Amendment to the Agreement dated 3/6/2006



 Exhibit 10.28 
 Amendment 
 of the 
 Agreement on the Establishment 
 of a Snake Farm and Purification Unit 
 The following new version of the article 6 replaces article 6 from 6.1 to 6.7 of the 
 agreement signed January 18, 2006 
 Article 6 
 Financial Obligations of the Parties 
  

	6.1	As of the Effective Date, the costs for Part I of the Project are estimated at EURO 4,500,000.00 (in words: EURO Four Million Five Hundred Thousand), and for Part II of the Project
at EURO 1,500,000.00 (in words: EURO One Million Five Hundred Thousand), totaling EURO 6,000,000.00 (in words: EURO Six Million) for completion of the Ancrod Facilities. 

  

	6.2	NTI has made a down payment of EURO 1,000,000.00 (in words EURO One Million). Upon completion of the snake farm at Nordmark’s facilities in full compliance with Exhibit
A, Nordmark shall deliver an invoice to NTI for an additional payment of EURO 1,000,000.00 (in words EURO One Million). Subject to NTI’s agreement that the snake farm has been completed in accordance with Exhibit A, such invoice
shall be payable by NTI within thirty (30) days after receipt of such invoice. Notwithstanding anything to the contrary in this Art. 6.2 or otherwise in this Snake Agreement, if this Snake Agreement is terminated before a total of EURO
2,000,000.00 (in words EURO Two Million) is incurred in connection with the Ancrod Facilities, then within thirty (30) days after the date of termination of this Snake Agreement, Nordmark shall refund to NTI the difference between (a) and
(b) below, wherein: 

 (a) is the amount paid by NTI prior to the termination date in accordance with this Art. 6.2 (i.e.,
EURO 2,000,000.00 (in words EURO Two Million) or EURO 1,000,000.00 (in words EURO One Million) and 
 (b) is the actual demonstrable amount
reasonably incurred in connection with the Ancrod Facilities prior to the termination date. 
 For the avoidance of doubt, except in the event
that NTI is required to make the Contingent Additional Consideration Payment pursuant to Art 6.3 below, NTI shall not be required to make any payments for the Ancrod Facilities other than the payments set forth in this Art 6.2 (i.e., a maximum of
EURO 2,000,000,00 (in words EURO Two Million), regardless of the actual costs of completing the Ancrod Facilities. 
  

	6.3	Nordmark shall assume responsibility for all costs incurred in connection with establishment of the Ancrod Facilities that exceed the total of the down payment amount









 and the additional payment amount to be paid by NTI in accordance with Art. 6.2 (i.e., EURO 2,000,000.00
(in words EURO Two Million). Notwithstanding anything to the contrary in this Art. 6.3. The following conditions that may trigger a “Contingent Additional Consideration Payment” are subject to further discussion by the Parties: – if
(a) NTI fails to obtain at least one Registration for a Medicinal Product containing Ancrod before the end of calendar year 2010; or (b) NTI expressly abandons development and/or commercialization of the Viprinex product in the United
States and Europe before the end of calendar year 2010; or (c) after good faith negotiations, NTI and Nordmark fail to execute a separate agreement for Nordmark’s commercial manufacture and supply of GMP-grade Ancrod pursuant to
Article 9 before the end of calendar year 2010, then NTI shall pay to Nordmark an additional consideration payment in an amount calculated as following: 
 (y) the total cost of the Ancrod Facilities (which shall be the smaller of (i) and (ii) below, wherein: 
 (i) is EURO 6,000,000.00 (in words EURO Six Million), the estimated costs set forth in Art. 6.1; and 
 (ii) is the actual,
demonstrable cost reasonably incurred by Nordmark in establishing the Ancrod Facilities as of the date that a condition set forth in any of clauses (a-c) above is fulfilled; and 
 (z) the amount that is equal to eighty percent (80%) of the cost set forth in (y). 
 The Contingent Additional Consideration Payment shall be the amount of (z) minus EURO 2,000,000 (in words EURO two Million) (see Exhibit C for
various calculations). 
 If such Contingent Additional Consideration Payment becomes payable by NTI in accordance with this Art. 6.3, it
shall be paid in consideration of Nordmark’s inability to realize the full benefits of the Ancrod Facilities. In the event that NTI provides written notice to Nordmark that NTI has failed to obtain at least one Registration for a Medicinal
Product containing Ancrod before the end of calendar year 2010, or that NTI is abandoning development and/or commercialization of the Viprinex product in the United States and Europe before the end of calendar year 2010, then Nordmark thereafter
shall use its commercially reasonable efforts to avoid incurring further costs (for example, by cancelling commitments and/or returning materials) and to mitigate any costs incurred in connection with the Project, the Ancrod Facilities and this
Snake Agreement. For the avoidance of doubt, NTI shall not be obligated to pay to Nordmark a Contingent Additional Consideration Payment pursuant to this Art. 6.3 if Nordmark’s acts or omissions in connection with the Project, this Snake
Agreement or the Cooperation Agreement contributed to NTI’s failure to meet the conditions set forth in clauses (a) or (c) above. 
  

	6.4	If NTI is required to pay to Nordmark a Contingent Additional Consideration Payment pursuant to Art. 6.3, and if, during the period commencing on the date that Nordmark


  

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 receives such Contingent Additional Consideration Payment and ending on the second anniversary of such
receipt date, Nordmark sells or leases all or part of the Ancrod Facilities, or uses all or part of the Ancrod Facilities to provide services to a third party(ies), then Nordmark shall pay to NTI twenty-five percent (25%) of the consideration
received by Nordmark for such sale(s), lease(s) and/or services (as applicable); provided that the maximum total payment(s) to NTI pursuant to this Art 6.4 shall not exceed EURO 2,000,000:00 (in words EURO Two Million). 
  

