Unassociated Document


    Exhibit
10.1

     

    SECOND
AMENDMENT TO

    MASTER
SPONSORED RESEARCH AGREEMENT

    


    This
Second Amendment, dated as of October 29, 2008 (this “Second 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 and
Institution agreed to extend the Initial Term of the Research Agreement for a
one-year period ending on November 10, 2008 by a First Amendment to the Research
Agreement, dated May 29th, 2008;

    


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

    


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

    


    2.  Section
7 of the Research Agreement is hereby amended, with the addition of the
following at the end of the section, as follows:

    


    “The
First Renewal Term of the Agreement shall be extended, and shall continue in
effect, until November 10, 2009 (the “Second Renewal Term”), unless sooner
terminated in accordance with the provisions of Section 8 of the
Agreement..”

    


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

    


    4.  This
Second 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 together shall constitute one and the same
instrument.

    


    5. This
Second 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.

     

    Signatures
begin on the following page.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

     

    
      	NEUROLOGIX,
      INC.  	 	
              THE OHIO STATE UNIVERSITY
      

              RESEARCH
      FOUNDATION

            	 
	 	 	 	 
	/s/ Marc
      Panoff 	 	/s/ Kristy A.
      Baker 	 
	By: Marc
      Panoff 	 	By: Kristy A.
      Baker, CRA  	 
	Title: CFO   	 	Title: Director,
      Office for Business & Industry Contracts   	 
	 	 	 	 
	Date: 12/16/08 	 	Date: 12/10/08  	 
	
               

            	 	 	 
	 	 	 	 
	/s/ John
      E. Mordock	 	 	 
	By: John E.
      Mordock  	 	 	 
	Title: President
      and CEO 	 	 	 
	 	 	 	 
	Date: 12/16/08  	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	Read and
      Understood: 	 
	 	 	 	 
	 	 	PRINCIPAL
      INVESTIGATOR 	 
	 	 	 	 
	 	 	/s/ Matthew
      During	 
	 	 	By: Matthew During,
      MD 	 
	 	 	Title: Principal
      Investigator 	 
	 	 	Date: 12/3/08