Extension Agreement




			
	



	  	Exhibit 10.77

 BioDelivery Sciences International, Inc. 

4131 ParkLake Avenue 
 Suite 225 

Raleigh, North Carolina 27612 
 USA 

Arius Pharmaceuticals, Inc. 
 4131 ParkLake Avenue 

Suite 225 
 Raleigh, North Carolina 27612 

USA 
 CONFIDENTIAL 

February 27, 2016 
 Dear Sirs, 

Extension of Assignment and Revenue Sharing Agreement 
 We
refer to the Assignment and Revenue Sharing Agreement dated January 23, 2015 (the “Agreement”) between Meda AB (“Meda”), Arius Pharmaceuticals, Inc. (“Arius”) and BioDelivery Sciences
International, Inc. (“BDSI Parent”; collectively with Arius, “BDSI”). Terms used in this letter shall have the meaning given to them in the Agreement unless specified otherwise. 

Clause 3.1 of the Agreement provides that BDSI shall use its Commercially Reasonable Efforts to seek a New Licence of the rights granted under the License and
Development Agreement between BDSI and Meda signed 5 September 2007. Under Clause 5 of the Agreement, if BDSI has not identified and agreed terms with a New Licensee, and entered into a New License with such New Licensee, on or before
31 December 2015, Meda has the right, but not the obligation, to demand the reassignment of the Marketing Authorizations in the Territory to Meda and to terminate the Agreement. 

Meda and BDSI agree that while BDSI used Commercially Reasonable Efforts, as of the date of this letter, BDSI has not identified and/or agreed terms with a
New Licensee or entered into a New License. 
 The parties hereby agree to extend the period described in Clause 5.1 of the Agreement from on or before
31 December 2015 to on or before 31 December 2016 (the “Extended Period”). The parties also agree that during the Extended Period the parties will discuss the possibility of extending the Agreement by another year in the
event BDSI has been unable to identify and/or agree terms with a New Licensee, 

  

			
	 Meda AB (publ), corporate ID:556427-2812
 Pipers
vag 2A, Box 906, SE-170 09 Solna, Sweden
 Tel: +46-8-630 19 00, Fax: +46-8-630 19 50, www.meda.se
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and enter into a New License prior to the end of the Extended Period. The parties hereby agree that (i) as set out in Clauses 5.1 and 5.3, the final date by which Meda can provide a
Reactivation Notice or by which BDSI execute a New License with a New Licensee and (ii) the date referenced in clause (iv) of Section 2.6(a) of the Agreement, will be, in the case of (i) and (ii), extended from 28 February
2016 to 28 February 2017. 
 The provisions of Sections 7 and 8 of the Agreement shall apply to this letter. 

Meda, Arius and BDSI Parent have confirmed their respective agreement to the terms of this letter by signing below. 

Signed by /s/ Dr. Jorg-Thomas Dierks 
 Name:
Dr. Jorg-Thomas Dierks 
 Title: CEO 
 Date:
February 27, 2016 
 MEDA AB 
 Signed by /s/ Mark
A. Sirgo 
 Name: Mark A. Sirgo 
 Title: President &
CEO 
 Date: February 29, 2016 
 ARIUS
PHARMACEUTICALS, INC 
 Signed by /s/ Mark A. Sirgo 

Name: Mark A. Sirgo 
 Title: President & CEO 

Date: February 26, 2016 
 BIODELIVERY SCIENCES
INTERNATIONAL, INC 

  

			
	 Meda AB (publ), corporate ID:556427-2812
 Pipers
vag 2A, Box 906, SE-170 09 Solna, Sweden
 Tel: +46-8-630 19 00, Fax: +46-8-630 19 50, www.meda.se
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