Amended and Restated Registration Rights Agreement



 Exhibit 10.5 
 AMENDED AND RESTATED 
 REGISTRATION RIGHTS AGREEMENT 
 THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (“Agreement”) is entered into as of May 16, 2006, by and between
BioDelivery Sciences International, Inc., a Delaware corporation (the “Company”) and CDC IV, LLC, a Delaware limited liability company (the “Purchaser”). 
 R E C I T A L S: 
 WHEREAS, the Company entered into a certain Clinical
Development and License Agreement dated as of July 14, 2005 by and among the Company, Arius Pharmaceuticals, Inc., a wholly-owned subsidiary of the Company and Purchaser, an assignee of Clinical Development Capital LLC (“CDC”) (the
“License Agreement”); and 
 WHEREAS, the Company and Purchaser have amended the License Agreement pursuant to that certain
Amendment No. 2 to Clinical Development and License Agreement dated the date hereof; and 
 WHEREAS, in connection with such amendment,
the Company and Purchaser have entered into a Securities Purchase Agreement, dated the date hereof (the “Securities Purchase Agreement”); and 
 WHEREAS, this Agreement is made pursuant to the Securities Purchase Agreement and amends and restates that certain Registration Rights Agreement, dated as of July 14, 2005, by and between the Company and
Purchaser, an assignee of CDC. 
 NOW THEREFORE, in consideration of the foregoing recitals and the nutual promises and covenants hereinafter
set forth and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and the Purchaser hereby agree as follows: 
 (1) Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings ascribed to them below. Additional capitalize terms not otherwise defined herein shall have the meaning set forth in
the Securities Purchase Agreement. 
 (a) “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 issuance of the Warrant, the Warrant Shares and 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. 







 (b) “Registrable Securities” shall mean any Shares and Warrant Shares issued or issuable
upon exercise of the Warrant, together with any securities issued or issuable upon any stock split, dividend or other distribution, adjustment, recapitalization or similar event with respect to the foregoing. 
 (c) “Registration Statement” means the registration statement required to be filed under this Agreement, including the Prospectus,
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. 
 (d) “SEC” means the Securities and Exchange Commissions. 
 (e) “Securities Act” means The Securities Act of 1933, as amended, together with all rules and regulations promulgated thereunder

 (f) “Warrant Shares” means the shares of Common Stock issued or issuable upon exercise of the (i) Warrant issued in
connection with the Securities Purchase Agreement, and (ii) the Amended and Restated Warrant to purchase 601,120 shares of the Company’s Common Stock, issued to Purchaser on February 15, 2006. 
 (2) Shelf Registration 
 (a) The
Company shall use commercially reasonable efforts to cause to prepare and file with the SEC a “Shelf” Registration Statement covering the resale of all Registrable Securities for an offering to be made on a continuous basis pursuant to
Rule 415 on or prior to the 60th day following date hereof (the “Filing Date”). The Registration Statement shall be on Form S-3 and shall contain (except if otherwise directed by Purchaser) a “Plan of Distribution” substantially
in the form attached hereto as Exhibit A. Purchaser will furnish to the Company in writing the information specified in Item 507 or 508 of Regulation S-K, as applicable, of the Securities Act for use in connection with the
Registration Statement or prospectus or preliminary prospectus included therein. Purchaser agrees to promptly furnish additional information required to be disclosed in order to make the information previously furnished to the Company by Purchaser
not materially misleading. The Registration Statement shall register the Registrable Securities for resale by the holders thereof. 
 (b) The
Company shall use commercially reasonable efforts to cause the Registration Statement to be declared effective by the SEC on or prior to the date which is 60 days subsequent to the Filing Date, and shall use its best efforts to keep the Registration
Statement continuously effective under the Securities Act until the earlier of (i) the date when all Registrable Securities covered by such Registration Statement have been sold, or (i) two years from the effective date of the Registration
Statement (the “Effectiveness Period”). 
  

