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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)*

NEUROBIOLOGICAL TECHNOLOGIES, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

64124W304

(CUSIP Number)

DECEMBER 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.


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CUSIP No. 64124W304 13G/A Page 2 of 10 Pages
------------------------- --------------------------



 1. NAMES OF REPORTING PERSONS

 Great Point Partners, LLC

 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

 37-1475292

 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [ ]

 (b) [ ]


 3. SEC USE ONLY

 4. CITIZENSHIP OR PLACE OF ORGANIZATION

 USA

 NUMBER OF SHARES 5. SOLE VOTING POWER

 BENEFICIALLY 0

 OWNED BY EACH 6. SHARED VOTING POWER

 REPORTING PERSON 217,391

 WITH 7. SOLE DISPOSITIVE POWER
 0

 8. SHARED DISPOSITIVE POWER

 217,391


 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 217,391

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 (See Instructions)


 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.8%

 12. TYPE OF REPORTING PERSON (See Instructions)

 OO


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CUSIP No. 64124W304 13G/A Page 3 of 10 Pages
------------------------- --------------------------



 1. NAMES OF REPORTING PERSONS

 Dr. Jeffrey R. Jay, M.D.

 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [ ]

 (b) [ ]


 3. SEC USE ONLY

 4. CITIZENSHIP OR PLACE OF ORGANIZATION

 USA

 NUMBER OF SHARES 5. SOLE VOTING POWER

 BENEFICIALLY 0

 OWNED BY EACH 6. SHARED VOTING POWER

 REPORTING PERSON 217,391

 WITH 7. SOLE DISPOSITIVE POWER
 0

 8. SHARED DISPOSITIVE POWER

 217,391



 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 217,391

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 (See Instructions)


 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.8%

 12. TYPE OF REPORTING PERSON (See Instructions)

 IN


------------------------- --------------------------
CUSIP No. 64124W304 13G/A Page 4 of 10 Pages
------------------------- --------------------------



 1. NAMES OF REPORTING PERSONS

 Mr. David Kroin

 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):


 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a) [ ]

 (b) [ ]


 3. SEC USE ONLY

 4. CITIZENSHIP OR PLACE OF ORGANIZATION

 USA

 NUMBER OF SHARES 5. SOLE VOTING POWER

 BENEFICIALLY 0

 OWNED BY EACH 6. SHARED VOTING POWER

 REPORTING PERSON 217,391

 WITH 7. SOLE DISPOSITIVE POWER
 0

 8. SHARED DISPOSITIVE POWER

 217,391

 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 217,391

 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 (See Instructions)


 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.8%

 12. TYPE OF REPORTING PERSON (See Instructions)

 IN


------------------------- --------------------------
CUSIP No. 64124W304 13G/A Page 5 of 10 Pages
------------------------- --------------------------



 ITEM 1.

 (a) Name of Issuer

 Neurobiological Technologies, Inc.

 (b) Address of Issuer's Principal Executive Offices

 2000 Powell Street, Suite 800, Emeryville,
 California 94608

 ITEM 2.

 (a) Name of Person Filing

 Great Point Partners, LLC
 Dr. Jeffrey R. Jay, M.D.
 Mr. David Kroin

 The Reporting Persons have entered into a Joint Filing
 Agreement, dated February 17, 2009, a copy of which is filed
 with this Schedule 13G/A as Exhibit A, pursuant to which the
 Reporting Persons have agreed to file this statement jointly
 in accordance with the provisions of Rule 13d-1(k)(1) under
 the Act.

 (b) Address of Principal Business Office, or if none,
 Residence

 The address of the principal business office of
 each of the Reporting Persons is

 165 Mason Street, 3rd Floor
 Greenwich, CT 06830

 (c) Citizenship

 Great Point Partners, LLC is a limited liability company
 organized under the laws of the State of Delaware. Dr.
 Jeffrey R. Jay, M.D. is a citizen of the United States. Mr.
 David Kroin is a citizen of the United States.

 (d) Title of Class of Securities

 Common Stock

 (e) CUSIP Number

 64124W304

 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR
 240.13d.2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 Not Applicable.

 (a) [ ] Broker or dealer registered under Section 15 of
 the Act (15 U.S.C. 78o)

 (b) [ ] Bank as defined in Section 3(a)(6) of the Act
 (15 U.S.C. 78c).

 (c) [ ] Insurance company as defined in Section 3(a)(19)
 of the Act (15. U.S.C. 78c).

 (d) [ ] Investment Company registered under Section 8 of
 the Investment Company Act of 1940
 (15 U.S.C. 80a-8).

 (e) [ ] An investment adviser in accordance with
 ss.240.13d-1(b)(1)(ii)(E).


------------------------- --------------------------
CUSIP No. 64124W304 13G/A Page 6 of 10 Pages
------------------------- --------------------------



 (f) [ ] An employee benefit plan or endowment fund in
 accordance with ss.240.13d-1(b)(1)(ii)(F).

 (g) [ ] A parent holding company or control person in
 accordance with ss.240.13d-1(b)(1)(ii)(G).

