BIODELIVERY SCIENCES INTERNATIONAL INC
FIRST AMENDMENT TO SUB-LICENSE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>bdsi8knov2003ex10-2.txt
<DESCRIPTION>FIRST AMENDMENT TO SUB-LICENSE AGREEMENT
<TEXT>


Exhibit 10.2




                               FIRST AMENDMENT TO
                              SUB-LICENSE AGREEMENT
                                     BETWEEN
                    BIODELIVERY SCIENCES INTERNATIONAL, INC.
                                       AND
                          BIORAL NUTRIENT DELIVERY, LLC

         This First Amendment to Sub-License Agreement, effective as of April 1,
2003, is to the Sub-License Agreement (the "Sub-License Agreement") entered into
by and between  BioDelivery  Sciences  International,  Inc.  ("BDSI") and Bioral
Nutrient  Delivery,  LLC  (the  "BND")  (each,   individually,   a  "Party"  and
collectively,   the  "Parties")  dated  effective  as  of  April  1,  2003.  All
capitalized  terms  used but not  defined  in this  amendment  shall  having the
meanings ascribed to such terms in the Sub-License Agreement.

         The  Parties,  pursuant to Section 11.6 of the  Sub-License  Agreement,
hereby agree to amend the Sub-License Agreement as follows:

         1.  Amendment  to  Recitals.  The  recital  clauses to the  Sub-License
Agreement are hereby  amended by deleting  them in their  entirety and replacing
them with the following:

         "WHEREAS,  BDSI has rights to certain Licensed Technology  (hereinafter
defined)   relating  to   cochleates,   cochleate   derivatives,   geodes,   and
proteoliposomes, and nano-encapsulation;

         WHEREAS,  BND  recognizes  that the  Licensed  Technology  represents a
valuable  means  of  delivering  for the use  and/or  sale  in the  delivery  of
Nutrients  (hereinafter defined) in the personal care product and processed food
and  beverage  industries  for  both  human  and  Animal  (hereinafter  defined)
consumption;

         WHEREAS,  BDSI has limited  resources and currently  wishes to focus on
developing  its  Licensed   Technology  in  the   pharmacological   and  medical
application fields;

         WHEREAS,  BND wishes to enter into an  exclusive  sublicense  agreement
(with the right of BND to further  sublicense  as provided for herein) with BDSI
for all  opportunities  in the  personal  care  product and  processed  food and
beverage  industries  for both human and Animal  consumption  which utilizes the
Licensed  Technology and/or Licensed Patents in the Field (hereinafter  defined)
from  BDSI  in  order  to  seek  opportunities  to  develop  relationships  with
Sublicensees (hereinafter defined) with the capability to research,  develop and
commercialize  Consumable  Products  (hereinafter  defined)  made in  accordance
therewith; and

         WHEREAS,  BDSI is willing to grant  such  sublicenses  to BND under the
terms and conditions set forth in this Agreement."

         2.  Amendment to Definition of  "Consumable  Products".  Section 1.5 is
hereby  amended  by  deleting  it in its  entirety  and  replacing  it with  the
following:


                                       1
<PAGE>

         "1.5  "Consumable   Products"  shall  mean  any  cochleate,   cochleate
derivative, geodate and/or proteoliposome combined with a Nutrient developed for
human or Animal  use or  consumption  that is:  (i) based  upon,  derived  from,
identified  through or related to any Licensed  Technology;  and (ii) covered by
one or more Licensed Patents and would infringe a Valid Claim thereof."

         3. Amendment to Definition of "Field". Section 1.7 is hereby amended by
deleting it in its entirety and replacing it with the following:

         "1.7 "Field" shall mean  delivery of Consumable  Products to all living
systems for personal  care,  processed  food or beverage  applications  for both
human and Animal consumption.  Consumable Products in personal care applications
include, for example, shampoos, conditioners, soaps, deodorants, hair dyes, hair
care  products,  body washes,  wipes,  shaving  products,  perfumes,  cosmetics,
cleansers, toothpaste, and mouthwashes."

         4.  Amendment to Definition of "Licensed  Technology".  Section 1.10 is
hereby  amended  by  deleting  it in its  entirety  and  replacing  it with  the
following:

         "1.10  "Licensed  Technology"  shall  mean  any and  all  non-patented,
proprietary  information,  including,  but not  limited to, all  patentable  and
non-patentable   inventions,   improvements,   discoveries,   claims,  formulae,
processes,  methods,  trade  secrets,  technologies,  data and  know-how  owned,
licensed or controlled by BDSI or to which BDSI has the right to grant  licenses
or  sublicenses  before  or during  the term of this  Agreement  related  to the
cochleate, cochleate derivatives,  proteoliposome,  geode and nano-encochleation
technology  described in Exhibit B hereto or derived from any Sponsored Research
Program (hereinafter defined)."

