COOPERATION AND SUPPLY AGREEMENT

1.

Whereas, Neurobiological Technologies, Inc. is an emerging drug development company focused on the clinical development and regulatory approval of neuroscience drugs.

2.

Whereas, NTI-Empire, Inc., a wholly owned subsidiary and Related Company (as defined in Art. 1.11 below) of Neurobiological Technologies, Inc., has acquired Empire Pharmaceuticals, Inc. of Greenville, NY (hereinafter called “Empire”).

3.

Whereas, Empire had acquired the exclusive worldwide rights to Viprinex^™ (INN Ancrod) on the basis of a license agreement with Abbott Laboratories, parent company of its German subsidiary Abbott GmbH & Co. KG in Ludwigshafen, Germany in March 2002.

4.

Whereas, Viprinex^™ is a medicinal product useful as a late stage perfusion therapy for the treatment of acute ischemic stroke.

5.

Whereas, the active pharmaceutical ingredient of Viprinex^™ is Ancrod which is derived from the raw venom of the Malayan pit viper and whereas, NTI is the owner of about 4 kg of such raw venom.

6.

Whereas, Nordmark develops, manufactures and places on the market medicinal products and whereas, Nordmark is the holder of manufacturing authorizations issued by the competent German authority on the basis of which Nordmark is entitled to manufacture active pharmaceutical ingredients as well as finished medicinal products.

7.

Whereas, Nordmark has comprehensive experience in the manufacture of active pharmaceutical ingredients (hereinafter called “API”) and whereas, Nordmark originally was part of Knoll.

8.

Whereas, Empire and Nordmark have entered into a Nondisclosure Agreement on April 19, 2004.

9.

Whereas, NTI is desirous of having Nordmark further develop and manufacture Ancrod and is desirous to be supplied with Ancrod by Nordmark.

10.

Whereas, in anticipation of the cooperation envisaged by the Parties NTI has paid an amount of Euro 400.000 (VAT included), to Nordmark to enable Nordmark to purchase certain equipment for the development and manufacture of Ancrod; provided, however, that NTI shall own all such purchased equipment.

11.

Whereas, NTI intends to have manufactured by a contract manufacturer in the United States a finished medicinal product containing Ancrod as API.

12.

Whereas, NTI furthermore intends to perform clinical trials with the finished investigational medicinal product with the aim to apply for registration of the finished pharmaceutical product containing Ancrod in the United States and other markets.

13.

Whereas, the Parties are desirous to cooperate, in accordance with the terms and conditions of this Agreement, with the intention to achieve registration of the finished pharmaceutical product containing Ancrod.

1.1

“Ancrod” (Viprinex^™) means an API (as further described in Appendix 1) that is derived from API Starting Material, wherein such API is intended: (a) to be used in the manufacture of an Investigational Medicinal Product or a Medicinal Product in

accordance with this Agreement, and (b) to furnish pharmacological activity or other direct effect in the treatment of a disease.

1.2

“API” means an active pharmaceutical ingredient.

1.3

“Manufacture” means the production of Ancrod from API Starting Material, and the packaging and labelling thereof, including without limitation the respective in-process tests, analyses, final quality control and batch release according to GMP.

1.4

“API Starting Material” means the raw venom of the Malayan pit viper, as described in Appendix 2.

1.5

“Medicinal Product” means the finished pharmaceutical form of an Ancrod API intended to be used and marketed for treating or preventing disease in human beings.

1.6

“Registration” means the governmental approval (including marketing authorisation, pricing and reimbursement approval) according to German, European or United States law necessary to place a finished pharmaceutical product on the market in those countries or jurisdictions.

1.7

“Procedures” mean a description of the operations to be carried out, the precautions to be taken and the measures to be applied directly or indirectly to the Manufacture of Ancrod or to the Services provided in connection with this Agreement.

1.8

“Specifications” mean the description in detail of the specifications and requirements for Ancrod, as laid down in Appendix 1.

1.9

“Manufacturing Formulae and Processing Instructions” mean information and documents that state all API Starting Materials to be used by Nordmark hereunder, and that lay down all processing operations to be used in the Manufacture of Ancrod.

1.10

“Records” mean information and documents that relate to or describe the Services or the Manufacture of Ancrod, including without limitation a history of each batch of Ancrod and of all other relevant circumstances pertinent to the quality of Ancrod.

1.11

“Related Company” means any corporation, association or legal entity which is directly or indirectly controlling or controlled by NTI, wherein the term “control” means the ownership of more than 50% of the outstanding voting securities.