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 (c) The Company shall notify Purchaser in writing promptly (and in any event within one business day)
after receiving notification from the SEC that the Registration Statement has been declared effective. 
 (d) Upon the occurrence of any
Event (as defined below), as partial relief for the damages suffered therefrom by the Purchaser (which remedy shall not be exclusive of any other remedies which are available at law or in equity; and provided further that the Purchaser shall be
entitled to pursue an action for specific performance of the Company’s obligations under Paragraph (2)(b) above and any such actions at law, in equity, for specific performance or otherwise shall not require the Purchaser to post a
bond), the Company shall pay to Purchaser, as liquidated damages and not as a penalty (it being agreed that it would not be feasible to ascertain the extent of such damages with precision), such amounts and at such times as shall be determined
pursuant to this Paragraph (2)(d). For such purposes, each of the following shall constitute an “Event”: 
 (i) the
Filing Date does not occur on or prior to the later of the 60th day following the date hereof (such later date is defined herein as the “Filing Default Date”), in which case the Company shall pay to Purchaser an amount in cash equal
to: (A) one and one-half percent (1.5%) of the aggregate purchase price paid by Purchaser, on a pro-rata basis over a 30-day period; and (B) for each successive 30-day period thereafter or any portion thereof until the Filing Date,
one-half percent (1.5%) of the aggregate purchase price paid by Purchaser, on a pro-rata basis over a 30-day period, to be paid at the end of each 30-day period; or 
 (ii) in the event the Registration Statement does not undergo a full review by the SEC and the Registration Statement is not declared effective on or prior to the date that is 90 days after the Filing Date (the
“Required Effectiveness Date”), in which case the Company shall pay to Purchaser an amount in cash equal to: (A) for the first 30 days after such 90th day, one and one-half percent (1.5%) of the aggregate purchase price
paid by Purchaser (the purchase price paid by Purchaser being equal to $7,000,000), on a pro-rata basis over a 30-day period; and (B) for each successive 30-day period thereafter until the Registration Statement is deemed effective, one and
one-half percent (1.5%) of the aggregate purchase price paid by Purchaser, on a pro rata basis over a 30-day period, at the end of each 30-day period. 
 (iii) in the event the Registration Statement undergoes a full review by the SEC and the Registration Statement is not declared effective on or prior to the date that is 120 days after the Filing Date (the
“Required Effectiveness Date”), in which case the Company shall pay to Purchaser an amount in cash equal to: (A) for the first 30 days after such 120th day, one and one-half percent (1.5%) of the aggregate purchase price
paid by Purchaser (the purchase price paid by Purchaser being equal to $7,000,000), on a pro-rata basis over a 30-day period; and (B) for each successive 30-day period thereafter until the Registration Statement is deemed effective, one and
one-half percent (1.5%) of the aggregate purchase price paid by Purchaser, on a pro rata basis over a 30-day period, at the end of each 30-day period. 
  

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 The payment obligations of the Company under this Section 2(d) shall be cumulative and shall in no event exceed, in
the aggregate, $1,400.000. 
 (3) Registration Procedures. In connection with the Company’s registration obligations hereunder,
the Company shall: 
 (a) (i) prepare and file with the SEC such amendments, including post-effective amendments, to the Registration
Statement as may be necessary to keep the Registration Statement continuously effective as to the Registrable Securities for the Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus
supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond as promptly as reasonably possible to any comments received from the SEC with respect to the Registration Statement or any amendment thereto and
as promptly as reasonably possible provide the Placement Agent true and complete copies of all correspondence from and to the SEC relating to the Registration Statement. 
 (b) Notify the Purchaser as promptly as reasonably possible, and (if requested by the Purchaser) confirm such notice in writing no later than five (5) trading days thereafter, of any of the following events:
(i) the SEC notifies the Company whether there will be a “review” of the Registration Statement; (ii) the SEC comments in writing on the Registration Statement (in which case the Company shall deliver to the Placement Agent a
copy of such comments and of all written responses thereto); (iii) the SEC or any other Federal or state governmental authority in writing requests any amendment or supplement to the Registration Statement or Prospectus or requests additional
information related thereto; (iv) if the SEC issues any stop order suspending the effectiveness of the Registration Statement or initiates any action, claim, suit, investigation or proceeding (a “Proceeding”) for that purpose;
(v) the Company receives notice in writing of any suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction, or the initiation or threat of any Proceeding for such purpose; or
(vi) the financial statements included in the Registration Statement become ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by
reference is untrue in any material respect or any revision to the Registration Statement, Prospectus or other document is required so that 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. 
 (c)
Use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement or (ii) any suspension of the qualification (or exemption from
qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment. 
 (d) Promptly deliver
to Purchaser, without charge, such reasonable number of copies of the Prospectus or Prospectuses (including each form of prospectus) 
  

