Consultancy Services Agreement between

Exhibit 10.1

Consultancy Services Agreement

between

Neurobiological Technologies, Inc., 115 River Road (Suite 171), Edgewater, NJ 07020

(hereinafter referred to as “NTI”)

and

“S&P” Pharmatest Management GmbH, Hasenheide 54, D-10967 Berlin

(hereinafter referred to as “S&P”)

CONTENT

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Concerning the Conduct of Clinical Studies

(hereinafter referred to as “Agreement”)

between

Neurobiological Technologies, Inc., 2000 Powell Street, Suite 800, Emeryville, California 94608

and, at

115 River Road (Suite 171), Edgewater, NJ 07020

(hereinafter referred to as “NTI”)

and

“S&P” Pharmatest Management GmbH, Hasenheide 54, D-10967 Berlin

(hereinafter referred to as “S&P”)

(NTI and S&P hereinafter together referred to as the “Parties” and individually as a “Party”)

Introduction

Whereas, NTI is engaged in the research, development, manufacture and future marketing of pharmaceutical products;

Whereas, S&P is active in the business of Consultancy Services in clinical trials management, in particular in designing, setting up, Projects management, site management, and monitoring relating to clinical trials; Whereas, NTI wishes to retain S&P to conduct certain Consultancy Services on product development activities

under

Protocol Number: NTI-ASP-0502:

Study of Acute Viprinex™ for Emergency Stroke:

A Randomized, Double-Blind, Placebo-Controlled Study of Ancrod (Viprinex™) in Subjects Beginning

Treatment within 6 Hours of the Onset of Acute, Ischemic Stroke;

and

Protocol Number: NTI-ASP-0503:

ASP-II (Ancrod in Stroke Program-ll): A Randomized, Double-Blind, Placebo-Controlled Study of Ancrod

(Viprinex™) in Subjects Beginning Treatment within 6 Hours of the Onset of Acute, Ischemic Stroke

(Protocol Number: NTI-ASP-0502 and Protocol Number: NTI-ASP-0503 hereinafter together referred to as the “Projects” or “Studies” and individually as a “Project” or “Study”).

Nature of Relationship

S&P agrees that, in its relationship with NTI hereunder, it is acting in the capacity of an independent consultant company and that it has authority based on Power of Attorney dated 14^th of December 2005 to act on behalf and as a legally empowered representative of NTI to perform the Studies as an independent consultant. S&P shall have complete and exclusive control over its own employees and/or S&P Agents. Management direction of the Studies shall be exclusively by NTI.

Now, therefore the Parties hereto agree as follows:

§ 1

Object, Scope

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§ 2

Obligations of S&P

§ 3

Obligations of NTI

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§ 4

Compensation, Payments, and Payments Schedule

Details of compensation, payment, and payment schedule are defined in the Appendices A, B & C, which are an integral part of this Consultancy Services Agreement.

§ 5

Intellectual Property

§ 6

Confidentiality

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§ 7

Term, Termination

§ 8

Force Majeure

§ 9

Miscellaneous

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Or to such other address or addresses as such Party may from time to time designate by written notice. Additionally, regarding all day-to-day administrative or financial issues, each Party shall appoint a person responsible.

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APPENDIX A(1)

Revised Cost estimation Phase III studies:

NTI-ASP-0502 and NTI-ASP-0503 (Based on 350 patients in 35 sites)

23^th December 2005 (R01 FebO6)

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Appendix A(2)

Revised Cost estimation Phase III studies:

NTI-ASP-0502 and NTI-ASP-0503 (Based on 350 patients in 35 sites)

24^th December 2005 (R01 FebO6)

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Appendix A(3)

Revised Cost estimation Phase III studies:

NTI-ASP-0502 and NTI-ASP-0503 (Based on 350 patients in 35 sites)

23^th December 2005

Invoices for pass-through expenses will be accompanies by back-up documentation (e.g., relevant receipts).

