AGREEMENTSeverance Agreement • October 1st, 1996 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
Warrant No. B- --- CLASS B WARRANT TO PURCHASE A MAXIMUM OF ______ SHARES OF COMMON STOCK OF NEUROBIOLOGICAL TECHNOLOGIES, INC. (Void after ________, 2001) THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY...Warrant Agreement • September 28th, 1998 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
SECOND AMENDMENT TO LEASE This Second Amendment to Lease ("Amendment") is made and entered into as of May 15, 1998 by and between MARINA WESTSHORE PARTNERS, LLC, a California limited liability company ("Landlord") and NEUROBIOLOGICAL TECHNOLOGIES,...Lease • September 28th, 1998 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
EXHIBIT AWarrant Agreement • December 29th, 1999 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
EXHIBIT 10Subscription Agreement • June 6th, 2000 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
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).
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION...Securities Purchase Agreement • December 29th, 1999 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
CONVERTIBLE LOAN AGREEMENT This Convertible Loan Agreement is entered into as of August 3, 1999 (the "Effective Date"), by and between Merz + Co. GmbH & Co., a company organized under the laws of Germany, with its principal place of business at...Convertible Loan Agreement • September 28th, 1999 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
NEUROBIOLOGICAL TECHNOLOGIES, INC. LOAN AND SECURITY AGREEMENTLoan 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”).
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).
July 8, 1999 Neurobiological Technologies, Inc. 1387 Marina Way South Richmond, California 94804 Gentlemen: This letter sets forth our agreement whereby AmeriCal Securities, Inc. ("AmeriCal") will act as exclusive placement agent for Neurobiological...Placement Agent Agreement • December 29th, 1999 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
This letter sets forth our agreement whereby AmeriCal Securities, Inc. ("AmeriCal") will act as exclusive placement agent for Neurobiological Technologies, Inc. (the "Company") for the offer and sale of units ("Units") of common stock and warrants to purchase common stock of the Company for a gross purchase price not to exceed $2,000,000 as more particularly outlined in the attached term sheet (the "Term Sheet"). It is understood that the offering shall be made pursuant to Regulation D under the Securities Act of 1933, as amended (the "Securities Act").
NEUROBIOLOGICAL TECHNOLOGIES, INC. 21,818,181 Shares of Common Stock (Par Value $0.001 Per Share) UNDERWRITING AGREEMENT San Francisco, California October 29, 2007Underwriting 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
Warrant No. G-21 Dated: March 1, 2004Securities Agreement • May 17th, 2004 • Neurobiological Technologies Inc /Ca/ • 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
SUBLEASESublease • September 28th, 2000 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • California
SECURITY AGREEMENTSecurity 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”).
SECURITIES PURCHASE AGREEMENTSecurities 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”).
Collaboration And License AgreementCollaboration 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 AGREEMENTLicense 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”).
Project Contract for Protocol 0303Project Contract • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • 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 May 2004 (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.
NEUROBIOLOGICAL TECHNOLOGIES, INC. EMPLOYMENT AGREEMENTEmployment 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”).
Project Contract for Protocol NTI 0302Project Contract • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • 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.
Warrant No. G-20 Dated: March 1, 2004Securities Agreement • May 17th, 2004 • Neurobiological Technologies Inc /Ca/ • 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
LICENSE AND COOPERATION AGREEMENTLicense and Cooperation Agreement • February 8th, 2007 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • New York
This License and Cooperation Agreement (the “Agreement”) is made and is effective as of this date of April 16, 1998 (“Effective Date”), between
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • 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”),
Termination Agreement between Neurobiological Technologies, Inc. 2000 Powell Street, Suite 800 Emeryville, California 94608 USA (hereinafter called “NTI”) and Nordmark Arzneimittel GmbH & Co. KG Pinnauallee 4 25436 Uetersen Germany (hereinafter called...Termination Agreement • May 8th, 2009 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances)
CONTRACTContract • 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.Separation Agreement • February 19th, 2008 • Neurobiological Technologies Inc /Ca/ • 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 AGREEMENTJoint 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 AGREEMENTLicense 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 AGREEMENTEmployment 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 19044Master 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 SUBLEASECommercial 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.
AGREEMENT ON THE ESTABLISHMENT OF A SNAKE FARM AND PURIFICATION UNIT (“Snake Agreement”) between Neurobiological Technologies, Inc. and NTI-Empire, Inc. 2000 Powell Street, Suite 800 Richmond, California 94806 USA (hereinafter called “NTI”) and...Agreement on the Establishment of a Snake Farm and Purification Unit • November 6th, 2006 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances)
ASSET PURCHASE AGREEMENTAsset 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 AGREEMENTEmployment 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”).
