Exhibit 10.2
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
AMENDMENT TO
LICENSE AND DEVELOPMENT
AGREEMENT
This AMENDMENT TO LICENSE AND
DEVELOPMENT AGREEMENT (the “Amendment”) is entered this
January 2, 2008 (the “Amendment Date”), by
BioDelivery Sciences International, Inc., a Delaware corporation
with offices at 801 Corporate Center Drive, Suite 210, Raleigh,
North Carolina 27607 (“Parent”), its wholly-owned
subsidiary Arius Pharmaceuticals, Inc., a Delaware corporation with
offices at the same address (“Arius”, and together with
Parent, “BDSI”) and Meda AB, a Swedish corporation
located at Pipers väg 2 A, SE-170 09, Solna, Sweden
(“Meda”),
RECITALS
WHEREAS, BDSI entered into a License
and Development Agreement, dated September 5, 2007, with Meda
(the “License Agreement”) concerning the development,
marketing and sale of BDSI’s BEMA fentanyl product in the
United States, Canada and Mexico; and
WHEREAS, BDSI and Meda desire to
amend the License Agreement as set forth in this
Amendment.
NOW THEREFORE, in consideration of
the mutual covenants herein, and intending to be legally bound
hereby, BDSI and Meda agree as follows:
1. Definitions . Any
capitalized terms not separately defined in this Amendment shall
have the meaning provided in the License Agreement.
2. Advance Fee .
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a.
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Meda shall pay
to BDSI, upon execution of this Amendment, US$3,000,000.
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b.
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If FDA approval
of an NDA filed with respect to the Fentanyl Product does not occur
prior to or on December 1, 2009, BDSI will pay to Meda
US$3,200,000 within thirty (30) days of such date.
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c.
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All payments
under this Section 2 are to be made in United States dollars
by wire-transfer of immediately available funds to an account
designated by the required recipient of such funds.
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3. Amendments . The License
Agreement is hereby amended a
