Unassociated Document


     

    Exhibit
10.1

     

    
      


      LICENSE
AGREEMENT

BETWEEN

       

      NEUROLOGIX,
INC.


      


      AND

       

      CORNELL
UNIVERSITY

       

      FOR


      


      DOCKET
NO. D-4374

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          TABLE OF
CONTENTS

           

          Page



        
          
            
              	
                      Recitals

                    	
                      1

                    
	
                      Article
      1. Definitions

                    	
                      2

                    
	
                      Article
      2. Grants

                    	
                      3

                    
	
                      Article
      3. Consideration

                    	
                      5

                    
	
                      Article
      4. Reports, Records And Payments

                    	
                      7

                    
	
                      Article
      5. Patent Matters

                    	
                      10

                    
	
                      Article
      6. Governmental Matters

                    	
                      12

                    
	
                      Article
      7. Termination Of The Agreement

                    	
                      12

                    
	
                      Article
      8. Limited Warranty, Representations And Indemnification

                    	
                      13

                    
	
                      Article
      9. Use Of Names And Trademarks

                    	
                      16

                    
	
                      Article
      10. Miscellaneous Provisions

                    	
                      17

                    
	Appendix
      A  D-4374 Pending Patent Applications Filed as of Effective
      Date 	
                       22

                    


            

          

        

        
           

           

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      LICENSE
AGREEMENT

       

      This
agreement ("Agreement") is made by and between Neurologix, Inc., a Delaware
corporation having an address at One Bridge Plaza, Fort Lee, NJ 07024
("LICENSEE"),  and Cornell University (“Cornell”) as represented by
its Cornell Center for Technology Enterprise and Commercialization having an
address at 395 Pine Tree Road, Suite 310, Ithaca, NY 14850
("CCTEC").

       

      This
Agreement is effective on the date of the last signature (“Effective
Date”).

       

      RECITALS

       

      WHEREAS, the inventions
disclosed in Disclosure Docket No. D-4374 and titled “Gene Therapy for Major
Depression” (“Invention”) were made in the course of research at Cornell by Dr.
Michael Kaplitt and his associates (hereinafter and collectively, the
“Inventors”) and are covered by Patent Rights as defined below;

       

      WHEREAS, the development of
the Invention was sponsored in part by LICENSEE pursuant to the Clinical Study
Agreement, dated as of July 2, 2003, as amended (the “Clinical Study
Agreement”), between Cornell and LICENSEE;

       

      WHEREAS, the Inventors are
employees of Cornell, and they are obligated to assign all of their rights,
title and interest in the Invention to the Cornell Research Foundation (“CRF”)
or to Cornell and have done so;

       

      WHEREAS, CRF has engaged
CCTEC to manage the Invention, in whole or in part, assigned to CRF or to
Cornell and has fully authorized CCTEC to manage all rights subsisting therein
and to enter into any agreement granting such rights to advance the missions of
Cornell;

       

      WHEREAS, CCTEC is the
officially authorized unit at Cornell to manage the Invention and to grant
rights subsisting therein for Cornell and CRF;

       

      WHEREAS, Cornell desires that
the Invention be developed and utilized to the fullest possible extent so that
its benefits can be enjoyed by the general public;

       

      WHEREAS, LICENSEE desires to
obtain certain rights from Cornell for commercial development, use, and sale of
the Invention, and Cornell is willing to grant such rights; and

       

      WHEREAS, LICENSEE understands
that Cornell may publish or otherwise disseminate information concerning the
Invention at any time and that LICENSEE is paying consideration hereunder for
its early access to the Invention, the associated intellectual property rights,
not continued secrecy therein.

       

      NOW, THEREFORE, the parties
agree:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
1.

       

      DEFINITIONS

       

       

      The
terms, as defined herein, shall have the same meanings in both their singular
and plural forms.

       

      1.1           “Affiliate”
means any corporation or other business entity in which LICENSEE owns or
controls, directly or indirectly, at least twenty percent (20%) of the
outstanding stock or other voting rights entitled to elect directors or in which
LICENSEE is owned or controlled, directly or indirectly, by at least twenty
percent (20%) of the outstanding stock or other voting rights entitled to elect
directors; but in any country where the local law does not permit foreign equity
participation of at least twenty percent (20%), then an “Affiliate” includes any
company in which LICENSEE owns or controls, or is owned or controlled by,
directly or indirectly, the maximum percentage of outstanding stock or voting
rights permitted by local law.

       

      1.2           “Sublicense”
means an agreement into which LICENSEE enters with a third party that is not an
Affiliate for the purpose of (i) granting certain rights; (ii) granting an
option to certain rights; or (iii) forbearing the exercise of any rights,
granted to LICENSEE under this Agreement after Effective Date. “Sublicensee”
means a third party with whom LICENSEE enters into a Sublicense.

       

      1.3           “Field”
means the treatment of psychiatric conditions.

       

      1.4           “Territory”
means world-wide.

       

      1.5           “Term”
means the period of time beginning on Effective Date and ending on the
expiration date of the longest-lived patent in Patent Rights.

       

      1.6           “Patent
Rights” mean CRF’s or Cornell’s rights in any of the
following:  ########*.

       

      1.7           “IND”
means an investigational new drug application filed or to be filed with the
United States Food and Drug Administration (“FDA”) or any equivalent foreign
agency in respect of a Licensed Product.

       

      1.8           “Sponsor
Rights” mean all the applicable provisions of any license to the United States
Government executed by CRF or Cornell and the overriding obligations to the US
Government under 35 U.S.C. §§ 200-212 and the overriding obligations to
LICENSEE under the Clinical Study Agreement.

       

      1.9           “Licensed
Method” means any method that is claimed in Patent Rights where the use of which
would constitute, but for the license granted to LICENSEE under this Agreement,
an infringement, an inducement to infringe or contributory infringement, of any
pending or issued claim within Patent Rights.

