Unassociated Document


    

      Exhibit
        10.5

       

      [Neurologix
        Letterhead]

       

      


       

      November
        8, 2007

       

      Via
        Facsimile & Federal Express

       

      DaimlerChrysler
        Corporation Master Retirement Trust

      1000
        Chrysler Drive

      Auburn
        Hills, MI  48326-2766

      


      
        	
                Re:

              	
                Proposed
                  Series D Stock Financing

              


      

       

      Ladies
        and Gentlemen:

       

      Reference
        is made to the (i) Stock and Warrant Subscription Agreement (“Subscription
        Agreement”), dated as of May 10, 2006, by and among Neurologix, Inc.
        (“Company”), General Electric Pension Trust (“GE”),
        DaimlerChrysler Corporation Master Retirement Trust and certain funds managed
        by
        ProMed Asset Management LLC (collectively, “ProMed”) and (ii) Certificate
        of Designations, Preferences and Rights of Series C Convertible Preferred
        Stock
        of the Company (“Series C Certificate”).

       

      General.  As
        you know, the Company is proposing to issue and sell up to $25 million of
        its
        shares of Series D Convertible Preferred Stock, par value $0.10 per share
        (“Series D Stock”), substantially on the terms and conditions set forth
        on the term sheet (“Series D Term Sheet”) attached hereto as Annex
        A.  As part of the issue and sale of the Series D Stock, all of
        the Company’s Series C Convertible Preferred Stock, par value $0.10 per share
        (“Series C Stock”), held by a holder thereof who is purchasing at least
        the same dollar amount of Series D Stock as its initial purchase of Series
        C
        Stock, will, effective on the Series D Closing (as hereinafter defined),
        be
        automatically converted (the “Series C Conversion”) into (i) a number of
        shares of Series D Stock to be determined by giving effect to the weighted
        average anti-dilution protection afforded to the Series C Stock upon issuance
        of
        the Series D Stock and (ii) a number of shares of Series C Stock to provide
        additional consideration to account for the difference between the weighted
        average anti-dilution protection (as afforded to the Series C Stock) and
        full
        ratchet anti-dilution protection.  For your convenience, the Company
        has enclosed herein a sample analysis of the calculation of the Series C
        Conversion based on GE’s intended purchase of $5 million of Series D
        Stock.  Also, the Company, as a condition of its issuance of the
        Series D Stock, is requesting that you and the other holders of the Series
        C
        Stock consent to such issuance and to certain amendments to the Series C
        Certificate and to the Subscription Agreement, as more fully described
        herein.

       

      This
        letter shall serve as our offer to you of your right to subscribe for shares
        of
        Series D Stock pursuant to the Subscription Agreement and as our solicitation
        of
        your consent to the issuance of the Series D Stock and to the amendments
        of the
        Series C Certificate and the

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      Subscription
        Agreement.  The Company understands that GE intends to purchase $5
        million of the Series D Stock.  The Company also understands that GE
        will consent to the sale of the Series D Stock and to the proposed amendments
        to
        the Subscription Agreement and the Series C Certificate described
        herein.  Based on our discussions, you have indicated that you do not
        intend to purchase shares of the Series D Stock, but that you will consent
        to
        the issuance of the Series D Stock, on substantially the terms and conditions
        set forth on the Series D Term Sheet, and to the amendments to the Subscription
        Agreement and the Series C Certificate as described herein.   In
        consideration therefor, the Company will issue to you 175,000 shares of common
        stock, par value $0.001 per share (“Common Stock”), at the closing (the
“Series D Closing”) of the sale of the Series D Stock.  If
        ProMed does not elect to purchase shares of Series D Stock, but does consent
        to
        the sale of the Series D Stock and the amendments to the Subscription Agreement
        and the Series C Certificate, the Company will issue to it 17,017 shares
        of
        Common Stock at the Series D Closing.

       

      Right
        of First Refusal.  Section 3.1 of the
        Subscription Agreement requires the Company to offer you the opportunity
        to
        purchase shares of Series D Stock substantially on the terms and conditions
        set
        forth on the Series D Term Sheet prior to a sale of such shares and, pursuant
        thereto, the Company is hereby making you such offer.  The Company
        understands that you have elected not to participate in the proposed sale
        of the
        Series D Stock.  If the Company is incorrect and you wish to purchase
        shares of the Series D Stock, pursuant to Section 3.1 of the Subscription
        Agreement, you have fifteen (15) days from the date hereof to inform the
        Company
        in writing of your intention to purchase such shares.

