NEUROLOGIX,
INC.


January
26, 2012


Michael G. Kaplitt, M.D., Ph.D.


Department of Neurosurgery


Weill Medical College of Cornell University


525 E. 68th Street


New York, NY 10021


 


Re: Amendment
to Consulting Agreement 


Dear
Dr. Kaplitt: 


This
letter (this “Amendment”) effective as of January 26, 2012, amends that certain Amended and Restated Consulting
Agreement, dated as of April 25, 2005 (as amended, restated, supplemented or otherwise modified from time to time, the “Consulting
Agreement”), by and between you and Neurologix Research, Inc., the predecessor by merger to 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 Neurologix 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 Neurologix’s reasonable request, assisting in presentations to, and discussions with, potential strategic
parties and Neurologix’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 Neurologix 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 Neurologix, by way of negotiated purchase or any other means (but specifically
excluding any purchase of capital stock from Neurologix 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 Neurologix, 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 Neurologix’s
gene therapy product for the treatment of Parkinson’s disease. The Consultant and Neurologix 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 Neurologix.”



    	 



    	 



    



 


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 Neurologix 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 Neurologix 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
Neurologix or its stockholders, as applicable, in the same form and manner as received by the stockholders of Neurologix.


 


(b)Neurologix
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 Neurologix to the Consultant hereunder.”



    	 



    	 



    






 





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 Neurologix Research, Inc. (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]






    	 



    	 



    



 


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/ Michael G. Kaplitt__________________

Michael G. Kaplitt, M.D., Ph.D.






    	 



    	 



    
 


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 Amended and Restated Consulting Agreement, dated as of April 25, 2005, between Neurologix Research
Inc., the predecessor by merger to the Company, and Dr. Michael G. Kaplitt (as amended, restated, supplemented or otherwise modified
from time to time, the “Consulting Agreement”), the undersigned DR. MICHAEL G. KAPLITT, for himself and his
heirs, legal representatives, successors and assigns (collectively, the “Kaplitt 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 Kaplitt Parties had, now have, or may have against the Released
Parties, except for except for (i) any claims and rights to indemnification or insurance coverage that the Kaplitt 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 Kaplitt Parties from and against any past, current or future legal action or litigation arising out
of the Kaplitt 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 26, 2012, by and between the Company and Dr. Michael Kaplitt.


WITNESS
the execution hereof as an instrument under seal this 26th day of January, 2012.





	 	 
	 	By: 	/s/ Michael
G. Kaplitt
	 	 	Michael
G. Kaplitt, M.D., Ph.D.