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
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      1.10           “Licensed
Product” means any service, composition or product that is claimed in Patent
Rights, or that is produced or enabled by a Licensed Method, or the manufacture,
use, sale, offer for sale, or importation of which would constitute, but for the
license granted to LICENSEE under this Agreement, an infringement, an inducement
to infringe or contributory infringement, of any pending or issued claim within
the Patent Rights.

       

      1.11           “Net
Sales” mean the total of the gross invoice prices of Licensed Products sold or
leased by LICENSEE, any Sublicensee, any Affiliate, or any combination thereof,
less the sum of the following actual and customary deductions where applicable
and separately listed:  cash, trade, or quantity discounts; sales,
use, tariff, import/export duties or other excise taxes imposed on sales (except
for value-added and income taxes imposed on the sales of Licensed Products in
foreign countries); transportation charges; or allowances or credits to
customers because of rejections or returns. For purposes of calculating Net
Sales, sales or transfers to a Sublicensee or an Affiliate of Licensed Products
for (i) end use (but not resale) by the Sublicensee or the Affiliate shall be
treated as sales by LICENSEE at the list price of LICENSEE in an arms-length
transaction, or (ii) resale for end use by a Sublicensee or an Affiliate shall
be treated as sales at the list price of the Sublicensee or
Affiliate.

       

      1.12           “Patent
Costs” mean all out-of-pocket expenses for the preparation, filing, prosecution,
and maintenance of all United States and foreign patent applications and patents
included in Patent Rights. Patent Costs shall also include reasonable
out-of-pocket expenses for patentability opinions, inventorship review and
determination, preparation and prosecution of patent applications,
re-examination, re-issue, interference, opposition activities related to patents
or applications in Patent Rights plus a patent service fee equal to fifteen
percent (15%) of the legal fees paid by Cornell or CRF for patent
prosecution.

       

      ARTICLE
2.

       

      GRANTS

       

      2.1           License.

       

      (a)           Subject
to LICENSEE’s compliance with Paragraph 3.2 and the Sponsor's Rights, Cornell
hereby grants to LICENSEE, and LICENSEE hereby accepts, a license under Patent
Rights to make and have made, to use and have used, to sell and have sold, to
offer for sale, and to import and have imported Licensed Products and to
practice Licensed Methods in the Field within the Territory during the
Term.

       

      (b)           The
license granted herein is exclusive for Patent Rights.

       

      (c)           
LICENSEE may extend the rights granted above to its Affiliates, provided that
LICENSEE shall first provide to Cornell a written assurance from each of its
Affiliates to the effect that they will comply with all applicable terms and
conditions of this Agreement and all obligations of LICENSEE
hereunder.

       

      
        
          
          

        

        
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      2.2           Sublicense.

       

      (a)           The
license granted in Paragraph 2.1 includes the right of LICENSEE to grant
Sublicenses to third parties during the Term, except with respect to specific
uses of the Patent Rights in the Field which are excluded pursuant to Paragraph
3.3(c).

       

      (b)           With
respect to any Sublicense granted pursuant to Paragraph 2.2(a), LICENSEE
shall:

       

      (i)           not
receive, or agree to receive, anything of value in lieu of cash as consideration
from a third party under such Sublicense without the express written consent
of  Cornell;

       

      (ii)           to
the extent applicable, include all of the rights of and obligations due to
Cornell contained in this Agreement;

       

      (iii)           promptly
provide Cornell with a copy of each Sublicense issued and of each amendment made
to any Sublicense; and

       

      (iv)           collect
and guarantee payment of all payments due, directly or indirectly, to Cornell
from Sublicensees and summarize and deliver all reports due, directly or
indirectly, to Cornell from Sublicensees.

       

      (c)           Unless
a Sublicensee receives written consent from Cornell prior to its issuance by
LICENSEE to a Sublicensee, Cornell, at its sole discretion, shall determine
whether LICENSEE shall cancel or assign to Cornell said Sublicense upon
termination of this Agreement for any reason.

       

      (d)           This
paragraph is intentionally left blank.

       

      2.3           Reservation of
Rights.  Cornell reserves the right to:

       

      (a)           use
the Invention and Patent Rights for educational and non-commercial research
purposes;

       

      (b)           publish
or otherwise disseminate any information about the Invention at any time;
and

       

      (c)           allow
other nonprofit institutions to use the Invention and Patent Rights, other than
Enabled Patent Rights as hereinafter defined, for educational and research
purposes.

       

      
        
          
          

        

        
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      ARTICLE
3.

       

      CONSIDERATION

       

      3.1           Fees and
Royalties.                                                      

       

      (a)           LICENSEE
shall pay Cornell:

       

      (i)           a
license issue fee of
########* on the Effective Date;

       

      (ii)           license maintenance fees,
payable to Cornell on each anniversary of the Effective Date according to the
following schedule;  provided, however, that LICENSEE's obligation to
pay this fee shall end on the date when LICENSEE  is commercially
selling a Licensed Product:  ########*;

       

      (iii)           milestone payments in the
following amounts payable per Licensed Product according to the following
events:  ########*

       

       

      All such
milestone payments shall be made within sixty (60) days after the occurrence of
an above-mentioned event;

       

      (iv)           an
earned royalty of
########*;

       

      (v)           a
percentage of all Sublicense
fees received by LICENSEE from its Sublicenses that are not earned
royalties according to the following schedule:  ########*

       

      To the
extent that any Licensed Product is comprised of technology reflecting the
Patent Rights and patent or proprietary rights of others (the “Other Patent
Holders”) for which LICENSEE pays royalties, then any Sublicense fees payable by
LICENSEE hereunder shall be allocated by LICENSEE among Cornell and the Other
Patent Holders in a manner that consistently and equitably reflects the
contribution that the technology covered by the Sublicense makes to the Licensed
Product.  Cornell will have the opportunity to review and comment on
any such allocation made by LICENSEE.  If Cornell disagrees on the
allocation then, Cornell and LICENSEE would agree to undertake good faith
efforts to resolve the disagreement among themselves, failing which, the
disagreement will be resolved by arbitration.  All payments of such
non-royalty Sublicense fees shall be made within sixty (60) days of receipt of
the Sublicense fees by LICENSEE; and

       

      (vi)           beginning
the calendar year of commercial sales of the first Licensed Product by LICENSEE,
its Sublicensee, or an Affiliate and if the total earned royalties paid by
LICENSEE under Paragraph 3.1(a) (iv) to Cornell in any such year cumulatively
amounts to less than ########* (“minimum annual royalty”),
LICENSEE shall pay to Cornell a minimum annual royalty on or before February 28
following the last quarter of such year ########*.

