Exhibit 10.1
AMENDMENT AND ADDENDUM TO
COLLABORATION AND SERVICES AGREEMENT
This Amendment and Addendum (the
“ Amendment ”) to the Collaboration and Services
Agreement dated November 28, 2005 (the “
Agreement ”) by and between Neurobiological
Technologies, Inc., a Delaware corporation (“ NTI
”) and Neutron Ltd., a Bermuda limited company (“
Neutron ”), is entered into as of June 23, 2009
(the “ Amendment Effective Date ”) by and among
NTI, Neutron, and Celtic Pharma Development Services America Inc.,
a Delaware corporation (“ Celtic Services ”).
Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.
Recitals
Whereas,
from and after November 28,
2005 to the Amendment Effective Date, NTI has provided to Neutron
certain services in connection with the research and development of
the Product pursuant to the terms and conditions of the
Agreement;
Whereas,
Celtic Pharma Development Services
Bermuda Ltd., a Bermuda limited company (“ Parent
”), the sole shareholder of Celtic Services, has entered into
one or more agreements whereby Parent has agreed to assume the
obligations of developing and commercializing the Product on behalf
of Neutron;
W hereas, Parent and Celtic Services
have entered into one or more agreements whereby Parent has engaged
Celtic Services to perform development services occurring in the
United States for Parent;
Whereas
, Parent and Neutron desire that,
from and after the Amendment Effective Date, the rights and
obligations of Neutron under the Agreement be assigned to, and
assumed by, Celtic Services, as and to the extent set forth herein,
and NTI has agreed to consent to such assignment and
assumption;
Whereas,
Celtic Services desires to assume
the services previously performed by NTI in connection with the
research and development of the Product; and
Whereas,
NTI has agreed to consent to the
foregoing assignment of development services from Neutron to Celtic
Services and to the assumption by Celtic Services of the services
previously provided by NTI.
Now,
Therefore , in consideration
of the above premises and the covenants contained herein and for
other good and valuable consideration the receipt and sufficiency
of which is hereby acknowledged, each of the parties to this
Amendment (collectively, the “ Parties ”) hereby
agree as follows:
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