AGREEMENT TO TERMINATE
THE LICENSE AND COOPERATION AGREEMENT
WITH RESPECT TO NEUROBIOLOGICAL TECHNOLOGIES, INC.
This Agreement to
terminate the License and Cooperation Agreement with respect to
Neurobiological Technologies, Inc. (“NTI Termination
Agreement”) is effective as of July 31, 2009
(“Effective Date”), between Merz + Co. GmbH & Co.
(“Merz”) and Neurobiological Technologies, Inc.
(“NTI”);
Whereas
Merz, NTI and Children’s Medical Center Corporation
(“CMCC”) are parties to that certain License and
Cooperation Agreement dated April 16, 1998 (the
“Agreement”);
Whereas ,
pursuant to the Agreement, CMCC and NTI have each granted to Merz
certain rights and licenses relating to Products (as defined in the
Agreement), including without limitation products containing
memantine for certain indications;
Whereas
the Agreement contemplates that, under certain circumstances, CMCC
and Merz may wish to continue their relationship, pursuant to the
applicable terms and conditions, independent of NTI’s
involvement; and
Whereas ,
NTI and Merz have agreed that it is in the mutual best interest of
the parties to have the Agreement terminated with respect to NTI,
on the terms and conditions set forth in this NTI Termination
Agreement;
Now,
therefore, in consideration of the promises and the mutual
covenants set forth herein, NTI and Merz agree as
follows:
1. As of the
Effective Date, the Agree