Unassociated Document


    Exhibit
      10.3

    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE
      SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, OR
      HYPOTHECATED UNLESS AND UNTIL (I) REGISTERED UNDER THE ACT OR, (II) THE
      TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND AN OPINION OF COUNSEL
      IN A FORM REASONABLY SATISFACTORY TO THE ISSUER OF THESE SECURITIES HAS BEEN
      RENDERED.

    


    


    WARRANT

    TO
      PURCHASE COMMON STOCK

    OF

    NEUROLOGIX,
      INC.

    


    (void
      after November 19, 2014)

    


    


    No.
      W-____

    


    THIS
      CERTIFIES THAT, for value received, ____________________ or its registered
      assigns (the “Holder”), from and after the date hereof, and
      subject to the terms and conditions herein set forth, is entitled to purchase
      from Neurologix, Inc., a Delaware corporation (the “Company”),
      at any time before 5:00 p.m. New York City time on November 19, 2014 (the
“Termination Date”), _____________ shares (the “Warrant
      Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), at a price per share equal to the Warrant
      Price (as defined below) upon exercise of this Warrant pursuant to Section
      5
      hereof.  The number of Warrant Shares is subject to adjustment under
      Section 2.

    


    1.           Definitions.  As
      used in this Warrant, the following terms have the definitions ascribed to
      them
      below:

    


    
      	
            	
              (a)

            	
              “Cash
                Shares” shall have the meaning ascribed to them in Section
                5(a).

            


    

     

    
      	
            	
              (b)

            	
              “Issuance
                Date” means November 19,
                2007.

            


    

     

    
      	
            	
              (c)

            	
              “Offering
                Warrants” shall have the meaning ascribed to the term in Section
                8.

            


    

     

    
      	
            	
              (d)

            	
              “Person”
                means any individual, corporation, partnership, limited liability
                company,
                trust, incorporated or unincorporated association, joint venture,
                joint
                stock company, governmental authority or other entity of any kind,
                and
                shall include any successor (by merger or otherwise) of such
                entity.

            


    

     

    
      	
            	
              (e)

            	
              “Registration
                Rights Agreement” means that certain Registration Rights
                Agreement dated as of November 19, 2007, by and among the Company,
                the
                initial Holder of this Warrant, Corriente Master Fund, L.P.,
                DaimlerChrysler Corporation Master Retirement Trust and certain funds
                managed by ProMed Asset Management
                LLC.

            


    

     

    
      	
            	
              (f)

            	
              “Subscription
                Agreement” means that certain Stock and Warrant Subscription
                Agreement dated as of November 19, 2007 between the Company and the
                initial Holder of this Warrant.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       

    

    
      	
            	
              (g)

            	
              “Warrant
                Price” means $1.39 per share subject to adjustment under Section
                2.

            


    

     

    2.           Adjustments
      and Notices.  The Warrant Price and/or the Warrant Shares shall be
      subject to adjustment from time to time in accordance with this Section
      2.  The Warrant Price and/or the Warrant Shares shall be adjusted to
      reflect all of the following events that occur on or after the Issuance
      Date.

    


    (a)           Subdivision,
      Stock Dividends or Combinations.  In case the Company shall at any
      time subdivide the outstanding shares of the Common Stock or shall issue a
      stock
      dividend with respect to the Common Stock, the Warrant Price in effect
      immediately prior to such subdivision or the issuance of such dividend shall
      be
      proportionately decreased, and the number of Warrant Shares for which this
      Warrant may be exercised immediately prior to such subdivision or the issuance
      of such dividend shall be proportionately increased.   In case
      the Company shall at any time combine the outstanding shares of the Common
      Stock, the Warrant Price in effect immediately prior to such combination shall
      be proportionately increased, and the number of Warrant Shares for which this
      Warrant may be exercised immediately prior to such combination shall be
      proportionately decreased.  In each of the foregoing cases, the
      adjustment shall be effective at the close of business on the date of such
      subdivision, dividend or combination, as the case may be.

