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                                                                    Exhibit 10.7




                                   Agreement

     Agreement ("Agreement") made as of this 30th day of Nov, 2000, by and
between BioDelivery Sciences Inc, the ("Company"), and Biotech Specialty
Partners, LLC, a Delaware limited liability company ("BSP").

     I. Introductory Statement

     The "BSP Network" is an alliance of biotechnology and pharmacy, marketing
and distribution companies being created by contract between BPS and such
companies. The BSP Network provides strategic relationships and affiliations
designed to empower biotechnology firms to further product research and
development and when its products become marketable, to have in place a
marketing and distribution network at both wholesale and retail. BSP alliances
generally position biotech companies with overall margins that are
significantly higher than pharmaceutical company royalty arrangements by
offering distribution capabilities as well as contract research and
manufacturing assistance.

     Company is a biopharmaceutical product development company which is
focused on introducing new technologies using its patented delivery system,
such as antifungal, antibiotic, antiviral, oncology chemotherapy, monoclonal
antibodies, hormones, gene therapies, and vaccines, that improve the
performance of existing drugs and address significant problems such as drug
resistance and toxicity.

     Company has determined that it is in its best interests to become a member
of the BSP Network and BSP has determined that Biotech's proprietary rights to
certain drugs make Company an appropriate party to join the BSP Network.
Accordingly, this Agreement is being entered into to effect Company' membership
into the BSP Network and to create a contracted alliance consistent with such
membership.

     II. Terms and Conditions

     Company and BSP, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, do hereby agree as follows:

     1. Covered Products.
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        Company hereby appoints BSP as a non-exclusive distributor of its drugs
        and products for Specialty Pharmacy, Institutional pharmacies, and mail
        order/online distribution.

     2. Right-of-first Refusal.
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        Company hereby grants to BSP the right to have any therapeutic drug or
        device requiring or not requiring (i.e. OTC) U.S. Food and Drug
        Administration ("FDA") approval for marketing and sale in the United
        States and to which Company possesses any proprietary rights and/or of
        which Company is sponsoring the development become Covered Products
        under this Agreement.

     3. Responsibilities of Company re Covered Products.
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During the term of this Agreement, with respect to Covered Products, Company
shall, as deemed appropriate by the Company:

     (i)    Direct and pay for the research and development of a Covered Product
            with the objective of obtaining FDA approval for its marketing and
            sale in the United States. Company may sponsor/or contract with
            others for such research and development activities provided that it
            does not grant to others any manufacturing, selling or use rights
            without BSP's prior written approval.

     (ii)   Direct, prosecute with due diligence and expediency and pay for the
            application and procurement of United States patent rights and
            patents rights in such foreign countries as may be deemed prudent in
            the circumstances after consultation with BSP.

     (iii)  Following FDA marketing approval of a Covered Product, direct and
            pay for such clinical trials, tests, record keeping and reporting
            functions as may be required or appropriate to maintain in good
            standing such approval.

     (iv)   Perform the functions described in (i)-(iii) above with respect to
            obtaining marketing approvals in non-U.S. jurisdictions as may be
            appropriate in the circumstances.

     (v)    Manufacture or arrange for the manufacturing of Covered Products in
            accordance with FDA prescribed "good manufacturing practices." All
            packaging and labeling of Covered Products shall be produced in
            accordance with applicable FDA and other governmental regulations.
            Company shall consult with BSP with respect to packaging design.
            Company shall maintain from time to time adequate inventories of
            Covered Products based upon sales projections provided from time to
            time by BSP.

     (vi)   Keep BSP fully informed of all activities described in (i)-(v) above
            and consult with BSP on research and development strategies and
            progress.

     (vii)  Provide marketing, technical and sales support for BSP's marketing
            and distribution of a Covered Product.

4. Rights and Responsibilities of BSP re Covered Products.
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   During the term of this Agreement, with respect to Covered Products, BSP
   shall, as deemed appropriate by BSP:

     (i)    Provide consulting assistance to Company with respect to the
            research and development of Covered Products. BSP will refer to
            Company appropriate CRO's (Contract Research Organizations) to
            assist Company with such activities, including regulatory
            compliance. Such CRO's may be members of the BSP Network.

     (ii)   Consult with Company concerning the design of packaging and package
            inserts.


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          (iii) Develop and maintain a Specialty Pharmacy marketing program for
                each Covered Product, including a marketing plan, advertising,
                marketing and sales materials, pricing strategies, packaging
                materials, sales training and other matters customarily included
                in a comprehensive marketing program for a health-industry
                product. BSP shall coordinate such a program with the support
                services to be provided by Company pursuant to Section (3)(vii)
                above.

          (iv)  Establish a distribution program for each Covered Product, BSP
                shall designate wholesalers/distribution/retailers, some or all
                of which may be members of the BSP Network. BSP's right to
                distribute a Covered Product shall be exclusive to it for
                Specialty Pharmacy and Mail order/online pharmacy, except as
                provided in Section 9(b) below. BSP shall keep Company advised
                from time to time of anticipated sales so as to allow Company to
                maintain adequate inventories of Covered Products.

          (v)   Keep Company fully informed of all activities described in (i) -
                (iv) above and consult with and assist BSP on continuing
                research and development and regulatory compliance matters.

