Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On and effective August 1, 2012, BioDelivery Sciences International, Inc. (the "Company") and Benny Ward, the Company's Executive Vice President of Business and Strategic Development ("Mr. Ward"), entered into a Separation and Release Agreement (the "Separation Agreement") pursuant to which Mr. Ward's employment with the Company was terminated without cause. The Separation Agreement reflects the agreement reached by the Company and Mr. Ward regarding Mr. Ward's separation from service as an employee of the Company and will be fully effective following a seven day revocation period.

Pursuant to the Separation Agreement, Mr. Ward will receive a lump sum payment equal to twelve (12) months of salary (less taxes and withholdings) plus the rights to vested options and payment of salary through the separation date as well as for unused vacation time. The Separation Agreement also provides the Company with a general release by Mr. Ward.

The Company plans to fill Mr. Ward's position in the future with the same or similar responsibilities.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K of the Company may contain, among other things, certain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties, many of which are beyond the Company's control. Such statements may include, without limitation, statements with respect to the Company's plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects," "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," or similar expressions. These statements are based upon the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties, including those detailed in the Company's filings with the Securities and Exchange Commission. Actual results may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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