       

      (b)           Notwithstanding
the foregoing, any royalties that have accrued for Licensed Products that have
been sold and delivered to, but not paid for by, the recipient, shall be
deducted from, or offset against, future royalty payments to be made by LICENSEE
to Cornell.

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
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      (c)           Except
as otherwise specified in Paragraph 3.1(a), all other fees and royalty payments
specified in Paragraph 3.1(a) shall be paid by LICENSEE pursuant to Paragraph
4.3 and shall be delivered by LICENSEE to Cornell as noted in Paragraph
10.1.

       

      3.2           Patent Costs.

       

      (a)           LICENSEE
shall reimburse Cornell for all past (prior to the Effective Date) and future
(on or after the Effective Date) Patent Costs within thirty (30) days following
the date that an itemized invoice is sent from Cornell to LICENSEE.

       

      (b)           Past
Patent Costs are approximately ########* as of June 11, 2008.

       

      3.3           Due Diligence.

       

      (a)           LICENSEE
shall, either directly or through its Affiliate(s) or Sublicensee(s), diligently
proceed with the development, manufacture and sale of one or more Licensed
Products and make  reasonable efforts to comply with the
following:

       

      (i)           initiate
and complete the testing of a Licensed Product in rodents within two (2) years
of the Effective Date;

       

      (ii)           submit
an IND covering a Licensed Product to the FDA within four (4) years of the
Effective Date;

       

      (iii)           initiate
a Phase I clinical trial of a Licensed Product within five (5) years of the
Effective Date;

       

      (iv)           initiate
a Phase II clinical trial of a Licensed Product within seven (7) years of the
Effective Date;

       

      (v)           initiate
a Phase III clinical trial of a Licensed Product within ten (10) years of the
Effective Date; and

       

      (vi)           obtain
all necessary governmental approvals for the manufacture, use and sale of
Licensed Products.

       

      (b)           So
long as LICENSEE is and has been diligently proceeding with the development,
manufacture and sale of one or more Licensed Products, the failure by LICENSEE
to complete, when due, any of the milestones specified in Paragraphs
3.3(a)(i)-(vi) shall not constitute a breach of, or failure to perform under,
this Agreement, and Cornell shall not have a right to terminate this Agreement
or the license granted to LICENSEE hereunder pursuant to Paragraph 7.1(a) or
otherwise.  However, if LICENSEE is not diligently proceeding with the
development, manufacture and sale of one or more Licensed Products, then Cornell
reserves the right and option to either terminate this Agreement or change
LICENSEE’s exclusive license to a nonexclusive license.

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
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      (c)           If
at any time during the Term, Cornell receives one or more earnest offers to
license Patent Rights from one or more third parties for a specific use not then
being provided by LICENSEE, Cornell shall refer such offers to
LICENSEE.  If LICENSEE fails to (i) promptly begin a genuine product
or business development program for a Licensed Product for such specific use or
(ii) promptly grant Sublicenses to satisfy the market demand for said specific
use, Cornell may then exclude said specific use from the license and license
such rights to such third parties.

       

      3.4           Research
Support.  During the Term, LICENSEE agrees to continue to
provide research support in annual amounts of no less than ########* under the Clinical Study Agreement, on the
terms set forth therein.

       

      ARTICLE
4.

       

      REPORTS,
RECORDS AND PAYMENTS

       

      4.1           Reports.

       

      (a)           Progress Reports.

       

      (i)           Beginning
six months after the Effective Date and ending on the date of first commercial
sale of a Licensed Product in the United States, LICENSEE shall report to
Cornell its progress covering LICENSEE's (and each Affiliate's and
Sublicensee's) activities for the preceding six (6) months to develop and test
Licensed Products and obtain governmental approvals necessary for marketing the
same.  Such semi-annual reports shall be due within sixty (60) days of
the reporting period and include a summary of work completed, a summary of work
in progress, a current schedule of anticipated events or milestones, market
plans for introduction of the Licensed Products, and a summary of resources
(dollar value) spent in the reporting period.

       

      (ii)           LICENSEE
shall also report to Cornell, in its immediately subsequent progress report, the
date of the first commercial sale of a Licensed Product in each
country.

       

      (b)           Royalty
Reports.  After the first commercial sale of a Licensed Product
anywhere in the world, LICENSEE shall submit to Cornell quarterly royalty
reports on or before each February 28, May 31, August 31 and November 30 of each
year. Each royalty report shall cover LICENSEE's (and each Affiliate's and
Sublicensee's) most recently completed calendar quarter and shall
show:

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
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      (i)           the
gross sales, deductions as provided in Paragraph 1.11, and Net Sales during the
most recently completed calendar quarter and the royalties, in US dollars,
payable with respect thereto;

       

      (ii)           the
number of each type of Licensed Product sold;

       

      (iii)           Sublicense
fees and royalties received during the most recently completed calendar quarter
in US dollars, payable with respect thereto;

       

      (iv)           the
method used to calculate the royalties; and

       

      (v)           the
exchange rates used.

       

      If no
sales of Licensed Products have been made and no Sublicense revenue has been
received by LICENSEE during any reporting period, LICENSEE shall so
report.

