Common Stock Purchase Warrant



 Exhibit 4.1 
 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 

  

 2 








 
Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall 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 

  

 3 








 
distribution on outstanding Common Stock or any preferred stock issued by the Company, (b) 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 

  

 4 








 
low reported sale prices per share of Common Stock thereon on the trading day immediately 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 

  

 5 








 
conversion or exchange of all such Convertible Securities issuable upon the exercise of such 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 

  

 6 








 
for such changed purchase price, additional consideration or conversion rate, as the case may be, 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 

  

 7 








 
outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be 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, 

  

 8 








 
or by facsimile transaction, at such address and fax number as may have been furnished to the 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


  

 9 








 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:	 	  

					
		 		 		 		 	  


  

 10 








 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
Transferred
	 	 	  	 Number
 Transferred

							
	  	 		  	  	 		  	  	 		  	  
							
	  	 		  	  	 		  	  	 		  	  
							
	  	 		  	  	 		  	  	 		  	  
							
	  	 		  	  	 		  	  	 		  	  

  

					
	 Dated:
                                       
 
	 	  

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

			
		 		 	  

		
		 	SIGNED IN THE PRESENCE OF:
		
		 	  

	ACCEPTED AND AGREED:	 	(Name)
	[TRANSFEREE]	 		 	
			
	  	 		 	
	(Name)	 		 	

  

 11