       

      Consent
        to Series D Stock Issuance.  Section
        D(2) of the Series C Certificate requires your consent prior to the
        authorization, creation and issuance by the Company of the Series D
        Stock.  Your acknowledgment below indicates your consent to such
        issuance and sale, substantially on the terms set forth in the Series D Term
        Sheet.

       

      Subscription
        Agreement Amendment.  The Company is
        proposing to amend certain sections of the Subscription Agreement as set
        forth
        below.

       

      First,
        the Company is proposing to amend Section 3.1(a) of the Subscription Agreement
        so that all holders of Series C Stock and all holders of Series D Stock will
        be
        entitled to participate, pro rata, in the right of first refusal set forth
        therein in respect of the Offered Securities (as defined
        therein).  Under Section 6.2 of the Subscription Agreement, your
        consent is required for such an amendment.  Your acknowledgment below
        indicates your acceptance of the following amendment to clause (x) of Section
        3.1(a) of the Subscription Agreement (the underlined portion reflecting the
        amended portion):

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      “...
        (x)
        that portion of the Offered Securities as the number of shares of Common
        Stock
        held by such Offeree (including shares then issuable upon the exercise on
        conversion of outstanding exercisable or convertible equity securities) bears
        to
        the number of shares of Common Stock held by all Offerees and all holders of
        the Company’s securities having rights pari passu with such Offerees
        (including shares then issuable upon the exercise on conversion of outstanding
        exercisable or convertible securities) (the “Basic Amount”)...”

       

      Second,
        the Company is proposing to amend Section 3.1(c)(i) of the Subscription
        Agreement to extend  the period between the expiration of the 15-day
        notice period to holders of the Series C Stock of a potential stock sale
        and the
        closing of the sale from 45 days to 75 days.  Under Section 6.2 of the
        Subscription Agreement, your consent is required for such an
        amendment.  Your acknowledgment below indicates your acceptance of the
        following amendment to the third line of Section 3.1(c)(i) of the Subscription
        Agreement (the underlined portion reflecting the amended portion):

       

      “1⁄4Company
        shall have
seventy five (75) days from the expiration of the fifteen (15) day
        period1⁄4”

       

      Third,
        the Company is proposing to amend Section 3.2(a) of the Subscription Agreement
        so that all holders of Series C Stock and all holders of Series D Stock will
        be
        entitled to participate, pro rata, in the right of first refusal set forth
        therein in respect of any equity securities of the Company (or any option,
        warrant or other right relating thereto) proposed to be sold by a Holder
        (as
        defined therein).  Under Section 6.2 of the Subscription Agreement,
        your consent is required for such an amendment.  For such amendment to
        become effective as to a Holder, the consent of such Holder will be
        required.  The Company will use reasonable efforts to obtain such
        consent.  Your acknowledgment below indicates your acceptance of the
        following amendment to the fourth sentence of Section 3.2(a) of the Subscription
        Agreement (the underlined portion reflecting the amended portion):

       

      “...and
        the denominator of which is the aggregate number of shares of such Common
        Stock
        then held by all the Investors and all holders of the Company’s securities
        having rights pari passu with such Investors (including shares then issuable
        upon the exercise or conversion of outstanding exercisable or convertible
        securities).”

       

      Fourth,
        the Company is proposing to amend Section 3.3 of the Subscription Agreement
        so
        that all holders of Series C Stock and all holders of Series D Stock will
        be
        treated, on a pari passu basis, in connection with any tag-along rights
        associated with any sale of the Company’s securities by a
        Holder.  Under Section 6.2 of the Subscription Agreement, your consent
        is required for such an amendment. For such amendment to become effective
        as to
        a Holder, the consent of such Holder will be required.  The Company
        will use reasonable efforts to obtain such consent.  Your
        acknowledgment below indicates your acceptance of the following amendment
        to the
        fourth sentence of Section 3.3 of the Subscription Agreement (the underlined
        portion reflecting the amended portion):

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      “...and
        the denominator of which is the aggregate number of shares of such Common
        Stock
        held by the Holder, by all of the participating Investors and by all
        participating holders of the Company’s securities having rights pari passu with
        such Investors (including shares then issuable upon the exercise or
        conversion of outstanding exercisable or convertible securities).”