       

      4.2           Records &
Audits.

       

      (a)           LICENSEE
shall keep, and shall require its Affiliates and Sublicensees to keep, accurate
and correct records of all Licensed Products manufactured, used, and sold, and
Sublicense fees received under this Agreement.  Such records shall be
retained by LICENSEE for at least five (5) years following a given reporting
period.

       

      (b)           All
records shall be available during normal business hours for inspection at the
expense of Cornell by Cornell’s Internal Audit Department or by a Certified
Public Accountant selected by Cornell and in compliance with the other terms of
this Agreement for the sole purpose of verifying reports and payments or other
compliance issues. Such inspector shall not disclose to Cornell any information
other than information relating to the accuracy of reports and payments made
under this Agreement or other compliance issues. In the event that any such
inspection shows an under reporting and underpayment in excess of five percent
(5%) for any twelve-month (12-month) period, then LICENSEE shall pay the cost of
the audit as well as any additional sum that would have been payable to Cornell
had the LICENSEE reported correctly, plus an interest charge at a rate of
########*.  Such interest shall be calculated
from the date the correct payment was due to Cornell up to the date when such
payment is actually made by LICENSEE.  For underpayment not in excess
of five percent (5%) for any twelve-month (12-month) period, LICENSEE shall pay
the difference within thirty (30) days without inspection
cost.  Cornell shall be permitted to exercise its right to review
LICENSEE’s records one (1) time in each calendar year, and Cornell shall provide
reasonable advance notice to LICENSEE of its intent to exercise such
right.

      
_____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
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      4.3           Payments.

       

      (a)           All
fees, reimbursements and royalties due Cornell shall be paid in United States
dollars and all checks shall be made payable to “Cornell University”,
referencing Cornell's taxpayer identification number, ########*, and sent to Cornell according to Paragraph
10.1 (Correspondence). When Licensed Products are sold in currencies other than
United States dollars, LICENSEE shall first determine the earned royalty in the
currency of the country in which Licensed Products were sold and then convert
the amount into equivalent United States funds, using the exchange rate quoted
in the Wall Street Journal on the last business day of the applicable reporting
period.

       

      (b)           Royalty
payments under Paragraph 3(a)(iv) shall be made as follows:

       

      (i)           royalties
shall accrue when Licensed Products are invoiced, or if not invoiced, when
delivered to a third party or an Affiliate;

       

      (ii)           LICENSEE
shall pay earned royalties quarterly on or before February 28, May 31, August 31
and November 30 of each calendar year. Each such payment shall be for Net Sales
occurring within LICENSEE's most recently completed calendar
quarter;

       

      (iii)           royalties
earned on Net Sales in any country outside the United States shall not be
reduced by LICENSEE for any taxes, fees, or other charges imposed by the
government of such country on the payment of royalty income, except that all
payments made by LICENSEE in fulfillment of Cornell's tax liability in any
particular country may be deducted from or credited against earned royalties or
fees due Cornell. LICENSEE shall pay all bank charges resulting from the
transfer of such royalty payments;

       

      (iv)           if
at any time legal restrictions prevent the prompt remittance of part or all
royalties by LICENSEE with respect to any country where a Licensed Product is
sold or a Sublicense is granted pursuant to this Agreement, LICENSEE shall
convert the amount owed to Cornell into US currency and shall pay Cornell
directly from its US sources of funds for as long as the legal restrictions
apply;

       

      (v)           this
paragraph is intentionally left blank; and

       

      (vi)           in
the event that any patent or patent claim within Patent Rights is held invalid
in a final decision by a patent office from which no appeal or additional patent
prosecution has been or can be taken, or by a court of competent jurisdiction
and last resort from which no appeal has or can be taken, all obligation to pay
royalties based solely on that patent or claim or any claim patentably
indistinct therefrom shall cease as of the date of such final decision. LICENSEE
shall not, however, be relieved from paying any royalties that accrued before
the date of such final decision that are based on another patent or claim not
involved in such final decision.

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
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      (c)           In
the event that royalty, reimbursement and/or fee payments are not received by
Cornell when due, LICENSEE shall pay to Cornell interest charges at a rate of
########*. Such interest shall be calculated from the
date payment was due until actually received by Cornell.

       

      ARTICLE
5.

       

      PATENT
MATTERS

       

      5.1           Patent Prosecution and
Maintenance.

       

      (a)           Provided
that LICENSEE has reimbursed Cornell for Patent Costs pursuant to Paragraph 3.2,
Cornell shall diligently prosecute and maintain the United States and, if
available, foreign patents, and applications in Patent Rights using counsel of
its choice, which counsel shall be reasonably satisfactory to
LICENSEE.  Cornell shall provide LICENSEE with copies of all relevant
documentation relating to such prosecution and LICENSEE shall keep this
documentation confidential. The counsel shall take instructions only from
Cornell, and all patents and patent applications in Patent Rights shall be
assigned solely to CRF or Cornell.

       

      (b)           LICENSEE
shall have reasonable opportunities to participate in all material decisions
with respect to the filing, prosecution and maintenance of patents and patent
applications in the Patent Rights.  Cornell shall consider amending
any patent application in Patent Rights to include claims reasonably requested
by LICENSEE to protect the products contemplated to be sold as Licensed Products
by LICENSEE under this Agreement.

       

      (c)           LICENSEE
may elect to terminate its reimbursement obligations with respect to any patent
application or patent in Patent Rights upon three (3) months' written notice to
Cornell.  Cornell shall use reasonable efforts to curtail further
Patent Costs for such application or patent when such notice of termination is
received from LICENSEE. Cornell, in its sole discretion and at its sole expense,
may continue prosecution and maintenance of said application or patent, and
LICENSEE shall have no further license with respect thereto. Non-payment of any
portion of Patent Costs with respect to any application or patent may be deemed
by Cornell as an election by LICENSEE to terminate its reimbursement obligations
with respect to such application or patent. Cornell is not obligated to file,
prosecute, or maintain Patent Rights to which LICENSEE has terminated its
license hereunder.

