##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-23280
 NEUROBIOLOGICAL TECHNOLOGIES, INC.
  Delaware
    
    94-3049219(State of incorporation)
    
    (I.R.S. Employer Identification No.)2000 Powell Street, Suite 800, Emeryville, California
    
    94608(Address of principal executive office)
    
    (Zip Code)
 (510) 595-6000
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.001 par value
  
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



Part IItem 1 Business
    
    
    3Item 1A Risk Factors
    
    
    4Item 1B Unresolved Staff Comments
    
    
    7Item 2 Properties
    
    
    7Item 3 Legal Proceedings
    
    
    7Item 4 (Removed and Reserved)
    
    
    7Part IIItem 5 Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    7Item 6 Selected Financial Data
    
    
    8Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    8Item 7A Quantitative and Qualitative Disclosures about Market Risk
    
    
    12Item 8 Financial Statements and Supplementary Data
    
    
    13Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    32Item 9A Controls and Procedures
    
    
    32Item 9B Other Information
    
    
    33Part IIIItem 10 Directors, Executive Officers and Corporate Governance
    
    
    33Item 11 Executive Compensation
    
    
    34Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    36Item 13 Certain Relationships and Related Transactions, and Director Independence
    
    
    38Item 14 Principal Accounting Fees and Services
    
    
    38Part IVItem 15 Exhibits, Financial Statement Schedules
    
    
    39Exhibit 21.1Exhibit 31.1Exhibit 32.1
   2




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PART I
 
 ITEM 1. BUSINESS
 This report contains forward-looking statements. These forward-looking statements are based on
our current expectations about the status of our dissolution and our business. In some cases, these
statements may be identified by terminology such as anticipates, believes, continue,
estimates, expects, may, plans, potential, predicts, should, will, or the negative
of such terms and other comparable terminology. These statements involve known and unknown risks
and uncertainties that may cause our dissolution payments, cash available to common stockholders,
financial results, performance or achievements to be materially different from those expressed or
implied by the forward-looking statements. Factors that may cause or contribute to such differences
include, among others, those discussed in this report under Item 1A.Risk Factors. Except as may
be required by law, we do not intend to update any forward-looking statement to reflect events
after the date of this report. We, us, NTI and the Company as used in this report refer to
Neurobiological Technologies, Inc., a Delaware corporation in dissolution, and, as applicable, our
subsidiary, NTI-Empire, Inc.
 Overview
   Liquidation Basis of Accounting
 ®
 ® ®
  3




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Employees
  Available Information
 www.sec.gov
 
 ITEM 1A. RISK FACTORS
 Risks Related to the Wind-down of our Business and Affairs
 If the amount of our contingency reserve is insufficient to satisfy the aggregate amount of our
liabilities and other obligations, each stockholder may be liable to our creditors for the amount
of liquidating distributions received by such stockholder under the Plan of Dissolution, which
could also have adverse tax consequences.
  Final liquidating distributions to our stockholders could be delayed or reduced or may never be
made.
  
 
 
 
 
  4




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We may not be able to settle all of our obligations to creditors.
   We have no control over the development and commercialization of XERECEPT®, which we have sold to
Celtic Pharma, and as a result, we are dependent upon Celtic Pharma to obtain any value from this
product candidate.
  The approval of XERECEPT®, the only investigational drug in which we retain any interest, by the
FDA or other regulatory authorities is uncertain and will involve the commitment of substantial
time and resources.
  ®
   5




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Even if XERECEPT® is approved for commercialization, it may not be successfully commercialized or
generate meaningful product revenues for us.
  Celtic Pharma may not be successful in selling its rights to XERECEPT.
  Risks Related to Our Financial Condition
 The auction rate security we hold in our portfolio trades infrequently, its value has been
estimated, and we may have to sell it at a loss .
 
 Risks Related to Our Common Stock
 Our common stock stopped trading on the Nasdaq Capital Market on December 17, 2009, and we closed
our stock transfer books as of this date, each of which will make it difficult for stockholders to
trade their shares.
  The market price of our common stock has been, and is likely to continue to be, highly volatile.
   6




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##### Table of Contents



FORWARD-LOOKING STATEMENTS
 
 
    
    the development and commercialization or sale of XERECEPT by Celtic Pharma;
    
    projections of expenditures and liabilities, as well as of cash or
other assets available for distribution to stockholders;
    
    our ability to successfully liquidate our remaining ARS and other
assets of the Company for distribution to the stockholders; and
    
    any statements regarding future cash levels, future costs and/or net assets in liquidation.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. (REMOVED AND RESERVED)
 
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
  Fiscal Year 2010
    
    High
    
    
    LowFourth Quarter
    
    $
    0.09
    
    
    $
    0.07Third Quarter
    
    $
    0.15
    
    
    $
    0.07Second
Quarter (December 17  31, 2009) on Pink Sheets
    
    $
    0.14
    
    
    $
    0.05Second Quarter (October 1  December 16, 2009) on Nasdaq
Capital Market
    
    $
    0.97
    
    
    $
    0.11First Quarter
    
    $
    1.05
    
    
    $
    0.62
  7




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Fiscal Year 2009
    
    High
    
    
    LowFourth Quarter
    
    $
    0.94
    
    
    $
    0.65Third Quarter
    
    $
    0.72
    
    
    $
    0.30Second Quarter
    
    $
    0.97
    
    
    $
    0.19First Quarter
    
    $
    1.67
    
    
    $
    0.57
  
 ITEM 6. SELECTED FINANCIAL DATA
  
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 OVERVIEW
  Liquidation Basis of Accounting
 ®
  8




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Critical Accounting Policies
  Liquidation Accounting and Estimates Involved in Determining Accrued Liquidation Expenses
  ®
 Estimates Involved in Determining Fair Value of Investments
  Revenue recognition
     9




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Recent Accounting Pronouncements
  CHANGES IN ESTIMATED NET REALIZABLE VALUE OF ASSETS AND LIABILITIES
 ®
  RESULTS OF OPERATIONS
  Revenues
   Research and Development Expenses
   10




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General and Administrative Expenses
  Impairment Charge for Property and Equipment
  Interest Income
  Realized Gain on Sale of Long-term Investments
  Impairment charge for decrease in fair value of investments
  Interest Expense
  Non-cash gain (loss) on change in fair value of warrants
   11




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##### Table of Contents



Provision for income taxes
 
 LIQUIDITY AND CAPITAL RESOURCES
    Off-Balance
Sheet Arrangements
  Contractual Obligations
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   12




