 4.6.1 Inquiries; Adverse Events.  Section 4.6.1 of the CDC License is hereby deleted in its entirety and replaced with the following:

“4.6.1      Inquiries, Adverse Events.  Company shall submit reports of all Adverse Drug Experiences associated with the use of the approved Product(s) and other required safety information (e.g., PSUR’s and annual safety reports) to the FDA and other Governmental Authorities, in accordance with applicable Law.  Company shall submit a copy of each such report to CDC in advance of such submission in time sufficient to allow for a reasonable time to comment, and shall consider in good faith all comments of CDC thereto; provided, however that CDC shall provide any such comments thereto within five (5) Business Days after receipt of such report from the Company.”

(j)            Section 6.6.1 Royalty on Net Sales.  Section 6.6.1 of the CDC License is hereby amended by replacing the reference to “Section 6.6.2” at the end of Section 6.6.1 with a reference to “Section 6.6.6”.

(k)           Development Plan.  All references to the term “Development Plan” in the CDC License shall be replaced with references to the term “Development Program”.

2.             At any time and from time to time, upon CDC’s request and at the sole expense of Company, Company will promptly and duly execute and deliver any and all further instruments and documents and take such further action as CDC reasonably deems necessary to effect the purposes of this Amendment.

3.             Except as expressly amended hereby, the CDC License shall continue in full force and effect in accordance with the provisions thereof on the date hereof.  As used in the CDC License, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof”, and words of similar import, shall, unless the context otherwise requires, mean the CDC License as amended, including as amended by this Amendment.  To the extent there is any conflict between the CDC License and this Amendment, the terms of this Amendment shall prevail.

4.             APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICTS OF LAWS RULES.

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5.             This Amendment may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement.  Any such counterpart may contain one or more signature pages.  Any and all counterparts may be executed by facsimile.

6.             The headings of this Amendment are for the purposes of reference only and shall not affect the construction of or be taken into consideration in interpreting this Amendment.

[No Further Text on This Page]

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IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as of the date set forth in the first paragraph hereof.

CDC IV, LLC
By:	/s/ David R. Ramsay
Name:	David R. Ramsay
Title:	Authorized Signatory
BIODELIVERY SCIENCES INTERNATIONAL, INC.:
By:	/s/ Mark A. Sirgo
Name:	Mark A. Sirgo
Title:	President and CEO
ARIUS PHARMACEUTICALS, INC.:
By:	/s/ Mark A. Sirgo
Name:	Mark A. Sirgo
Title:	President and CEO
ARIUS TWO, INC.:
By:	/s/ Mark A. Sirgo
Name:	Mark A. Sirgo
Title:	President and CEO

SIGNATURE PAGE TO AMENDMENT TO CLINICAL DEVELOPMENT AND LICENSE AGREEMENT

EX-99.N

Exhibit N

DISPUTE RESOLUTION AGREEMENT

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”).

WHEREAS, BDSI and CDC entered into the Clinical Development and License Agreement, dated July 14, 2005 (as amended, the “CDLA”), pursuant to which CDC has provided funding to BDSI for the clinical development of a certain BEMATM Fentanyl product (“BEMATM Fentanyl”);

WHEREAS, BDSI and CDC are currently engaged in dispute resolution procedures pursuant to the CDLA for certain matters arising thereunder (the “Disputed Matters”); and

NOW, THEREFORE, IN CONSIDERATION of the foregoing, the mutual understandings and promises contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by BDSI and CDC, BDSI and CDC hereby agree that the dispute resolution procedures for the Disputed Matters are hereby terminated, without prejudice.

CDC IV, LLC		BioDelivery Sciences International, Inc.
By:	/s/ David R. Ramsay		By:	/s/ Mark A. Sirgo
Name:	David R. Ramsay		Name:	Mark A. Sirgo
Title:	Authorized Sigantory		Title:	President and CEO
Date:			Date: