X0202 3 2006-05-16 0 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001365385 CDC IV LLC 47 HULFISH STREET SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001204568 LESCHLY JAN C/O CDC IV, LLC 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001191229 KARABELAS ARGERIS N C/O CDC IV, LLC 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001352876 Ramsay David Russ C/O CDC IV, LLC 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 0001365759 CDC Operations LLC C/O CDC IV, LLC 47 HULFISH STREET, SUITE 310 PRINCETON NJ 08542 0 0 1 0 Common Stock, $0.001 par value 2000000 I See Footnote Stock Purchase Warrant (right to buy) 2.91 2006-02-15 Common Stock 601120 I See Footnote Stock Purchase Warrant (right to buy) 3.00 2006-11-16 Common Stock 904000 I See Footnote The reportable securities are owned directly by CDC IV, LLC and indirectly by CDC Operations LLC (Manager of CDC IV, LLC), David R. Ramsay, Argeris Karabelas and Jan Leschly. CDC Operations LLC disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that CDC Operations LLC is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of its pecuniary interest therein. David R. Ramsay, Argeris Karabelas and Jan Leschly are each partners of CDC Operations LLC. Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Messrs. Ramsay, Karabelas and Leschly is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. The warrant shall be void after the earlier of (i) the second anniversary after the approval of the first NDA approved by the FDA under that certain Clinical Development and License Agreement, dated July 14, 2005, by and between CDC IV, LLC, as successor in interest to Clinical Development Capital LLC, BioDelivery Sciences International, Inc. and Arius Pharmaceuticals, Inc., (ii) the closing of the BioDelivery Sciences International, Inc.'s sale of all or substantially all of its assets or the acquisition of the company by another entity by means of merger or other transaction as a result of which stockholders of BioDelivery Sciences International, Inc. immediately prior to such acquisition possess a minority of the voting power of the acquiring entity immediately following the acquisition, or (iii) any liquidation or winding up of the BioDelivery Sciences International, Inc. The warrant shall be void after the earlier of: (i) November 16, 2011, (ii) the closing of the BioDelivery Sciences International, Inc.'s sale of all or substantially all of its assets or the acquisition of the company by another entity by means of merger or other transaction as a result of which stockholders of BioDelivery Sciences International, Inc. immediately prior to such acquisition possess a minority of the voting power of the acquiring entity immediately following the acquisition, or (iii) any liquidation or winding up of the BioDelivery Sciences International, Inc. The reportable securities are owned directly by CDC IV, LLC and indirectly by CDC Operatiions LLC (Manager of CDC IV, LLC), David R. Ramsay, Argeris Karabelas and Jan Leschly. CDC Operations LLC disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that CDC Operations LLC is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of its pecuniary interest therein. David R. Ramsay, Argeris Karabelas and Jan Leschly are each partners of CDC Operations LLC. Messrs. Ramsay, Karabelas and Leschly each disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that Messrs. Ramsay, Karabelas and Leschly is the beneficial owner of such securities for purposes of Section 16 or any other purpose, except to the extent of their pecuniary interest therein. /s/ David R. Ramsay 2006-06-09