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    
    14Audited Financial StatementsConsolidated Statement of Net Assets (Liquidation Basis) as of June 30, 2010
    
    
    15Consolidated Statement of Changes in Net Assets (Liquidation Basis) from December 18, 2009 to June 30, 2010
    
    
    16Consolidated Balance Sheet (Going Concern Basis) as of June 30, 2009
    
    
    17Consolidated Statements of Operations (Going Concern Basis) for the 170-Day Period ended December 17, 2009 and for the years ended June 30, 2009 and 2008
    
    
    18Consolidated Statements of Stockholders Equity (Deficit) (Going Concern Basis) for the 170-Day Period ended December 17, 2009 and for the years ended June 30, 2009 and 2008
    
    
    19Consolidated Statements of Cash Flows (Going Concern Basis) for the 170-Day Period ended December 17, 2009 and for the years ended June 30, 2009 and 2008
    
    
    20Notes to Consolidated Financial Statements
    
    
    21
   13




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Report of Independent Registered Public Accounting Firm
 
      
  14




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NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENT OF NET ASSETS (LIQUIDATION BASIS)
 (in thousands)
 June 30, 2010ASSETSCash and cash equivalents
    
    $
    1,842Short-term investments
    
    
    738Total assets
    
    
    2,580LIABILITIES AND NET ASSETSAccounts payable
    
    
    5Accrued employee severance
    
    
    68Reserve for estimated costs during the liquidation period
    
    
    967Total liabilities
    
    
    1,040Net assets in liquidation available to common stockholders
    
    $
    1,540
 See accompanying notes.
  15




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NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS (LIQUIDATION BASIS)
 (in thousands)
 December 18, 2009toJune 30, 2010Stockholders equity as of December 17, 2009
    
    $
    3,322Effects of adopting the liquidation basis of accounting:Initial adjustment of assets to estimated net realizable value
    
    
    (521
    )Initial adjustment of liabilities to estimated settlement amounts
    
    
    (1,500
    )Net assets on liquidation basis as of December 18, 2009
    
    
    1,301Changes in estimated net realizable value of assets and liabilitiesReduction in estimated settlement amount of liabilities
    
    
    186Reduction in income taxes payable
    
    
    53Net assets on liquidation basis available to common stockholders as
of June 30, 2010
    
    $
    1,540
 See accompanying notes.
  16




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NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 CONSOLIDATED BALANCE SHEET

(GOING CONCERN BASIS)
 (in thousands, except per share amounts)
 June 30, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    8,230Short-term investments
    
    
    15,819Accounts receivable
    
    
    184Prepaid expenses and other current assets
    
    
    305Total current assets
    
    
    24,538Deposits
    
    
    52Property and equipment, net
    
    
    70Total assets
    
    $
    24,660LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    21Accrued professional expenses
    
    
    493Other accrued liabilities
    
    
    306Warrant liability
    
    
    295Total liabilities
    
    
    1,115Commitments and contingenciesStockholders equity:Preferred stock, $0.001 par value, 5,000
shares authorized; 3,000 authorized
shares designated as Series A
convertible preferred stock, 2,332
shares issued, 494 shares outstanding,
with aggregate liquidation preference of
$247
    
    
    247Common stock, $0.001 par value, 50,000
shares authorized, 26,930 shares issued
and outstanding
    
    
    27Additional paid-in capital
    
    
    145,739Accumulated deficit
    
    
    (122,468
    )Total stockholders equity
    
    
    23,545Total liabilities and stockholders equity
    
    $
    24,660
 See accompanying notes.
  17




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NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS

 (GOING CONCERN BASIS)
 (in thousands, except per share amounts)
 170-Day PeriodEndedDecember 17,
    
    
    Fiscal Year Ended June 30,2009
    
    
    2009
    
    
    2008REVENUES:Royalty
    
    $
    6,019
    
    
    $
    7,065
    
    
    $
    8,253Technology sale and collaboration services
    
    
    7
    
    
    
    19,285
    
    
    
    6,507Total revenues
    
    
    6,026
    
    
    
    26,350
    
    
    
    14,760EXPENSES:Research and development
    
    
    
    
    
    
    17,584
    
    
    
    24,581General and administrative
    
    
    1,541
    
    
    
    5,082
    
    
    
    6,876Loss on impairment of property and equipment
    
    
    34
    
    
    
    193
    
    
    
    Total expenses
    
    
    1,575
    
    
    
    22,859
    
    
    
    31,457Operating income (loss)
    
    
    4,451
    
    
    
    3,491
    
    
    
    (16,697
    )Interest income
    
    
    44
    
    
    
    748
    
    
    
    1,254Realized gain on sale of long-term investments
    
    
    206
    
    
    
    152
    
    
    
    Impairment charge for decrease in fair value of investments
    
    
    
    
    
    
    (1,013
    )
    
    
    (1,778
    )Interest expense, including non-cash amortization of $2,336
discount on notes in 2008
    
    
    
    
    
    
    
    
    
    
    (2,479
    )Non-cash gain (loss) on change in fair value of warrants
    
    
    295
    
    
    
    (255
    )
    
    
    3,378Income (loss) before provision for income taxes
    
    
    4,996
    
    
    
    3,123
    
    
    
    (16,322
    )(Provision) for income taxes
    
    
    (53
    )
    
    
    
    
    
    
    Net income (loss)
    
    $
    4,943
    
    
    $
    3,123
    
    
    $
    (16,322
    )Basic and diluted net income (loss) per share
    
    $
    0.18
    
    
    $
    0.12
    
    
    $
    (0.84
    )Shares used in basic net income (loss) per share calculation
    
    
    26,955
    
    
    
    26,926
    
    
    
    19,437Shares used in diluted net income (loss) per share calculation
    
    
    26,969
    
    
    
    26,946
    
    
    
    19,437
 See accompanying notes.
  18




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NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
 (GOING CONCERN BASIS)
 (in thousands, except per share amounts)
 Convertible
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated
    
    
    TotalSeries A
    
    
    
    
    
    
    
    
    
    
    Additional
    
    
    
    
    
    
    Other
    
    
    StockholdersPreferred Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Accumulated
    
    
    Comprehensive
    
    
    EquityShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Deficit
    
    
    Income (Loss)
    
    
    (Deficit)Balances at June 30, 2007
    
    
    494
    
    
    $
    247
    
    
    
    4,691
    
    
    $
    5
    
    
    $
    86,930
    
    
    $
    (109,269
    )
    
