ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (the Agreement) is entered into and effective as of the 8th day of September 2004 (the Effective Date), by and between BioDelivery Sciences International, Inc., a Delaware corporation (BDSI) and Accentia, Inc., a Florida corporation (Accentia).

WHEREAS, BDSI and Accentia have heretofore entered into that certain License Agreement, dated April 12, 2004 (as amended, the License Agreement);

WHEREAS, the License Agreement calls for certain royalty payments to be made from Accentia to BDSI (the Royalty Payments); and

WHEREAS, Accentia desires to purchase from BDSI an asset consisting of a portion of the Royalty Payments (such portion of the Royalty Payments, as further defined in Section 1(e) hereof, the Royalty Stream) that will be based on sales of the Products.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements herein contained, the parties hereto agree as follows.

1. Definitions. In addition to capitalized terms defined elsewhere in this Agreement, the following capitalized terms shall have the meanings set forth below:

(a) Affiliate means with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such other Person. For purposes of this definition, a Person shall be deemed to control another entity if it owns or controls, directly or indirectly, at least fifty percent (50%) of the voting securities of another entity (or other comparable ownership interest for an entity other than a corporation) or if it has management control of the other entity. For purposes of this Agreement, BDSI and Accentia shall not be deemed Affiliates for any purpose.

(b) Lien means, with respect to any agreement or other asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset.

(c) Mayo Agreement means that certain Mayo Foundation For Medical Education and Research License Agreement, with an effective date of February 10, 2004, between Accentia and Mayo Foundation For Medical Education and Research (Mayo).

(d) Person means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, but not including a government or political subdivision or any agency or instrumentality of such government or political subdivision.

(e) Royalty Stream means fifty percent (50%) of all Royalty Payments required to be paid by Accentia under the License Agreement. Notwithstanding the forgoing, Royalty Stream shall not include Royalty Payments that are payable by Accentia under the License Agreement that are based on the sale of products exclusively intended to treat asthma.

2. Purchase and Sale of the Royalty Stream.

(a) Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, on and as of the Effective Date, Accentia shall purchase from BDSI, and BDSI shall sell to Accentia, free and clear of all Liens, all rights title and interest in and to the Royalty Stream for a one-time, irrevocable payment of Two Million Five Hundred Thousand Dollars ($2,500,000) in cash (the Purchase Price).

(b) Payment. The Purchase Price shall be due and payable to BDSI not later than September 30, 2004.

(c) No Assumed Obligations. Notwithstanding any provision in this Agreement, and except as already provided for under the Mayo Agreement or the License Agreement or otherwise, Accentia is acquiring only the Royalty Stream and is not assuming any liability or obligation of BDSI of whatever nature, whether presently in existence or arising or asserted hereafter. All such liabilities and obligations shall be retained by and remain obligations and liabilities of BDSI.

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