Amended and Restated Registration Rights Agreement


 Exhibit 10.5 
 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 This Amended and Restated Registration Rights
Agreement (this “Agreement”) is effective as of December 28, 2006, by and between BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”), and Laurus Master Fund, Ltd. (“Laurus”).

 This Agreement amends and restates, in its entirety, that certain Registration Rights Agreement (the “Original Registration Rights
Agreement”) made pursuant to those certain Third Amendments, dated as of July 25, 2006 (collectively, the “July Amendments”), to the Securities Purchase Agreements, dated as of, respectively, February 22 and May 31,
2005, by and between Laurus and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreements”), and pursuant to New Warrants referred to therein. This Agreement is made pursuant to those certain
Fourth Amendments, dated as of the date hereof (collectively, the “December Amendments”, and together with the July Amendments, the “Amendments”), to the Securities Purchase Agreements and pursuant to the New Warrants referred to
therein. 
 The Company and Laurus hereby amend and restate the Original Registration Rights Agreement in its entirety and agree as follows:

 1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in the Securities Purchase Agreements and
the Amendments shall have the meanings given such terms in the Securities Purchase Agreements and the Amendments. As used in this Agreement, the following terms shall have the following meanings: 
 “Amendments” has the meaning given to such term in the Preamble hereto. 
 “Commission” means the Securities and Exchange Commission. 
 “Common Stock” means shares of the Company’s common stock, par value $0.001 per share. 
 “December Amendments” has the meaning given to such term in the Preamble hereto. 
 “Effectiveness Period” means the period beginning on the date of effectiveness of the Registration Statement and ending the date which
is the earlier date of when: (i) all Registrable Securities have been sold or (ii) all Registrable Securities covered by such Registration Statement may be sold immediately without registration under the Securities Act and without volume
restrictions pursuant to Rule 144(k), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute. 






 “Holder” or “Holders” means Laurus or any of its affiliates or
transferees to the extent any of them hold Registrable Securities, other than those purchasing Registrable Securities in a market transaction. 
 “Indemnified Party” has the meaning set forth in Section 5(c). 
 “Indemnifying Party” has
the meaning set forth in Section 5(c). 
 “July Amendments” has the meaning given to such term in the Preamble hereto.

 “New Warrants” means the Common Stock purchase warrants to purchase (i) an aggregate of 110,000 shares of Common
Stock at $3.00 per share issued pursuant to the July Amendments; (ii) an aggregate of 943,305 shares of Common Stock at $3.05 per share issued on December 28, 2006 pursuant to the December Amendments; and (iii) an aggregate of 556,695
shares of Common Stock at $3.05 per share issued on December 28, 2006 pursuant to the December Amendments. 
 “Original
Registration Rights Agreement” has the meaning given to such term in the Preamble hereto. 
 “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened. 
 “Prospectus” means the prospectus included in the Registration Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by the Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus. 
 “Registrable Securities” means only the shares of Common Stock
issued upon the conversion of the New Warrants. 
 “Registration Statement” means each registration statement required to be
filed hereunder, including the Prospectus therein, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to
be incorporated by reference in such registration statement. 
 “Rule 144” means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 
 “Securities Act” means the Securities Act of 1933, as amended, and any successor statute. 






 “Securities Purchase Agreements” has the meaning given to such term in the Preamble
hereto. 
 “Trading Market” means any of the NASD OTC Bulletin Board, NASDAQ Capital Market, the Nasdaq National Market, the
American Stock Exchange or the New York Stock Exchange. 
 2. Registration Rights. 
 A. Piggy-Back Registration Rights. If, at any time prior following the date hereof, the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or
their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then the Company
shall send to each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part
of such Registrable Securities such Holder requests to be registered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks
applicable to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. 
 B. Automatic Registration Rights. In the event the Company does not prepare and file with the Commission a registration statement as set forth in
Paragraph “3(A)” above on or before July 31, 2007 (the “Registration Date”), the Company shall file a registration statement with the Commission which shall include the Registrable Securities on the Registration Date.