1.12

“Services” mean the services performed by Nordmark under this Agreement, as more fully described in Appendix 3.

1.13

“Ancrod Equipment” means any equipment that is purchased by Nordmark using funds provided by NTI. Such equipment (as set forth in Appendix 4) was, at the time of the commencement of the Parties’ cooperation, not yet in Nordmark’s possession. Before, during and after the term of this Agreement, all Ancrod Equipment shall be owned by NTI.

1.14

“Investigational Medicinal Product” means the pharmaceutical form of an Ancrod API intended to be tested in a clinical trial.

1.15

“Milestone” means a specific goal to be achieved by Nordmark, as described in Appendix 3.

2.1

Subject of Agreement is the performance of Services by Nordmark for NTI, the Manufacture of Ancrod by Nordmark on behalf of NTI and the supply of Ancrod to NTI, both prior to and after the Registration of the Medicinal Product.

2.2

The purpose of this Agreement is also to clearly establish and allocate the duties and responsibilities of each Party hereunder (Appendix 5).

2.3

Except as expressly set forth herein, no other rights or licenses are granted by NTI to Nordmark hereunder with respect to Services to be performed using API Starting Material or Ancrod, or with respect to Nordmark’s use or exploitation of API Starting Material or Ancrod.

3.1

NTI shall make available free of charge to Nordmark in good time the API Starting Material.

4.1

Nordmark undertakes to buy without undue delay the Ancrod Equipment as described in Appendix 4. The Ancrod Equipment shall remain the sole property of NTI.

4.2

Nordmark undertakes to perform the Services in a professional and competent manner and in accordance with the timescales set out in Appendix 3, and also to meet in person with NTI at least quarterly, and to provide Records to NTI at least

quarterly, regarding the progress on the Services provided by Nordmark hereunder. Additionally, Nordmark may update NTI on its progress regarding the Services through weekly telephone conferences. During each quarterly meeting between NTI and Nordmark pursuant to this Article 4.2, the Parties shall discuss any changes, modifications or amendments to United States federal laws and regulations that are pertinent to the Services or the Manufacture of Ancrod hereunder and that are within the knowledge of each Party.

4.3

NTI undertakes to pay the Milestone amount allocated to each Milestone event laid down in Appendix 3. Fifty percent (50%) of each such Milestone amount shall be paid by NTI within 30 days after NTI receives written notice from Nordmark that Nordmark has initiated work in connection with the corresponding Milestone event. The remaining 50% of each such Milestone amount shall be paid by NTI to Nordmark within 30 days after NTI receives written notice from Nordmark that the corresponding Milestone event has been achieved; provided, however, with respect to any Milestone payment that is the subject of such written notice, NTI (in its sole discretion and prior to the due date for the corresponding Milestone payment) may request access to Nordmark’s Records (including without limitation Nordmark’s raw data) related to Nordmark’s achievement of such Milestone event, so that NTI may review such Records in order to verify such achievement by Nordmark before making the corresponding Milestone payment. If Nordmark and NTI dispute in good faith Nordmark’s achievement of such Milestone event, either Party may promptly notify the other Party that it wishes to submit the dispute for resolution by designated representatives of each Party (Stephen Petti, NTI’s Vice President, Product Development, and Manfred Kurfürst, Nordmark’s Head of Biological Products Production, Marketing and Sales (or a person otherwise substituted or designated by a Party)) (each a “Representative”). The Representatives shall attempt to resolve the dispute through good faith negotiations over a reasonable period, not to exceed thirty (30) calendar days following one Party’s receipt of such notice from the other Party, unless the Representatives mutually agree in writing to extend such period of negotiation; provided, however, that in no event shall such period of negotiation be longer than 45 days after the date of initiation of such good faith negotiations by the Representatives. If the Representatives cannot resolve such dispute within such 30-day (or mutually extended) period, the dispute shall be resolved in accordance with Art. 17.2.

4.4

The Parties are aware of the necessity to expedite the Services and the Manufacture and supply of GMP batches of Ancrod. To that end, the final Milestone event in Appendix 3 requires delivery of three GMP batches of Ancrod on or before July 29, 2005. If (a) Nordmark releases the first of the three GMP batches prior to June 10, 2005, NTI undertakes to pay to Nordmark an extra bonus of [***] of the total amount actually paid or owed by NTI in connection with the Down Payment and Milestone events set forth in Appendix 3; and (b) if Nordmark releases the first of the three GMP batches on or before June 6, 2005; NTI will pay an additional [***] (i.e., the [***] bonus set forth in (a) above plus [***]);

and (c) if Nordmark releases the first of the three GMP batches on or before June 1, 2005; NTI will pay an additional [***] (i.e., the [***] bonus set forth in (a) above plus [***]).

