2. Indemnification and Right of Contribution.(a) Except as set forth below, the Corporation shall indemnify Indemnitee against Expenses andLiabilities in connection with any Proceeding arising out of acts or omissions of Indemniteeoccurring during Indemnitee’s service as an Agent of the Corporation to the fullest extentpermitted by applicable law or the Certificate of Incorporation of the Corporation in effect on thedate hereof or as such law or Certificate of Incorporation may from time to time be amended (but,in the case of any such amendment, only to the extent such amendment permits the Corporation toprovide broader indemnification rightsthan the law orCertificate of Incorporation permitted the Corporation to providebefore such amendment). Theright to indemnification provided in the Certificate of Incorporation shall be presumed to havebeen relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent andshall be enforceable as a contract right. Without in any way diminishing the scope of theindemnification provided by this Section 2, the Corporation shall indemnify Indemnitee whenever heor she is or was a party or is threatened to be made a party to any Proceeding, including withoutlimitation any such Proceeding brought by or in the right of the Corporation, by reason of the factthat he or she was an Agent or by reason of anything done or not done by Indemnitee in suchcapacity, against Expenses and Liabilities actually and reasonably incurred by Indemnitee or on hisor her behalf in connection with such Proceeding, including the costs of any investigation,defense, settlement or appeal.(b) Notwithstanding the foregoing, no indemnification shall be made with respect to any claim,issue or matter if:(i) indemnification is sought in connection with a claim not brought by or in the rightof the Company and it has been finally adjudicated by a court of competent jurisdictionthat, in connection with such specific claim, issue or matter, Indemnitee failed to act (x)in good faith and (y) in a manner Indemnitee reasonably believed to be in or not opposed tothe best interests of the Company, or, with respect to any criminal Proceeding, Indemniteehad reasonable cause to believe that Indemnitee’s conduct was unlawful.(ii) indemnification is sought in connection with a claim that is brought by or in theright of the Company and:(A) it has been finally adjudicated by a court of competent jurisdiction that,in connection with such specific claim, issue or matter, Indemnitee failed to act(x) in good faith and (y) in a manner Indemnitee reasonably believed to be in or notopposed to the best interests of the Company; or(B) it has been finally adjudicated by a court of competent jurisdiction thatIndemnitee is liable to the Company with respect to such specific claim, Indemniteeshall not be entitled to payment of Expenses and Liabilities hereunder with respectto such claim, issue or matter *unless*the Court of Chancery or another court inwhich such Proceeding was brought shall determine upon application that, despite theadjudication of liability, but in view of all the circumstances of the case,Indemnitee is fairly and reasonably entitled to indemnification for such Expensesand Liabilities which such court shall deem proper; or(C) it has been finally adjudicated by a court of competent jurisdiction thatIndemnitee is liable to the Company for an accounting of profits made from thepurchase or sale by the Indemnitee of securities of the Company pursuant to theprovisions of Section 16(b) of the Securities Exchange Act of 1934, the rules andregulations promulgated thereunder and amendments theretoor similar provisions of any federal, state or local statutory law, Indemniteeshall not be entitled to payment of Expenses and Liabilities hereunder.
 
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In addition to, and not as a limitation of, the foregoing, the rights of indemnification ofIndemnitee provided under this Agreement shall include those rights set forth in Sections 3, 6, 7,8, and 12 below.(c) Indemnitee shall be paid promptly by the Corporation all amounts necessary to effectuatethe foregoing indemnity.(d) To the fullest extent permissible under applicable law, if the indemnification providedfor in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieuof indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether forjudgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or forExpenses and Liabilities, in connection with any claim relating to an indemnifiable event underthis Agreement, in such proportion as is deemed fair and reasonable in light of all of thecircumstances of such Proceeding in order to reflect (i) the relative benefits received by theCompany and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to suchProceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employeesand agents) and Indemnitee in connection with such event(s) and/or transaction(s).3. Advancement of Expenses. All reasonable Expenses incurred by or on behalf ofIndemnitee shall be advanced from time to time by the Corporation to Indemnitee within thirty (30)days after the Corporation’s receipt of a written request for an advance of Expenses, whether priorto or after final disposition of a Proceeding (except to the extent that there has been a FinalAdverse Determination that Indemnitee is not entitled to be indemnified for such Expenses),including without limitation any Proceeding brought by or in the right of the Corporation. Thewritten request for an advancement of any and all Expenses under this paragraph shall containreasonable detail of the Expenses incurred by Indemnitee. If required by law at the time of suchadvance, Indemnitee hereby agrees to repay the amounts advanced if it is ultimately determined thatIndemnitee is not entitled to be indemnified pursuant to the terms of this Agreement.4. Limitations. The foregoing indemnity and advancement of Expenses shall apply onlyto the extent that Indemnitee has not been indemnified and reimbursed pursuant to such insurance asthe Corporation may maintain for Indemnitee’s benefit, or otherwise; provided, however, thatnotwithstanding the availability of such other indemnification and reimbursement, Indemnitee mayclaim indemnification and advancement of Expenses pursuant to this Agreement by assigning to theCorporation, at its request, Indemnitee’s claims under such insurance to the extent Indemnitee hasbeen paid by the Corporation.5. Insurance and Funding. The Corporation may purchase and maintain insurance toprotect itself and/or Indemnitee against any Expenses and Liabilities in connection with anyProceeding to the fullest extent permitted by applicable laws. The Corporation may create a trustfund, grant an interest or use other means (including, without limitation, a letter of credit) toensure the payment of such amounts as may be necessary to effect indemnification oradvancement of Expenses as provided in this Agreement.
 