	6.5	Until Nordmark commences commercial manufacture of GMP grade Ancrod, NTI will reimburse Nordamrk’s “fully loaded costs connected with the operation of the snake farm and
the purification unit. The definition of the “fully loaded costs” shall be mutually agreed by the parties within 60 days after the Effective Date. 

  

	6.6	Nordmark shall invoice the fees to NTI monthly, the invoices are payable within 30 days after receipt of the invoice. 

  

	6.7	Nordmark may request that, at its cost, the auditor who audits Nordmark’s annual financial accounts, controls and confirms for NTI whether the fees charged to NTI have been
calculated in compliance with this Agreement. 

  

					
	Uetersen, July 5th, 2006	  	
		
	Neurobiological Technologies, Inc.	  	Nordmark Arzneimittel GmbH & Co. KG
			
	  
 Paul E. Freiman
 President and CEO
	  	 /s/ Franz J. Empl
 Franz J.
Empl
 President and CEO
	  	 /s/ Manfred Kurfürst
 Manfred
Kurfürst PhD
 Head of Business Unit
 Biology


  

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 EXHIBIT A 
 Specifications, Activities, Responsibilities, Estimated Expenses and Schedules 
 for Completion of Part I and
Part II of the Project 







 Exhibit A (page 1 of 3) 
 Technical Specifications of Snake Farm 
  

			
	 Parameter
	  	 Spezification

	Air Filter	  	Prefilter F6
		  	Filter H14
		
	Particle	  	max. 3.500.000 particle/m3 (3 0,5 μm)
		  	max. 20.000 particle/m3 (3 5,0 μm)
		
	Temperature	  	min. 26o C
		  	max. 30o C
		
	Humidity	  	71% - 88% r.h.
		
	Air Changes	  	10 - 15
		
	Differential Pressure	  	30 Pa








 Exhibit A (page 2 of 3) 
 Project schedule and activities 
 Project “Building a snake farm” 
 CHART 







 Exhibit A (page 3 of 3) 
 Estimated Expenses of Snake Farm 
  

				
	 Equipment
	  	680 T	€
		
	 Construction (Shell)
	  	590 T	€
		
	 Construction (Interior)
	  	550 T	€
		
	 Construction (Exterior)
	  	300 T	€
		
	 Media
	  	30 T	€
		
	 HVAC-System
	  	1.050 T	€
		
	 Technical
	  	740 T	€
		
	 Engineering
	  	225 T	€
		
	 Power Supply
	  	190 T	€
		
	 Authority Approvals
	  	15 T	€
		
	 Unforeseeable
	  	130 T	€
		  	 	 
		  	4.500 T	€
		  	 	 








 Exhibit B 
  

	1.	Temporary solution until the snakefarm is established, relating to article 3 

 The temporary solution cannot be done by Abbott GmbH & Cc. KG Ludwigshafen to realise the possibility to keep NTI Malayen pit viper snakes until the Nordmark snakefarm is established. Nordmark will erect for
this time a special container unit (see attachment 1). 
 The investment cost will be approx. 550 T€ 
  

			
	 •      Prefabricated containers
	  	450
	 •      Foundation
	  	50
	 •      Utilities (Electric, water)
	  	40
	 •      Others (Planning etc.)
	  	10
		  	 
		  	550
		  	 

 Nordmark guaranties all provisions agreed in the contract regarding the housing of the Malayen pit
vipers also for this case. 
 The investment will be totally done on Nordmarks behalf. 
 From May 1st,
2006 beginning of validation and GMP approval until December 31st, 2006 NTI will pay a monthly rent fee by 45
T€. The fee is invoiced through Nordmark monthly in advanced and payable within 10 days. 
 All other costs for the temporary solution
are included as described in the contract, article 6, sequence 6.5 in the “fully loaded costs” until the start of the commercial manufacture of GMP grade Ancrod. For the definition of the fully loaded costs see separate specification.

  

	2	Definition of “fully loaded costs”: 

 Direct costs: 
  

	 	•	 	Personnel 

  

	 	•	 	Energy, water, waste water 

  

	 	•	 	Validation 

  

	 	•	 	Monitoring 

  

	 	•	 	Maintenance 

  

	 	•	 	Cleaning 

  

	 	•	 	Insurance 

  

	 	•	 	Material 








 Indirect costs: 
 Nordmark services: 
  

	 	•	 	Purchasing 

  

	 	•	 	Warehousing 

  

	 	•	 	Quality control 

  

	 	•	 	Human resources 

  

	 	•	 	Finance 

  

	 	•	 	Reporting 

  

	 	•	 	Management 

  

	 	•	 	Depreciation 

  

					
	 Uetersen, March 8th, 2006
	  		  	
			
	 Neurobiological Technologies Inc.
	  		  	 Nordmark Arzneimittel GmbH & Co. KG

			
	 /s/ Paul E. Freiman
	  		  	 /s/ Peter Tonne

	 Paul E. Freiman
	  		  	 Mr. Peter Tonne, Ph.D.

	 President & CEO 3/14/06
	  		  	
			
	 /s/ Stephen Petti
	  		  	
	 Mr. Stephen Petti
	  		  	
			
	 /s/ Jonathan R. Wolter
	  		  	
	 Jonathan R. Wolter 3/14/06
	  		  	
	 VP & CFO
	  		  	

  

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