Second Amended and Restated Registration Rights Agreement.



 EXHIBIT 10.127 
 SECOND 
 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 
 This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is effective as of April 10, 2007, 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 Amended and Restated Registration Rights Agreement, dated December 28, 2006 (the “Original Registration Rights Agreement”) made pursuant to those certain:
(i) Third Amendments, dated as of July 25, 2006 (collectively, the “July Amendments”), (ii) Fourth Amendments, dated as of December 28 , 2006 (collectively, the “December 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 that certain Fifth Amendment, dated as of the date hereof, to the May 31, 2005 Securities Purchase Agreement (the “Fifth Amendment”, and together with the July
Amendments and the December Amendments, the “Amendments”) and pursuant to the New Warrant 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 Date” means: (i) with respect to the Registration Statement required to be filed in connection with the shares of
Common Stock issuable upon exercise of the New Warrants, a date no later than: (A) ninety (90) days from the date hereof, if the Registration Statement is not reviewed by the Commission and (B) one hundred twenty (120) days from
the date hereof, if the Registration Statement is reviewed by the Commission and (ii) with respect to each additional Registration Statement required to be filed hereunder (if any), a date no later than sixty (60) days following the
applicable Filing Date. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor statute.








 “Fifth Amendment” has the meaning given to such term in the Preamble hereto. 

“Filing Date” means, with respect to: (i) with respect to the Registration Statement required to be filed in connection with the
shares of Common Stock issuable upon exercise of the New Warrants, forty-five (45) days following the date hereof and (ii) with respect to the Registration Statement required to be filed in connection with the shares of Common Stock
issuable to the Holder as a result of adjustments to the Exercise Price made pursuant to the New Warrants, sixty (60) days after the occurrence of such event or the date of the adjustment of the Exercise Price. 
 “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 3(c). 
 “Indemnifying Party” has the meaning set forth in Section 3(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 33,000 shares of Common Stock at $3.50 per share issued on September 20, 2006; (iii) an aggregate of 943,305 shares of Common Stock at $3.05 per share issued on
December 28, 2006 pursuant to the December Amendments; (iv) an aggregate of 556,695 shares of Common Stock at $3.05 per share issued on December 28, 2006 pursuant to the December Amendments and (v) an aggregate of 866,871 shares
of Common Stock at $5.00 per share issued on April 10, 2007 pursuant to the Fifth Amendment. 
 “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 exercise of the New Warrants. 

 

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 “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. On or prior to each Filing Date, the Company shall prepare and
file with the Commission a Registration Statement covering the Registrable Securities for a selling stockholder resale offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall be on Form S-3 (except if the
Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith). The Company shall use its best efforts to cause each
Registration Statement to become effective and remain effective as provided herein. The Company shall use its best efforts to cause each Registration Statement to be declared effective under the Securities Act as promptly as possible after the
filing thereof, but in any event no later than the Effectiveness Date. The Company shall use its best efforts to keep each Registration Statement continuously effective under the Securities Act until the date which is the earlier date of when
(i) all Registrable Securities covered by such Registration Statement 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 (each, an
“Effectiveness Period”). 
 B. Within three business days of the Effectiveness Date, the Company shall cause its counsel to issue a
blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating that the shares are subject to an effective registration statement and can be reissued free of restrictive legend upon notice of a sale by the Purchaser and
confirmation by the Purchaser that it has complied with the prospectus delivery requirements, provided that the Company has not advised the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket opinion
required by this Section 2(b) shall be delivered to the Purchaser within the time frame set forth above. 
  

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 C. 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. 
 D. 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; 
  

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 (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. 
 2. Registration Expenses. All expenses relating to the Company’s compliance with Sections 1 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. 
 3. 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. 
  

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 (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 3(c) and shall only relieve
it from any liability which it may have to such Indemnified Party under this Section 3(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 3(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. 
  

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 (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 3 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. 
 4. 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 September 30, 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 

  

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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. 
 5. 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 a Discontinuation 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 

  

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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 or consents 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 

  

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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 5(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 Company or such other address as may be designated in writing hereafter in accordance with this Section
5(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. 
  

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 (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 5(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. 
  

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 (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] 
  

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 IN WITNESS WHEREOF, the parties have executed this Second 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:	 	Fund Manager and Director
				
		 		 		 	Address for Notices:
				
		 		 		 	825 Third Avenue, 14th Floor
		 		 		 	New York, NY 10022
		 		 		 	Attention:	 	Eugene Grin
		 		 		 	Facsimile:	 	212-541-4434

  

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 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] 
  

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