STOCKHOLDERS AGREEMENT

This Stockholders Agreement (this ?Stockholders Agreement?) is made and entered into as of July 14, 2004, by and among Neurobiological Technologies, Inc., a Delaware corporation (?Parent?), Empire Acquisition Corp., a Delaware corporation (?Merger Sub?), and each of the persons or entities listed on EXHIBIT A hereto (each a ?Stockholder? and collectively the ?Stockholders?) and Biotechnology Value Fund, L.P. (the ?Stockholder Representative?). This Stockholders Agreement is being entered into in connection with that certain Agreement and Plan of Reorganization, dated as of the date hereof, (the ?Merger Agreement?) by and among Parent, Merger Sub and Empire Pharmaceuticals, Inc. (the ?Company?). Unless otherwise provided herein, all capitalized terms not defined herein shall have the meaning ascribed to them in the Merger Agreement.

RECITALS

A. The Company?s stockholders have unanimously approved the Merger Agreement and the transactions contemplated thereby;

B. In connection with and as an inducement for Parent and Merger Sub to enter into the Merger Agreement, the Stockholders have entered into this Stockholders Agreement in order to (i) individually and not jointly make certain representations and warranties to Parent and Merger Sub, and (ii) appoint the Stockholder Representative to act as attorney-in-fact for the Stockholders to (A) pursue and resolve any claims the Stockholders may have pursuant to this Stockholders Agreement and (B) to respond to and resolve any claims Parent or Merger Sub may have pursuant to this Stockholders Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Each Stockholder, individually and not jointly, represents and warrants to Parent and Merger Sub as follows:

1.1 Ownership of Shares. Such Stockholder owns of record that number of shares of capital stock of the Company listed opposite such Stockholder?s name on EXHIBIT A hereto, free and clear of all Encumbrances, and has good and valid title to such shares. Except as set forth on EXHIBIT A, such Stockholder has no right to acquire additional shares of capital stock of the Company, including, without limitation, upon the exercise of options or warrants or through the conversion of any debt or equity security of the Company.

1.2 Authority of the Company Stockholders. Such Stockholder has the right and all necessary power and authority to enter into this Stockholders Agreement, to approve the

Merger Agreement and the transactions contemplated thereby, to consummate the transactions contemplated hereby and to perform his, her or its obligations hereunder, without obtaining the approval or consent of any other Person. This Stockholders Agreement has been duly and validly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by the other parties to this Stockholders Agreement, constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors? rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

1.3 Investment Representations. Such Stockholder acknowledges that it is aware that the Stock Consideration has not been registered under the Securities Act or any applicable state securities laws. Such Stockholder agrees not to transfer any of the Stock Consideration in violation of the provisions of any applicable federal or state securities laws. Such Stockholder represents that he, she or it is familiar with Rule 144 and Rule 145 promulgated by the Securities and Exchange Commission (?SEC?) pursuant to the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. Such Stockholder understands that the offering and sale of the Stock Consideration is intended to be exempt from registration under the Securities Act, by virtue of the private placement exemption provided by 506 of Regulation D promulgated under the Securities Act and/or Section 4(2) of the Securities Act, based, in part, upon such Stockholder?s representations, warranties and agreements contained in this Stockholders Agreement, and Parent may rely on such representations, warranties and agreements in connection therewith. Such Stockholder agrees that he, she or it will be acquiring his, her or its respective portion of the Stock Consideration for his, her or its own account and for investment, and not with a view to the distribution thereof or with any present intention of distributing or selling any of such Stock Consideration except in compliance with the Securities Act and this Stockholders Agreement. Such Stockholder represents that by reason of his, her or its business and financial experience he, she or it has knowledge, sophistication and experience in business and financial matters as to be capable of evaluating the merits and risk of the prospective investment. The financial condition and investments of such Stockholder is such that such Stockholder is in a financial position to hold his, her or its respective portion of the Stock Consideration for an indefinite period of time and to bear the economic risk of, and withstand a complete loss of, the investment in his, her or its portion of the Stock Consideration. Such Stockholder has carefully examined the Merger Agreement and all exhibits and schedules thereto. Such Stockholder acknowledges that Parent has made available all documents and information that such Stockholder has requested relating to Parent and Merger Sub and has provided answers to all of such Stockholder?s questions concerning Parent, Merger Sub and/or the Stock Consideration.

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