0001193125-05-193327 Sample Contracts

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”).

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Project Contract for Protocol 0303
Project 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 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”).

Project Contract for Protocol NTI 0302
Project 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.

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”).

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.

Drug Product Development and Clinical Supply Agreement
Drug Product Development and Clinical Supply Agreement • September 28th, 2005 • Neurobiological Technologies Inc /Ca/ • Biological products, (no disgnostic substances) • Delaware

NEUROBIOLOGICAL TECHNOLOGIES, INC., a corporation organized and existing under the laws of Delaware, with its principal offices located at 3260 Blume Drive, Suite 500, Richmond, California 94806 (hereinafter referred to as “NTI”)

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