4.5

Nordmark shall maintain true and accurate Records, including all books, records, test and laboratory data, reports and all other information relating to the Services, and all information required to be maintained by all applicable laws and regulations and Nordmark’s standard operating procedures. Such Records shall be maintained in forms, notebooks and records for a period of at least three (3) years or longer if required by applicable laws or regulations. Nordmark shall not dispose of any Records without first providing at least sixty (60) days’ prior written notice of its intent to dispose of any Records, and if NTI so requests prior to such disposal, Nordmark shall transfer such Records to NTI at NTI’s cost and expense.

4.6

If the Parties mutually determine that, in addition to the Milestone events laid down in Appendix 3, other Milestone events would be appropriate to achieve the cooperative endeavors and goals of the Parties hereunder, the Parties may mutually agree to establish in writing additional Milestone events (and the corresponding terms and conditions related thereto). Any such additional Milestone events (and related terms and conditions) shall be attached to this Agreement as an addendum to Appendix 3.

5.1

Nordmark undertakes to strictly adhere to all applicable legal provisions, and especially to the German Drug Law (AMG), to the regulation governing the operations of pharmaceutical companies (PhBetrV) and to the principles and guidelines of Good Manufacturing Practices, as the laid down in the EC-Guide to good manufacturing practice for medicinal products (GMP), including its annex 18 for API’s (The Rules governing medicinal products in the European Union, Volume 4), in Title 21 of the United States Code of Federal Regulations, parts 210 and 211, and in applicable guidelines that have been issued (or may be issued in the future) by the FDA, and to NTI’s Specifications and commercially reasonable Manufacturing and testing instructions.

5.2

Nordmark furthermore undertakes to release Ancrod for shipment to NTI (or to a drug manufacturer in the United States nominated by NTI) only if it meets all Specifications, the Manufacturing Formulae and Processing Instructions and any other requirements set forth in documents relevant to Ancrod pursuant to Art. 6.1. On written request and risk of NTI, Nordmark will “pre-release” the first of the three GMP batches of Ancrod (as described in Article 4.4) for shipment to NTI with a preliminary certificate of analysis with respect to the Specifications. This first GMP batch will be shipped to NTI or to a third party designated by NTI. This

pre-released batch shall not be used in humans before Nordmark has determined that such batch meets all Specifications pursuant to Article 6.1 and is finally released by Nordmark; provided, however, that such final release by Nordmark shall be provided to NTI on or before the occurrence of the earlier of: (a) the date that is four weeks after the date of pre-release of such batch to NTI, or (b) July 14, 2005. As far as the shelf life of Ancrod is concerned, Nordmark does not give a guarantee; provided that, with respect to any Ancrod produced by Nordmark that meets all Specifications, Nordmark shall store and ship such Ancrod in accordance with industry standards and NTI’s instructions.

5.3

Nordmark shall use Ancrod, API Starting Material and Ancrod Equipment solely and exclusively for the purposes of this Agreement. For the sake of clarity, Nordmark agrees that NTI shall own all side fractions and unused portions of Ancrod in the possession of Nordmark, which shall be used by Nordmark solely and exclusively for the purposes of this Agreement. If Nordmark should desire to use an aliquot of such side fractions and/or unused portions of Ancrod or API Starting Material for its internal research use only, Nordmark shall notify NTI in writing of such requested use. This written request shall set forth a description and amount of such material that Nordmark wishes to use, and a description of the intended use of such material. NTI shall consider in good faith such request (and the terms and conditions that may be attached to such requested use), but the final approval or denial of such request shall be in NTI’s sole discretion.

6.1

NTI has made and will make available to Nordmark relevant, up-to-date, Ancrod-related technical information and other documents that are necessary and/or appropriate with regard to the Manufacture, quality control, handling and storage of Ancrod and API Starting Material, and in particular NTI shall provide the Specifications, Manufacturing Formulae and Processing Instructions, packaging instructions, sampling Procedures and testing Procedures, as listed in Appendix 6. Furthermore NTI shall supply to Nordmark any additional information relating to Ancrod or API Starting Material in NTI’s possession which Nordmark may reasonably request during the term of this Agreement for the fulfillment of Nordmark’s obligations under this Agreement.

