SECURITY AGREEMENT OF BIODELIVERY SCIENCES INTERNATIONAL, INC.Security Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Missouri
The undersigned BioDelivery Sciences International, Inc., a Delaware corporation (the “Debtor”), whose address appears below, and Southwest Bank of St. Louis, a Missouri banking corporation (“Secured Party”), hereby agree as follows:
GUARANTYGuaranty • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS GUARANTY (“Guaranty”), dated as of September 5, 2007, is made by BioDelivery Sciences International, Inc., a Delaware corporation (“Guarantor”), in favor of QLT USA, Inc., a Delaware corporation (“Lender”).
SECURED PROMISSORY NOTEBiodelivery Sciences International Inc • September 10th, 2007 • Pharmaceutical preparations
This Note has been executed and delivered pursuant to, and in accordance with the terms and conditions of, the Intellectual Property Assignment Agreement, dated September 5, 2007, by and between Borrower and Lender (the “Transfer Agreement”) and is subject to the terms and conditions of the Transfer Agreement, which are, by this reference, incorporated herein and made a part hereof. Capitalized terms used in this Note without definition shall have the respective meanings set forth in the Transfer Agreement.
TERMINATION AGREEMENTTermination Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Colorado
This TERMINATION AGREEMENT (the “Termination Agreement”) is entered this September 5, 2007 (the “Execution Date”) by QLT USA, Inc. (formerly Atrix Laboratories, Inc.) (“QLT USA”), a Delaware corporation, and Arius Pharmaceuticals, Inc. (“Arius”).
PRINCETON, NEW JERSEY 08542Letter Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
Reference is hereby made to that certain Clinical Development and License Agreement (as amended, the “CDC License”), dated as of July 14, 2005 among CDC (as successor in interest to Clinical Development Capital LLC), BioDelivery and Arius. Pursuant to the terms of the CDC License, BioDelivery, Arius and Arius Two have requested that CDC consent to, among other things, (i) the acquisition by Arius Two of certain assets related to the BEMA Fentanyl product from QLT USA, Inc., and (ii) the amendment of the CDC License in connection with such acquisition and the subsequent license of certain rights with respect to such assets by Arius to Meda AB; in each case pursuant to the terms of (A) that certain Sublicensing Consent and Amendment, entered into as of the date hereof, by BDSI, Arius and CDC (the “Sublicensing Consent”) and (B) that certain BEMA Acquisition Consent, Amendment and Waiver, entered into as of the date hereof, by BDSI, Arius, Arius Two and CDC (the “Acquisition Consent” and
SECOND AMENDMENT AGREEMENTSecond Amendment Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • North Carolina
This SECOND AMENDMENT AGREEMENT (the “Amendment”) is entered this September 5, 2007 (the “Second Amendment Date”) by Arius Two, Inc. (“Arius Two”) and Arius Pharmaceuticals, Inc. (“Arius”).
AMENDMENT TO CLINICAL DEVELOPMENT AND LICENSE AGREEMENTClinical Development and License Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This Amendment (this “Amendment”) to the Clinical Development and License Agreement, dated as of July 14, 2005 (as amended from time to time, the “CDC License”), is dated as of September 5, 2007, by and among CDC IV, LLC (“CDC”), BioDelivery Sciences International, Inc. (“BioDelivery”), Arius Pharmaceuticals, Inc., a wholly-owned subsidiary of BioDelivery (“Arius”) and Arius Two, Inc., a wholly-owned subsidiary of BioDelivery (“Arius Two” and together with Arius and BioDelivery, collectively, the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the CDC License.
SECURITY AGREEMENTSecurity Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2007, is made between Arius Two, Inc., a Delaware corporation (“Debtor”) and QLT USA, Inc., a Delaware corporation (“Secured Party”).
September 5, 2007 QLT USA, INC. (“QLT USA”) Fort Collins, CO 80525 Attention: Sean Moriarty Dear Sirs:Biodelivery Sciences International Inc • September 10th, 2007 • Pharmaceutical preparations • New York
Reference is made to the License and Development Agreement made as of September 5, 2007 by and between BioDelivery Sciences International, Inc. (“BDSI”), Arius Pharmaceutical, Inc. (“Arius”) and Meda AB (“Meda”) (the “Meda License Agreement”), a copy of which is attached hereto as Exhibit A. Unless expressly provided otherwise herein, terms defined in the Meda License Agreement shall have the same meanings herein.
ALLONGEAllonge • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations
This Allonge (this “Allonge”), is dated as of September 5, 2007 (“Effective Date”), between BioDelivery Sciences International Inc. (the “Company”) and CDC IV, LLC (“Payee”, and together with the Company, the “Parties”).
