STOCKHOLDERS AGREEMENTStockholders Agreement • July 15th, 2004 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
This Stockholders Agreement (this “Stockholders Agreement”) is made and entered into as of July 14, 2004, by and among Neurobiological Technologies, Inc., a Delaware corporation (“Parent”), Empire Acquisition Corp., a Delaware corporation (“Merger Sub”), and each of the persons or entities listed on EXHIBIT A hereto (each a “Stockholder” and collectively the “Stockholders”) and Biotechnology Value Fund, L.P. (the “Stockholder Representative”). This Stockholders Agreement is being entered into in connection with that certain Agreement and Plan of Reorganization, dated as of the date hereof, (the “Merger Agreement”) by and among Parent, Merger Sub and Empire Pharmaceuticals, Inc. (the “Company”). Unless otherwise provided herein, all capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF REORGANIZATION by and among NEUROBIOLOGICAL TECHNOLOGIES, INC. EMPIRE ACQUISITION CORP., and EMPIRE PHARMACEUTICALS, INC. dated July 14, 2004Agreement and Plan of Reorganization • July 15th, 2004 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • Delaware
