Neurobiological Technologies Inc /Ca/ Sample Contracts

AGREEMENT
Agreement • October 1st, 1996 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
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SUBLEASE
Lease Agreement • September 28th, 2000 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
EXHIBIT A
Neurobiological Technologies Inc /Ca/ • December 29th, 1999 • Biological products, (no disgnostic substances) • California
EXHIBIT A
Neurobiological Technologies Inc /Ca/ • September 28th, 1998 • Biological products, (no disgnostic substances) • California
BETWEEN
Option Agreement • November 14th, 2000 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
NTI LOGO GOES HERE] RETENTION AGREEMENT
Retention Agreement • September 28th, 1999 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances)
EXHIBIT 10
Neurobiological Technologies Inc /Ca/ • June 6th, 2000 • Biological products, (no disgnostic substances) • California
NEUROBIOLOGICAL TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • November 9th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

This LOAN AND SECURITY AGREEMENT is entered into as of August 18, 2005, by and between COMERICA BANK (“Bank”) and NEUROBIOLOGICAL TECHNOLOGIES, INC. (“Borrower”).

Warrant No. G-21 Dated: March 1, 2004
Neurobiological Technologies Inc /Ca/ • May 17th, 2004 • Biological products, (no disgnostic substances)

Neurobiological Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, Merriman Curhan Ford & Co. or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 23,280 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $8.08 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from the date hereof and through and including the date that is three years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued concurrently with the closing under that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreemen

WATERGATE OFFICE TOWERS EMERYVILLE TOWER III EMERYVILLE, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN CA-EMERYVILLE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“LANDLORD”) AND NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation...
Office Lease Agreement • May 10th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 22nd day of April, 2005, by and between CA-EMERYVILLE PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions) and Exhibit G (Parking Agreement).

NEUROBIOLOGICAL TECHNOLOGIES, INC. 21,818,181 Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENT San Francisco, California October 29, 2007
Underwriting Agreement • October 31st, 2007 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York

Neurobiological Technologies, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), pursuant to this underwriting agreement (the “Agreement”), an aggregate of 21,818,181 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters the option referred to in Section 2(d) hereof to purchase an aggregate of not more than an additional 3,272,727 shares of Common Stock, if requested by the Underwriters in accordance with Section 2(d) hereof. It is understood that the Underwriters propose to offer the “Shares” (as hereinafter defined) to be purchased hereunder to the public upon the terms and conditions set forth in the “Registration Statement” (as defined below) after the “Effective Date” (as defined below) of the Registration Statement. As used in this Agreement, (a) the term “Firm Shares” shall mean the Common St

SECURITY AGREEMENT
Security Agreement • September 12th, 2007 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York

This SECURITY AGREEMENT, dated as of September 12, 2007 (this “Agreement”), is between Neurobiological Technologies, Inc., a Delaware corporation (the “Company” or the “Debtor”), and U.S. Bank National Association, as trustee under the Indenture (as defined below), and its transferees and assigns (the “Secured Party”).

Warrant No. G-20 Dated: March 1, 2004
Neurobiological Technologies Inc /Ca/ • May 17th, 2004 • Biological products, (no disgnostic substances)

Neurobiological Technologies, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received, Merriman Curhan Ford & Co. or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 155,200 shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $6.00 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and from time to time from the date hereof and through and including the date that is three years from the date of issuance hereof (the “Expiration Date”), and subject to the following terms and conditions. This Warrant (this “Warrant”) is issued concurrently with the closing under that certain Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers identified therein (the “Purchase Agreeme

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 4th, 2004 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 1, 2004 among Neurobiological Technologies, Inc., a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NEUROBIOLOGICAL TECHNOLOGIES, INC.
Common Stock Purchase Warrant • April 2nd, 2007 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances)

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary following the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Neurobiological Technologies, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Collaboration And License Agreement
Collaboration and License Agreement • May 12th, 2008 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

This Collaboration and License Agreement (this “Agreement”) is entered into on February 29, 2008 (the “Effective Date”) by and between Buck Institute for Age Research, a California non-profit public benefit corporation having a principal place of business at 8001 Redwood Boulevard, Novato, CA 94945 (“Institute”), and Neurobiological Technologies, Inc., a Delaware corporation having a principal place of business at 2000 Powell Street, Suite 800, Emeryville, California 94608 (“NTI”). Institute and NTI are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

LICENSE AGREEMENT
License Agreement • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • Illinois

This License Agreement (“Agreement”) is made as of this 29th day of March, 2002 (the “Effective Date”) by and between ABBOTT LABORATORIES, an Illinois corporation, with its principal office at 100 Abbott Park Road, Abbott Park, IL 60064 (“Abbott”) and EMPIRE PHARMACEUTICALS, INC., a Delaware corporation, with its principal office at 4916 Route 81, Greenville, NY 12083 (“Empire”).

NEUROBIOLOGICAL TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of April 1, 2003 (the “Effective Date”) by and between NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation (“NTI”) and Paul E. Freiman (“Freiman”).

