NEUROLOGIX,
INC.


 


January
25, 2012


Matthew J. During, M.D., D.Sc.


Professor and Director


The Ohio State University


Human Cancer Genetics Program


BRT 912, 460 West 12th Street


Columbus, OH 43210


 


Re: Amendment
to Consulting Agreement 


Dear
Dr. During: 


This
letter (this “Amendment”) effective as of January 25, 2012, amends that certain Consulting Agreement, dated
as of October 1, 1999 (as amended, restated, supplemented or otherwise modified from time to time, the “Consulting Agreement”),
by and between you and Neurologix, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in the Consulting Agreement.


 


WHEREAS,
the Company is exploring certain strategic alternatives in order to facilitate the consummation of a Liquidity Event (as defined
herein); and




WHEREAS, in connection with achieving such Liquidity Event, the Company desires to amend
your compensation arrangement under the Consulting Agreement, solely upon the terms and conditions set forth herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed
as follows:


 


1.Section
2 of the Consulting Agreement is hereby amended by adding a new subsection (d) to the end thereof as follows:


 


“(d)The
Consultant shall (i) advise the Company on strategy and tactics to be used to engage in discussions with potential strategic parties
in order to facilitate the consummation of a Liquidity Event and (ii) provide advice and assistance in connection with a Liquidity
Event, including, at the Company’s reasonable request, assisting in presentations to, and discussions with, potential strategic
parties and the Company’s Board of Directors.”






    	 



    	 



    
 


 


2.Section
2 of the Consulting Agreement is hereby amended by adding the following paragraph at the end thereof as follows:


 


“For
purposes of this Agreement, the term “Liquidity Event” shall mean (i) any merger, consolidation, reorganization
or other business combination pursuant to which the business of the Company is combined with that of one or more purchasers or
sellers or one or more persons formed by, or affiliated with, a purchaser or seller, (ii) the acquisition, directly or indirectly,
by one or more purchasers of more than 50% of the capital stock of the Company, by way of negotiated purchase or any other means
(but specifically excluding any purchase of capital stock from the Company for the purposes of capital raising), (iii) the acquisition,
directly or indirectly, by one or more purchasers of all or substantially all of the assets of the Company, or (iv) any licensing,
collaboration, partnership, joint venture, strategic alliance or similar transaction, business association or relationship with
one or more strategic parties with respect to the development, commercialization, marketing, promotion, sale and/or distribution
of the Company’s gene therapy product for the treatment of Parkinson’s disease. The Consultant and the Company acknowledge
and agree that a “Liquidity Event” shall not include any debt or equity offerings that shall only result in the continued
financing and operation of the Company. 


 


3.Section
3 of the Consulting Agreement is hereby amended by deleting it in its entirety and replacing it with the following:


 


“3.
Compensation.


 


(a)In
consideration for the Consultant’s services hereunder, upon the successful achievement of a Liquidity Event with a pharmaceutical,
biotechnology, medical device company or any other third party, the Consultant shall receive, in
lieu of, and in complete satisfaction of, all other compensation for services and all other payments whatsoever that the Consultant
may otherwise have a claim to, whether under the Consulting Agreement or otherwise, an amount (the “Consideration”)
equal to three and one-half percent (3.5%) of the aggregate consideration received by the Company or its stockholders, as applicable,
in such Liquidity Event, whether structured as an up-front payment, milestone payments or any combination thereof. No payment of
Consideration shall be made to the Consultant until the Consultant has executed and delivered to the Company a release substantially
in the form of Attachment 1 attached hereto. Once due hereunder, each payment shall be paid to the Consultant within fifteen
(15) days of receipt by the Company or its stockholders, as applicable, in the same form and manner as received by the stockholders
of the Company.





 


(b)The Company
shall reimburse the Consultant for all reasonable travel and related expenses required for the performance of the Consultant’s
services hereunder if approved in advance and upon presentation of satisfactory invoices and receipts therefor.