 3. Registration Procedures. If and whenever the Company is required by the provisions hereof to effect the registration of any
Registrable Securities under the Securities Act, the Company will, as expeditiously as possible: 
 (a) prepare and file with the Commission a
Registration Statement with respect to such Registrable Securities, respond as promptly as possible to any comments received from the Commission, and use its best efforts to cause the Registration Statement to become and remain effective for the
Effectiveness Period with respect thereto, and promptly provide to Laurus copies of all filings and Commission letters of comment relating thereto; 
 (b) prepare and file with the Commission such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities covered by such Registration Statement and to keep such Registration Statement effective until the expiration of the Effectiveness Period applicable to such Registration Statement; 






 (c) furnish to Laurus such number of copies of the Registration Statement and the Prospectus included
therein (including each preliminary Prospectus) as Laurus reasonably may request to facilitate the public sale or disposition of the Registrable Securities covered by the Registration Statement; 
 (d) use its commercially reasonable efforts to register or qualify Laurus’ Registrable Securities covered by such Registration Statement under the
securities or “blue sky” laws of such jurisdictions within the United States as Laurus may reasonably request, provided, however, that the Company shall not for any such purpose be required to qualify generally to transact business as a
foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such jurisdiction; 
 (e) list the Registrable Securities covered by such Registration Statement with any securities exchange on which the Common Stock of the Company is then listed; 
 (f) immediately notify Laurus at any time when a Prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge as a result of which
the Prospectus contained in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and 
 (g) make available for inspection by Laurus and any attorney, accountant or other agent
retained by Laurus, all publicly available, non-confidential financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors and employees to supply all publicly available,
non-confidential information reasonably requested by the attorney, accountant or agent of Laurus. 
 4. Registration Expenses. All
expenses relating to the Company’s compliance with Sections 2 hereof, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees
and expenses (including reasonable counsel fees) incurred in connection with complying with state securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of transfer agents and registrars, reasonable fees of, and
disbursements incurred by, one counsel for the Holders approved in advance by the Company, are called “Registration Expenses.” All selling commissions applicable to the sale of Registrable Securities, including any fees and disbursements
of any special counsel to the Holders beyond those included in Registration Expenses, are called “Selling Expenses.” The Company shall only be responsible for all Registration Expenses. 
 5. Indemnification. 
 (a) In the event
of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless Laurus, and its officers, directors and each other person, if any, who controls Laurus within the
meaning of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Laurus, or such persons may become subject under the Securities Act or otherwise, 






 insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant to this Agreement, any preliminary Prospectus or
final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse Laurus, and each such person for any reasonable legal or other expenses incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by or on behalf of Laurus or any such person in writing specifically for use in any such document, or the failure of Laurus to deliver a Prospectus, to the extent that Laurus was required to do so under
applicable securities laws. 
 (b) In the event of a registration of the Registrable Securities under the Securities Act pursuant to this
Agreement, Laurus will indemnify and hold harmless the Company, and its officers, directors and each other person, if any, who controls the Company within the meaning of the Securities Act, against all losses, claims, damages or liabilities, joint
or several, to which the Company or such persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact which was furnished in writing by Laurus to the Company expressly for use in (and such information is contained in) the Registration Statement under which such Registrable Securities were registered
under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such person for any reasonable legal or other expenses incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided, however, that Laurus will be liable in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished in writing to the Company by or on behalf of Laurus specifically for use in any such document. Notwithstanding the provisions of
this paragraph, Laurus shall not be required to indemnify any person or entity in excess of the amount of the aggregate net proceeds received by Laurus in respect of Registrable Securities in connection with any such registration under the
Securities Act. 
 (c) Promptly after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”) of
notice of the commencement of any action, such Indemnified Party shall, if a claim for indemnification in respect thereof is to be made against a party hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”), notify
the Indemnifying Party in writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any liability which it may have to such Indemnified Party other than under this Section 5(c) and shall only relieve it
from any liability which it may have to such 






