definiens: shall be deleted and replaced in its entirety with the following : means all countries of the world other than the United States, Canada, Mexico, Taiwan and the Republic of Korea . " h. The first sentence of Section 2.01(a ) shall be deleted and replaced in its entirety with the following sentence : " In addition to and without limiting Sections 3.02(e ) and 11.03, Meda shall use Commercially Reasonable Efforts to pursue Product Development for the Licensed Product in the Territory . " 1 . The fourth and fifth sentences of Section 2.01 ( a ) shall be deleted and replaced in their entirety with the following two sentences : " Notwithstanding the exclusivity of Section 3.02(a ), ( i ) if Meda fails to use Commercially Reasonable Efforts to pursue Product Development in the European Countries in accordance with this Section 2.01(a ), and does not remedy such breach within sixty ( 60 ) days after receiving written notice from BDSI thereof, the rights granted to Meda under this Agreement will, provided that Meda has failed to remedv such breach within such 60 days period, effective upon a second written notice to Meda, become nonexclusive with respect to the European Countries and ( m if Meda fails to use Commercially Reasonable Efforts to pursue Product Development in countries other than .the European Countries in accordance with this Section 2.01(a ), and does not remedy such breach within sixty ( 60 ) days after receiving written notice from BDSI thereof, the rights granted to Meda under this Agreement with respect to the country{ies ) in which Meda has failed to use such Commercially Reasonable Efforts will, provided that Meda has failed to remedy such breach within such 60 days period, become nonexclusive or BDSI may terminate this Agreement with respect to such country(ies ), if and as elected, in either case, by BDSI in, and effective 30 days following, a second written notice to Meda . However the right to terminate the exclusivity of this Agreement shall expire with respect to the European Countries on the date Meda has obtained M.arketing Authorizations in Germany and in anv two ( 2 ) additional European Countries within the Territory . " J. The sentence in Section 2.07 corresponding to the following sentence shall be deleted and replaced in its entirety with the following sentence : 15872.28 - 558943 v 10 " However, if, following expiration of the last to expire of the Licensed Patent Rights in the European Countlies, the Minimum Unit Price exceeds thirty­three per cent ( 33 % ) of Meda 's weighted average Net Sales per Unit in a particular calendar quarter for ( n the European Countries or ( ii ) that portion of the Territory other than the European Countries ( i.e. all countries { O()091142.DOC.2)3 CONFIDENTIAL TREATMENT REQUESTED BY BIODELIVERY SCIENCES INTERNATIONAL, INC . ; IRS EMPLOYER IDENTIFICATION NUMBER 35 - 2089858 in the Territorv other than the European Countries ), respectively, then the Parties shall meet to discuss in good faith a mutually - agreeable revision to the economic terms of this Agreement and the Supply Agreement with respect to ( 1 ) the European Countries or ( 2 ) that portion of the Territory other than the European Countries, respectively, provided that if the parties are unable to reach an agreement within thirty ( 30 ) days of initiating such discussions, Meda shall, with respect to ( a ) the European Countries or ( b ) that portion of the Territory other than the European Countries, respectively, be entitled to ( X ) terminate the Supply Agreement, as further described therein, and ( Y ) secure its supply of Licensed Product by its own manufacture or through a Third Party manufacturer . " k. The sentence in Section 3.02(e ) corresponding to the following sentence shall be deleted and replaced in its entirety with the following sentence : " Subject to the directions, instruction, and oversight of the ESC, Meda shall prepare and file with each of the applicable Competent Authorities the appropriate applications and related documents necessary to obtain Governmental Approval to market and sell the Licensed Product in each country in the Territory in which Meda decides to market the Licensed Product . " 1 . The clause in Section 3.02(e)iii . corresponding to the following clause shall, effective upon the tennination ofthe security interest of QLT USA, Inc. ( ) in the Licensed Patent Rights, BEMA License Agreement, dated August 2, 2006, between Arius and Arius Two, Inc. ( ), as amended, and other BEMA - related assets of Arius Two, as established in the Amended and Restated Security Agreement between Arius Two and QLT, dated September 5, 2007, and Amended and Restated Patent and Trademark Security Agreement between Arius Two and QLT, dated September 5,2007, regarding, in each case, Arius Two 's BEMA - related assets to the extent concerning countries outside of the United States, Mexico, and Canada, be deleted and replaced in its entirety with the following clause : " upon receipt of Governmental Approval to market and sell the Licensed Product in a country in the Territory ( including but not limited to Pricing and Reimbursement Approvals, if and as necessary ), Meda shall commence the marketing and sale of the Licensed Product in such country within six months of receipt of such Governmental Approval or, if such country is not listed on Exhibit E, such other longer period of time as may be commerciallv reasonable with respect to such countrv . " m. The first sentence of Section 5.01(b ) shall be deleted and replaced in its entirety with the following sentence : 15872.28 - 558943 vi 0 " Meda agrees to use Commercially Reasonable Efforts to promote the sale, marketing, and distribution of the Licensed Product in each of the European { 00091142.DOC.2}4 CONFIDENTIAL TREATMENT REQUESTED BY BIODELIVERY SCIENCES INTERNATIONAL, INC . ; IRS EMPLOYER IDENTIFICATION NUMBER 35 - 2089858 Countries and in such other countries of the Territory in which Meda decides to market the Licensed Product . " n. The fourth sentence of Section 5.01(b ) shall be deleted and replaced in its entirety with the following sentence : " Meda agrees that ( i ) during the first five years after launch of the Licensed Product in the European Countries, it will spend US$ 25,OOO, OOO for the marketing and promotion of the Licensed Product in the European Countries and ( ii ) after launch ofthe Licensed Product in any country(ies ) of the Territory outside the European Countries, it will spend a commercially reasonable amount for the marketing and promotion of the Licensed Product in country(ies ) of the Territory outside the European Countries . " o. The first sentence of Section 6.04(c ) shall be deleted and replaced in its entirety with the following sentence : " Meda will maintain a pharmacovigilance database for the Licensed Product in the Territory, and BOSI shall use ( or use commercially reasonable efforts to ensure that its sublicensees use ) commercially reasonable efforts to materially comply with any comparable obligations or requirements of any applicable laws in the United States . " p. The first two sentences of Section 7.01 shall be deleted and replaced in their entirety with the following three sentences : q