       

      (d)           LICENSEE
shall apply for an extension of the term of any patent in Patent Rights if
appropriate under the Drug Price Competition and Patent Term Restoration Act of
1984 and/or European, Japanese and other foreign counterparts of this
law.  LICENSEE shall prepare all documents for such application, and
Cornell shall  execute such documents and shall take any other
additional action as LICENSEE reasonably requests in connection
therewith.

       

      
        _____________________________

        
          * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

        

         

      

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

      

      5.2           Patent
Infringement.

       

      (a)           If
LICENSEE learns of any substantial infringement of Patent Rights, LICENSEE shall
so inform Cornell and provide them with reasonable evidence of the infringement.
Neither party shall notify a third party of the infringement of Patent Rights
without the consent of the other party. Both parties shall use reasonable
efforts and cooperation to terminate the infringement without
litigation.

       

      (b)           LICENSEE
may request Cornell to take legal action against such third party for the
infringement of Patent Rights in the Field and within the Territory. Such
request shall be made in writing and shall include reasonable evidence of such
infringement and damages to LICENSEE. If the infringing activity has not abated
ninety (90) days following LICENSEE’s request, Cornell shall elect to or not to
commence suit on its own account. Cornell shall give notice of its election in
writing to LICENSEE by the end of the one-hundredth (100th) day after receiving
notice of such request from LICENSEE. LICENSEE may thereafter bring suit for
patent infringement at its own expense, if and only if Cornell elects not to
commence suit.  If LICENSEE elects to bring suit, Cornell and/or CRF
may join that suit at its own expense.

       

      (c)           Recoveries
from actions brought pursuant to Paragraph 5.2(b) shall belong to the party
bringing suit. Legal actions brought jointly by CRF and/or Cornell and LICENSEE,
and fully participated in by both, shall be at the joint expense of the parties
and all recoveries shall be shared jointly by them in proportion to the share of
expense paid by each party.

       

      (d)           Each
party shall cooperate with the other in litigation proceedings at the expense of
the party bringing suit. Litigation shall be controlled by the party bringing
the suit, except that CRF and/or Cornell, at their own expense, may be
represented by counsel of its choice in any suit brought by
LICENSEE.

       

      (e)           Neither
Cornell or CRF nor LICENSEE shall enter into a settlement, consent judgment or
other voluntary final disposition of any suit in which infringement of any of
the Patent Rights is claimed without the prior written consent of the other
parties, which consent shall not be unreasonably withheld, conditioned or
delayed.

       

      5.3           Patent
Marking.  LICENSEE shall mark all Licensed Products made, used
or sold under the terms of this Agreement, or their containers, in accordance
with the applicable patent marking laws.

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      ARTICLE
6.

       

      GOVERNMENTAL
MATTERS

       

      6.1           Governmental Approval or
Registration.  If this Agreement or any associated transaction
is required by the law of any nation to be either approved or registered with
any governmental agency, LICENSEE shall assume all legal obligations to do so.
LICENSEE shall notify Cornell if it becomes aware that this Agreement is subject
to a United States or foreign government reporting or approval
requirement.  LICENSEE shall make all necessary filings and pay all
costs including fees, penalties, and all other out-of-pocket costs associated
with such reporting or approval process.

       

      6.2           Export Control
Laws.  LICENSEE shall observe all applicable United States and
foreign laws with respect to the transfer of Licensed Products and related
technical data to foreign countries, including, without limitation, the
International Traffic in Arms Regulations and the Export Administration
Regulations.

       

      ARTICLE
7.

       

      TERMINATION
OF THE AGREEMENT

       

      7.1           Termination by
Cornell.

       

      (a)           If
LICENSEE fails to perform or violates, in any  material respect, any
term of this Agreement, then Cornell may give written notice of default (“Notice
of Default”) to LICENSEE. If LICENSEE fails to cure the default within sixty
(60) days of the Notice of Default, Cornell may terminate this Agreement and the
license granted herein by a second written notice (“Notice of Termination”) to
LICENSEE. If a Notice of Termination is sent to LICENSEE, this Agreement shall
automatically terminate on the effective date of that notice. Termination shall
not relieve LICENSEE of its obligation to pay any fees owed at the time of
termination and shall not impair any accrued right of Cornell.

       

      (b)           This
Agreement will terminate immediately, without the obligation to provide written
notices as set forth in Paragraph 7.1(a), if LICENSEE files a claim including in
any way the assertion that any portion of CRF's or Cornell’s Patent Rights is
invalid or unenforceable where the filing is by the LICENSEE, a third party on
behalf of the LICENSEE, or a third party at the written urging of the
LICENSEE.

       

      7.2           Termination by
LICENSEE.

       

      (a)           LICENSEE
shall have the right at any time and for any reason to terminate this Agreement
upon a ninety (90) days’ written notice to Cornell. Said notice shall state
LICENSEE’s reason for terminating this Agreement.

       

      (b)           Any
termination under Paragraph 7.2(a) shall not relieve LICENSEE of any obligation
or liability accrued under this Agreement prior to termination or rescind any
payment made to Cornell or action by LICENSEE prior to the time termination
becomes effective. Termination shall not affect in any manner any rights of
Cornell or CRF arising under this Agreement prior to termination.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      7.3           Survival on
Termination.  The following Paragraphs and Articles shall
survive the termination of this Agreement:

       

      (a)           Article
4 (REPORTS, RECORDS AND PAYMENTS);

       

      (b)           Paragraph
5.2 (Patent Infringement);

       

      (c)           Paragraph
7.4 (Disposition of Licensed Products on Hand);

       

      (d)           Article
8 (LIMITED WARRANTY, REPRESENTATIONS AND INDEMNITY);

       

      (e)           Article
9 (USE OF NAMES AND TRADEMARKS);

       

      (f)           Paragraph
10.2 hereof (Secrecy); and

       

      (g)           Paragraph
10.5 (Failure to Perform).