     

    (b)           Reclassification,
      Exchange, Substitution, In-Kind Distribution.  Upon any
      reclassification (other than a change in par value or from par value to no
      par
      value or from no par value to par value or as a result of a stock dividend
      or
      subdivision, split-up or combination of shares covered in clause (a) above),
      exchange, substitution or other event that results in a change of the number
      and/or class of the securities issuable upon exercise or conversion of this
      Warrant or upon the payment of a dividend in securities or property other than
      shares of the Common Stock, the Holder shall be entitled to receive, upon
      exercise of this Warrant, the number and kind of securities and property that
      the Holder would have received if this Warrant had been exercised immediately
      before the record date for such reclassification, exchange, substitution, or
      other event or immediately prior to the record date for such
      dividend.  The Company or its successor shall promptly issue to the
      Holder a new warrant for such new securities or other property.  The
      new warrant shall provide for adjustments which shall be as nearly equivalent
      as
      may be practicable to the adjustments provided for in this Section 2 including,
      without limitation, adjustments to the Warrant Price and to the number of
      securities or property issuable upon exercise or conversion of the new warrant.
      The provisions of this Section 2(b) shall similarly apply to successive
      reclassifications, exchanges, substitutions, or other events and successive
      dividends.

     

    (c)           Reorganization,
      Merger etc. In case of any merger or consolidation of the Company (where the
      Company is not the surviving Person or where there is a change in or
      distribution with respect to the Common Stock), or sale, transfer or lease
      (but
      not including a transfer or lease by pledge or mortgage to a bona fide lender)
      of all or substantially all of the assets of the Company, the Company, or such
      successor or purchasing corporation, as the case may be, shall, as a condition
      to closing any such reorganization, merger or sale, duly execute and deliver
      to
      the Holder hereof a new warrant so that the Holder shall have the right to
      receive, at a total purchase price not to exceed that payable upon the exercise
      or conversion of the unexercised portion of this Warrant, and in lieu of the
      Warrant Shares theretofore issuable upon exercise or conversion of this Warrant,
      the kind and amount of shares of stock, 

     

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

     

    other
      securities, money and property that would have been receivable upon such
      reorganization, merger or sale by the Holder with respect to the Warrant Shares
      if this Warrant had been exercised immediately before the consummation of such
      transaction.  Such new warrant shall provide for adjustments that
      shall be as nearly equivalent as may be practicable to the adjustments provided
      for in this Section 2.  The provisions of this subparagraph (c) shall
      similarly apply to successive transactions of the type described in this
      subparagraph (c).

     

    (d)           Adjustment
      for Issuance of Shares of Common Stock Below Warrant Price.  If
      the Company shall issue, or be deemed to issue (as provided below), any
      additional shares of Common Stock other than Excluded Stock, as defined below
      (“Additional Shares of Common Stock”), for a consideration per share less than
      $1.16 (excluding
      subdivisions, stock dividends, combinations, reclassifications and
      reorganizations which are covered in Sections 2(a), 2(b) and 2(c) above), the
      Warrant Price shall be reduced concurrent with each such issuance to a price
      calculated as follows:

     

    Adjusted
      Warrant Price =      (Outstanding Stock x Warrant
      Price) + Additional Stock Consideration

            Outstanding
      Stock + No. of Additional Shares of Common Stock

     

    As
      used
      herein:

     

    “Additional
      Stock Consideration” means the consideration received by the Company upon the
      issuance of the Additional Shares of Common Stock.

     

    “Convertible
      Securities” means any evidence of indebtedness, shares or securities, in each
      case convertible into or exchange for Additional Shares of Common
      Stock.