 (h) [ ] A savings associations as defined in Section
 3(b) of the Federal Deposit Insurance Act (12
 U.S.C. 1813).

 (i) [ ] A church plan that is excluded from the
 definition of an investment company under
 Section 3(c)(14) of the Investment Company Act
 of 1940 (15 U.S.C. 80a-3).

 (j) [ ] Group, in accordance with
 ss.240.13d-1(b)(1)(ii)(J).

 ITEM 4. OWNERSHIP

 Biomedical Value Fund, L.P. ("BVF") is the direct beneficial
 owner of 117,391 shares of Common Stock (the "BVF Shares"),
 consisting of warrants to purchase 117,391 shares of Common
 Stock. Great Point Partners, LLC ("Great Point") is the
 investment manager of BVF, and by virtue of such status may
 be deemed to be the beneficial owner of the BVF Shares. Each
 of Dr. Jeffrey R. Jay, M.D. ("Dr. Jay"), as senior managing
 member of Great Point, and Mr. David Kroin ("Mr. Kroin"), as
 special managing member of Great Point, has voting and
 investment power with respect to the BVF Shares, and
 therefore may be deemed to be the beneficial owner of the
 BVF Shares.

 Biomedical Offshore Value Fund, Ltd. ("BOVF") is the direct
 beneficial owner of 100,000 shares of Common Stock (the
 "BOVF Shares"), consisting of warrants to purchase 100,000
 shares of Common Stock. Great Point is the investment
 manager of BOVF, and by virtue of such status may be deemed
 to be the beneficial owner of the BOVF Shares. Each of Dr.
 Jay, as senior managing member of Great Point, and Mr.
 Kroin, as special managing member of Great Point, has voting
 and investment power with respect to the BOVF Shares, and
 therefore may be deemed to be the beneficial owner of the
 BOVF Shares.

 Notwithstanding the above, Great Point, Dr. Jay and Mr.
 Kroin disclaim beneficial ownership of the BVF Shares and
 the BOVF Shares, except to the extent of their respective
 pecuniary interests.


 Provide the following information regarding the aggregate
 number and percentage of the class of securities of the
 issuer identified in Item 1.

 1. GREAT POINT PARTNERS, LLC

 (a) Amount beneficially owned: 217,391

 (b) Percent of class: 0.8%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote:
 - 0 -

 (ii) Shared power to vote or to direct the
 vote: 217,391

 (iii) Sole power to dispose or to direct the
 disposition of: - 0 -.

 (iv) Shared power to dispose or to direct the
 disposition of: 217,391


------------------------- --------------------------
CUSIP No. 64124W304 13G/A Page 7 of 10 Pages
------------------------- --------------------------



 2. DR. JEFFREY R. JAY, M.D.

 (a) Amount beneficially owned: 217,391

 (b) Percent of class: 0.8%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote:
 0.

 (ii) Shared power to vote or to direct the
 vote: 217,391

 (iii) Sole power to dispose or to direct the
 disposition of: 0.

 (iv) Shared power to dispose or to direct the
 disposition of: 217,391

 3. MR. DAVID KROIN

 (a) Amount beneficially owned: 217,391

 (b) Percent of class: 0.8%

 (c) Number of shares as to which the person has:

 (i) Sole power to vote or to direct the vote:
 0.

 (ii) Shared power to vote or to direct the
 vote: 217,391

 (iii) Sole power to dispose or to direct the
 disposition of: 0.

 (iv) Shared power to dispose or to direct the
 disposition of: 217,391


ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 If this statement is being filed to report the fact that as of
the date hereof each of the Reporting Persons has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following
[X].

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
 PERSON:

 See Item 4.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
 ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
 COMPANY

 Not Applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 Not Applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP

 Not Applicable.

ITEM 10. CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of


------------------------- --------------------------
CUSIP No. 64124W304 13G/A Page 8 of 10 Pages
------------------------- --------------------------



the securities and were not acquired and are not held in connection with or as
participant in any transaction having that purpose or effect.


------------------------- --------------------------
CUSIP No. 64124W304 13G/A Page 9 of 10 Pages
------------------------- --------------------------



 SIGNATURE
 ---------

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Date: February 17, 2009


 GREAT POINT PARTNERS, LLC

 By: /s/ Dr. Jeffrey R. Jay, M.D.
 -----------------------------------------------
 Dr. Jeffrey R. Jay, M.D.,
 as senior managing member


 /s/ Dr. Jeffrey R. Jay, M.D.
 ----------------------------------------------------
 DR. JEFFREY R. JAY, M.D.


 /s/ Mr. David Kroin
 ----------------------------------------------------
 Mr. David Kroin


EXHIBIT A

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

The undersigned hereby agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 17, 2009

GREAT POINT PARTNERS, LLC

By: /s/ Dr. Jeffrey R. Jay, M.D.
 -----------------------------------------------
 Dr. Jeffrey R. Jay, M.D.,
 as senior managing member


/s/ Dr. Jeffrey R. Jay, M.D.
----------------------------------------------------
DR. JEFFREY R. JAY, M.D.


/s/ Mr. David Kroin
----------------------------------------------------
Mr. David Kroin

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