 Indemnified Party under this Section 5(c) if and to the extent the Indemnifying Party is prejudiced by such
omission. In case any such action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel satisfactory to such Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume and undertake the defense thereof, the Indemnifying
Party shall not be liable to such Indemnified Party under this Section 5(c) for any legal expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its own counsel, then
the Indemnified Party shall pay all fees, costs and expenses of such counsel, provided, however, that, if the defendants in any such action include both the Indemnified Party and the Indemnifying Party and the Indemnified Party shall
have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict
with the interests of the Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the reasonable expenses and
fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. 
 (d)
In order to provide for just and equitable contribution in the event of joint liability under the Securities Act in any case in which either: (i) Laurus, or any officer, director or controlling person of Laurus, makes a claim for
indemnification pursuant to this Section 5 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of Laurus or such
officer, director or controlling person of Laurus in circumstances for which indemnification is provided under this Section 5; then, and in each such case, the Company and Laurus will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in such proportion so that Laurus is responsible only for the portion represented by the percentage that the public offering price of its securities offered by the
Registration Statement bears to the public offering price of all securities offered by such Registration Statement; provided, however, that, in any such case, (A) Laurus will not be required to contribute any amount in excess of the
public offering price of all such securities offered by it pursuant to such Registration Statement; and (B) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent misrepresentation. 
 6. Representations and Warranties.

 (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act. The Company has filed: (i) its
Annual Report on Form 10-KSB for each of its fiscal years ended December 31, 2004 and December 31, 2005 and (ii) its Quarterly Report on Form 10-QSB for the fiscal quarter ended on March 31, 2006 (collectively, the “SEC
Reports”). Each SEC Report was, at the time of its filing, in substantial compliance with the requirements of its respective form and none of the SEC Reports, nor the financial statements (and the notes 






 thereto) included in the SEC Reports, as of their respective filing dates, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC
Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been
prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or
(ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed) and fairly present in all material respects the financial condition, the results of operations and the cash flows of the Company
and its subsidiaries, on a consolidated basis, as of, and for, the periods presented in each such SEC Report. 
 (b) The Common Stock is
listed for trading on the Nasdaq Capital Market and satisfies all requirements for the continuation of such listing, and the Company shall do all things necessary for the continuation of such listing. The Company has not received any notice that its
Common Stock will be delisted from the Nasdaq Capital Market (except for prior notices which have been fully remedied) or that the Common Stock does not meet all requirements for the continuation of such listing. 
 (c) The New Warrants and the shares of Common Stock which Laurus may acquire pursuant to the New Warrants are all restricted securities under the
Securities Act as of the date of this Agreement. The Company will not issue any stop transfer order or other order impeding the sale and delivery of any of the Registrable Securities at such time as such Registrable Securities are registered for
public sale or an exemption from registration is available, except as required by federal or state securities laws. 
 (d) The Company
understands the nature of the Registrable Securities issuable upon the conversion of the New Warrants and recognizes that the issuance of such Registrable Securities may have a potential dilutive effect. The Company specifically acknowledges that
its obligation to issue the Registrable Securities is binding upon the Company and enforceable regardless of the dilution such issuance may have on the ownership interests of other shareholders of the Company. 
 (e) Except for agreements made in the ordinary course of business, there is no agreement that has not been filed with the Commission as an exhibit to a
registration statement or to a form required to be filed by the Company under the Exchange Act, the breach of which could reasonably be expected to have a material and adverse effect on the Company and its subsidiaries, or would prohibit or
otherwise interfere with the ability of the Company to enter into and perform any of its obligations under this Agreement in any material respect. 
 (f) The Company will at all times have authorized and reserved a sufficient number of shares of Common Stock for the full exercise of the New Warrants. 