     

    “Excluded
      Stock” means (a) securities issued, or deemed issued (as provided below), to
      directors, officers, employees or consultants of the Company or a subsidiary
      of
      the Company in connection with their service as directors of the Company or
      a
      subsidiary of the Company, their employment by the Company or a subsidiary
      of
      the Company or their retention as consultants by the Company or a subsidiary
      of
      the Company under stock option plans of the Company; (b) shares of Common Stock
      issuable upon exercise of warrants outstanding as of the Issuance Date; (c)
      shares of Common Stock issued, or deemed issued (as provided below), pursuant
      to
      a merger, consolidation or stock or asset acquisition approved by the Company’s
      Board of Directors; (d) the issuance, or deemed issuance, of securities of
      the
      Company for any purpose and in any amount as approved by the holders of Offering
      Warrants exercisable for seventy (70%) percent of the Warrant Shares issuable
      upon exercise of the then outstanding Offering Warrants; (e) shares issued,
      or
      deemed issued, to persons or entities in connection with a strategic
      partnership, joint venture or other similar agreement with the Company, provided
      such issuances are primarily for other than equity financing purposes and are
      approved by a two-thirds majority of the members of the Board of Directors;
      (f)
      shares issued, or deemed issued, pursuant to any equipment leasing arrangement
      or debt financing from a bank or similar institution approved by a two-thirds
      majority of the members of the Board of Directors; provided such financing
      is
      primarily for non-equity financing purposes; (g) shares of Common Stock issued
      or issuable upon exercise of the Offering Warrants; and (h) shares of Common
      Stock issued or issuable upon conversion of the Series C Convertible Preferred
      Stock or the Series D Convertible Preferred Stock.

    


    “No.
      of
      Additional Shares of Common Stock” means the number of units of Additional
      Shares of Common Stock issued in connection with the issuance of the
      same.

     

    “Options”
      means rights, options or warrants to subscribe for, purchase or otherwise
      acquire shares of Common Stock or Convertible Securities.

     

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

     

    “Outstanding
      Stock” means the total number of shares of Common Stock outstanding plus the
      total number of shares of Common Stock issuable upon conversion or exercise
      of
      outstanding Convertible Securities (including this Warrant, all other warrants
      and any Options) immediately prior to the issuance of the Additional Shares
      of
      Common Stock; provided that the number of shares of Common Stock
      outstanding at any given time shall not include shares owned or held by or
      for
      the account of the Company.

     

    No
      adjustment in the Warrant Price need be made if such adjustment would result
      in
      a change in the Warrant Price of less than $0.001.  Any such
      adjustment which is not made shall be carried forward and shall be made at
      the
      time of and together with any subsequent adjustment which, on a cumulative
      basis, amounts to an adjustment of $0.001 or more in the Warrant
      Price.  No adjustment in the Warrant Price of this Warrant shall be
      made in respect of the issuance of Additional Shares of Common Stock unless
      the
      consideration per share for such Additional Shares of Common Stock issued or
      deemed to be issued (as provided below) by the Company is less than the Warrant
      Price then in effect on the date of, and immediately prior to, such issue,
      for
      this Warrant.

    


    For
      purposes of making any adjustment required under this Section 2(d), the
      consideration received by the Company for any issue or sale of securities shall
      (a) to the extent that it consists of cash be computed as the amount of cash
      received by the Company without deduction of any underwriting or similar
      commissions, compensation or concessions paid or allowed by the Company in
      connection with such issue or sale, (b) to the extent that it consists of
      property other than cash, be computed at the fair market value of that property
      as determined in good faith by the Board of Directors, and (c) if Additional
      Shares of Common Stock, Convertible Securities or rights or Options are issued
      or sold together with other securities or other assets of the Company for a
      consideration which covers both, be computed (as provided in clauses (a) and
      (b)
      above) as the portion of the consideration so received that may be reasonably
      determined in good faith by the Board of Directors to be allocable to such
      Additional Shares of Common Stock, Convertible Securities or rights or
      Options.