    $
    (6
    )
    
    $
    (22,093
    )Issuance of common stock under
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    42Issuance of common stock at deemed
price of $5.95 per share in bridge
financing transaction, net of
issuance costs
    
    
    
    
    
    
    
    
    
    
    393
    
    
    
    
    
    
    
    2,326
    
    
    
    
    
    
    
    
    
    
    
    2,326Issuance of common stock at $2.75
per share in public offering, net
of issuance costs
    
    
    
    
    
    
    
    
    
    
    21,818
    
    
    
    22
    
    
    
    54,809
    
    
    
    
    
    
    
    
    
    
    
    54,831Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,006
    
    
    
    
    
    
    
    
    
    
    
    1,006Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,322
    )
    
    
    
    
    
    
    (16,322
    )Unrealized gain on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    496
    
    
    
    496Total comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,826
    )Balances at June 30, 2008
    
    
    494
    
    
    
    247
    
    
    
    26,924
    
    
    
    27
    
    
    
    145,113
    
    
    
    (125,591
    )
    
    
    490
    
    
    
    20,286Issuance of common stock under
employee stock purchase plan
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    625
    
    
    
    
    
    
    
    
    
    
    
    625Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,123
    
    
    
    
    
    
    
    3,123Unrealized loss on securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (490
    )
    
    
    (490
    )Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,633Balances at June 30, 2009
    
    
    494
    
    
    
    247
    
    
    
    26,930
    
    
    
    27
    
    
    
    145,739
    
    
    
    (122,468
    )
    
    
    
    
    
    
    23,545Issuance of common stock upon
exercise of stock options
    
    
    
    
    
    
    
    
    
    
    90
    
    
    
    
    
    
    
    59
    
    
    
    
    
    
    
    
    
    
    
    59Redemption of Convertible Series A
Preferred Stock
    
    
    (494
    )
    
    
    (247
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (247
    )Payment of extraordinary dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,128
    )
    
    
    
    
    
    
    
    
    
    
    (25,128
    )Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150
    
    
    
    
    
    
    
    
    
    
    
    150Net income / comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,943
    
    
    
    
    
    
    
    4,943Balances at December 17, 2009
    
    
    
    
    
    $
    
    
    
    
    27,020
    
    
    $
    27
    
    
    $
    120,820
    
    
    $
    (117,525
    )
    
    $
    
    
    
    $
    3,322
 See accompanying notes.
  19




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NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (GOING CONCERN BASIS)
 (in thousands)
 170-Day PeriodEndedDecember 17,
    
    
    Fiscal Year Ended June 30,2009
    
    
    2009
    
    
    2008OPERATING ACTIVITIESNet income (loss)
    
    $
    4,943
    
    
    $
    3,123
    
    
    $
    (16,322
    )Adjustments to reconcile net income (loss) to net cash
used in operating activities:Depreciation and amortization
    
    
    8
    
    
    
    132
    
    
    
    205Stock-based compensation expense
    
    
    150
    
    
    
    625
    
    
    
    1,006Gain on sale of investments
    
    
    (206
    )
    
    
    (152
    )
    
    
    Loss on impairment of investments
    
    
    
    
    
    
    1,013
    
    
    
    1,778Loss on impairment of property and equipment
    
    
    34
    
    
    
    193
    
    
    
    Amortization of note discount
    
    
    
    
    
    
    
    
    
    
    2,336Non-cash loss (gain) on change in fair value of warrants
    
    
    (295
    )
    
    
    255
    
    
    
    (3,378
    )Changes in assets and liabilities:Accounts receivable
    
    
    (126
    )
    
    
    415
    
    
    
    (169
    )Prepaid expenses and other current assets
    
    
    (135
    )
    
    
    8
    
    
    
    582Accounts payable and accrued expenses
    
    
    353
    
    
    
    (3,249
    )
    
    
    (1,235
    )Income taxes payable
    
    
    53
    
    
    
    
    
    
    
    Deferred revenue
    
    
    
    
    
    
    (18,792
    )
    
    
    (5,500
    )Net cash provided by (used in) operating activities
    
    
    4,779
    
    
    
    (16,429
    )
    
    
    (20,697
    )INVESTING ACTIVITIESPurchase of investments
    
    
    (11,088
    )
    
    
    (42,078
    )
    
    
    (22,918
    )Sales and maturities of investments
    
    
    26,270
    
    
    
    38,797
    
    
    
    11,166Purchases of property and equipment
    
    
    
    
    
    
    (2
    )
    
    
    (11
    )Net cash provided by (used in) investing activities
    
    
    15,182
    
    
    
    (3,283
    )
    
    
    (11,763
    )FINANCING ACTIVITIESProceeds from stock options and employee stock purchase
    
    
    59
    
    
    
    1
    
    
    
    42Redemption of Series A Preferred Stock
    
    
    (247
    )
    
    
    
    
    
    
    Payment of extraordinary dividends
    
    
    (25,128
    )
    
    
    
    
    
    
    Issuance of common stock and warrants, net of issuance costs
    
    
    
    
    
    
    
    
    
    
    54,831Issuance of common stock and notes in bridge financing
transaction, net of issuance costs
    
    
    
    
    
    
    
    
    
    
    5,990Repayment of notes issued in bridge financing transaction
    
    
    
    
    
    
    
    
    
    
    (6,000
    )Net cash (used in) provided by financing activities
    
    
    (25,316
    )
    
    
    1
    
    
    
    54,863Increase (decrease) in cash and cash equivalents
    
    
    (5,355
    )
    
    
    (19,711
    )
    
    
    22,403Cash and cash equivalents at beginning of period
    
    
    8,230
    
    
    
    27,941
    
    
    
    5,538Cash and cash equivalents at end of period
    
    $
    2,875
    
    
    $
    8,230
    
    
    $
    27,941SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for interest expense
    
    $
    
    
    
    $
    
    
    
    $
    143Cash paid for income taxes
    
    $
    
    
    
    $
    
    
    
    $
    
 See accompanying notes.
  20




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##### Table of Contents



NEUROBIOLOGICAL TECHNOLOGIES, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (tabular amounts in thousands, except per share amounts, percentages and years)
 Note 1. Description of Business and Summary of Significant Accounting Policies
 Business Description and Basis of Presentation
  Liquidation Basis of Accounting
 ®
   Initial Adjustment to Reduce Assets to Estimated Net Realizable Value
    
