Exhibit 10.1










Exhibit 10.1




Termination Agreement

to

Master Clinical Services Agreement

and

Work Order No. 1 and 2

(also referred to as Work Order A and B)




	 	 	 
	DATED

	 	29 May 2009 (the “Effective Date”)
	 
	 	 
	BETWEEN

	 	Neurobiological Technologies, Inc., 2000 Powell Street, Suite 800,
Emeryville, California 94608 USA (“Sponsor”)
	 
	 	 
	AND

	 	ICON Clinical Research Limited of South County Business Park,
Leopardstown, Dublin 18, Ireland (“Service Provider”).
	 
	 	 
	WHEREAS:

	 	 






	A.	 	The parties entered into a Master Clinical Services Agreement for Services dated 16th January 2007
(the “Agreement”).






	B.	 	Thereafter the parties entered into a Work Order No. 1, dated the 16th of May 2007, concerning a study
known as “Study of Acute ViprinexTM for Emergency Stroke: A Randomized, Double-Blind,
Placebo-Controlled Study of Ancrod (ViprinexTM) in Subjects Beginning Treatment within 6 Hours of the
Onset of Acute, Ischemic Stroke (ASP-1)”, Protocol NTI-ASP-0502” (the “Work Order No. 1”), as amended by Change
Order No. 1 dated the 9th November 2007 (“Study No. 1”).






	C.	 	Thereafter the parties entered into a Work Order No. 2, dated the 16th of May 2007, concerning a study
known as “ASP-II (Ancrod in Stroke program – II): A Randomized, Double-Blind, Placebo-Controlled Study of Ancrod
(ViprinexTM) for Emergency Stroke: A Randomized, Double-Blind, Placebo-Controlled Study of Ancrod
(ViprinexTM) in Subjects Beginning Treatment within 6 Hours of the Onset of Acute, Ischemic Stroke”,
Protocol NTI-ASP-0503” (the “Work Order No. 2”) as amended by Change Order No. 1 dated the 9th November
2007 (“Study No. 2”).






	D.	 	The parties also now wish to terminate the Agreement and Work Order No.1 and Work No. 2 (collectively the “Work
Orders”), as well as any and all Change Orders to the Work Orders, subject to the terms and conditions set forth
in this Termination Agreement





In consideration of the premises and mutual promises and covenants herein contained, the adequacy of which is
acknowledged by each of the parties, IT IS AGREED BY THE PARTIES AS FOLLOWS:



1.        Termination of Agreement and Work Orders. The parties agree that the Work Orders were terminated
effective as of December 17, 2008. The parties further agree that the


 


4









 





Agreement is terminated and shall be of no further force and effect, except as expressly set forth herein, as of the
Effective Date.



2.        Reconciliation, Final Payment and Settlement of Financial Obligations. In connection with the
termination of Study No.1 and Study No. 2 (collectively known as the “Studies”) effective 17th December 2008
and the reconciliation of all costs associated with the services related to those Studies, the parties have agreed to
the following settlement in order to complete the termination process relating to the Studies and the Work Orders.



In full satisfaction and settlement of any and all of payments owed to Service Provider relating to the Studies and the
Work Orders (including, without limitation, all achieved bonus targets and fees for Services, whether invoiced or
uninvoiced), Sponsor will make a final payment in the amount of $900,000 to Service Provider within 5 business days of
the execution of this Termination Agreement (the “Final Payment”). Service Provider agrees that, except for payment of
certain pass-through costs as set forth in section 3 below, Sponsor shall not be required to make any further payments
for the Studies once the Final Payment is made.



3.        Pass Through Costs. Service Provider estimates that the remaining pass-through costs are less than
$10,000 for Studies No. 1 and 2. Sponsor agrees to pay these pass-through costs in accordance with Section 3.5 of the
Agreement.



4.        Survival. The parties agree that after the Effective Date, Sections 2.14, 2.15, 3.5, 4.1, 4.3, 5, 7,
9, 11.4, 11.12, 11.14, 11.15 and 11.16 of the Agreement will survive and remain in full force and effect.



5.        Notice. Any notices given hereunder shall be sent by facsimile, or email, with a confirmation copy
via overnight courier to the following addresses (or such other address as a party may designated as a notice address
in a prior written notice to the other party) and shall be deemed delivered when received (or if received on a weekend
or holiday, on the next business day) as follows:



If to Sponsor:              Neurobiological Technologies, Inc.


2000 Powell Street, Suite 800

Emeryville, CA 94608

Attention: Matthew M. Loar, Vice President & Chief Financial Officer


Telephone: 510.595.6000

Fax: 510.595.6006

Email: loar@ntii.com



With a copy to:           Goodwin Procter LLP

4365 Executive Drive, Suite 300

San Diego, CA 92121

Attention: Stephen C. Ferruolo

Telephone: 858.202.2710

Fax: 858.457.1255

Email: sferruolo@goodwinprocter.com


 


5









 





If to Service Provider: ICON Clinical Research Limited

 South County Business Park, Leopardstown

 Dublin, Ireland

 Attention: Legal Affairs

 Telephone: 00-353-1-2912000

 Fax: 00-353-1-2912700 (Generic)

 00-353-1-2912737 (Commercial Affairs)

 Email: commercialaffairsirl@iconirl.com



Accepted and Agreed by:



NEUROBIOLOGICAL                                                              ICON CLINICAL RESEARCH LIMITED


TECHNOLOGIES, INC.



By:       /s/ Matthew M. Loar             




By:      /s/ Brendan Harte                             


Name: Matthew M. Loar                     



Name: Brendan Harte                                    



Title:   CFO                                         




Title:    VP of Finance                                     



Date:  5/29/2009                                 




Date:    29.05.09                                             



 


6