       

      7.4           Disposition of Licensed Products on
Hand.  Upon termination of this Agreement, LICENSEE may dispose
of all previously made or partially made Licensed Products within a period of
one hundred and twenty (120) days of the effective date of such termination,
provided that the sale of such Licensed Products by LICENSEE, its Sublicensees,
or Affiliates shall be subject to the terms of this Agreement, including but not
limited to, the rendering of reports and payment of royalties required under
this Agreement.

       

      7.5           Grant Back to
Cornell.   If LICENSEE files any patent applications or
has patents issued to it based on work made possible by the exercise of its
rights under this Agreement (“Enabled Patent Rights”), upon termination of this
Agreement by Cornell due to a breach of the Agreement by LICENSEE prior to the
natural expiration of the Term, LICENSEE shall notify Cornell of the Enabled
Patent Rights and shall further grant to Cornell a fully paid-up, irrevocable,
non-exclusive license to the Enabled Patent Rights with the right to grant
Sublicenses to third parties.

       

      ARTICLE
8.

       

      LIMITED
WARRANTY, REPRESENTATIONS AND INDEMNIFICATION

       

      8.1           Limited Warranty.

       

      (a)           Cornell
warrants that it has the lawful right to grant this license.

       

      (b)           The
license granted herein is provided “AS IS” and without WARRANTY OF
MERCHANTABILITY or WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE or, except as
provided in this Agreement, any other warranty, express or implied. Cornell
makes no representation or warranty that the Licensed Product, Licensed Method
or the use of Patent Rights will not infringe any other patent or other
proprietary rights.

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (c)           In
no event shall Cornell or CRF be liable for any incidental, special or
consequential damages resulting from exercise of the license granted herein or
the use of the Invention, Licensed Products or Licensed Methods.

       

      (d)           Nothing
in this Agreement shall be construed as:

       

      (i)           a
warranty or representation by Cornell or CRF as to the validity or scope of any
Patent Rights;

       

      (ii)           a
warranty or representation that anything made, used, sold or otherwise disposed
of under any license granted in this Agreement is or shall be free from
infringement of patents of third parties;

       

      (iii)           an
obligation to bring or prosecute actions or suits against third parties for
patent infringement except as provided in Paragraph 5.2 hereof;

       

      (iv)           conferring
by implication, estoppel or otherwise any license or rights under any patents of
CRF or Cornell other than Patent Rights as defined in this Agreement, regardless
of whether those patents are dominant or subordinate to Patent Rights;
or

       

      (v)           an
obligation to furnish any know-how not provided in Patent Rights.

       

      8.2           Representations.  Cornell
represents and warrants to LICENSEE that:

       

      (a)           Appendix
A, attached hereto, contains a summary of all Patent Rights as of the Effective
Date;

       

      (b)           Cornell
has not granted any option, license, right or interest in or to the Patent
Rights in the Field, and that the execution and delivery of this Agreement and
the performance of its obligations hereunder do not violate or breach any other
agreement to which Cornell is bound;

       

      (c)           To
the best of Cornell's knowledge, with respect to the Patent Rights that exist as
of the Effective Date, Cornell has not received any notice of a claim alleging
that any of the Patent Rights infringes or otherwise violates any intellectual
property or proprietary right of any third party;

       

      (d)           As
of the Effective Date, Cornell has not received any notice that any person or
entity (excluding for this purpose LICENSEE) is infringing the Patent
Rights;

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (e)           The
Inventors of the subject matter claimed are named in the patents and patent
applications within the Patent Rights, and all such inventors have irrevocably
assigned all their rights and interests therein to Cornell; and

       

      (f)           As
of the Effective Date, Cornell has not received any notice that a patent
application within the Patent Rights is the subject of any pending interference,
opposition, cancellation, protest or other challenge or adversarial
proceeding.

       

      8.3           Indemnification.

       

      (a)           Cornell
shall indemnify, hold harmless and defend, LICENSEE, its officers, directors,
employees, agents, representatives, Affiliates and Sublicensees (collectively,
“Licensee Indemnitees”) from and against any liabilities, claims, suits, losses,
damages, costs, fees, and expenses (collectively, “Claims”) resulting from or
arising out of the gross negligence or willful misconduct of Cornell or any of
its respective officers, directors, employees agents or
representatives.

       

      (b)           LICENSEE
shall indemnify, hold harmless and defend CRF, Cornell, its officers, employees,
and agents; the sponsors of the research that led to the Invention; and the
Inventors of the patents and patent applications in Patent Rights and their
employers (collectively, “Cornell Indemnitees”) against any and all Claims,
resulting from or arising out of exercise of this license or any Sublicense.
This indemnification shall include, but not be limited to, any product
liability.

       

      (c)           A
Cornell Indemnitee shall promptly notify LICENSEE (the “Indemnitor”) of any
Claim with respect to which such Cornell Indemnitee is seeking indemnification
hereunder, and permit the Indemnitor, at Indemnitor’s cost, to defend against
such Claim and shall reasonably cooperate in the defense
thereof.  Neither the Indemnitor nor Cornell Indemnitee shall enter
into, or permit, any settlement of any Claim without the express written consent
of the other, which consent shall not be unreasonably withheld, conditioned or
delayed.  The Cornell Indemnitee may, at its option and expense, have
its own counsel participate in any proceeding which is under the direction of
the Indemnitor and will reasonably cooperate with the Indemnitor or its insurer
in the disposition of any such matter; provided, that if the Indemnitor shall
not defend such Claim, the Cornell Indemnitee shall have the right to defend
such Claim on its own behalf and recover from the Indemnitor all reasonable
attorneys’ fees and expenses incurred by the Cornell Indemnitee during the
course of such defense.