    AmountWrite-down of prepaid and other current assets
    
    $
    493Write-down of property and equipment
    
    
    28$
    521
   21




---



##### Table of Contents



Accrued Costs of Liquidation
    
    AmountOutside services and wind-down expenses
    
    $
    1,213Contractual commitments
    
    
    287$
    1,500
  Use of Estimates
  Cash Equivalents and Investments
  Concentration of Credit and Other Risks and Uncertainties
  Fair Value of Financial Instruments
  Property and Equipment
   22




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##### Table of Contents



Impairment of Long-Lived Assets
  Warrants Issued in Connection with Equity Financings
  Revenue Recognition
    Research and Development Expenses
  Stock-Based Compensation
  Comprehensive Income (Loss)
  Operating Leases
   23




---



##### Table of Contents



Net Income (Loss) per Share
  Income Taxes
  Recent Accounting Pronouncements
  Note 2. Investments
  June 30,2010
    
    
    2009Fair
    
    
    
    
    
    
    FairCost
    
    
    Value
    
    
    Cost
    
    
    ValueType of security and termU.S government and agency obligationsMaturing within one year
    
    $
    150
    
    
    $
    150
    
    
    $
    10,292
    
    
    $
    10,292Auction rate securities (ARS)Maturing in December 2031
    
    
    575
    *
    
    
    588
    
    
    
    5,527
    *
    
    
    5,527Total investments
    
    $
    725
    
    
    $
    738
    
    
    $
    15,819
    
    
    $
    15,819
 *
    
    Cost represents purchase price less impairment charge of $125,000 and $1,973,000 on
securities still held at June 30, 2010 and 2009, respectively.    24




---



##### Table of Contents



3. Fair Value of Financial Instruments
  CarryingValue as of
    
    
    Fair Value Measurements at June 30, 2010June 30,
    
    
    Using Inputs from2010
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash and cash equivalents
    
    $
    1,842
    
    
    $
    1,342
    
    
    $
    500
    
    
    $
    U.S government and agency obligations
    
    
    150
    
    
    
    
    
    
    
    150
    
    
    
    Auction rate securities
    
    
    588
    
    
    
    
    
    
    
    
    
    
    
    588Total
    
    $
    2,580
    
    
    $
    1,342
    
    
    $
    650
    
    
    $
    588
 CarryingValue as of
    
    
    Fair Value Measurements at June 30, 2009June 30,
    
    
    Using Inputs from2009
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash and cash equivalents
    
    $
    8,230
    
    
    $
    8,230
    
    
    $
    
    
    
    $
    U.S government and agency obligations
    
    
    10,292
    
    
    
    
    
    
    
    10,292
    
    
    
    Auction rate securities
    
    
    5,527
    
    
    
    
    
    
    
    
    
    
    
    5,527Total
    
    $
    24,049
    
    
    $
    8,230
    
    
    $
    10,292
    
    
    $
    5,527
    Balance at June 30, 2008
    
    $
    11,850Unrealized losses included in other comprehensive loss
    
    
    Sales of securities
    
    
    (5,310
    )Impairment charge recognized in net loss
    
    
    (1,013
    )Balance at June 30, 2009
    
    $
    5,527
  25




---



##### Table of Contents



Balance at June 30, 2009
    
    $
    5,527Unrealized gains included in other comprehensive income
    
    
    Sales of securities
    
    
    (4,685
    )Transfer to Level 2 assets
    
    
    Balance at December 17, 2009
    
    $
    842
  Balance at December 18, 2009
    
    $
    842Unrealized gains
    
    
    Sales of securities
    
    
    (254
    )Transfer to Level 2 assets
    
    
    Balance at June 30, 2010
    
    $
    588
  Note 4. Property and Equipment, Net
  June 30,2010
    
    
    2009Manufacturing equipment
    
    $
    
    
    
    $
    Furniture, fixtures and leasehold improvements
    
    
    
    
    
    
    274Machinery and equipment
    
    
    
    
    
    
    193
    
    
    
    467Less accumulated depreciation and amortization
    
    
    (
    )
    
    
    (397
    )$
    
    
    
    $
    70
  Note 5. Warrant Liability
  December 17, 2009
    
    
    June 30, 2009Per-share exercise price of warrants
    
    $
    16.80
    
    
    $
    16.80Market price of common stock
    
    $
    0.11
    
    
    $
    0.68Volatility of common stock
    
    
    1.00
    
    
    
    2.96Term of warrants (in years)
    
    
    2.25
    
    
    
    2.75Risk-free interest rate
    
    
    1.25
    %
    
    
    1.25
    %Dividend rate
    
    
    
    
    
    
    Per-share value of warrants based on above inputs
    
    $
    
    
    
    $
    0.64
   26




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##### Table of Contents



Note 6. Commitments and Contingencies
      Note 7. Stockholders Equity
 Series A Convertible Preferred Stock
  Common Stock Transactions
    27




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##### Table of Contents



Securities Convertible into Common Stock
  Note 8. Stock-based compensation
     Period ended
    
    4 year vesting
    
    
    4 year vesting
    
    
    3 year vesting
    
    
    1 year vestingDecember 17, 2009:
    
    7 year term
    
    
    10 year term
    
    
    7 year term
    
    
    10 year termNo stock options granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Fiscal Year endedJune 30, 2009:Expected volatility
    
    
    
    
    
    
    0.67
    
    
    
    
    
    
    
    0.80Expected term (in years)
    
    
    
    
    
    
    6.25
    
    
    
    
    
    
    
    5.50Risk-free interest rate
    
    
    
    
    
    
    2.8
    %
    
    
    
    
    
    
    2.6
    %
 Fiscal Year endedJune 30, 2008:Expected volatility
    
    
    0.75
    
    
    
    0.90
    
    
    
    0.80
    
    
    
    0.82Expected term (in years)
    
    
    4.75
    
    
    
    6.25
    
    
    
    4.50
    
    
    
    5.75Risk-free interest rate
    
    
    3.4
    %
    
    
    2.9
    %
    
    
    4.7
    %
    
    
    3.5
    %
  170-Day PeriodEndedDecember 17,
    
    
    Fiscal Year Ended June 30,2009
    
    
    2009
    
    
    2008Research and development
    
    $
    
    
    
    $
    252
    
    
    $
    283General and administrative
    
    
    150
    
    
    
    373
    
    
    
    723$
    150
    
    
    $
    625
    
    
    $
    1,006
  28




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##### Table of Contents



Options OutstandingWeightedOptions Available
    
    
    
    
    
