Unassociated Document


    Exhibit
      10.4

     

    [Neurologix
      Letterhead]

     

    


     

    November
      8, 2007

     

    Via
      Facsimile & Federal Express

     

    General
      Electric Pension Trust

    GE
      Asset
      Management Incorporated

    3001
      Summer Street

    Stamford,
      CT  06905

    


    
      	
              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, DaimlerChrysler Corporation
      Master Retirement Trust (“DaimlerChrysler”) 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 herewith an analysis of the calculation of the Series C Conversion
      based on your 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 DaimlerChrysler will not be purchasing shares of Series D
      Stock, but will consent to the sale of the Series D Stock and the amendments
      to
      the Subscription Agreement and the Series C Certificate described
      herein.  If DaimlerChrysler gives such consent, the Company will issue
      to it 175,000 shares of common stock, par value $0.001 per share (“Common
      Stock”), at the closing (“Series D Closing”) of the sale of the
      Series D Stock.  If ProMed does not elect to purchase shares of Series
      D Stock on the terms set forth on the Series D Term Sheet, 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 intend to purchase an amount of Series D Stock equal to
      $5
      million.  Accordingly, all of your currently outstanding shares of
      Series C Stock will automatically be converted, upon the Series D Closing,
      pursuant to the Series C Conversion.  Also, your acknowledgement below
      indicates your intent to purchase an amount of Series D Stock equal to $5
      million and not to purchase additional shares of Series D Stock pursuant to
      the
      terms of the Subscription Agreement.  We, of course, acknowledge that
      any binding commitment to acquire your shares of the Series D Stock is subject
      to the execution of definitive agreements relating thereto.

     

    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:

    


    GENERAL
      ELECTRIC PENSION TRUST

    


    By:  GE
      Asset Management Incorporated, its Investment Manager

    
      	
            	 
	 	 	 
	
              By:
                

            	/s/ Daniel
              L.
              Furman	 
	 	Name: Daniel
              L. Furman	 
	 	Title: Vice
              President	 
	 	 	 


    

     

    Cc:
      Edward King, Goodwin Proctor LLP