5.   BSP Network

     BSP is forming a network consisting of distributors, wholesalers, retailers
     and others ("BSP Network"). BSP shall, from time to time, provide the
     Company with a written list of current participants in the BSP Network. The
     Company agrees that it shall recognize and respect BSP's relationship with
     the members of the BSP Network and that the Company shall, whenever
     possible, only make sales of its products to members of the BSP Network
     through BSP, pursuant to this Agreement. The Company agrees to exercise
     best efforts and good faith to avoid making any sales of its products to
     members of the BSP Network in circumvention of BSP.

6.   Financial Terms.

          (a)   During the term of this Agreement, the Company shall sell to BSP
                all of its products, as and when purchased by BSP, at a cost
                which is the lesser of: (i) ten percent (10%) below the lowest
                wholesale acquisition cost ("WAC"), inclusive of rebates,
                quantity discounts, etc; or (ii) the lowest cost at which the
                Company is then selling said product(s) to any other purchaser.
                At the request of BSP, the Company shall structure part, or all
                of the discount below WAC as a rebate to BSP.

7.   Terms of Agreement.

     The terms of this Agreement ("Term") shall commence upon execution hereof
     and continue until such time as there is no product which constitutes a
     Covered Product hereunder. Each product, upon becoming a Covered Product
     hereunder, shall remain a Covered Product for a minimum period of five (5)
     years following FDA approval of the marketing and sale of the product in
     the United States. Such five-year period may be extended for an additional
     period of five years at the option of BSP in the event that minimum sales
     levels of the Covered Product shall not have been met during said
     five-year period. "Minimum sales levels", as used herein, means levels of
     sales for the five-year period established by BSP and Company by
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     negotiation in good faith prior to the commencement of the five-year
     period. Minimum sales levels may be expressed as units sold, market share,
     market penetration, or dollar volume or some consideration thereof. BSP's
     exercise of its option to extend the Term with respect to a Covered Product
     shall be made, if at all, by written notice given to Company no later than
     thirty (30) days prior to the first five-year period set forth above.

8.   Effect of Termination.

     Upon expiration of the period during which a product is a Covered Product
     hereunder, BSP shall have the right for a period of at least ten (10) years
     thereafter, to acquire and be a distributor of a Covered Product on price
     terms that are no less favorable than any other wholesaler or distributor
     of the Covered Product. BSP's rights hereunder may be assigned to one or
     more members of the BSP Network.

9.   Early Termination.

     (a)  Either party may terminate the Term by written notice to the other
          party if the other party shall be in default of any material provision
          of this agreement and such default shall continue for a period of at
          least forty-five (45) days after written notice of a default given to
          the defaulting party (except in the case of a default in the payment
          of money in which case the time period shall be twenty (20) days. Upon
          any such termination, the respective rights and obligations of each
          party shall cease and be of no further force and effect except that
          each party shall be liable for any accrued obligations to pay money
          and each party shall remain liable for breach of agreement, if any.
          Moreover, any right of termination shall be without prejudice to any
          right to obtain injunctive or other equitable relief.

     (b)  Company shall have the right, any provisions of this Agreement to the
          contrary notwithstanding, to terminate the Term with respect to a
          Covered Product which is a therapeutic drug at any time prior to the
          commencement of Phase III FDA human clinical trials for such Covered
          Product. If Company is offered (and it accepts said offer) a
          contractual arrangement, including sales/marketing/distribution by the
          Company, for the sales/marketing/distribution of such Covered Products
          which arrangement will yield to Company a greater return on the sale
          of such Covered Product for Specialty Pharmacy and Mail order/online
          pharmacy than is provided for in this Agreement, all factors being
          taken into consideration and providing that such arrangement is
          inconsistent with the role of BSP hereunder. Such right of termination
          shall be exercised, if at all, by written notice given by Company to
          BSP, which notice shall set forth all relevant terms of the
          alternative arrangement. Termination shall be effective thirty (30)
          days after such notice, provided BSP shall have been given the
          opportunity by Company to verify the alternative arrangement.

10   Waiver of Conflict of Interest

          The Company has received full disclosure that certain shareholders,
     management and consultants of BioDelivery Sciences International, Inc. also
     serve as shareholders, management or consultants of BSP, that BSP is a
     development stage company with limited business experience, that BSP
     anticipates earning significant revenue as a result of this Agreement and
     that certain administrative and professional (including legal and
     accounting) support to BDSI and potentially to BDS, may also provide
     similar services to BSP (the "Disclosed Relationship"). The
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Company has had the opportunity to make due diligence inquiry of the officers,
directors and shareholders of both BSP and BioDelivery Sciences International,
Inc regarding the Disclosed Relationship, this Agreement and the potential
conflict of interest which may result there from. Based on the disclosure of
the Disclosed Relationship and the right to conduct due diligence inquiry and
the right to consult with and rely upon the advice of independent experts
including, but not limited to, legal counsel, the Company confirms that it has
waived all conflicts of interest, defenses or claims which may arise from or
relate to any such conflicts of interest. The Company warrants that the
Disclosed Relationship and the potential conflicts of interest have been
disclosed to the satisfaction of its Board of Directors which, after being
informed, adopted Resolutions which waived the potential conflicts of interest
of BSP and of the directors and officers of BioDelivery Sciences international,
Inc.

/s/ [illegible signature]            4 Dec 2000
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BioDelivery Sciences, Inc            Date



/s/ [illegible signature]            11-30-00
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BioTech Specialty Partners, LLC      Date