    
    Average Exercisefor Future Grant
    
    
    Number of Shares
    
    
    PriceBalance at June 30, 2007
    
    
    107
    
    
    
    426
    
    
    $
    21.84Options authorized
    
    
    3,200
    
    
    
    Options granted
    
    
    (1,417
    )
    
    
    1,417
    
    
    $
    2.36Options granted outside of plan
    
    
    
    
    
    
    150
    
    
    $
    2.47Options canceled and expired
    
    
    36
    
    
    
    (84
    )
    
    $
    18.39Options exercised
    
    
    
    
    
    
    
    
    
    
    Balance at June 30, 2008
    
    
    1,926
    
    
    
    1,909
    
    
    $
    6.04Options granted
    
    
    (201
    )
    
    
    201
    
    
    $
    0.90Options canceled and expired
    
    
    1,197
    
    
    
    (1,273
    )
    
    $
    4.66Options exercised
    
    
    
    
    
    
    
    
    
    
    Balance at June 30, 2009
    
    
    2,922
    
    
    
    837
    
    
    $
    6.91Options granted
    
    
    
    
    
    
    
    
    
    
    Options canceled and expired
    
    
    (2,922
    )
    
    
    (747
    )
    
    $
    7.66Options exercised
    
    
    
    
    
    
    (90
    )
    
    $
    0.65Balance at December 17, 2009
    
    
    
    
    
    
    
    
    
    
    
  Note 9. Impairment Charge
  Note 10. Collaboration Agreements
    29




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##### Table of Contents



Note 11. Income Taxes
  
 
     June 30,2010
    
    
    2009Deferred tax assets:Net operating losses
    
    $
    21,318
    
    
    $
    21,155Accrued liabilities
    
    
    217
    
    
    
    1,193Stock compensation
    
    
    417
    
    
    
    353Research and other credits
    
    
    56
    
    
    
    94Other
    
    
    26
    
    
    
    22Total deferred tax assets
    
    
    22,034
    
    
    
    22,817Valuation allowance
    
    
    (22,034
    )
    
    
    (22,817
    )Net deferred tax assets
    
    $
    
    
    
    $
    
  30




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##### Table of Contents



170 DayPeriodEndedDecember 17,
    
    
    Fiscal Year ended June 30,2009
    
    
    2009
    
    
    2008Tax expense (benefit) at federal statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    (35.0
    )%Effect of:State tax expense (benefit), net
    
    
    5.5
    
    
    
    5.0
    
    
    
    (5.3
    )Utilization of capital loss carryforwards
    
    
    (25.6
    )
    
    
    
    
    
    
    Share-based compensation expenses
    
    
    
    
    
    
    
    
    
    
    1.9Warrant loss (gain)
    
    
    2.6
    
    
    
    2.9
    
    
    
    (7.2
    )Reduction in valuation allowance
    
    
    (12.3
    )
    
    
    (59.7
    )
    
    
    Research and development tax credits
    
    
    (4.3
    )
    
    
    16.8
    
    
    
    Impact of alternative minimum tax
    
    
    0.2
    
    
    
    
    
    
    
    Losses not benefited
    
    
    
    
    
    
    
    
    
    
    45.6Total provision for income taxes
    
    
    1.1
    %
    
    
    
    %
    
    
    
    %
 Accounting for Uncertainty in Taxes
 Balance at July 1, 2008
    
    $
    660Increase (decrease) for current period tax positions
    
    
    Balance at
June 30, 2009
    
    
    660Increase (decrease) for current period tax positions
    
    
    Balance at
June 30, 2010
    
    $
    660
  31




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##### Table of Contents



Note 12. 401(k) Savings Plan
  
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
 Internal Controls  Integrated Framework Internal Control Over Financial Reporting  Guidance for Smaller Public Companies
    32




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##### Table of Contents



Internal Controls  Integrated Framework
  
 ITEM 9B. OTHER INFORMATION
 Form 8-K
 
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Nominee or Directors Name and YearFirst Became a Director
    
    Age
    
    Position(s) with the CompanyWilliam A. Fletcher (2007)
    
    
    63
    
    
    DirectorMatthew M. Loar (2009)
    
    
    47
    
    
    Acting Chief Executive and Financial OfficerJohn B. Stuppin (1988)
    
    
    77
    
    
    Director
 William A. Fletcher
 Matthew M. Loar
 John B. Stuppin
  33




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##### Table of Contents



Board Committees
  
    
    Audit Committee,which oversaw the accounting and financial reporting processes of
the Company and audits of our financial statements,
 
    
    Compensation Committee,which assisted the Board of Directors with respect to
compensation for our executive officers and independent directors, and administered
our equity-based compensation plans, and
 
    
    Nominating and Corporate Governance Committee,which had the responsibility to
identify, evaluate and recommend individuals for election as directors at each annual
or special meeting of the stockholders, oversee the evaluation of the Boards
performance, develop and recommend to the Board of Directors corporate governance
guidelines, and provide oversight with respect to corporate governance and ethical
conduct.
  EXECUTIVE OFFICERS
  Code of Business Conduct and Ethics
 Code of Conduct
 Corporate Governance Guidelines
 Guidelines
 SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
  
 ITEM 11. EXECUTIVE COMPENSATION
 Summary Compensation Table
  Non-EquityFiscal
    
    
    
    
    
    
    Incentive Plan
    
    
    Option
    
    
    All OtherName and Principal Position(s)
    
    Year
    
    
    Salary
    
    

Compensation (1)
    
    

Awards (2)
    
    

Compensation (3)
    
    
    TotalMatthew M. Loar (4)
    
    
    2010
    
    
    
    88,473
    
    
    
    77,000
    
    
    
    
    
    
    
    180,300
    
    
    
    345,773Acting Chief Executive
    
    
    2009
    
    
    
    279,167
    
    
    
    56,000
    
    
    
    
    
    
    
    
    
    
    
    335,167and Financial Officer
    
    
    2008
    
    
    
    68,750
    
    
    
    17,188
    
    
    
    423,540
    
    
    
    25,000
    
    
    
    534,478(starting February 12,
2010), Formerly Vice
President and Chief
Financial Officer
(through December 17,
2009)William A. Fletcher (5)
    
    
    2010
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    118,975
    
    
    
    153,975Former Acting Chief
    
    
    2009
    
    
    
    
    
    
    
    
    
    
    
    6,591
    
    
    
    165,000
    
    
    
    171,591Executive Officer
(through December 17,
2009)
  34




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##### Table of Contents



(1)
    