CONTINUING CONTRACT OF GUARANTYContinuing Contract of Guaranty • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Missouri
WHEREAS, BIODELIVERY SCIENCES INTERNATIONAL, INC., a Delaware corporation (hereinafter referred to as “Borrower”), is presently indebted or obligated to SOUTHWEST BANK OF ST. LOUIS (hereinafter referred to as “Lender”), for a certain revolving credit loan in an amount not to exceed Three Million and No/100 Dollars ($3,000,000.00) (the “Loan”);
AMENDED AND RESTATED PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2007, is entered into between Arius Two, Inc., a Delaware corporation (“Grantor”), which has a mailing address at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 25760, and QLT USA, Inc., a Delaware corporation (“Lender”), having its principal executive office at 2579 Midpoint Drive, Fort Collins, Colorado 80525.
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2007, is entered into between Arius Two, Inc., a Delaware corporation (“Grantor”), which has a mailing address at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 25760, and QLT USA, Inc., a Delaware corporation (“Lender”), having its principal executive office at 2579 Midpoint Drive, Fort Collins, Colorado 80525.
AMENDED AND RESTATED PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This AMENDED AND RESTATED PATENT AND TRADEMARK SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2007, is entered into between Arius Two, Inc., a Delaware corporation (“Grantor”), which has a mailing address at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 25760, and QLT USA, Inc., a Delaware corporation (“Lender”), having its principal executive office at 2579 Midpoint Drive, Fort Collins, Colorado 80525.
LICENSE AND DEVELOPMENT AGREEMENTLicense and Development Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This License and Development Agreement (the “Agreement”) is made as of September 5, 2007 (the “Effective Date”) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (“Parent”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (“Arius”, and together with Parent, “BDSI”), and Meda AB, a Swedish corporation with its principal office at Pipers väg 2 A, SE-170 09, Solna, Sweden (“Meda”). BDSI and Meda are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2007, is made between Arius Two, Inc., a Delaware corporation (“Debtor”) and QLT USA, Inc., a Delaware corporation (“Secured Party”).
September 5, 2007 Meda AB Box 906 Pipers vag 2A Solna, Sweden Attention: Anders Lonners, CEO Dear Anders:Biodelivery Sciences International Inc • September 10th, 2007 • Pharmaceutical preparations
This letter will confirm our agreement with Meda that neither BDSI, Arius nor Arius Two will take any action to amend, modify or terminate any agreement with a third party which would cause a termination or modification of Meda’s rights under the License and Development Agreement dated as of the date hereof, and each document, instrument, agreement, license and/or sublicense related thereto, unless provision is made for Meda’s rights under such License and Development Agreement and such related documents to continue undisturbed.
September 5, 2007 QLT USA, INC. (“QLT USA”) Fort Collins, CO 80525 Attention: Sean Moriarty Dear Sirs:Biodelivery Sciences International Inc • September 10th, 2007 • Pharmaceutical preparations • New York
Reference is made to the Clinical Development and License Agreement, dated as of July 14, 2005, by and among CDC IV, LLC, as successor in interest of Clinical Development Capital LLC, (“CDC”) BioDelivery Sciences International, Inc. (“Parent”) and Arius Pharmaceuticals, Inc. (“Arius”; together with Parent, “BDSI”), as amended and Security Agreement, dated February 15, 2006, as amended (together, the “CDC Agreement”), under which CDC has certain rights with respect to certain intellectual property rights and assets of Arius related to Arius’ BEMA Fentanyl product. Unless expressly provided otherwise herein, capitalized terms used herein shall have the same meanings provided in that certain Intellectual Property Assignment Agreement, dated as of the date hereof, between Arius Two, Inc. (“Arius Two”) and QLT USA, Inc. (“QLT”) (the “Purchase Agreement”), and the other documents contemplated by the Purchase Agreement, including but not limited to that certain Amended and Restated Security A
BEMA FENTANYL SUPPLY AGREEMENTBema Fentanyl Supply Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This BEMA Fentanyl Supply Agreement (the “Agreement”) is made as of September 5, 2007 (the “Effective Date”) by and between BioDelivery Sciences International, Inc., a Delaware corporation with an office at 2501 Aerial Center Parkway, Suite 205, Morrisville, North Carolina 27560 USA (“Parent”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with an office at the same address (“Arius”, and together with Parent, “BDSI”), and Meda AB, a Swedish corporation with its principal office at Pipers väg 2 A, SE-170 09, Solna, Sweden (“Meda”). BDSI and Meda are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
ROYALTY PURCHASE AND AMENDMENT AGREEMENTRoyalty Purchase and Amendment Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
ROYALTY PURCHASE AND AMENDMENT AGREEMENT (this “Agreement”) dated as of September 5, 2007 between BioDelivery Sciences International, Inc., a Delaware corporation (“BDSI”) and CDC IV, LLC, a Delaware limited liability company (“CDC”) (BDSI and CDC are each a “Party” to this Agreement).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is effective as of September 5, 2007, by and between BioDelivery Sciences International, Inc. (the “Company”), and Hopkins Capital Group II, LLC (“HCG II”).