6.2

Within two months after completion of any Ancrod production run, Nordmark undertakes to make available to NTI the necessary and useful documents (including without limitation lot release testing documentation) that a drug manufacturer may reasonably request in order to use Ancrod for the Manufacture of the finished Investigational Medicinal Product.

6.3

In the case of any deviation from or change of the technical information, Specifications or Manufacturing Formulae and Processing Instructions, such deviation or change may be executed by Nordmark only after written consent of NTI. Should the technical information, Specifications or Manufacturing Formulae and Processing Instructions violate any legal rules or orders, as applicable at the site of production, Nordmark shall inform NTI in writing without undue delay after having received knowledge thereof in order to enable the Parties to jointly find a solution of such problems.

6.4

Nordmark shall carry out all necessary and relevant tests (including without limitation specified lot release tests) in order to ensure the quality of each lot and batch of Ancrod Manufactured for NTI, and shall release Ancrod for delivery only if it meets all Specifications (in accordance with Art. 5.2). Nordmark shall, on request, supply to NTI’s representative adequate test samples of materials obtained, generated or provided by Nordmark hereunder, and copies of information and documents relating to the Services, Ancrod or API Starting Material, including without limitation Manufacturing and quality control documents and further information on in-process control and the Manufacturing process.

6.5

Nordmark shall pass on to NTI, simultaneously with the shipment of each batch of Ancrod, the corresponding certificate of analysis and copies of related raw data relevant to such batch (including without limitation raw data pertaining to lot release tests), as well as, on NTI’s request, other information related to the in-process control and the Manufacturing control. The certificate of analysis shall be signed by Nordmark’s qualified person with regard to quality control, and shall serve as evidence for the proper release of such batch of Ancrod by Nordmark.

7.1

Nordmark shall keep all Records, including without limitation Manufacturing and quality control documentation, as required by the applicable law pursuant to Art. 5.1. If required by applicable law or regulation, and upon prior written notice to NTI, Nordmark may retain a sufficient and representative amount of samples of Ancrod and of the API Starting Material. Nordmark shall at all times use all reasonable endeavors to keep the NTI materials secure and safe from loss and damage, in such manner as Nordmark stores its own or its other customers’ material of similar nature, but in no event shall Nordmark use less than reasonable care; nor shall Nordmark disclose to any third party or otherwise part with possession of the materials or information provided by NTI hereunder.

7.2

NTI shall be entitled to inspect - at any time during normal business hours - the facilities of Nordmark where the Manufacturing of Ancrod takes place and where the API Starting Material, intermediate products and the Ancrod API are stored

(“GMP Compliance Audit”). Such GMP Compliance Audit shall also include the right of NTI to inspect the relevant Records (including without limitation Manufacturing and quality control documentation) and to take samples of materials obtained, generated or provided by Nordmark hereunder. Nordmark undertakes to give NTI all necessary or reasonably requested support and information for this purpose. The costs for such GMP Compliance Audits shall be borne by NTI, except for one annual GMP Compliance Audit by NTI, the costs for which shall be borne by Nordmark.

7.3

If any batch of Ancrod does not comply with the Specifications of NTI for reasons which lie in within the responsibility or control of Nordmark, then Nordmark shall remedy such defect at its own cost and by prior written agreement with NTI. If the Parties mutually determine that such remedying by Nordmark is not possible or advisable, then with the prior written consent of NTI Nordmark shall properly destroy the defective batch of Ancrod free of charge. Nordmark shall not be entitled to a fee or any other payment from NTI for any such unusable batch of Ancrod. In such case, Nordmark shall provide free of charge a replacement delivery of Ancrod without undue delay. Should the Parties mutually determine that the Ancrod batch’s non-compliance with the Specifications did not lie within the responsibility or control of Nordmark, the Parties shall jointly work to find a solution to the problem. If the Parties dispute whether such non-compliance with the Specifications was within the responsibility or control of Nordmark, the Parties will use good faith efforts to resolve such dispute within four weeks after the dispute arises. If the Parties are unable to resolve such dispute within such four week period, such dispute shall be resolved in accordance with Art. 17.2.

7.4

In the event of a defect in any Ancrod supplied to NTI by Nordmark hereunder, if NTI does not complain in writing with Nordmark without undue delay after discovery of such defect, indicating batch number and delivery date, NTI loses any rights granted to NTI under subp. 3 of this Article 7.