    Non-equity incentive payments for the fiscal year ended
June 30, 2010 included $35,000 awarded by our Board of
Directors to each of Mr. Loar and Mr. Fletcher for their
services in connection with the winding down of the
business and operations of the Company and preparing for
its liquidation, and $42,000 to Mr. Loar under an employee
retention plan. Non-equity incentive payments for the
fiscal year ended June 30, 2009 were paid to Mr. Loar under
an employee retention plan. The Company awarded non-equity
incentive plan amounts related to fiscal 2008 performance
in September 2008.(2)
    
    Option Award amounts reflect the aggregate grant date fair
value of stock options using the Black-Scholes option
pricing model for option awards granted during the
respective fiscal year, computed in accordance with ASC
718, Compensation-Stock Compensation, excluding the effect of
estimated forfeitures. No stock option or
other equity awards were granted during the fiscal year
ended June 30, 2010. The values of the option awards for
the fiscal year ended June 30, 2009 for Mr. Fletcher and
for the fiscal year ended June 30, 2008 for Mr. Loar have
been revised from our previous proxy disclosures to reflect
their grant date fair value in accordance with revised SEC
disclosure requirements that have been implemented since the previous
filings were made. Stock options were granted with an exercise
price equal to the fair value of the stock on the grant
date, or $0.65 for Mr. Fletchers fiscal 2009 award and
$2.47 for Mr. Loars fiscal 2008 award. For the purposes of
establishing the values of the stock options on the grant
date, the stock option pricing model assumed a dividend
yield of zero, risk-free interest rates of 2.6% to 4.7%,
volatility factors of 67% to 90%, and an expected life of
the options of 43/4 to 61/4 years.(3)
    
    All other compensation for Mr. Loar during the fiscal year
ended June 30, 2010 represents six months of severance pay,
which aggregated $140,000, consulting fees of $30,300 and
Board of Director fees of $10,000. For the year ended June
30, 2008, the amount represents a bonus paid upon his
commencement of employment.All other compensation for Mr. Fletcher represents fees
earned as member of our Board of Directors and for board
committee service, including fees of $25,000 per month for
service as Acting Chief Executive Officer from January 30,
2009 through August 31, 2009, and $12,500 per month from
September 1, 2009 through December 17, 2009, in addition to
his regular board fees of $7,500 per quarter through
December 17, 2009. After December 17, 2009, board fees were
reduced to $5,000 per quarter. Mr. Fletcher also received a
fee of $10,000 in January 2009 related to his service as a
member of a special committee established by the Board of
Directors to assist management with selected strategic and
operational issues while the position of Chief Executive
Officer remained vacant.(4)
    
    Mr. Loar was designated Acting Chief Executive and
Financial Officer on February 12, 2010, and serves in that
capacity as part-time consultant to the Company. He served
as Vice President and Chief Financial officer from April 1,
2008 to December 17, 2009.(5)
    
    Mr. Fletcher served as Acting Chief Executive Officer from
January 30, 2009 to December 17, 2009. He served in that
capacity as part-time consultant to the Company. Outstanding Equity Awards at Fiscal Year-End
  Option Exercises
  Option AwardsNumber of SharesAcquired on
    
    
    Value RealizedName
    
    Exercise
    
    

on Exercise (1)William A. Fletcher
    
    
    15,000
    
    
    $
    3,900Abraham E. Cohen
    
    
    15,000
    
    
    
    4,500Theodore L. Eliot, Jr.
    
    
    15,000
    
    
    
    3,900F. Van Kasper
    
    
    15,000
    
    
    
    3,900Abraham D. Sofaer
    
    
    15,000
    
    
    
    3,900John B. Stuppin
    
    
    15,000
    
    
    
    3,900
 (1)
    
    Value realized on exercise represents the difference
between the closing stock market price of NTI common stock
on the date of exercise and the stock option exercise
price. All stock options exercised during the fiscal year
ended June 30, 2010 had an exercise price of $0.65 per
share. Mr. Cohen exercised his options on November 6, 2009
when the closing stock price was $0.95 per share. All other
stock option exercises occurred on October 27, 2009, when
the closing stock market price was $0.91 per share.  35




---



##### Table of Contents



Pension Benefits
  Nonqualified Deferred Compensation
  Potential Payments upon Termination or Change in Control
  Director Compensation
        Fees Earned orName
    
    Paid in Cash
    
    

Option Awards (1)
    
    
    TotalAbraham E. Cohen
    
    $
    18,478
    
    
    
    
    
    
    $
    18,478Theodore L. Eliot, Jr.
    
    
    13,859
    
    
    
    
    
    
    
    13,859F. Van Kasper
    
    
    16,168
    
    
    
    
    
    
    
    16,168Abraham D. Sofaer
    
    
    13,859
    
    
    
    
    
    
    
    13,859John B. Stuppin
    
    
    28,120
    
    
    
    
    
    
    
    28,120
 
 (1)
    
    No option awards were granted to our directors during the
fiscal year ended June 20, 2010. All outstanding and
unexercised options were terminated on December 17, 2009
upon the filing of the Certificate of Dissolution. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  
    
    each of our directors;
    
    each of our named executive officers as defined under the Executive Compensation caption below;
    
    all of our current directors and executive officers as a group; and
    
    each person or group of affiliated persons known by us to be the
beneficial owner of more than 5% of our common stock.
  36




---



##### Table of Contents



SharesShares of
    
    
    with RightCommon
    
    
    to Acquire
    
    
    Total
    
    
    PercentageStock
    
    
    within 60
    
    
    Beneficial
    
    
    of CommonName and Address
    
    Owned
    
    
    days
    
    
    Ownership
    
    
    StockMAK Capital One (1)
590 Madison Avenue, 9th Floor
New York, NY 10022
    
    
    5,220,057
    
    
    
    72,856
    
    
    
    5,292,913
    
    
    
    19.5
    %Highland Capital Management, L.P. (2)
Two Galleria Tower
13455 Noel Road, Suite 800
Dallas, Texas 75240
    
    
    4,737,479
    
    
    
    
    
    
    
    4,737,479
    
    
    
    17.5
    %Firefly Value Partners, LP (3)
551 Fifth Avenue, 36th Floor
New York, NY 10176
    
    
    4,613,222
    
    
    
    
    
    
    
    4,613,222
    
    
    
    17.1
    %Millennium Technology Ventures (4)
747 Third Avenue, 38th Floor 
New York, New York 10017
    