     

    If
      the
      holders of seventy percent (70%) in interest of the Offering Warrants shall,
      in
      good faith, disagree with any determination made by the Board of Directors
      of
      the Company of the fair market value of any property (including without
      limitation any securities other than shares of Common Stock) pursuant to the
      Offering Warrants (such holders hereinafter referred to as the “Requesting
      Holders”), and such disagreement is in respect of property valued by the Board
      of Directors of the Company at more than $500,000, then the Requesting Holders
      may by written notice to the Company (an “Appraisal Notice”), given within 15
      days after notice to the holders of the Offering Warrants following such
      determination, elect to contest such determination; provided, however, that
      the
      holders of the Offering Warrants may not seek appraisal or any determination
      of
      fair market value to the extent that the Company has received a fairness opinion
      or other appraisal from an independent appraiser selected by the Board of
      Directors of the Company in connection with the transaction giving rise to
      such
      determination.  Within 15 days after an Appraisal Notice, the Company
      shall engage an Appraiser (as defined below) to make an independent
      determination of such fair market value (the “Appraiser’s Determination”), and
      to deliver to the Company and the holder of this Warrant a report describing
      its
      methodology and results in reasonable detail within 15 days of such
      engagement.  The Company and the holder of this Warrant shall be
      afforded reasonable opportunities to discuss the appraisal with the
      Appraiser.  The Appraiser’s Determination shall be final and binding
      on the Company and the holder of this Warrant, absent manifest
      error.  The costs of conducting an appraisal, including all fees and
      expenses of the Appraiser, shall be borne one half by the Requesting Holders
      (among the Requesting Holders, pro rata according to the number of shares
      issuable upon exercise of outstanding Offering Warrants that are held by the
      Requesting Holders) and one half by the Company.  “Appraiser” means an
      independent appraiser chosen by the Board of Directors of the Company with
      the
      consent of the Requesting Holder with the greatest number of Shares issuable
      upon exercise of the Offering Warrants, which consent shall not be unreasonably
      withheld or delayed.

     

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

     

    For
      purposes of the adjustment required under this Section 2(d), if at any time
      or
      from time to time after the Issuance Date, the Company issues or sells any
      Options or Convertible Securities, then in each case the Company shall be deemed
      to have issued at the time of the issuance of such Options or Convertible
      Securities the maximum number of Additional Shares of Common Stock (as set
      forth
      in the instruments relating thereto, giving effect to any provision contained
      therein for a subsequent upward adjustment of such number other than any
      provision requiring anti-dilution adjustments (based on price,
      recapitalizations, mergers, reorganizations or otherwise), which such
      anti-dilution provisions shall only result in upward adjustments upon the
      triggering of such anti-dilution adjustment) issuable upon exercise or
      conversion thereof and to have received as consideration for the issuance of
      such shares of Common Stock an amount equal to the total amount of
      consideration, if any, received by the Company for the issuance of such Options
      or Convertible Securities plus, in the case of such Options, the minimum amounts
      of consideration, if any (as set forth in the instruments relating thereto,
      giving effect to any provision contained therein for a subsequent downward
      adjustment of such consideration), payable to the Company upon the exercise
      of
      such Options  and, in the case of Convertible Securities, the minimum
      amounts of consideration, if any, payable to the Company upon the subsequent
      conversion of any such Convertible Security (other than by cancellation of
      liabilities or obligations evidenced by such Convertible
      Securities).  No further adjustment of the Warrant Price, adjusted
      upon the issuance of such Options or Convertible Securities, shall be made
      as a
      result of the actual issuance of Additional Shares of Common Stock on the
      exercise of any such Options or the conversion of any such Convertible
      Securities.  If any such Options or the conversion privilege
      represented by any such Convertible Securities shall expire without having
      been
      exercised, the Warrant Price adjusted upon the issuance of such Options or
      Convertible Securities or upon the triggering of any anti-dilution adjustments
      (based on price, recapitalization, mergers reorganizations or otherwise)
      thereunder shall be readjusted to the Warrant Price which would have been in
      effect had an adjustment been made on the basis that the only Additional Shares
      of Common Stock so issued were the Additional Shares of Common Stock, if any,
      actually issued or sold for the consideration received by the Company for the
      granting of all such Options, whether or not exercised, plus the consideration
      received for issuing or selling the Convertible Securities actually converted
      plus the consideration, if any, actually received by the Company (other than
      by
      cancellation of liabilities or obligations evidenced by such Convertible
      Securities) on the conversion of such Convertible Securities.  Upon
      the happening of any of the following events, namely, if the purchase price
      provided for in any Option, the additional consideration, if any, payable upon
      the conversion or exchange of any Convertible Securities, or the rate at which
      Convertible Securities are convertible into or exchangeable for Common Stock
      shall change at any time (including, but not limited to, changes under or by
      reason of provisions designed to protect against dilution), the Warrant Price
      in
      effect at the time of such event shall forthwith be readjusted to the Warrant
      Price which would have been in effect at such time had such Options or
      Convertible Securities still outstanding provided for such changed purchase
      price, additional consideration or conversion rate, as the case may be, at
      the
      time initially granted, issued or sold, but only if as a result of such
      adjustment the Warrant Price then in effect after any adjustment hereunder
      is
      thereby reduced; and on the termination of any such Option or any such right
      to
      convert or exchange such Convertible Securities, the Warrant Price then in
      effect hereunder shall forthwith be increased to the Warrant Price which would
      have been in effect at the time of such termination had such Option or
      Convertible Securities, to the extent outstanding immediately prior to such
      termination, never been issued.