       

      Fifth,
        the Company is proposing to amend Section 3.9(a)(i)(x) of the Subscription
        Agreement to increase the required percentage of Registrable Securities (as
        defined therein) held by the Investors (as defined therein) necessary to
        request
        a Demand Registration Statement (as defined therein) from forty percent (40%)
        to
        eighty percent (80%).  Under Section 6.2 of the Subscription
        Agreement, your consent is required for such an amendment.  Your
        acknowledgment below indicates your acceptance of the following amendment
        to the
        first sentence of Section 3.9(a)(i)(x) of the Subscription Agreement (the
        underlined portion reflecting the amended portion):

       

      “...upon
        the request of any Investor or Investors holding Registrable Securities (as
        defined below) constituting at least eighty percent (80%) in interest of
        all Registrable Securities then outstanding...”

       

      Series
        C Certificate Amendments.  The Company
        is hereby proposing to amend certain sections of the Series C Certificate
        to be
        conditioned and effective upon the Series D Closing, and your consent is
        required to effectuate such amendments.  All of such amendments,
        together with minor correction changes, are reflected in the Amended and
        Restated Series C Certificate attached hereto as Annex B (“Restated
        Certificate”).  Such amendments will become effective, and the
        Restated Certificate will be filed, immediately prior to, and subject to,
        the
        Series D Closing.  Your acknowledgment below will indicate your
        consent to each of such amendments and your approval of the Restated
        Certificate.

       

      Such
        amendments to the Restated Certificate principally consist of the
        following:

       

      
        	
                 

              	
                ·

              	
                Section
                  B is to be amended to provide for a 9% semi-annual cash dividend
                  payable
                  in lieu of the PIK Dividends (as defined in the Series C Certificate)
                  currently payable on the Series C Stock and the participating dividends
                  on
                  the Series C Stock provided for in Sections B(2) and
                  B(3).

              


      

       

      
        	
                 

              	
                ·

              	
                A
                  new Section B(2) has been added to allow the Company to pay accrued
                  and
                  unpaid dividends in either cash or shares of Common Stock upon
                  a
                  conversion of Series C Stock.

              


      

       

      
        	
                 

              	
                ·

              	
                Section
                  D(2) is to be amended to change the provision requiring the consent
                  of at
                  least 70% of the holders of shares of Series C Stock for the
                  authorization, creation or issuance of any security or convertible
                  security that is pari passu with, or senior to, the Series C Stock
                  so that
                  it is only applicable with respect to the issuance of a security
                  that is
                  junior to the Series D Stock.

              


      

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      
        	
                 

              	
                ·

              	
                Section
                  E(2)(b) is added to provide for the Series C Conversion with the
                  actual
                  number of shares of Series D Stock and additional shares of Series
                  C Stock
                  to be determined in accordance with the analysis enclosed herewith
                  and
                  inserted therein once the Series D Conversion Price (as such term
                  is
                  defined in the Series D Term Sheet) is determined immediately prior
                  to the
                  Series D Closing.  Section E(3)(b) is added to provide for the
                  mechanics of the Series C
                  Conversion.

              


      

       

      Your
        acknowledgement below will constitute your consent and acceptance of the
        matters
        described herein.  Accordingly, please sign the copy of this letter
        enclosed for such purpose in the designated space below and return it to
        the
        Company.

       

      
        	 	
                Sincerely,

              	 
	 	 	 	 
	 	 	 	 
	 	/s/ Marc
                Panoff	 
	 	Marc L. Panoff	 
	 	Chief Financial
                Officer	 
	 	 	 	 


      

    

     

    Consented
      and Accepted:

    


    DAIMLERCHRYSLER
      CORPORATION MASTER RETIREMENT TRUST

    


    State
      Street Bank and Trust Company as Trustee of the DaimlerChrysler Corporation
      Master Retirement Trust

      
        	
              	 
	 	 	 
	
                By:
                  

              	/s/ Steve
                Sovany	 
	 	Name: Steve
                Sovany	 
	 	Title: V.P.	 
	 	 	 


      

       

    

    Cc:  Heather
      Mowat, State Street Corporation

            David
      Schwartz, Debevoise & Plimpton, LLP