    
    1,969,880
    
    
    
    
    
    
    
    1,969,880
    
    
    
    7.3
    %John B. Stuppin
    
    
    183,876
    
    
    
    
    
    
    
    183,876
    
    
    
    *William A. Fletcher
    
    
    83,600
    
    
    
    
    
    
    
    83,600
    
    
    
    *Matthew M. Loar
    
    
    25,000
    
    
    
    
    
    
    
    25,000
    
    
    
    *All current executive officers and directors as a group
(3 persons)
    
    
    292,476
    
    
    
    
    
    
    
    292,476
    
    
    
    1.1
    %
 
 *
    
    Less than one percent.(1)
    
    Shares of common stock owned are based on information
contained in a Schedule 13G/A filed November 18, 2008 by
MAK Capital One LLC (MAK Capital), Michael A. Kaufman
(Kaufman), MAK Capital Fund LP (MAK Fund), Paloma
International LP (Paloma) and S. Donald Sussman
(Sussman) According to the Schedule 13G/A, (i) MAK
Capital beneficially owned 5,220,057 shares of common
stock; (ii) Kaufman beneficially owned 5,220,057 shares of
common stock; (iii) MAK Fund beneficially owned 3,627,192
shares of common stock; (iv) Paloma beneficially owned
1,592,865 shares of common stock; and (iv) Sussman
beneficially owned 1,592,865 shares of common stock as of
November 14, 2008. MAK Capital, Kaufman and MAK Fund have
shared power to direct the vote and disposition of the
3,627,192 shares of common stock owned by MAK Fund. Paloma,
Sussman, MAK Capital and Kaufman have shared power to
direct the vote and disposition of the 1,592,865 shares of
common stock owned by Paloma. Paloma owns its shares
through a subsidiary, Sunrise Partners Limited Partnership.
Stock holdings were unchanged based on a Schedule 13F filed
May 17, 2010 by MAK Capital.  37




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##### Table of Contents



(2)
    
    Based on information contained in a Schedule 13G/A filed
February 17, 2009 by Highland Capital Management, L.P.
(Highland), Strand Advisors, Inc. (Strand) and James
Dondero (Dondero). According to the Schedule 13G/A, (i)
Highland beneficially owned 4,737,479 shares of common
stock; (ii) Strand beneficially owned 4,737,479 shares of
common stock; and (iii) Dondero beneficially owned
4,737,479 shares of common stock as of December 31, 2008.
Highland Capital principally serves as an investment
adviser and/or manager to other persons; Highland Capital
may be deemed to beneficially own shares owned and/or held
by and/or for the account of and/or benefit of other
persons. Strand serves as the general partner of Highland
Capital; Strand may be deemed to beneficially own shares
owned and/or held by and/or for the account of and/or
benefit of Highland Capital. Dondero is the President and a
director of Strand; Dondero may be deemed to beneficially
own shares owned and/or held by and/or for the account of
and/or benefit of Strand. Stock holdings were unchanged
based on a Schedule 13F filed May 17, 2010 by Highland.(3)
    
    Based on information contained in a Form 4 filed June 9,
2010 by Firefly Value Partners, LP (Firefly). According
to the Form 4, FVP Mater Fund L.P. beneficially owned
2,618,424 shares of common stock and FVP US-Q, LP
beneficially owned 1,994,798 shares of common stock.(4)
    
    Based on information contained in a Schedule 13D filed
January 23, 2009 by Daniel Burstein and Samuel L. Schwerin
on behalf of Millennium Technology Value Partners RCM LP.
According to the Schedule 13D, Daniel Burstein and Samuel
L. Schwerin each beneficially owned 1,969,880 shares of
common stock, including 991,259 shares of common stock
directly owned by Millennium RCM LP and 978,621 shares
owned directly by Millennium LP. 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Director Independence
  Related Party Transaction Review and Approval
     
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 OUM
  38




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##### Table of Contents



Audit Fees
  Year ended June 30,2010
    
    
    2009Audit Fees:Consists of fees billed
or to be billed for
professional services
rendered for the audit
of the Companys
financial statements
for the respective
fiscal years, reviews
of the interim
financial statements
included in the
Companys quarterly
reports and reviews,
consents and comfort
letters relating to
registration
statements.
    
    $
    122,437
    
    
    $
    194,447Tax Fees:Consists of fees billed
for tax planning,
assistance with the
preparation of tax
returns and advice on
other tax-related
matters rendered during
the respective fiscal
years. Fees for fiscal
2009 include analysis
of tax loss limitations
related to historical
ownership changes that
result in limitations
on annual utilization
of tax loss
carryforwards.
    
    
    21,800
    
    
    
    35,050Total All Fees:
    
    $
    144,237
    
    
    $
    229,497
  
 PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 Financial Statements and Schedules:
  Exhibits:
  Exhibit
    
    
    
    Incorporated by ReferenceNo.
    
    Description
    
    Form
    
    Date of Filing
    
    Filed Herewith3.1
    
    
    Amended and Restated Certificate of Incorporation.
    
    S-3
    
    2/25/20053(i).1
    
    
    Certificate of Amendment to Amended and Restated
Certificate of Incorporation.
    
    10-Q
    
    2/10/20063.2
    
    
    Amended and Restated Bylaws of Neurobiological
Technologies, Inc.
    
    8-K
    
    6/20/20074.1
    
    
    Form of Common Stock Certificate.
    
    10-K
    
    9/16/20084.4
    
    
    Form of Common Stock Warrant issued to certain
institutional investors as a component of the
units in a private placement transaction on April
4, 2007.
    
    8-K
    
    4/2/200710.1
    
    
    Form of Indemnity Agreement between the Company
and its directors and officers. *
    
    10-K
    
    9/16/200810.2
    
    
    Office Lease Agreement, dated April 22, 2005, by
and between CA-Emeryville Properties Limited
Partnership and the Company.
    
    10-Q
    
    5/10/200510.3
    
    
    Termination Agreement, dated as of May 4, 2009,
by and between the Company and Nordmark
Arzneimittel GmbH & Co. KG.
    
    10-Q
    
    5/8/200910.4
    
    
    Agreement to Terminate the License and
Cooperation Agreement, effective as of July 31,
2009, with Respect to Neurobiological
Technologies, Inc., by and between Merz
Pharmaceuticals GmbH and the Company.
    
    10-K
    
    8/31/2009
  39




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##### Table of Contents



Exhibit
    
    
    
    Incorporated by ReferenceNo.
    