         5.  Amendment  to  Definition  of  "Nutirent".  Section  1.12 is hereby
amended by deleting it in its entirety and replacing it with the following:

         "1.12  "Nutrient"  shall mean anything added to foodstuffs,  beverages,
and  personal  care  products,  and thought to be health  promoting  or consumer
satisfying   including  vitamins,   minerals,   anti-oxidants,   phytochemicals,
zoochemicals,  GRAS-designated chemicals, fatty acids, and flavorings. Nutrients
however, does not include  nutraceuticals,  supplements,  vitamin products,  and
over-the-counter and prescription pharmaceuticals."

         6. Amendment to Section 3.1.  Section 3.1 is hereby amended by deleting
it in its entirety and replacing it with the following:

         "3.1  Grant of  License.  Subject to the terms and  conditions  of this
Agreement,  BDSI  hereby  grants  to BND an  exclusive  license  throughout  the
Territory,  with the right to grant  sublicenses  (subject to  Sections  3.4 and
3.5), to make, use or sell Licensed Products in the Field. In addition,  subject
to the terms and  conditions  of this  Agreement,  BDSI hereby  grants to BND an
exclusive license throughout the Territory,  with the right to grant sublicenses
(subject to Sections 3.4 and 3.5),  to use BDSI's  registered  BIORAL  trademark
and/or BDSI's GEODE,  NANOGEODE and BIOGEODE  trademarks in connection  with the
creation of Consumable Products in the Field."


                                       2
<PAGE>

         7. Amendment to Section 3.3.  Section 3.3 is hereby amended by deleting
it in its entirety and replacing it with the following:

         "3.3 Primary Purpose; Consumable Product Approval;  Trademark Approval.
It is  understood  and agreed that the primary  purpose of this  Agreement is to
enable BND to seek out and secure  arrangements  with  Sublicensees who will, in
turn, sublicense the Licensed Technology from BND to create Consumable Products.
It  is  not  intended  that  BND  will  itself  develop,  manufacture,  produce,
distribute,  market or sell any Consumable Products.  However, in the event that
BND seeks to develop or sublicense a Consumable Product,  prior to developing or
sublicensing such Consumable Product,  BND will notify BDSI in writing regarding
the  identity  of such  Consumable  Product  and  BND's  intent  to  develop  or
sublicense the same ("Product Development Notification").  BDSI shall notify BND
in writing  of its  consent to BND's  request  to develop a  Consumable  Product
within sixty (60) days of receipt of a Product Development Notification.  In the
event that BDSI fails to provide a written  response  to BND within  such 60-day
period,  then BDSI shall be deemed to have consented to BND's request to develop
a Consumable Product. BND agrees that such consent may be granted or withheld in
BDSI's sole discretion.  In addition,  from time to time at the request of BDSI,
BND  and any  Sublicensees  will  provide  to BDSI  specimens  of use of  BDSI's
trademarks,  and BDSI shall have the right to make  reasonable  modification  or
similar requests related to use of such trademark."

         8. Amendment to Section 6.3.  Section 6.3 is hereby amended by deleting
it in its entirety and replacing it with the following:

         "6.3  Notification  of  Infringement.  If  either  Party  learns  of an
infringement or threatened  infringement by a Third Party of any Licensed Patent
granted  hereunder  within the Territory,  such Party shall promptly  notify the
other Party and shall provide such other Party with  available  evidence of such
infringement. Section 6.4 shall then be applicable."

         9. No Further  Amendment.  Except as amended  hereby,  the  Sub-License
Agreement shall remain unchanged and in full force and effect.




                            [Signature Page Follows]


                                       3
<PAGE>


         IN WITNESS  WHEREOF,  the Parties  hereto have caused this Amendment to
Sub-License Agreement to be executed by their duly authorized representatives.


                             BIODELIVERY SCIENCES INTERNATIONAL, INC.


                                    /s/ Francis E. O'Donnell, Jr.
                             By: __________________________________
                                    Name:  Francis E. O'Donnell, Jr., M.D.
                                    Title:    President and CEO


                             BIORAL NUTRIENT DELIVERY, LLC


                                      /s/ James A. McNulty
                             By:  __________________________________
                                    Name:  James A. McNulty
                                    Title:   Secretary, Treasurer and CFO



                                       4


</TEXT>
</DOCUMENT>