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Appendix B

Payment schedule for “S&P” Consultancy Services

In consideration of the work contracted to “S&P” Pharmatest pursuant to this agreement, NTI shall pay “S&P” a total amount in Euro 1.750.000,00 plus VAT, which is based on the enrollment of 350 patients.

All payments shall be made on a pro rata basis in accordance with and described in the following payment schedule.

Modifications concerning the sample size will be adjusted accordingly.

Payment schedule:

Invoices will be accompanied by a statement from “S&P” Pharmatest’s accountant describing and confirming the actual work performed for that milestone payment.

Investigator grants, negotiated by S&P on behalf of NTI, and to be agreed with the investigators and NTI, shall be paid directly to the investigative sites by NTI.

These costs are not included in the payment schedule of “S&P” Pharmatest’s Consultancy Services and the payment schedule of pass-through costs for travelling and communication Consultancy Services.

Payment on S&P invoices shall be made within 15 working days following the receipt of “S&P” Pharmatest’s invoice by NTI to the following account:

Deutsche Bank AG

Account No: 5674080

Bank Code: 10070000

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APPENDIX C

Pass-through costs for travelling expenses and communication services:

Payment schedule:

Payment shall be made within 15 working days following the receipt of “S&P” Pharmatest’s invoice by NTI to the following account:

Deutsche Bank AG

Account No: 5674080

Bank Code 10070000

Reimbursement Policy:

1. Arrangements should be made in sufficient time to take advantage of time-related discounts. This especially applies to discounts offered for reservations made at least seven days in advance, whenever possible. Air travel by S&P for NTI business should be at “economy” class for all flights under 5 hours, and business class for flights in excess off 5 hours. Dr. Siebel can fly business class at all times.

2. Transportation between an airport and Institution, employee home or office should be accomplished in a reasonably cost effective manner (e.g. taxi)

3. Hotel reservations should be made at “business class” hotels within a reasonable distance from the location at which business will be conducted. “Business class” hotels in most cities should not exceed $250,00 per day. This may be difficult in some countries and cities as the U.K., Switzerland and Russia (e.g., London, Zurich, Moscow or St. Petersburg and other Russian cities where centers are located and the hotels might be more expensive). However, whenever possible, reasonable accomodations should be secured in most areas within this price.

4. Automobile rentals should be made in the compact or mid-size car class. Larger vehicles may only be utilized during periods of special discount rates (e.g., same as normal mid-size rate). The agent should be asked for the least expensive on-location vendor for that market. Costs between vendors vary from city to city and significant savings may be realized by using different vendors in different markets. Automobile rental costs should be considered versus the cost of a taxi, particularly for the same day trips.

5. Reasonable meal expenditures will be reimbursed and approved (with an upper limit of approximately $80,00 per day). This per diem should be prorated accordingly for individuals working less than one full day. The per diem allowance may not be accumulated from day to day.

6. Employees may offer to pay for meals with Investigators and/or study staff. This should be done with discretion and not on a routine basis. When entertaining, employees are expected to exercise good judgement in choosing restaurants in order to keep meal expenditures within reasonable limits.

7. Distance telephone calls per day of a reasonable duration to the United States and also from, to and within the following countries: Germany, Russia, Czech Republic, Poland, Netherlands, Belgium, Austria, Switzerland, Italy, the UK, Scotland will be reimbursed.

All S&P’s business telephone calls related to the projects will also be reimbursed.

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8. Shows, movies, servi-bar, and other sources of personal entertainment will not be reimbursed.

9. Incidental expenses of a personal nature will not be reimbursed, except when mandated due to status (e.g., snowed in). Reasonable laundry expenses will be reimbursed when on business for NTI for at least three consecutive days.

NOTE: This list details major items but is not all inclusive. All expenses should be accompanied with original appropriate receipts. Expenses may be reviewed in order to determine their compliance and reasonableness.

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