     

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

     

    (e)           Certificate
      of Adjustment.  In each case of an adjustment or readjustment of
      the Warrant Price, the Company, at its own expense, shall cause its Chief
      Financial Officer (or equivalent officer of the Company) to compute such
      adjustment or readjustment in accordance with the provisions hereof and prepare
      a certificate showing such adjustment or readjustment, and shall mail such
      certificate, by first class mail, postage prepaid, to the Holder.  The
      certificate shall set forth such adjustment or readjustment, showing in detail
      the facts upon which such adjustment or readjustment is based.  No
      adjustment of the Warrant Price shall be required to be made unless it would
      result in an increase or decrease of at least one cent, but any adjustments
      not
      made because of this sentence shall be carried forward and taken into account
      in
      any subsequent adjustment otherwise required hereunder.

     

    (f)           No
      Impairment.  The Company shall not, by amendment of its
      certificate of incorporation, by-laws or other organizational documents, or
      through a reorganization, transfer of assets, consolidation, merger,
      dissolution, issue, or sale of securities or any other voluntary action, avoid
      or seek to avoid the observance or performance of any of the terms to be
      observed or performed under this Warrant by the Company, but shall subject
      to
      Section 8 at all times in good faith assist in carrying out all of the
      provisions of this Section 2 and in taking all such action as may be necessary
      or appropriate to protect the Holder’s rights under this Section 2 against
      impairment.

     

    (g)           Fractional
      Shares.  No fractional shares shall be issuable upon exercise or
      conversion of the Warrant and the number of shares to be issued shall be rounded
      down to the nearest whole share.  If a fractional share interest
      arises upon any exercise or conversion of the Warrant, the Company shall
      eliminate such fractional share interest by paying the Holder an amount computed
      by multiplying the fractional interest by the fair market value of a full
      share.

     

    3.           No
      Shareholder Rights.  This Warrant, by itself, as distinguished
      from any shares purchased hereunder, shall not entitle the Holder to any of
      the
      rights of a shareholder of the Company.

    


    4.           Reservation
      of Stock.  The Company will reserve from its authorized and
      unissued stock a sufficient number of shares to provide for the issuance of
      the
      Warrant Shares upon the exercise of this Warrant.  Issuance of this
      Warrant shall constitute full authority to the Company’s officers who are
      charged with the duty of executing stock certificates to execute and issue
      the
      necessary certificates for the Warrant Shares issuable upon the exercise of
      this
      Warrant.

