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Exhibit
10.20
CONFIDENTIAL TREATMENT
REQUESTED
WITH RESPECT TO CERTAIN
PORTIONS HEREOF
DENOTED WITH
“***”
AMENDMENT
TO
CLINICAL DEVELOPMENT AND
LICENSE AGREEMENT
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.
RECITALS
WHEREAS, CDC (as successor in
interest to Clinical Development Capital LLC), BioDelivery, Arius
and Arius Two entered into the CDC License, pursuant to which,
among other things, CDC invested in the development of certain
compounds being developed by the Company;
WHEREAS, the Company and
Arius have entered into that certain License and Development
Agreement, dated as of the date hereof, with Meda AB (“
Meda ”), a Swedish corporation (the “ Meda
Agreement ”), granting Meda rights to develop and
commercialize the BEMA Fentanyl product in the United States,
Canada, and Mexico; and
WHEREAS, CDC and the Company
desire to amend the CDC License to coordinate certain of the terms
of the CDC License with the Meda Ag
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