       

      (d)           
LICENSEE, at its sole cost and expense, shall insure its activities in
connection with the work under this Agreement and obtain, keep in force and
maintain insurance or an equivalent program of self insurance as
follows:

       

      (i)           comprehensive
or commercial general liability insurance (contractual liability included) with
limits of at least:  (A) each occurrence, ########*; (B) products/completed operations aggregate,
########*; (C) personal and advertising injury,
########*; and (D)
general aggregate (commercial form only), ########*;
and

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (ii)           the
coverage and limits referred to above shall not in any way limit the liability
of LICENSEE.

       

      (e)           LICENSEE
shall, within ninety (90) days of the Effective Date, furnish Cornell with
certificates of insurance showing compliance with all requirements. Such
certificates shall: (i) provide for thirty (30) day advance written notice to
Cornell of any modification; (ii) indicate that Cornell has been endorsed as an
additional insured party under the coverage referred to above; and (iii) include
a provision that the coverage shall be primary and it shall not participate with
nor shall it be excess over any valid and collectable insurance or program of
self-insurance carried or maintained by Cornell.

       

      (f)           Cornell
shall notify LICENSEE in writing of any claim or suit brought against CRF or
Cornell in respect of which Cornell intends to invoke the provisions of this
Article. LICENSEE shall keep Cornell informed on a current basis of its defense
of any claims under this Article.

       

      ARTICLE
9.

       

      USE
OF NAMES AND TRADEMARKS

       

      9.1           Nothing
contained in this Agreement confers any right to use in advertising, publicity,
or other promotional activities any name, trade name, trademark, or other
designation of either party hereto (including contraction, abbreviation or
simulation of any of the foregoing). Unless required by law, the use by LICENSEE
of the name “Cornell University” or “Cornell Research Foundation” is prohibited,
without the express written consent of Cornell.

       

      9.2           Cornell
may disclose to the Inventors the terms and conditions of this Agreement upon
their request. If such disclosure is made, Cornell shall request that the
Inventors not disclose such terms and conditions to others.

       

      9.3           Cornell
may acknowledge the existence of this Agreement and the extent of the grant in
Article 2 to third parties, but Cornell shall not disclose the financial terms
of this Agreement to third parties, except where CRF or Cornell is required by
law or the order of a court of competent jurisdiction to do so.

       

      9.4           LICENSEE
may acknowledge or make press releases regarding the existence of this Agreement
and the extent of the grant in Article 2, but LICENSEE shall not disclose the
financial terms of this Agreement except where LICENSEE is required by law or
the order of a court of competent jurisdiction to do so. To the extent that
LICENSEE refers to or describes Cornell in any press release, LICENSEE shall
provide Cornell an opportunity to review such press release prior to
dissemination or distribution.

       

      
        

        

      

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      ARTICLE
10.

       

      MISCELLANEOUS
PROVISIONS

       

      10.1           Correspondence.  Any
notice, invoice or payment required to be given to either party under this
Agreement shall be deemed to have been properly given and
effective:

       

      (a)           on
the date of delivery if delivered in person or by courier;

       

      (b)           on
the date of successful transmission if sent by facsimile;

       

      (c)           one
(1) day after the successful transmission in pdf file format if sent by
electronic mail using the Internet; or

       

      (d)           five
(5) days after mailing if mailed by first-class or certified mail, postage paid,
to the respective addresses given below, or to such other address as is
designated by written notice given to the other party.

       

      If sent to LICENSEE:

      


      Neurologix, Inc.

      Attention: Marc Panoff

      One Bridge Plaza

      Fort Lee, NJ 07024

      TEL: 201-592-6451

      FAX: 201-592-0366

      EMAIL: marcpanoff@neurologix.net

       

      with a
copy of all correspondence except patent correspondence,
payments and invoices (which shall not constitute notice)
to:

       

      


      Katten Muchin Rosenman,
LLP

      Attention:  Evan L.
Greebel

      575 Madison Avenue

      New York,
NY  10022-2585

      Tel: (212) 940-8800

      Fax:  (212)
940-8776

      Email:
evan.greebel@kattenlaw.com

      


       If sent to
Cornell:

      


      For all correspondence except payments
-

      


      Cornell Center for Technology
Enterprise and Commercialization

      Attention: Executive
Director

      395 Pine Tree Road, Suite
310

      Ithaca, NY 14850

      FAX: 607-254-5454

      TEL: 607-254-5236

      EMAIL:
cctecconnect@cornell.edu

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      For all payments
-

      


      If sent by
mail:

      Cornell Center for Technology
Enterprise and Commercialization

      PO Box 6899

      Ithaca, NY 14850-6899

      


      If remitted by electronic
payments via ACH or Fed Wire: 

      


      
        	
                Receiving
      bank name:

              	
                Tompkins
      Trust Co.

              
	
                Bank
      account no.:

              	
                ########*

              
	
                Bank
      routing (ABA) no.:

              	
                ########*

              
	
                Bank
      account name:

              	
                ########*

              
	
                Bank
      ACH format code:

              	
                Not
      required

              
	
                Bank
      address:

              	
                P.O.
      460, Ithaca, NY  14850

              
	
                Additional
      information:

              	
                Reference
      ########*

                Agreement
      No.: ########* 

                Department
      contact:  Lewis Goodwin

              


      

       

      A FAX
copy of the transaction receipt should be sent to Associate Director for Finance
and Operations at:  607-254-5454. LICENSEE is responsible for all bank
charges of wire transfer of funds for payments. The bank charges should not be
deducted from the total amount due to Cornell.

       

      10.2           Secrecy.

       

      (a)           “Confidential
Information” shall mean information relating to the Invention and disclosed
by Cornell to LICENSEE during the term of this Agreement, which if disclosed in
writing shall be marked “Confidential”, or if first disclosed otherwise, shall
within thirty (30) days of such disclosure be reduced to writing by Cornell and
sent to LICENSEE.