    


    5.           Exercise
      of Warrant.

    


    (a)           This
      Warrant may be exercised by the Holder hereof, in whole or in part, at any
      time
      prior to the Termination Date, at the election of the Holder hereof (with the
      notice of exercise substantially in the form attached hereto as Attachment
      1 duly completed and executed for an exercise under this Section 5(a)) (the
      “Notice”), by the surrender of this Warrant at the principal
      office of the Company or transfer agent and the payment to the Company, by
      certified or bank check, or by wire transfer to an account designated by the
      Company, of an amount equal to the then applicable Warrant Price multiplied
      by
      the number of Warrant Shares then being purchased (Warrant Shares issued upon
      such an exercise described in this Section 5(a), “Cash
      Shares”).  This Warrant shall be deemed to have been
      exercised immediately prior to the close of business on the date of its
      surrender for exercise as provided above, and the person entitled to receive
      the
      Warrant Shares issuable upon such exercise shall be treated for all purposes
      as
      the holder of such shares of record as of the close of business on such
      date.  As promptly as practicable after such date, the Company shall
      issue and deliver to the person or persons entitled to receive the same a
      certificate or certificates for the number of full Warrant Shares issuable
      upon
      such exercise.

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

     

    (b)           At
      any time prior to the Termination Date, in lieu of exercising this Warrant
      for
      cash, the Holder may elect to receive shares equal to the value of this Warrant
      (or the portion thereof being exercised) by surrender of this Warrant at the
      principal office of the Company together with notice of such election
      substantially in the form attached hereto as Attachment 1 duly completed
      and executed for an exercise
      under this Section 5(b) (a “Net
      Exercise”).  The Company shall issue to a Holder who Net
      Exercises a number of Warrant Shares computed using the following
      formula:

     

    Y
      (A -
      B)

    X
      =                  A

     

    Where

     

    
      	
               

            	
              X
                =

            	
              The
                number of Warrant Shares to be issued to the
                Holder.

            


    

     

    
      	
               

            	
              Y
                =

            	
              The
                number of Warrant Shares set forth in the
                Notice.

            


    

     

    
      	
               

            	
              A
                =

            	
              The
                fair market value of one (1) Warrant Share (at the date of such
                calculation).

            


    

     

    
      
        	
                 

              	
                B =

              	
                The
                  Warrant Price (as adjusted to the date of such
                  calculation).

              


      

       

    

    For
      purposes of this Section 5, the fair market value of a Warrant Share shall
      mean:

    
       

      
        	
                 

              	
                (i)

              	
                
                  If
                    traded on a securities exchange, the Nasdaq National Market,
                    Nasdaq
                    SmallCap Market or other market or over-the-counter system, the
                    fair
                    market value of the Common Stock shall be deemed to be the average
                    of the
                    closing prices of the Common Stock on the principal such U.S.
                    exchange or
                    market by trading volume (or if not traded on a U.S. exchange
                    or market,
                    the principal exchange or market by trading volume) over the
                    thirty
                    trading days immediately prior to the determination date;
                    or

                

              


      

       

    

    
      	
               

            	
              (ii)

            	
              If
                there is no public market for the Common Stock, the fair market value
                shall be the price per Warrant Share that the Company could obtain
                from a
                willing buyer for Warrant Shares sold by the Company from authorized
                but
                unissued Warrant Shares, as such prices shall be determined in good
                faith
                by the Company’s Board of
                Directors.

            


    

    


    (c)           Notwithstanding
      anything to the contrary contained herein, to the extent this Warrant is not
      previously exercised, and if the fair market value of one Warrant Share is
      greater than the Warrant Price then in effect, this Warrant shall be deemed
      automatically exercised pursuant to Section 5(b) above (even if not surrendered)
      immediately before the Termination Date.  To the extent this Warrant
      or any portion thereof is deemed automatically exercised pursuant to this
      Section 5(c), the Company agrees to promptly notify the Holder of the
      number of Warrant Shares, if any, the Holder is to receive by reason of such
      automatic exercise, which number shall be determined in accordance with Section
      5(b).