 7. Miscellaneous. 
 (a) Remedies. In the event of a breach by the Company or by a Holder, of any of their respective obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled
to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. 
 (b) Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to the Registration Statement. 
 (c) Discontinued Disposition. Each
Holder agrees by its acquisition of such Registrable Securities that, upon receipt of a notice from the Company of the occurrence of aDiscontinuation Event (as defined below) such Holder will forthwith discontinue disposition of such Registrable
Securities under the applicable Registration Statement until such Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “Advice”) by the Company that
the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The
Company may provide appropriate stop orders to enforce the provisions of this paragraph. For purposes of this Agreement, a “Discontinuation Event” shall mean (i) when the Commission notifies the Company whether there will be a
“review” of such Registration Statement and whenever the Commission comments in writing on such Registration Statement (the Company shall provide true and complete copies thereof and all written responses thereto to each of the Holders);
(ii) any request by the Commission or any other Federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information; (iii) the issuance by the Commission of any
stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) the receipt by the Company of any notification with respect to
the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the occurrence of any event
or passage of time that makes the financial statements included in such Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or Prospectus, as the case may be, it
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

 (d) Piggy-Back Registrations. If at any time during the Effectiveness Period there is not an effective Registration Statement
covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of 






 any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their
then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans, then the Company shall
send to each Holder written notice of such determination and, if within fifteen (15) days after receipt of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of
such Registrable Securities such Holder requests to be registered to the extent the Company may do so without violating registration rights of others which exist as of the date of this Agreement, subject to customary underwriter cutbacks applicable
to all holders of registration rights and subject to obtaining any required consent of any selling stockholder(s) to such inclusion under such registration statement. 
 (e) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers orconsents to departures from the provisions
hereof may not be given, unless the same shall be in writing and signed by the Company and the Holders of the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with
respect to a matter that relates exclusively to the rights of certain Holders and that does not directly or indirectly affect the rights of other Holders may be given by Holders of at least a majority of the Registrable Securities to which such
waiver or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the immediately preceding sentence. 
 (f) Notices. Any notice or request hereunder may be given to the Company or Laurus at the respective addresses set forth below or as may hereafter
be specified in a notice designated as a change of address under this Section 8(f). Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail, Federal Express or
other national overnight next day carrier (collectively, “Courier”) or telecopy (confirmed by mail). Notices and requests shall be, in the case of those by hand delivery, deemed to have been given when delivered to any party to whom it is
addressed, in the case of those by mail or overnight mail, deemed to have been given three (3) business days after the date when deposited in the mail or with the overnight mail carrier, in the case of a Courier, the next business day following
timely delivery of the package with the Courier, and, in the case of a telecopy, when confirmed. The address for such notices and communications shall be as follows: 
  

			
	If to the Company:
	
	BioDelivery Sciences International, Inc.
	2501 Aerial Center Parkway, Suite 205
	Morrisville, North Carolina 27560
	Attention:	 	Mark Sirgo
	Facsimile:	 	(919) 653-5161


  







					
	 	 	with a copy to:
		
		 	Ellenoff Grossman & Schole LLP
		 	370 Lexington Ave.
		 	New York, New York 10017
		 	Attention:	 	Barry I. Grossman
		 	Facsimile:	 	(212) 370-7889
		
	 If to a Holder:
	 	To the address set forth under such Purchaser name on the signature pages hereto.
		
	 If to any other Person who is then the registered Holder:
	 	To the address of such Holder as it appears in the stock transfer books of the Companyor such other address as may be designated in writing hereafter in accordance with this Section
8(g) by such Person.

