Exhibit 10.1






EXHIBIT 10.1




November 9, 2010




Matthew J. During, MD, DSc

Professor and Director

The Ohio State University

Human Cancer Genetics Program

BRT 912, 460 West 12th Street

Columbus, OH 43210




Dear Dr. During:




Reference is hereby made to the Consulting Agreement, dated as of October 1, 1999, by and
between you and Neurologix, Inc. (the “Company”), as amended on October 8, 2003, April 30,
2004, June 27, 2006, October 1, 2007, October 3, 2008 and August 31, 2009 (the Consulting
Agreement, as amended to date, is hereafter referred to as the “Consulting Agreement”).
Capitalized terms used herein but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Consulting Agreement.



As you are aware the term of the Consulting Agreement ended on September 30, 2010.
Notwithstanding such termination the Company desires to continue without interruption your
relationship as a consultant to the Company on the terms and conditions set forth in the Consulting
Agreement. In connection therewith the Company is sending you this letter (this
“Amendment”) in order to properly amend the Consulting Agreement, effective as of September
30, 2010, as follows:



1. Section 4 of the Consulting Agreement is amended and restated, effective as of September
30, 2010, to read as follows:



“4. Term and Termination. The term of this Agreement shall end on September 30, 2011,
unless earlier terminated for cause (including any breach of any agreement between the parties) by
either party upon thirty (30) days’ prior written notice to the other party; provided,
that, the Consultant’s obligations set forth in Sections 3(c), 5 and 7 of this Agreement
shall survive any such termination and the Company’s obligations set forth in Sections 3(a) and
3(b) of this Agreement with respect to services rendered by the Consultant during the term of this
Agreement shall survive any such termination.”



2.      (a) Except as amended by the terms of this Amendment, all of your and the Company’s
respective rights and obligations under the Consulting Agreement and the related Confidentiality,
Proprietary Information and Inventions Agreement, dated as of October 1, 1999, between yourself and
the Company, shall be deemed preserved by this Amendment, without modification or reduction, and
shall be deemed to have continued uninterrupted and unimpaired from and after September 30, 2010.



(b) You acknowledge and confirm that the representations and warranties made by you in Section
6 of the Consulting Agreement are true and correct as of the date of this Amendment.


 


 









 





3. This Amendment shall be governed by, and construed pursuant to, the laws of the State of
New York applicable to agreements made and to be performed wholly within such State.



4. This Amendment may be executed in one or more counterparts, each of which shall be
considered an original instrument, but all of which shall be considered one and the same agreement.
This Amendment may be executed by, and become effective upon, the delivery by facsimile or e-mail
(in .pdf format) of copies of the signatures of the parties hereto.



Please indicate your acceptance of the foregoing by signing below.



Very truly yours,




	 	 	 	 	 
	NEUROLOGIX, INC.

 	 	 
	By:  	/s/ Marc L. Panoff
 	 	 
	 	Marc L. Panoff 	 	 
	 	Chief Financial Officer 	 	 
	 
	ACCEPTED AND AGREED:

 	 	 
	/s/ Matthew J. During
 	 	 
	Dr. Matthew During