     

    6.           Transfer
      of Warrant.  This Warrant may be transferred or assigned by the
      Holder hereof as a whole or in part, provided that prior to such transfer the
      transferor provides to the Company, at the Company’s request, an opinion of
      counsel satisfactory to the Company that such transfer does not require
      registration under the Securities Act.

     

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

     

    7.           Legends.  Upon
      issuance, the certificate or certificates evidencing any Warrant Shares shall
      bear legends as set forth in the Subscription Agreement.

    


    8.           Subscription
      Agreement. This Warrant is one of a number of warrants (the
“Offering Warrants”) issued pursuant to the Subscription
      Agreement, and the Warrant Shares shall be entitled to the rights conferred
      thereon under the Subscription Agreement and under the Registration Rights
      Agreement.  Any term of the Warrant and each other Offering Warrant
      may be amended and the observance of any term may be waived by the Company
      and
      the holders in-interest of at least seventy percent (70%) of the then
      outstanding Offering Warrants, and any such amendment or waiver shall be binding
      upon all holders of Offering Warrants.

    


    9.           Termination.  This
      Warrant shall terminate at 5:00 p.m. New York City time on the Termination
      Date.

    


    10.         Miscellaneous.  This
      Warrant shall be governed by the laws of the State of New York, as such laws
      are
      applied to contracts to be entered into and performed entirely in New York
      by
      New York residents. The headings in this Warrant are for purposes of convenience
      and reference only, and shall not be deemed to constitute a part
      hereof.  Subject to the provisions of Section 8 hereof, neither this
      Warrant nor any term hereof may be changed or waived orally, but only by an
      instrument in writing signed by the Company and the
      Holder.  All notices and other communications from the Company to the
      Holder of this Warrant shall be delivered personally or by facsimile
      transmission or mailed by first class mail, postage prepaid, to the address
      or
      facsimile number furnished to the Company in writing by the last Holder of
      this
      Warrant who shall have furnished an address or facsimile number to the Company
      in writing, and if mailed shall be deemed given three days after deposit in
      the
      United States mail.  Upon receipt of evidence satisfactory to the
      Company of the ownership of and the loss, theft, destruction or mutilation
      of
      any Warrant and, in the case of any such loss, theft or destruction, upon
      receipt of indemnity or security satisfactory to the Company or, in the case
      of
      any such mutilation, upon surrender and cancellation of such Warrant, the
      Company will make and deliver, in lieu of such lost, stolen, destroyed or
      mutilated Warrant, a new Warrant of like tenor and representing the right to
      purchase the same aggregate number of shares of Common Stock.

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    
      	
              ISSUED:

            	
              November
                19, 2007

            


    

    
 

    
      	
              NEUROLOGIX,
                INC.

            


    

    


    


    
      	
              By:__________________________________

            


    

     

     

    
      	
              Name:________________________________

            


    

    
 

    
      	
              Title:_________________________________

            


    

    



    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    Attachment
      1

    
 

    NOTICE
      OF
      EXERCISE

    


    TO:           NEUROLOGIX,
      INC.

    


    
      	
              1.  

            	
              The
                undersigned hereby:

            


    

    


    
      	
              q  

            	
              elects
                to purchase     shares of Common Stock of the
                Company pursuant to Section 5(a) of the attached Warrant, and tenders
                herewith payment of the purchase price of such shares in full,
                or

            


    

    


    
      	
              q  

            	
              elects
                to exercise its net issuance rights pursuant to Section 5(b) of the
                attached Warrant with respect to     shares of
                Common Stock (such number being “Y” in the formula in such
                Section).

            


    

    


    
      	
              2.

            	
              Please
                issue a certificate or certificates representing said Warrant Shares
                in
                the name of the undersigned or in such other name as is specified
                below:

            


    

    


    ______________________________

    (Name
      in
      which certificate(s) are to be issued)

    


    _______________________________

    (Address)

    


    


    


    
      	 	
               

              


              ________________________________

              (Name
                of Warrant Holder)


               

              By:_____________________________

              
 

              Title:____________________________

              
 

              Date
                signed: ______________________

            


    

    


     

    

      -10-