 


(c)The Consultant
shall be solely responsible for all reporting and paying of any and all federal, state and local taxes, contributions and withholding
and any other claim to or arising out of any compensation paid by the Company to the Consultant hereunder.”



    	2



    	 



    






 





4.In the event that
the Company does not successfully achieve a Liquidity Event, the Company shall continue to be responsible for making all payments
owed to the Consultant, including all accrued but unpaid quarterly payments under the Consulting Agreement, as in effect prior
to this Amendment.







 


5.Except as amended
by this Amendment, the Consulting Agreement and the related Confidentiality, Proprietary Information and Inventions Agreement,
dated as of October 1, 1999, between you and the Company (as amended, restated, supplemented or otherwise modified from time to
time), and each provision thereof, are hereby ratified and confirmed in every respect and shall continue in full force and effect.


 





6.This Amendment shall
be governed by, and construed in accordance with, the laws of the State of New York, without regard to its principles of conflicts
of laws.


 


7.This Amendment may
be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute
one and the same instrument. This Amendment may be executed by the delivery of facsimile or .pdf copies of the signatures of the
parties hereto.







 


 


[Remainder of Page Intentionally Left Blank;
Signature Page Follows]






    	3



    	 



    
 





IN WITNESS
WHEREOF, the parties have caused this Amendment to be executed as of the date first written above.


 


NEUROLOGIX, INC.


By: /s/ Clark A. Johnson_______________


Name: Clark A. Johnson


Title: Chief Executive Officer


 


 


 


By: /s/ Marc L. Panoff_______________


Name: Marc L. Panoff


Title: Chief Financial Officer


 


Accepted and Agreed:





/s/ Matthew J. During__________________

Matthew J. During, M.D., D.Sc.






    	 



    	 



    



Attachment 1


RELEASE


In
consideration for the promise by NEUROLOGIX, INC., a Delaware corporation (the “Company”), to pay the Consideration
as set forth and defined in the Consulting Agreement, dated as of October 1, 1999, between the Company, and Dr. Matthew J. During
(as amended, restated, supplemented or otherwise modified from time to time, the “Consulting Agreement”), the
undersigned DR. MATTHEW J. DURING, for himself and his heirs, legal representatives, successors and assigns (collectively, the
“During Parties”), hereby fully and irrevocably releases, acquits and discharges the Company, together with
its past, present and future stockholders, directors, officers, employees, agents, representatives, subsidiaries, parent and affiliate
entities, predecessors, successors, and assigns (collectively, the “Released Parties”), irrevocably from any
and all liabilities, damages, losses, obligations, rights, actions, claims, defenses, debts, demands, costs, contracts, allegations
and causes of action, whether known or unknown, suspected or unsuspected, latent or patent, direct or indirect, at law or in equity,
which the During Parties had, now have, or may have against the Released Parties, except for (i) any claims and rights to indemnification
or insurance coverage that the During Parties have or may have (past, present and future) in relationship to Company activities,
(ii) any obligations on the part of the Company to defend and hold harmless the During Parties from and against any past, current
or future legal action or litigation arising out of the During Parties’ activities on behalf of, and authorized by, the Company,
including, but not limited to, any litigation associated with subjects involved in clinical trials, including Robert Zeman, (iii)
the expense reimbursement described in Section 3(b) of the Consulting Agreement, (iv) the right to enforce the terms of
this Release and (v) any claims arising after the execution of this Agreement (other than claims specifically related to compensation,
which claims the undersigned hereby acknowledges are forever released and discharged). 


This
Release shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles
of conflict of laws.


Capitalized
terms used herein and not otherwise defined herein shall have the meanings ascribed to them in that certain Amendment to Consulting
Agreement, dated as of January 25, 2012, by and between the Company and Dr. Matthew J. During.


WITNESS
the execution hereof as an instrument under seal this 25th day of January, 2012.







	 	By: 	/s/ Matthew J. During
	 	 	Matthew J. During, M.D., D.Sc.