 (g) Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the successors and permitted assigns of each of the parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior written consent of each Holder. Each Holder may assign
their respective rights hereunder in the manner and to the persons and entities as permitted under the Note, Warrant and the Securities Purchase Agreement with the prior written consent of the Company, which consent shall not be unreasonably
withheld. 
 (h) Execution and Counterparts. This Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and, all of which taken together shall constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation
of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof. 
 (i) Governing Law, Jurisdiction and Waiver of Jury Trial. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to contracts made and
performed in such State, without regard to principles of conflicts of law (other than the principles set forth in Section 5-1401 of the General Obligations Law of the State of New York). The Company hereby consents and agrees that the state or
federal courts located in the County of New York, State of New York shall have exclusion jurisdiction to hear and determine any Proceeding between the Company, on the one hand, and Laurus, on the other hand, pertaining to this Agreement or to any
matter arising out of or related to this Agreement; provided, that Laurus and the Company acknowledge that any appeals from those courts may have to be heard by a court located outside of the County of New York, State of New York, and
further provided, that nothing in this Agreement shall be deemed or operate to preclude Laurus from bringing a Proceeding in any other jurisdiction to collect the obligations, to realize on the Collateral or any other security for the
obligations, or to enforce a judgment or other court order in favor of Laurus. The Company expressly submits and consents in advance to such jurisdiction in any Proceeding commenced in any such court, and the 






 Company hereby waives any objection which it may have based upon lack of personal jurisdiction, improper venue or
forum non conveniens. The Company hereby waives personal service of the summons, complaint and other process issued in any such Proceeding and agrees that service of such summons, complaint and other process may be made by registered or
certified mail addressed to the Company at the address set forth in Section 7(g) and that service so made shall be deemed completed upon the earlier of the Company’s actual receipt thereof or three (3) days after deposit in the U.S.
mails, proper postage prepaid. The parties hereto desire that their disputes be resolved by a judge applying such applicable laws. Therefore, to achieve the best combination of the benefits of the judicial system and of arbitration, the parties
hereto waive all rights to trial by jury in any Proceeding brought to resolve any dispute, whether arising in contract, tort, or otherwise between Laurus and/or the Company arising out of, connected with, related or incidental to the relationship
established between then in connection with this Agreement. If either party hereto shall commence a Proceeding to enforce any provisions of this Agreement, the Securities Purchase Agreement or any Related Agreement, then the prevailing party in such
Proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Proceeding. 
 (j) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 
 (k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of
the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 
 (l) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

 [Signature Page Follows] 






 IN WITNESS WHEREOF, the parties have executed this Amended and Restated Registration Rights Agreement as
of the date first written above. 
  

									
	BIODELIVERY SCIENCES INTERNATIONAL, INC.	 	 	 	LAURUS MASTER FUND, LTD.
					
	By:	 	 /s/ James A. McNulty.
	 		 	By:	 	 /s/ Eugene Grin

	Name:	 	James A. McNulty	 		 	Name:	 	Eugene Grin
	Title:	 	Secretary, Treasurer and CFO	 		 	Title:	 	Director
				
		 		 		 	Address for Notices:
				
		 		 		 	825 Third Avenue, 14th Floor
		 		 		 	New York, NY 10022
		 		 		 	Attention: Eugene Grin
		 		 		 	Facsimile: 212-541-4434







 EXHIBIT A 
 [                        , 200    ] 
 VIA FACSIMILE (718) 921-8326 
 American Stock Transfer

     & Trust Company 
 40 Wall Street

 New York, NY 10005 
 Attn: Isaac Freilich 
 Re: BioDelivery Sciences International, Inc. Registration Statement on Form [S-3] 
 Ladies and Gentlemen: 
 As counsel to BioDelivery Sciences
International, Inc., a Delaware corporation (the “Company”), we have been requested to render our opinion to you in connection with the resale by the individuals or entitles listed on Schedule A attached hereto (the “Selling
Stockholders”), of an aggregate of              shares (the “Shares”) of the Company’s Common Stock. 
 A Registration Statement on Form [S-3] under the Securities Act of 1933, as amended (the “Act”), with respect to the resale of the Shares was
declared effective by the Securities and Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We understand that the Shares are to be offered and sold in the manner described in the Prospectus. 
 Based upon the foregoing, upon request by the Selling Stockholders at any time while the registration statement remains effective, it is our opinion that
the Shares have been registered for resale under the Act and new certificates evidencing the Shares upon their transfer or re-registration by the Selling Stockholders may be issued without restrictive legend. We will advise you if the registration
statement is not available or effective at any point in the future. 
  

	
	Very truly yours,
	
	[Company counsel]