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 and each amendment or supplement thereto as Purchaser may reasonably request. The Company hereby consents to the use of
such Prospectus and each amendment or supplement thereto by Purchaser in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. 
 (e) (i) In the time and manner required by NASDAQ, prepare and file with NASDAQ an additional shares listing application covering all of the
Registrable Securities and a notification form regarding the change in the number of the Company’s outstanding Shares; (ii) use commercially reasonable efforts, regardless of listing or similar costs, to take all steps necessary to cause
such Registrable Securities to be approved for listing on NASDAQ as soon as possible thereafter; (iii) provide to Purchaser notice of such listing; and (iv) use commercially reasonable efforts, regardless of listing or similar costs, to
maintain the listing of such Registrable Securities on NASDAQ. 
 (f) Prior to any public offering of Registrable Securities, use its
commercially reasonable efforts to register or qualify or cooperate with the Purchaser in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale
under the securities or “blue sky” laws of such jurisdictions within the United States as Purchaser requests in writing, to keep each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and
to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by a Registration Statement; provided, however, that the Company shall not be required for any
such purpose to (i) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not be otherwise required to qualify but for the requirements of this Paragraph (3)(f), or (ii) subject itself to taxation.

 (g) Upon the occurrence of any event described in Paragraph (3)(b)(vi) above, as promptly as reasonably possible, prepare a
supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required
document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit 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; provided, however, that the Company may suspend sales pursuant to the Registration Statement for a period of up to sixty (60) days (unless the
holders of at least two-thirds of the Registrable Securities consent in writing to a longer delay of up to an additional thirty (30) days) no more than once in any twelve-month period if the Company furnishes to the holders of the Registrable
Securities a certificate signed by the Company’s Chief Executive Officer stating that in the good faith judgment of the Company’s Board of Directors, (i) the offering could reasonably be expected to interfere in any material respect
with any acquisition, corporate reorganization or other material transaction under consideration by the Company or (ii) there is some other material development relating to the operations or condition (financial or other) of the Company

  

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 that has not been disclosed to the general public and as to which it is in the Company’s best interests not to
disclose such development; provided further, however, that the Company may not so suspend sales more than once in any calendar year without the written consent of the holders of at least two-thirds of the Registrable Securities. 
 (h) Comply with all applicable rules and regulations of the SEC and NASDAQ in all material respects. 
 (4) Registration Expenses. The Company shall pay (or reimburse the Purchaser for) all fees and expenses incident to the performance of or
compliance with this Agreement by the Company, including without limitation (a) all registration and filing fees and expenses, including without limitation those related to filings with the SEC, NASDAQ and in connection with applicable state
securities or “Blue Sky” laws, (b) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing copies of Prospectuses reasonably requested by the Purchaser),
(c) messenger, telephone and delivery expenses, (d) fees and disbursements of counsel for the Company and fees and disbursements up to an aggregate of $5,000 of counsel for Purchaser, and (e) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, Purchaser shall pay any and all costs, fees, discounts or commissions attributable to the sale of its
respective Registrable Securities. 
 (5) Indemnification. 
 (a) Indemnification by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless Purchaser,
its officers and directors, partners, members, agents, brokers and employees of each of them, each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers,
directors, partners, members, agents and employees of each such controlling Person, and each underwriter of Registrable Securities, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities,
settlement costs and expenses, including without limitation costs of preparation and reasonable attorneys’ fees (collectively, “Losses”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material
fact contained in the Registration Statement, any Prospectus or form of prospectus or in any amendment or supplement thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that
(i) such untrue statements or omissions are based upon information regarding Purchaser furnished in writing to the Company by such Purchaser expressly for use therein, or to the extent that such information related to Purchaser or such
Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Purchaser expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any
amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached 
  

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 hereto), or (ii) in the case of an occurrence of an event of the type specified in Paragraph (3)(b) above, the
use by Purchaser of an outdated or defective Prospectus after the Company has notified Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by Purchaser of the Advice contemplated in Paragraph (6) below.
The Company shall notify the Purchaser promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. 
 (b) Indemnification by Purchaser. Purchaser shall indemnify and hold harmless the Company, its directors, officers, agents and employees, and each
Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by
applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review) arising out of or based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus, or any form of prospectus or in any amendment or supplement thereto, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by Purchaser to the Company specifically for inclusion in such Registration
Statement or Prospectus or to the extent that (i) such untrue statements or omissions are based upon information regarding Purchaser furnished in writing to the Company by Purchaser expressly for use therein, or to the extent that such
information related to Purchaser or Purchaser’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Purchaser expressly for use in the Registration Statement, such Prospectus or such
form of Prospectus or in any amendment or supplement thereto (which shall, however, be deemed to include disclosure substantially in accordance with the “Plan of Distribution” attached hereto), or (ii) in the case of an occurrence of
an event of the type specified in Paragraph (3)(b) above, the use by Purchaser of an outdated or defective Prospectus after the Company has notified Purchaser in writing that the Prospectus is outdated or defective and prior to the receipt by
Purchaser of the Advice contemplated in Paragraph (6) below. In no event shall the liability of Purchaser hereunder be greater in amount than the dollar amount of the net proceeds received by Purchaser upon the sale of the Registrable
Securities giving rise to such indemnification obligation. 
 (c) Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”) in
writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof,
provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that such failure shall have prejudiced
the Indemnifying Party. An Indemnified Party shall have the right to employ 
  

