EX-10.6





 Exhibit 10.6 

NON-QUALIFIED STOCK OPTION AGREEMENT 

FOR NON-EMPLOYEE DIRECTORS 

UNDER THE BIODELIVERY SCIENCES INTERNATIONAL, INC. 

2019 STOCK OPTION AND INCENTIVE PLAN 
  

			
	Name of Optionee:	  	                                      
                                         
                                 
		
	No. of Option Shares:	  	                                      
    
		
	Option Exercise Price per Share:	  	$                                      
  
		  	[FMV on Grant Date]
		
	Grant Date:	  	                                      
    
		
	Expiration Date:	  	                                      
    
		  	[No more than 10 years]

 Pursuant to the BioDelivery Sciences International, Inc. 2019 Stock Option and Incentive Plan as amended
through the date hereof (the “Plan”), BioDelivery Sciences International, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Director of the Company but is not an employee of the Company, an option (the
“Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.001 per share (the “Stock”), of the Company specified above at the Option Exercise
Price per Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as
amended. 
 1. Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become
exercisable. Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the
following number of Option Shares on the dates indicated so long as the Optionee remains in service as a member of the Board on such dates: 
  

							
	 	 	 Incremental Number of

Option Shares Exercisable
	  	 Exercisability Date
	  	 
				
		 	                         (___%)	  	                        	  	
				
		 	                         (___%)	  	                        	  	
				
		 	                         (___%)	  	                        	  	

 Once exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close
of business on the Expiration Date, subject to the provisions hereof and of the Plan. 












 2. Manner of Exercise. 

(a) The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be
purchased. 
 Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by
certified or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially
owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to
pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe as a condition of such payment
procedure; (iv) by a “net exercise” arrangement pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the
aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments will be received subject to collection. 

The transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the
Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and
(iii) the receipt by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent
resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock
transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to. 
 (b) The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have
transferred the shares to the Optionee, and the Optionee’s name shall have been 

  
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entered as the stockholder of record on the books of the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock. 

(c) The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under this Stock Option at the time. 

(d) Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date
hereof. 
 3. Termination as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise the
Stock Option may be subject to earlier termination as set forth below. 
 (a) Termination Due to Death or Disability. If the
Optionee’s service as a Director terminates by reason of the Optionee’s death or disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death,
may thereafter be exercised by the Optionee or the Optionee’s legal representative or legatee, if applicable, for a period of 12 months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is
not exercisable on the date of death shall terminate immediately and be of no further force or effect. 
 (b) Retirement. If the
Optionee’s service as a Director terminates due to the Optionee’s Retirement, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, until the Expiration Date. For
purposes hereof, “Retirement” means the fulfillment of each of the following conditions: (i) the Optionee is good standing with the Company as determined by the Administrator; (ii) the voluntary termination by an Optionee of such
Optionee’s employment or service to the Company and (B) that at the time of such voluntary termination, the sum of: (1) the Optionee’s age (calculated to the nearest month, with any resulting fraction of a year being calculated
as the number of months in the year divided by 12) and (2) the Optionee’s years of employment or service with the Company (calculated to the nearest month, with any resulting fraction of a year being calculated as the number of months in
the year divided by 12) equals at least 62 (provided that, in any case, the foregoing shall only be applicable if, at the time of Retirement, the Optionee shall be at least 55 years of age and shall have been employed by or served with the Company
for no less than 5 years). 
 (c) Other Termination. If the Optionee ceases to be a Director for any reason other than the
Optionee’s death, disability or Retirement, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Director, for a period of 90 days from the date the
Optionee ceased to be a Director or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases to be a Director shall terminate immediately and be of no further force or effect.


  
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 4. Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock
Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the
Plan, unless a different meaning is specified herein. 
 5. Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s
lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee. 
 6. No Obligation to
Continue as a Director. Neither the Plan nor this Stock Option confers upon the Optionee any rights with respect to continuance as a Director. 

7. Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all
prior agreements and discussions between the parties concerning such subject matter. 
 8. Data Privacy Consent. In order to
administer the Plan and this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process any and all personal or
professional data, including but not limited to Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or this
Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any
privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information
to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law. 

  
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 9. Notices. Notices hereunder shall be mailed or delivered to the Company at its
principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing. 

 

			
	BIODELIVERY SCIENCES INTERNATIONAL, INC.


 
			
		
	By:	 	  

		 	Title:


 The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned.
Electronic acceptance of this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is acceptable. 
  

					
	Dated:
                                    	 		  	  

		 	            	  	Optionee’s Signature
			
		 		  	Optionee’s name and address:
			
		 		  	  

			
		 		  	  

			
		 		  	  



  
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