September 5, 2007Biodelivery Sciences International Inc • September 10th, 2007 • Pharmaceutical preparations
AMENDED AND RESTATED SECURITY AGREEMENTAmended and Restated Security Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this “Agreement”), dated as of September 5, 2007, is made between Arius Two, Inc., a Delaware corporation (“Debtor”) and QLT USA, Inc., a Delaware corporation (“Secured Party”).
ContractCommon Stock Purchase Warrant • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BIODELIVERY SCIENCES INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
DISPUTE RESOLUTION AGREEMENTDispute Resolution Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations
This DISPUTE RESOLUTION AGREEMENT is made this 5th day of September 2007 (“Agreement”) by and between BioDelivery Sciences International, Inc. (“BDSI”) and CDC IV, LLC (“CDC”).
LICENSE AGREEMENT between ARIUS TWO, INC. and ARIUS PHARMACEUTICALS, INC.License Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • North Carolina
This License Agreement (the “Agreement”) is made as of September 5, 2007 (the “Effective Date”) by and between Arius Two, Inc., a Delaware corporation with its principal office at 2501 Aerial Center Parkway, Suite 205, Morrisville, NC 27560 (“Arius Two”), and Arius Pharmaceuticals, Inc., a Delaware corporation with a mailing address at P.O. Box 14501, Research Triangle Park, NC 27709 (“Arius”). Arius Two and Arius are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
SUBLICENSING CONSENTSublicensing Consent • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • North Carolina
This SUBLICENSING CONSENT (the “Consent”) is entered this September 5, 2007 (the “Consent Date”) by Arius Pharmaceuticals, Inc. (“Arius”) and Arius Two, Inc., “Arius Two”).
HYPOTHECATION AGREEMENTHypothecation Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Missouri
FOR VALUE RECEIVED, and in consideration of Bank extending and making available to BioDelivery Sciences International, Inc. (the “Borrower”), that certain loan as evidenced by a Promissory Note dated September 4, 2007, in the original principal amount of Three Million and no/100 Dollars ($3,000,000.00) (the “Note”), which Note is guaranteed by that certain Continuing Contract of Guaranty, dated as of September 4, 2007, by Francis E. O’Donnell, Jr., and The Francis E. O’Donnell, Jr. Irrevocable Trust Number 1 dated May 25, 1990 (collectively the “Guarantors”), the undersigned, Hopkins Capital Group, LLC, a Virginia limited liability company (“Pledgor”), hereby consents and agrees to, and does hereby, assign, pledge and deliver to the Bank Two Million (2,000,000) shares of the capital stock of Accentia Pharmaceuticals, Inc. held in that certain account number 676-38344, Smith Barney Reserved Client Financial Management Account with CitiGroup Global Mkts Inc. (the “Account”), which is sub
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT BETWEEN QLT USA, INC. AND ARIUS TWO, INC.Intellectual Property Assignment Agreement • September 10th, 2007 • Biodelivery Sciences International Inc • Pharmaceutical preparations • New York
This Intellectual Property Assignment Agreement (the “Agreement”) is made as of September 5, 2007 (the “Effective Date”) by and between QLT USA, Inc. (formerly Atrix Laboratories, Inc.), a Delaware corporation with its principal office at 2579 Midpoint Drive, Fort Collins, CO 80525-4417 (“Seller”), and Arius Two, Inc., a Delaware corporation with its principal office at 2501 Aerial Center Parkway, Suite 205, Morrisville, NC 27560 (“Buyer”). Seller and Buyer are sometimes referred to collectively herein as the “Parties” or singly as a “Party.”
BEMA ACQUISITION CONSENT, AMENDMENT, AND WAIVERBiodelivery Sciences International Inc • September 10th, 2007 • Pharmaceutical preparations • New York
This BEMA ACQUISITION CONSENT, AMENDMENT, AND WAIVER (the “Consent”) is entered this September 5, 2007 (the “Consent Date”) by BioDelivery Sciences International, Inc. (“BDSI”), its wholly-owned subsidiary Arius Pharmaceuticals, Inc. (“Arius”), BDSI’s wholly-owned subsidiary Arius Two, Inc. (“Arius Two”), and CDC IV, LLC (“CDC”)