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 separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Party has agreed in writing to pay such fees and expenses; or (ii) the Indemnifying Party shall have failed promptly to assume the defense of
such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (iii) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such
Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and such counsel shall be
at the expense of the Indemnifying Party; provided, however, that in the event that the Indemnifying Party shall be required to pay the fees and expenses of separate counsel, the Indemnifying Party shall only be required to pay the fees and
expenses of one separate counsel for such Indemnified Party or Parties. The Indemnifying Party shall not be liable for any settlement of any such Proceeding affected without its written consent, which consent shall not be unreasonably withheld. No
Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter of such Proceeding. All fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or
preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten trading days of written notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided, that the Indemnifying Party may require such Indemnified Party to undertake to reimburse all such fees and expenses to the extent it is finally
judicially determined that such Indemnified Party is not entitled to indemnification hereunder). 
 (d) Contribution. If a claim for
indemnification under Paragraph (5)(a) or (b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or related to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set
forth in Paragraph (5)(c), any 
  

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 reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Paragraph 5(d) was available to such party in accordance with its terms. 
 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Paragraph (5)(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provision of this Paragraph (5)(d), no Purchaser shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the proceeds actually received by such Purchaser from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such Purchaser
has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
 The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties. 
 (6) Dispositions. Purchaser 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.
Purchaser further agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Paragraphs (3)(b), Purchaser will discontinue disposition of such Registrable Securities under the Registration
Statement until Purchaser’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement contemplated by Paragraph (3)(g), 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. 
 (7) No Piggy-Back on Registrations. Neither the
Company nor any of its security holders may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right with
respect to the Registration Statement to any of its security holders. 
 (8) Piggy-Back Registrations. If at any time during the
Effectiveness Period, other than any suspension period referred to in Paragraph (3)(g), there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC 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 
  

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 securities, other than (i) 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, or on any other form that does
not permit secondary sales, or (ii) under any registration filed on behalf of Laurus Master Fund, Ltd. or its successors or assigns, then the Company shall send to Purchaser written notice of such determination and if, within fifteen
(15) days after receipt of such notice, Purchaser shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities not already covered by an effective Registration Statement
such Purchaser requests to be registered. If the managing underwriter advises the Company that marketing considerations require a limitation on the number of shares offered pursuant to any registration statement, then any limitation on the sale of
shares shall be imposed pro rata among all stockholders who are entitled to include shares in such registration statement according to the number of shares requested to be included in such registration statement, provided that shares to be included
that do not have contractual registration rights shall be first excluded. 
 (9) Rule 144. For a period of two years following the
date hereof, the Company agrees with each holder of Registrable Securities to: 
 (a) use its best efforts to comply with the requirements of
Rule 144(c) under the Securities Act with respect to current public information about the Company; 
 (b) use its best efforts to file with
the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act (at any time it is subject to such reporting requirements); and 
 (c) furnish to any holder of Registrable Securities upon request (i) a written statement by the Company as to its compliance with the requirements
of said Rule 144(c) and the reporting requirements of the Securities Act and the Exchange Act (at any time it is subject to such reporting requirements), (ii) a copy of the most recent annual or quarterly report of the Company, and
(iii) such other reports and documents of the Company as such holder may reasonably request to avail itself of any similar rule or regulation of the SEC allowing it to sell any such securities without registration. 
 (10) Miscellaneous. 
 (a) Governing
Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law or choice of law that would cause the laws of any other
jurisdiction to apply. 
 (b) Amendment and Waiver. Any provision of this Agreement may be amended and the observance thereof may be
waived (either generally or in a particular instance and either retroactively or prospectively), only upon the written consent of both the Company and Purchaser. 
  