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6. Procedure for Determination of Entitlement to Indemnification.(a) Whenever Indemnitee believes that he or she is entitled to indemnification pursuant tothis Agreement, Indemnitee shall submit a written request for indemnification to the Corporation.Any request for indemnification shall include sufficient documentation or information reasonablyavailable to Indemnitee for the determination of entitlement to indemnification. In any event,Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed five(5) years after any judgment, order, settlement, dismissal, arbitration award, conviction,acceptance of a plea of nolo contendere or its equivalent, final termination or other dispositionor partial disposition of any Proceeding, whichever is the later date for which Indemnitee requestsindemnification. The President or the Secretary or other appropriate officer shall, promptly uponreceipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing thatIndemnitee has made such request. Determination of Indemnitee’s entitlement to indemnificationshall be made not later than ninety (90) days after the Corporation’s receipt of his or her writtenrequest for such indemnification; provided that any request for indemnification for Liabilities,other than amounts paid in settlement, shall have been made after a determination thereof in aProceeding.(b) Indemnitee shall be entitled to select the forum in which Indemnitee’s request forindemnification will be heard, which selection shall be included in the written request forindemnification required in Section 6(a). The forum shall be any one of the following: (i) The stockholders of the Corporation;  (ii) A quorum of the Board of Directors consisting ofDisinterested Directors;  (iii) Independent Legal Counsel, who shall make thedetermination in a written opinion; or  (iv) A panel of three arbitrators, one selected by theCorporation, another by Indemnitee and the third by the first twoarbitrators selected. If for any reason three arbitrators are not selectedwithin thirty (30) days after the appointment of the first arbitrator, thenselection of additional arbitrators shall be made by the AmericanArbitration Association. If any arbitrator resigns or is unable to serve insuch capacity for any reason, the American Arbitration Association shallselect such arbitrator’s replacement. The arbitration shall be conductedpursuant to the commercial arbitration rules of the American ArbitrationAssociation now in effect.If Indemnitee fails to make such designation, his or her claim shall be determined by anappropriate court of the State of Delaware.
 
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(c) For purposes of this Agreement, the termination of any Proceeding by judgment, order,settlement (whether with or without court approval) shall not create a presumption that Indemniteedid not meet any particular standard of conduct or have any particular belief.7. Fees and Expenses of Independent Legal Counsel. The corporation agrees to pay thereasonable fees and expenses of Independent Legal Counsel or a panel of three arbitrators shouldsuch Counsel or such panel or arbitrators be retained to make a determination of Indemnitee’sentitlement to indemnification pursuant to Section 6 of this Agreement, and to fully indemnify suchCounsel or arbitrators against any and all expenses and losses incurred by any of them arising outof or relating to this Agreement or their engagement pursuant hereto.8. Remedies of Indemnitee.(a) In the event that (i) a determination is made hereunder that Indemnitee is not entitled toindemnification, (ii) advances of Expenses are not made pursuant to this Agreement, (iii) paymenthas not been timely made following a determination of entitlement to indemnification pursuant tothis Agreement, or (iv) Indemnitee otherwise seeks enforcement of this Agreement, Indemnitee shallbe entitled to a final adjudication in an appropriate court of the State of Delaware of his or herrights. The Corporation shall not oppose Indemnitee’s right to seek any such adjudication.(b) In the event that a determination that Indemnitee is not entitled to indemnification, inwhole or in part, has been made pursuant to Section 6 hereof, the decision in the judicialproceeding provided in paragraph (a) of this Section 8 shall be made de novo and Indemnitee shallnot be prejudiced by reason of a determination that he or she is not entitled to indemnification.(c) If a determination that Indemnitee is not entitled to indemnification has been madepursuant to Section 6 hereof or otherwise pursuant to the terms of this Agreement, the Corporationshall be bound by such determination in the absence of (i) a misrepresentation of a material factby Indemnitee or (ii) a specific finding (which has become final) by an appropriate court of theState of Delaware that all or any part of such indemnification is expressly prohibited by law.(d) In any court proceeding pursuant to this Section 8, the Corporation shall be precludedfrom asserting that the procedures and presumptions of this Agreement are not valid, binding andenforceable. The Corporation shall stipulate in any such court that the Corporation is bound by allthe provisions of this Agreement and is precluded from making any assertion to the contrary.(e) Expenses reasonably incurred by Indemnitee in connection with his or her request forindemnification under this Agreement, seeking enforcement of this Agreement or to recover damagesfor breach of this Agreement shall be borne by the Corporation.
 