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Project Contract for Protocol NTI 0302
Neurobiological Technologies Inc /Ca/ • September 28th, 2005 • Biological products, (no disgnostic substances)

This Project Contract is entered into between Neurobiological Technologies, Inc. (“NTI”) and ICON Clinical Research, L. P., (“ICON”) as of the 1st day of January 2005 (the “Effective Date”) pursuant to the Master Services Agreement between the parties dated as of the 1st day of December 2003 (the “Master Agreement”). Except as modified by this Project Contract, the terms and conditions of the Master Agreement are incorporated herein by reference and shall govern the performance of the parties’ duties under this Project Contract. Capitalized terms used herein and not otherwise defined are used as defined in the Master Agreement.

FORM OF INDEMNITY AGREEMENT
Form of Indemnity Agreement • September 16th, 2008 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • Delaware

THIS INDEMNITY AGREEMENT, effective as of September 11, 2008, between NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation (the “Corporation”), and _____ (“Indemnitee”),

CONTRACT
Contract • April 11th, 2006 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

MTA agrees to provide the services described in the Rider A, which will become effective on the date separately executed (Term, attached hereto and made a part hereof for all purposes). Client agrees to pay MTA up to $770,000.00 for its services rendered hereunder in accordance with Rider B (NEUROBIOLOGICAL TECHNOLOGIES, INC. ASP-502 and 503 Investigators’ Meetings). In the event services described in Rider A are not performed due to cancellation by Client, or any other act or omission on the part of the Client, MTA shall, in addition to an amount equal to MTA’s expenses and actual damages caused by such act or omission of Client, assess cancellation fees according to the following scale:

NEUROBIOLOGICAL TECHNOLOGIES, INC.
Neurobiological Technologies Inc /Ca/ • February 19th, 2008 • Biological products, (no disgnostic substances) • California

This letter confirms your separation from employment with Neurobiological Technologies, Inc. (the “Company”). This letter also proposes an agreement between you and the Company.

JOINT FILING AGREEMENT
Joint Filing Agreement • January 23rd, 2009 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances)

The undersigned hereby consent to the joint filing by any of them of a Statement on Schedule 13D and any amendments thereto, whether heretofore or hereafter filed, relating to the securities of Neurobiological Technologies, Inc. and affirm that this Schedule 13D is being filed on behalf of each of the undersigned. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

FIRST AMENDMENT TO LICENSE AGREEMENT
License Agreement • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances)

This First Amendment to License Agreement (this “Amendment”) is dated as of the 22nd day of October, 2003, by and between Abbott Laboratories, an Illinois corporation (“Abbott”) and Empire Pharmaceuticals, Inc., a Delaware corporation (“Empire”).

NEUROBIOLOGICAL TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2004 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 14, 2004 (the “Effective Date”) by and between NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation (“NTI”) and Stephen Petti (“Petti”).

MASTER CLINICAL DEVELOPMENT AGREEMENT between NEUROBIOLOGICAL TECHNOLOGIES, INC. Mahwah, NJ 07495 and SCIREX CORPORATION Horsham, PA 19044
Master Clinical Development Agreement • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

THIS MASTER CLINICAL DEVELOPMENT AGREEMENT (“Agreement”), made as of the date last signed below is by and between Neurobiological Technologies, Inc., a company having its principal place of business at Crossroads Corporate Center, One International Boulevard, Suite 400, Mahwah, NJ 07495 (“NTI”), and SCIREX Corporation, a corporation of the State of Delaware having its principal place of business at 755 Business Center Drive, Horsham, PA 19044 (“SCIREX”).

COMMERCIAL SUBLEASE
Commercial Sublease • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New Jersey

THIS SUBLEASE is made as of May 18, 2005, between Refac (herein referred to as the “Sublessor” or “Refac”), a corporation organized under the laws of the State of Delaware with an office located at One Bridge Plaza, Suite 550, Fort Lee, New Jersey 07024 and Neurobiological Technologies, Inc. (hereinafter referred to as “Sublessee”), a corporation organized under the laws of the State of Delaware with an office located 3260 Blume Drive, Suite 5000, Richmond, California 94806.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 9th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York

This Asset Purchase Agreement (this “Agreement”) is dated as of September 19, 2005 by and between Neurobiological Technologies, Inc., a Delaware corporation (“Seller”), Neutron ROW Ltd., a Bermuda limited company (“Neutron ROW”) and Neutron Ltd., a Bermuda limited company (“Neutron” and, together with Neutron ROW, the “Buyers”). Buyers and Seller are referred to collectively herein as the “Parties.”

NEUROBIOLOGICAL TECHNOLOGIES, INC. EMPLOYMENT AGREEMENT
Employment Agreement • September 30th, 2002 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of June 10, 2002 by and between NEUROBIOLOGICAL TECHNOLOGIES, INC., a Delaware corporation (“NTI”) and Paul E. Freiman (“Freiman”).

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