Unassociated Document


    Exhibit 10.1

     

    AMENDMENT
TO

    MASTER SPONSORED RESEARCH
AGREEMENT

    
      


      Amendment,
dated as of May 29th, 2008 (this “Amendment”), by and
between THE OHIO STATE UNIVERSITY RESEARCH FOUNDATION, on behalf of Ohio State
University, a university with a principal place of business at 1960 Kenny Road,
Columbus, OH 43210 (“Institution”), and
NEUROLOGIX, INC., a Delaware corporation with a principal place of business at
One Bridge Plaza, Fort Lee, New Jersey, 07024 (“Sponsor”).

       

      WHEREAS, Institution and
Sponsor are parties to that certain Master Sponsored Research Agreement, dated
as of May 10, 2006 (the “Research Agreement”),
which provides for certain research and rights relating to the development of
gene therapy approaches to neurodegenerative disorders and other fields, as more
fully specified in the Research Agreement;

       

      WHEREAS, Sponsor, on October
11, 2007, sent written notice to Institution, pursuant to Section 7 of the
Research Agreement, notifying of Sponsor’s election not to renew such Research
Agreement after its initial term, ending November 10, 2007 (“Initial Term”), and
requesting a new arrangement as to term of the Research Agreement and the fees
to be paid thereunder by Sponsor; and

       

      WHEREAS, Sponsor and
Institution agreed to extend the Initial Term for a one-year period ending on
November 10, 2008 for a total fee of $166,666.

       

      NOW, THEREFORE, Institution
and Sponsor hereby agree as follows:

       

       

      1. Unless
otherwise specifically provided herein, all terms used and capitalized in this
Amendment, but which are not defined herein, shall be deemed to have the
respective meanings set forth in the Research Agreement.

       

      2. Section
6.1 of the Research Agreement is hereby amended, in its entirety, as
follows:

       

      “Sponsor
shall pay a fee of One Hundred Sixty-Six Thousand and Sixty-Six Dollars
($166,666) to Institution for the Renewal Term (as defined in Section 7 hereof)
in two (2) equal installments of Eighty-Three Thousand Three Hundred and
Thirty-Three Dollars U.S. ($83,333), with the first payment due upon execution
of the amendment, dated May 28th, 2008, to this Agreement and the remaining
payment due six (6) months thereafter.”

       

      3. Section 7
of the Research Agreement is hereby amended, in its entirety, as
follows:

       

      “The
initial term of the Agreement shall be extended, and shall continue in effect,
until November 10, 2008 (the “First Renewal Term”),
unless sooner terminated in accordance with the provisions of Section 8 of the
Agreement.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      4. Except as
amended hereby, the Research Agreement, and the terms and provisions thereof,
shall remain in full force and effect.

       

      5. This
Amendment shall not be effective until executed by the parties hereto and may be
executed in several counterparts, each of which will constitute an original
instrument and all of which will together shall constitute one and the same
instrument.

       

      6. This
Amendment shall be construed, interpreted, applied and governed in all respects
in accordance with the laws of the State of Ohio, without regard to such State’s
conflicts or choice of laws provisions.

      


       

      [Signature
page follows.]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the
parties hereto have caused this First Amendment to be duly executed as of the
day and year first above written.

       

       

    

    
      
        	 	

                THE
      OHIO STATE UNIVERSITY RESEARCH FOUNDATION

              
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Kristy
      A. Baker	 
	 	 	Name: Kristy
      A. Baker	 
	 	 	Title: Director,
      Office for Business
      & Industry Contracts
	 	 	 	 


      

    

    
       

      
        
          	 	

                  

                    NEUROLOGIX,
      INC.

                  

                
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ John
      E. Mordock	 
	 	 	

                  Name:
      John E. Mordock

                	 
	 	 	

                  Title:
      President
      and Chief Executive Officer

                
	 	 	 	 


        

      

      
         

        
          
            	
                     

                  	
                    By:
      

                  	/s/ Marc
      L. Panoff	 
	 	 	

                    Name:
      Marc L. Panoff

                  	 
	 	 	

                    Title:
      Chief Financial Officer, Treasurer and Secretary

                  
	 	 	 	 


          

        

        
           

          
            
              	 	

                      

                        Read
      & Understood

                      

                    
	 	 	 	 
	
                       

                    	

                      /s/
Dr.      Mathew During

                    	 
	 	

                      Dr.
      Mathew During