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9. Modification, Waiver, Termination and Cancellation. No supplement, modification,termination, cancellation or amendment of this Agreement shall be binding unless executed inwriting by both of the parties hereto. No waiver of any of the provisions of this Agreement shallbe deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), norshall such waiver constitute a continuing waiver.10. Subrogation. In the event of payment under this Agreement, the Corporation shallbe subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, whoshall execute all papers required and shall do everything that may be necessary to secure suchrights, including the execution of such documents necessary to enable the Corporation effectivelyto bring suit to enforce such rights.11. Notice to Indemnitee and Defense of Claim. Indemnitee shall promptly notify theCorporation in writing upon being served with any summons, citation, subpoena, complaint,indictment, information or other document relating to any matter, whether civil, criminal,administrative or investigative, but the omission so to notify the Corporation will not relieve itfrom any liability which it may have to Indemnitee if such omission does not prejudice theCorporation’s rights. If such omission does prejudice the Corporation’s rights, the Corporationwill be relieved from liability only to the extent of such prejudice; nor will such omissionrelieve the Corporation from any liability which it may have to Indemnitee otherwise than underthis Agreement. With respect to any Proceeding as to which Indemnitee notifies the Corporation ofthe commencement thereof:(a) The Corporation will be entitled to participate therein at its own expense; and(b) The Corporation jointly with any other indemnifying party similarly notified will beentitled to assume the defense thereof, with counsel reasonably satisfactory to indemnitee;provided, however, that the Corporation shall not be entitled to assume the defense of anyProceeding if Indemnitee shall have reasonably concluded that there may be a conflict of interestbetween the Corporation and Indemnitee with respect to such Proceeding. After notice from theCorporation to Indemnitee of its election to assume the defense thereof, the Corporation will notbe liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemniteein connection with the defense thereof, other than reasonable costs of investigation or asotherwise provided below. Indemnitee shall have the right to employ his or her own counsel in suchProceeding but the fees and expenses of such counsel incurred after notice from the Corporation ofits assumption of the defense thereof shall be at the expense of Indemnitee unless: (i) The employment of counsel by Indemnitee has beenauthorized by the Corporation;  (ii) Indemnitee shall have reasonably concluded that counselengaged by the Corporation may not adequately represent Indemnitee;  (iii) The Corporation shall not in fact have employedcounsel to assume the defense in such Proceeding or shall not in fact haveassumed suchdefense and be acting in connection therewith with reasonable diligence;in each of which cases the fees and expenses of such counsel shall be at theexpense of the Corporation.
 
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(c) The Corporation shall not settle any Proceeding in any manner which would impose anypenalty or limitation on Indemnitee without Indemnitee’s written consent; provided, however, thatIndemnitee will not unreasonably withhold his or her consent to any proposed settlement.12. Notices. All notices, requests, demands and other communications required orpermitted hereunder shall be given in writing and shall be deemed effective upon personal deliveryto the party to be notified (or upon the date of attempted delivery where delivery is refused) or,if sent by telecopier, telex, telegram, or other facsimile means, upon receipt of appropriateconfirmation of receipt, or upon deposit with the United States Postal Service, by registered orcertified mail, or next day air courier, with postage and fees prepaid and addresses to the partyentitled to such notice at the following address: (a) If to Indemnitee, to:    NAMEADDRESSADDRESS  (b) If to the Corporation, to:    Neurobiological Technologies, Inc.2000 Powell Street, Suite 800Emeryville CA 94608Attention: Presidentor at such other address as such party may designate by ten (10) days’ advance written notice tothe other party to this Agreement.13. Non-exclusivity. The rights of Indemnitee hereunder shall not be deemed exclusiveof any other rights to which Indemnitee may now or in the future be entitled under Delaware GeneralCorporation Law, the Corporation’s Certificate of Incorporation or Bylaws, or any agreements, voteof stockholders resolution of the Board of Directors or otherwise.
 