8.1

Ownership by NTI. As between Nordmark and NTI, NTI shall own all right, title and interest in and to the API Starting Material, Ancrod, and all NTI information, NTI materials (collectively, “NTI Intellectual Property”), and any and all information, data, inventions, discoveries, modifications, derivatives, improvements, know-how, technology and other intellectual property of any kind whatsoever (whether or not patentable) relating to NTI Intellectual Property (whether discovered, obtained, generated, or derived by NTI or by Nordmark), including without limitation all Manufacturing processes and all tangible and intangible property relating thereto, that are identified, discovered, developed, conceived, or reduced to practice in connection with the performance of the Services, Manufacturing or otherwise

under this Agreement (collectively, “Developments”). In the event that Nordmark or any other person working on or in connection with the Services, Manufacturing or this Agreement shall for any reason be determined to be the inventor, author, designer or owner of any Developments, then this Agreement shall constitute an assignment of such Developments to NTI. Nordmark agrees that it will, and it will cause any other person working on or in connection with the Services or this Agreement to, promptly disclose any Development to NTI and, at the request of NTI, execute and deliver any and all documents and give all reasonable assistance to NTI which may be necessary or desirable.

8.2

Ownership by Nordmark. As between Nordmark and NTI, Nordmark retains all right, title and interest in and to any and all patents, patent applications and technical or other information relating directly to the Services, to the extent that any one of these is not a Development or NTI Intellectual Property, as described in Art. 8.1 above (“Nordmark Intellectual Property”).

9.1

Nordmark shall use the technical information given to it by NTI pursuant to Art. 6.1 or otherwise under this Agreement only for purposes of this Agreement, shall keep it strictly confidential and shall make it accessible only to those persons who are entrusted with the performance of this Agreement. Nordmark shall oblige these persons accordingly to maintain the confidentiality obligations of Nordmark under this Agreement. The restriction of use and confidentiality obligations set forth in this Article 9 shall survive the term of this Agreement for a period of 10 years, commencing with the termination of this Agreement.

9.2

The restriction of use and confidentiality obligations shall not apply to such information that:

a)

Nordmark can establish by prior written records was already known to Nordmark without any obligation of confidentiality to a third party, or was available to the public, at the time of disclosure to Nordmark by NTI, or

b)

at any later date is made known to Nordmark without any obligation of confidentiality to a third party, or is made available to the public other than by breach of this Agreement by Nordmark.

9.3

Furthermore, the restriction of use and confidentiality obligations shall not apply to such information that, due to its nature, must be divulged to any third party, in particular to any competent judicial or administrative authority, being legally entitled to know said information, provided, however, Nordmark shall inform NTI without undue delay of such order, request or inspection, in order to permit NTI to limit such

disclosure and to obtain confidential treatment or a protective order for such disclosure so ordered, requested or inspected. Where appropriate or necessary, Nordmark shall secure that the third party or judicial or administrative authority receiving said information is bound by a secrecy and non-use obligations similar to those laid down in subp. 1 of this Article 9.

9.4

Any conflict between the Nondisclosure Agreement dated April 19, 2004 (between Empire and Nordmark) and this Cooperation and Supply Agreement will be controlled by this Cooperation and Supply Agreement.

10.1

NTI shall, prior to the commencement of clinical trials with the Investigational Medicinal Product and – after Registration - prior to placing the finished Medicinal Product on the market, supply Nordmark by September 30 of each year with a non-binding annual forecast of the required quantities of Ancrod. NTI shall provide Nordmark a binding, rolling 90 day forecast of its required quantities of Ancrod, including the desired delivery dates of such quantities of Ancrod.

10.2

Nordmark shall meet the agreed Ancrod quantitities and delivery dates within the scope of the binding, rolling 90 day forecasts (as described in Art. 10.1). Nordmark is not entitled to deliver any batch of Ancrod before its release according to Art. 5.2. Any delivery of Ancrod by Nordmark to NTI or its designated consignee shall be affected “free carrier” at the place of the carrier nominated by NTI (INCO-terms 1990 FCA). If unforeseeable circumstances occur (for example, any of as those set forth in Article 15) that could result in a delay of delivery, Nordmark shall without undue delay inform NTI accordingly.

11.1

Warranties by NTI. NTI represents, warrants and/or covenants to Nordmark that it has, and shall at all times throughout the term of this Agreement have, the right to supply the NTI materials and the NTI information to Nordmark for the purpose of performing the Services.

11.2

Warranties by Nordmark. Nordmark represents, warrants and/or covenants to NTI that:

(I)

the Services shall be performed in accordance with the terms and conditions of this Agreement, and in compliance (a) with all standards generally accepted in Germany and the United States for commercial

production of APIs, and (b) with all applicable German or United States federal laws and regulations relating to performance of the Services;