    Description
    
    Form
    
    Date of Filing
    
    Filed Herewith10.5
    
    
    Termination Agreement to Master Clinical Services
Agreement, effective as of May 29, 2009, by and
between the Company and ICON Clinical Research
Limited
    
    8-K
    
    6/2/200910.6
    
    
    Asset Purchase Agreement, dated September 19,
2005, by and between the Company, Neutron ROW
Ltd. and Neutron Ltd.
    
    10-Q
    
    11/9/200510.7
    
    
    Amendment and Addendum to Collaboration and
Services Agreement, dated June 23, 2009, by and
between Neutron Ltd., Celtic Pharma Development
Services America, Inc. and the Company.
    
    8-K
    
    6/26/200910.8
    
    
    Collaboration and License Agreement, entered into
as of November 29, 2007, by and between Buck
Institute for Age Research and the Company for
the fibroblast growth factor-2. +
    
    10-Q
    
    5/12/200810.9
    
    
    Collaboration and License Agreement, entered into
as of February 29, 2008, by and between Buck
Institute for Age Research and the Company for
the Netrin-1 protein. +
    
    10-Q
    
    5/12/200810.10
    
    
    Termination Agreement to Collaboration and
License Agreements, entered into as of June 12,
2009, by and between Buck Institute for Age
Research and the Company.
    
    8-K
    
    6/15/200910.11
    
    
    Employment Offer Letter, dated March 18, 2008, by
and between the Company and Matthew M. Loar. *
    
    8-K
    
    4/3/200821.1
    
    
    Subsidiary of the Company.
    
    
    
    
    
    x24.1
    
    
    Powers of Attorney. (Contained on Signature Page)
    
    
    
    
    
    x31.1
    
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
    
    
    
    
    
    x32.1
    
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    
    
    
    
    x
 +
    
    Confidential treatment has been granted with respect to portions of
this exhibit pursuant to an application requesting confidential
treatment under Rule 24b-2 of the Exchange Act. A complete copy of
this exhibit, including the redacted terms, has been separately filed
with the Securities and Exchange Commission.*
    
    This exhibit is a management contract or compensatory plan or arrangement.  40




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##### Table of Contents



SIGNATURE
  Neurobiological Technologies, Inc.By:

/s/    Matthew M. LoarDated:  September 28, 2010
    
    Matthew M. LoarActing Chief Executive and Financial Officer POWERS OF ATTORNEY AND SIGNATURES
   Signature
    
    Title
    
    Date/s/ William A. Fletcher

William A. Fletcher
    
    Director
    
    September 28, 2010/s/ Matthew M. Loar

Matthew M. Loar
    
    Acting Chief Executive and Financial Officer
(Principal Executive, Financial and Accounting Officer)
    
    September 28, 2010/s/ JOHN B. STUPPIN

John B. Stuppin
    
    Director
    
    September 28, 2010
  41




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##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    
    
    Incorporated by ReferenceNo.
    
    Description
    
    Form
    
    Date of Filing
    
    Filed Herewith3.1
    
    
    Amended and Restated Certificate of Incorporation.
    
    S-3
    
    2/25/20053(i).1
    
    
    Certificate of Amendment to Amended and Restated
Certificate of Incorporation.
    
    10-Q
    
    2/10/20063.2
    
    
    Amended and Restated Bylaws of Neurobiological
Technologies, Inc.
    
    8-K
    
    6/20/20074.1
    
    
    Form of Common Stock Certificate.
    
    10-K
    
    9/16/20084.4
    
    
    Form of Common Stock Warrant issued to certain
institutional investors as a component of the
units in a private placement transaction on April
4, 2007.
    
    8-K
    
    4/2/200710.1
    
    
    Form of Indemnity Agreement between the Company
and its directors and officers. *
    
    10-K
    
    9/16/200810.2
    
    
    Office Lease Agreement, dated April 22, 2005, by
and between CA-Emeryville Properties Limited
Partnership and the Company.
    
    10-Q
    
    5/10/200510.3
    
    
    Termination Agreement, dated as of May 4, 2009,
by and between the Company and Nordmark
Arzneimittel GmbH & Co. KG.
    
    10-Q
    
    5/8/200910.4
    
    
    Agreement to Terminate the License and
Cooperation Agreement, effective as of July 31,
2009, with Respect to Neurobiological
Technologies, Inc., by and between Merz
Pharmaceuticals GmbH and the Company.
    
    10-K
    
    8/31/200910.5
    
    
    Termination Agreement to Master Clinical Services
Agreement, effective as of May 29, 2009, by and
between the Company and ICON Clinical Research
Limited
    
    8-K
    
    6/2/200910.6
    
    
    Asset Purchase Agreement, dated September 19,
2005, by and between the Company, Neutron ROW
Ltd. and Neutron Ltd.
    
    10-Q
    
    11/9/200510.7
    
    
    Amendment and Addendum to Collaboration and
Services Agreement, dated June 23, 2009, by and
between Neutron Ltd., Celtic Pharma Development
Services America, Inc. and the Company.
    
    8-K
    
    6/26/200910.8
    
    
    Collaboration and License Agreement, entered into
as of November 29, 2007, by and between Buck
Institute for Age Research and the Company for
the fibroblast growth factor-2. +
    
    10-Q
    
    5/12/200810.9
    
    
    Collaboration and License Agreement, entered into
as of February 29, 2008, by and between Buck
Institute for Age Research and the Company for
the Netrin-1 protein. +
    
    10-Q
    
    5/12/200810.10
    
    
    Termination Agreement to Collaboration and
License Agreements, entered into as of June 12,
2009, by and between Buck Institute for Age
Research and the Company.
    
    8-K
    
    6/15/200910.11
    
    
    Employment Offer Letter, dated March 18, 2008, by
and between the Company and Matthew M. Loar. *
    
    8-K
    
    4/3/200821.1
    
    
    Subsidiary of the Company.
    
    
    
    
    
    x24.1
    
    
    Powers of Attorney. (Contained on Signature Page)
    
    
    
    
    
    x31.1
    
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
    
    
    
    
    
    x32.1
    
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    
    
    
    
    x
 +
    
    Confidential treatment has been granted with respect to portions of
this exhibit pursuant to an application requesting confidential
treatment under Rule 24b-2 of the Exchange Act. A complete copy of
this exhibit, including the redacted terms, has been separately filed
with the Securities and Exchange Commission.*
    
    This exhibit is a management contract or compensatory plan or arrangement.  42