       

      (b)           LICENSEE
shall:

       

      (i)           use
the Confidential Information for the sole purpose of performing under the terms
of this Agreement;

       

      (ii)           safeguard
Confidential Information against disclosure to others with the same degree of
care as it exercises with its own data of a similar nature; and

       

      _____________________________

      
        * ######## = Material omitted pursuant
to a request for Confidential Treatment and filed separately with the Commission
on the date of filing of this Form 8-K.

      

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (iii)           not
disclose Confidential Information to others (except to its employees, agents or
consultants, Affiliates and Sublicensees who are bound to LICENSEE by a like
obligation of confidentiality) without the express written permission of
Cornell, except that LICENSEE shall not be prevented from using or disclosing
any of the Confidential Information that:

       

      
        	
                 
      

              	
                (A)

              	
                LICENSEE
      can demonstrate by written records was previously known to
    it;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                is
      now, or becomes in the future, public knowledge other than through acts or
      omissions of LICENSEE;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                is
      lawfully obtained by LICENSEE from sources independent of Cornell;
      or

              


      

       

      
        	
                 
      

              	
                (D)

              	
                is
      required to be disclosed by law or a court of competent
      jurisdiction.

              


      

       

      (c)           The
secrecy obligations of LICENSEE with respect to Confidential Information shall
continue for a period ending five (5) years from the termination date of this
Agreement.

       

      10.3           Assignability.  This
Agreement may not be assigned by Cornell or LICENSEE without the written consent
of the other parties, except for an assignment or transfer to (i) an Affiliate
or (ii) a purchaser or successor-in-interest in the event of a merger,
consolidation, or sale of substantially all of LICENSEE’s stock or assets or
business and/or pursuant to any reorganization qualifying under Section 368 of
the Internal Revenue Code of 1986, as amended, provided that such
successor-in-interest or purchaser agrees in writing to assume all of LICENSEE’s
obligations under this Agreement.  Each party to this Agreement shall
provide written notice to the other pursuant to Section 10.1 of this Agreement,
at least fifteen (15) calendar days prior to any assignment of this
Agreement.

       

      10.4           No Waiver.  No
waiver by either party of any breach or default of any covenant or agreement set
forth in this Agreement shall be deemed a waiver as to any subsequent and/or
similar breach or default.

       

      10.5           Failure to
Perform.  In the event of a failure of performance due under
this Agreement and if it becomes necessary for either party to undertake legal
action against the other on account thereof, then the prevailing party shall be
entitled to reasonable attorney's fees in addition to costs and necessary
disbursements.

       

      10.6           Governing
Laws.  THIS AGREEMENT SHALL BE INTERPRETED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, but the scope and validity of
any patent or patent application shall be governed by the applicable laws of the
country of the patent or patent application.

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      10.7           Force Majeure.  A
party to this Agreement may be excused from any performance required herein if
such performance is rendered impossible or unfeasible due to any catastrophe or
other major event beyond its reasonable control, including, without limitation,
war, riot, and insurrection; laws, proclamations, edicts, ordinances, or
regulations; strikes, lockouts, or other serious labor disputes; and floods,
fires, explosions, or other natural disasters.  When such events have
abated, the non-performing party's obligations herein shall resume.

       

      10.8           Headings.  The
headings of the several Paragraphs are inserted for convenience of reference
only and are not intended to be a part of or to affect the meaning or
interpretation of this Agreement.

       

      10.9           Entire Agreement. This
Agreement embodies the entire understanding of the parties and supersedes all
previous communications, representations or understandings, either oral or
written, between the parties relating to the subject matter hereof.

       

      10.10         Amendments.  No
amendment or modification of this Agreement shall be valid or binding on the
parties unless made in writing and signed on behalf of each party.

       

      10.11         Severability.  In
the event that any of the provisions contained in this Agreement is held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if the invalid, illegal, or unenforceable
provisions had never been contained in it.

       

      10.12         Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which shall together constitute one and the same
instrument.

       

      10.13         Expenses.  Except as
expressly set forth herein, all expenses incurred by the parties in connection
with this Agreement shall be borne wholly by the party incurring such
expense.

       

      [SIGNATURE
PAGE TO FOLLOW]

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, both Cornell and LICENSEE have executed this Agreement,
in duplicate originals, by their respective and duly authorized officers on the
day and year written.

       

      
        	

                NEUROLOGIX,
      INC.

              	 	

                CORNELL
      UNIVERSITY

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	
                /s/
      John E. Mordock 

              	 	By:  	
                /s/
      Brian J. Kelly

              	 
	 	
                

                  (Signature
      of an authorized officer)

                

              	 	 	
                (Signature
      of an authorized officer)

              	 
	Name:   	John
      E. Mordock 	 	Brian
      J. Kelly, Ph.D.	 
	Title:  	
                President
      & Chief Executive Officer

              	 	

                Director,
      Technology Commercialization and Liaison

              	 


      

    

     

    
      	 	 	 	 	 	 
	By:  	
              /s/
      Marc L. Panoff

            	 	 	 	 
	 	
              

                (Signature
      of an authorized officer)

              

            	 	 	 	 
	Name:   	Marc
      L. Panoff	 	 	 
	Title:  	
              Chief
      Financial Officer

            	 	 	 
	 	 	 	 	 


    

    
      	Date:  	1/13/09 	 	Date:  	January
      7, 2009 	 


    

    

      	

              ATTEST:

            	 	

              ATTEST:

            	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:  	
              /s/
      Rita
      Raftery

            	 	By:  	
              /s/
      Carol J. Dempster

            	 
	 	
              

                

                  (Signature
      of witness)

                

              

            	 	 	
              (Signature
      of witness)

            	 
	

              Name:

            	Rita
      Raftery 	 	Name:  	Carol
      J. Dempster 	 
	Date:  	1/13/09 	 	Date:  	Jan
      7, 2009