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 (c) Entire Agreement. This Agreement constitutes the entire agreement between the parties relative
to the specific subject matter hereof. Any previous agreement among the parties relative to the specific subject matter hereof is superseded by this Agreement. 
 (d) Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed
telex or facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or
(d) the next business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the Company at the address or facsimile number set
forth on Schedule A hereof and to Purchaser at the address or facsimile number set forth on Schedule A attached hereto or at such other address as the Company or Purchaser may designate by ten (10) days’ advance written
notice to the other parties hereto. 
 (e) Severability. In the event one or more of the provisions of this Agreement should, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. 
 (f) Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument. 
 (g) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of the parties hereto. 
 (h) Specific Performance. The parties hereto hereby declare that it is impossible to measure in money the damages that will accrue to a party hereto, or to their heirs, personal representatives, successors or
assigns, by reason of a failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable. If any party hereto, or his heirs, personal representatives, or successors or
assigns, institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has
an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists. 
 (i) Titles and Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 
  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set
forth above. 
  

			
	 COMPANY:

	
	BIODELIVERY SCIENCES INTERNATIONAL, INC.
		
	 By:
	 	 /s/  Mark A. Sirgo

	 Name:
	 	Mark A. Sirgo
	 Title:
	 	President and CEO
	
	PURCHASER:
	
	CDC IV, LLC
		
	 By:
	 	 /s/  Jan Leschly

	 Name:
	 	Jan Leschly
	 Title:
	 	


  

 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT 








 SCHEDULE A 
 NOTICES 
 If to the Company: 
 BioDelivery Sciences International, Inc. 
 2501 Aerial Center Parkway, Suite 205 
 Morrisville, NC 27560 
 Facsimile: 919-653-5161 
 Attention: Mark A. Sirgo, Pharm.D. 
 with a copy to: 
 Wyrick Robbins Yates & Ponton LLP 
 4101 Lake Boone Trail 
 Suite 300 
 Raleigh, NC 27607 
 Attention: Larry E. Robbins 
 If to the Purchaser: 
 CDC IV LLC 
 [47 Hulfish Street, Suite 310 
 Princeton, NJ 08542 
 Facsimile: 609-683-5787 
 Attention: Chief Financial Officer, and David R. Ramsay] 
 with a copy to: 
 Morgan, Lewis & Bockius LLP 
 502 Carnegie Center 
 Princeton, NJ 08540 
 Facsimile: 609.919.6701 
 Attention: Denis Segota, Esq. 







 Exhibit A 
 Plan of Distribution 
 The Selling Stockholders and any of their pledges, assignees, donees selling shares received
from such Selling Stockholders as a gift, and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions.
These sales may be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling shares: 
  

	
	 •      ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
  
 •      block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
  
 •      purchases by a
broker-dealer as principal and resale by the broker-dealer for its account;
  
 •      an exchange distribution in accordance with the rules of the applicable exchange;
  
 •      privately negotiated transactions;
  
 •      broker-dealers may
agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
  
 •      a combination of any such methods of sale; and
  
 •      any other method
permitted pursuant to applicable law.


 The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as
amended, if available, rather than under this prospectus. 
 Broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The
Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved. 
 The Selling Stockholders who are registered broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act. In addition, Selling Stockholders who are affiliates of registered broker-dealers may be deemed
to be “underwriters” within the meaning of the Securities Act if such Selling Stockholder (i) did not acquire the shares of Common Stock in the ordinary course of business or (ii) had any agreement or understanding, directly or
indirectly, with any person to distribute the shares of Common Stock. In such event, 







 any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them
may be deemed to be underwriting commissions or discounts under the Securities Act, and such Selling Stockholders may be subject to certain additional regulations and statutory liabilities under the Securities Act and Exchange Act. To our knowledge
and based upon information we received from the Selling Stockholders, (i) each Selling Stockholder that is a registered broker-dealer or affiliated with a registered broker-dealer acquired the shares of Common Stock in the ordinary course of
business, (ii) such Selling Stockholder did not have any agreement or understanding, directly or indirectly, with any person to distribute the shares of common stock, and (iii) no such Selling Stockholder received any securities as
underwriting compensation. We are also not aware of any underwriting plan or agreement, underwriters’ or dealers’ compensation, or passive market making or stabilizing transactions involving the purchase or distribution of these securities

 The Company is required to pay all fees and expenses incident to the registration of the shares, including certain fees and disbursements
of counsel to the Selling Stockholders. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act. 
 To the extent required, the Company will amend or supplement this prospectus to disclose material arrangements regarding the plan of distribution.

 To comply with the securities laws of certain jurisdictions, registered or licensed brokers or dealers may need to offer or sell the
shares offered by this prospectus. The applicable rules and regulations under the Securities Exchange Act of 1934, as amended, may limit any person engaged in a distribution of the shares of common stock covered by this prospectus in its ability to
engage in market activities with respect to such shares. A selling stockholder, for example, will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, which provisions may limit the timing of purchases and
sales of any shares of common stock by that selling stockholder. 
  

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