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14. Certain Definitions.(a) “Agent” shall mean any person who is or was a director, officer, employee, agent,fiduciary, joint venturer, partner, manager or other official of the Corporation or a subsidiary oran affiliate of the Corporation, or any other entity (including, withoutlimitation, an employee benefit plan) either at the request of, for the convenience of, orotherwise to benefit the Corporation or a subsidiary of the Corporation.(b) “Disinterested Director” shall mean a director of the Corporation who is not or was not aparty to the Proceeding in respect of which indemnification is being sought by Indemnitee.(c) “Expenses” shall include all direct and indirect costs (including, without limitation,attorneys’ fees, retainers, court costs, transcripts, fees of experts, witness fees, travelexpenses, duplicating costs, printing and binding costs, telephone charges, postage, deliveryservice fees, all other disbursements or out-of-pocket expenses and reasonable compensation fortime spent by Indemnitee for which he or she is otherwise not compensated by the Corporation)actually and reasonably incurred in connection with a Proceeding or establishing or enforcing aright to indemnification under this Agreement, applicable law or otherwise; provided, however, that“Expenses” shall not include any Liabilities.(d) “Final Adverse Determination” and “final adjudication” shall mean that a determinationthat Indemnitee is not entitled to indemnification hereunder shall have been made and either (1) afinal adjudication in a Delaware court pursuant to Section 8(a) hereof shall have deniedIndemnitee’s right to indemnification hereunder, or (2) Indemnitee shall have failed to file acomplaint in a Delaware court pursuant to Section 8(a) for a period of one hundred twenty (120)days after the determination made pursuant to Section 6 hereof.(e) “Indemnification Period” shall mean the period of time during which Indemnitee shallcontinue to serve as an Agent, and thereafter so long as Indemnitee shall be subject to anypossible Proceeding arising out of acts or omissions of Indemnitee as an Agent.(f) “Independent Legal Counsel” shall mean a law firm or a member of a law firm selected bythe Corporation and approved by Indemnitee (which approval shall not be unreasonably withheld) andthat neither is presently nor in the past five (5) years has been retained to represent: (i) theCorporation, in any material matter, or (ii) any other party to the Proceeding giving rise to aclaim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent LegalCounsel” shall not include any person who, under the applicable standards of professional conductthen prevailing, would have a conflict of interest in representing either the Corporation orIndemnitee in an action to determine Indemnitee’s right to indemnification under this Agreement.(g) “Liabilities” shall mean liabilities of any type whatsoever including, but not limited to,any judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid in settlement(including all interest assessments and other charges paid or payable in connection with or inrespect of such judgments, fines, penalties, or amounts paid in settlement) of any Proceeding.(h) “Proceeding” shall mean any threatened, pending or completed action, claim, suit,arbitration, alternate dispute resolution mechanism, investigation, administrativehearing or any other proceeding whether civil, criminal, administrative or investigative,including any appeal therefrom.
 
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15. Binding Effect, Duration and Scope of Agreement. This Agreement shall be bindingupon and inure to the benefit of and be enforceable by the parties hereto and their respectivesuccessors and assigns (including any direct or indirect successor by purchase, merger,consolidation or otherwise to all or substantially all of the business or assets of theCorporation), spouses, heirs and personal and legal representatives. This Agreement shall continuein effect during the Indemnification Period, regardless of whether Indemnitee continues to serve asan Agent.16. Severability. If any provision or provisions of this Agreement (or any portionthereof) shall be invalid, illegal or unenforceable for any reason whatsoever:(a) the validity, legality and enforceability of the remaining of this Agreement shall not inany way be affected or impaired thereby; and(b) to the fullest extent legally possible, the provisions of this Agreement shall beconstrued so as to give effect to the intent of any provision held invalid, illegal orunenforceable.17. Governing law and Interpretation of Agreement. This Agreement shall be governed byand construed and enforced in accordance with the laws of the State of Delaware, as applied tocontracts between Delaware residents entered into and to be performed entirely within Delaware. Ifthe laws of the State of Delaware are hereafter amended to permit the Corporation to providebroader indemnification rights than said laws permitted the Corporation to provide prior to suchamendment, the rights of indemnification and advancement of expenses conferred by this Agreementshall automatically be broadened to the fullest extent permitted by the laws of the state ofDelaware, as so amended.18. Consent of Jurisdiction. The Corporation and Indemnitee each irrevocably consentto the jurisdiction of the courts of the State of Delaware for all purposes in connection with anyaction or proceeding which arises out of or relates to this Agreement and agree that any actioninstituted under this Agreement shall be brought only in the state courts of the State of Delaware.19. Entire Agreement. This Agreement represents the entire agreement between theparties hereto, and there are no other agreements, contracts or understandings between the partieshereto with respect to the subject matter of this Agreement, except as specifically referred toherein or as provided in Section 12 hereof.
 
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20. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall for all purposes be deemed to be an original but all of which together shall constituteone and the same Agreement.         NEUROBIOLOGICAL TECHNOLOGIES, INC.           By         Paul E. Freiman, President and CEO           INDEMNITEE                       (*Signature*)  
 
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