BEMA ACQUISITION CONSENT, AMENDMENT, AND WAIVER

Exhibit 10.17

BEMA ACQUISITION CONSENT, AMENDMENT, AND WAIVER

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”)

WHEREAS, Arius, BDSI and CDC are parties to that certain Clinical Development and License Agreement, dated July 14, 2005, as amended (the “CDC License”), and Security Agreement, dated February 15, 2006, as amended (the “Security Agreement”), under which CDC has certain rights with respect to certain intellectual property rights and assets related to Arius’ BEMA Fentanyl product;

WHERAS, Arius and QLT USA, Inc. (“QLT”) are parties to that certain License Agreement, dated May 27, 2004, as amended July 14, 2005 and August 2, 2006, concerning rights in the United States to QLT’s BEMA technology (such agreement, the “QLT License”);

WHEREAS, Arius Two intends to acquire all of QLT’s right, title, and interest in QLT’s BEMA-related assets concerning the United States, as fully contemplated by the form of Intellectual Property Assignment Agreement between QLT and Arius Two attached hereto, with all of its exhibits and related agreements, as Exhibit A (collectively, all of the foregoing, the “Acquisition Agreements”);

WHEREAS, upon acquisition of the assets and rights to be acquired under the Acquisition Agreements (such assets, the “Acquired Assets”), Arius and QLT shall terminate the QLT License, and Arius Two intends to immediately grant Arius an exclusive license in the United States under the Acquired Assets (and in Canada and Mexico under certain BEMA assets acquired pursuant to that certain Intellectual Property Assignment Agreement between QLT and Arius Two dated August 2, 2006) in the form attached hereto as Exhibit B (the “New License”).

WHEREAS, the CDC License and Security Agreement do not currently contemplate or permit Arius Two’s acquisition of the rights referenced above as contemplated by the Acquisition Agreements or Arius Two’s granting of rights under the New License to Arius;

WHEREAS, CDC wishes to enable Arius Two to enter into the Acquisition Agreements, acquire the Acquired Assets, and enter into the New License by executing this Consent; and

WHEREAS, the parties desire to amend the CDC License as set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Consent agree as follows:

1. Definitions . Any capitalized terms not separately defined in this Consent or by reference to the New License shall have the meaning provided in the CDC License.

2. Executed Acquisition Agreements . Attached hereto as Exhibit A is a final and complete copy of the Acquisition Agreements, together with final and complete copies of all other agreements entered into between BDSI, Arius or any of their affiliates and QLT in connection with the acquisition of the Acquired Assets. Except for the Acquisition Agreements, there are no other agreements, side letters or other understandings between BDSI, Arius, or any of their affiliates and QLT related to the subject matter thereof (with the exception of the QLT License, which shall be terminated upon Arius Two’s acquisition of the Acquired Assets). The parties acknowledge and agree that the consent of CDC is subject to the foregoing statements being true and correct.

3. Consents and Waivers .

3.1 CDC . Effective upon the execution of the Acquisition Agreements, CDC agrees, notwithstanding anything to the contrary in the CDC License or Security Agreement, that (i) BDSI’s obligations under Section 8.2.19 of the CDC License shall not apply to the Acquisition Assets or Arius Two’s interest in the New License and (ii) the Acquired Assets and Arius Two’s interest in the New License may be held and/or owned by Arius Two in lieu of Arius. CDC consents (i) under Section 8.5.1 of the CDC License to (a) Arius Two’s granting of a security interest in the Collateral (as defined in the Acquisition Agreements) to QLT pursuant to the Acquisition Agreements (subject to the amendments referenced in (iv) below) and (b) any future transfer of any or all of the Collateral to an Arius Two Assignee (as defined below) as a result of QLT exercising its remedies with respect to such Collateral under the Acquisition Agreements (provided, however, that such consent shall terminate upon the termination of the security interest created in favor of QLT under the Acquisition Agreements), (ii) under Section 8.5.2 of the CDC License to Arius Two’s purchase of the Acquired Assets as contemplated by the Acquisition Agreements, (iii) under Section 8.2.16 of the CDC License to the amendment of that certain BEMA License Agreement, dated August 2, 2006, between Arius Two and Arius, as amended (the “Ex-US License”) pursuant to the form of amendment attached hereto as Exhibit C , (iv) under Section 8.2.16 of the CDC License, and otherwise, to the amendment and restatement of (a) that certain Security Agreement, between BDSI, Arius, and QLT, dated August 2, 2006, (b) that certain Security Agreement included in the Acquisition Agreements, (c) that certain Patent and Trademark Security Agreement, between BDSI, Arius, and QLT, dated August 2, 2006, and (d) that certain Patent and Trademark Security Agreement included in the Acquisition Agreements; pursuant to the forms of amendments and restatements thereof attached hereto as Exhibit D , (v) under Section 8.2.16 of the CDC License to the termination of the Atrix License in connection with Arius Two’s acquisition of the Acquired Assets and execution of the New License with Arius, and (vi) to Arius Two’s granting of rights to Arius under, and execution of, the New License.

3.2 By Arius Two . Subject to Section 5 of this Consent, Arius Two hereby consents to the sublicense and/or assignment by Arius and the grant to CDC by Arius of a security interest in Arius’ rights in and to the, as the following are defined in the New License, Fentanyl Product and related Clinical Documentation and Results, Governmental Approvals, Books and Records,

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Marketing Authorizations, and Know-How to the extent relating solely to the Territory, on and subject to the terms set out in the New License, this Consent, the CDC License, and Security Agreement.

4. CDC License Amendment . Effective upon execution of the Acquisition Agreements and New License, the CDC License shall be amended by:

“1.66 “ US Arius Two Assignee ” means a party, other than an Affiliate of the Company or Arius Two, assuming the rights and obligations of Arius Two under the US Arius Two License as a result of QLT exercising its remedies under that certain Security Agreement b