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Exhibit 10.1
April 29, 2011
Michael G. Kaplitt, M.D., Ph.D.
Department of Neurosurgery
Weill Medical College of Cornell University
525 E. 68th Street
New York, NY 10021
Dear Dr. Kaplitt:
This letter (this “Amendment”) amends, effective as of April 30, 2011, that certain Amended and Restated Consulting Agreement, dated as of April 25, 2005, by and between you and Neurologix Research, Inc., the predecessor by merger to Neurologix, Inc. (the “Company”), as such agreement has been amended to date. References in this Amendment to the “Consulting Agreement” shall mean the Amended and Restated Consulting Agreement, as amended to date. Capitalized terms used herein, but not otherwise defined, shall have the meanings set forth in the Consulting Agreement.
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
| 1. | Section 4 of the Consulting Agreement is amended and restated, effective as of April 30, 2011, to read as follows: |
4. Term. The term of this Agreement shall commence on the Effective Date and shall continue until April 30, 2012.
| 2. | Except as amended by this Amendment, all of your and the Company’s respective rights and obligations under the Consulting Agreement and the related Confidentiality, Proprietary Information and Inventions Agreement, dated as of October 1, 1999, between you and Neurologix Research, Inc., shall be deemed preserved by this Amendment, without modification or reduction. After the date of the effectiveness of the amendment to the Consulting Agreement set forth in Section 1 above, any reference to the Consulting Agreement shall mean the Consulting Agreement as further modified and amended hereby. |
| 3. | This Amendment shall be governed by, and construed pursuant to, the laws of the State of New York applicable to agreements made and to be performed wholly within such State. |
| 4. | This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed by the delivery of facsimile or .pdf copies of the signatures of the parties hereto. |
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.
Very truly yours,
NEUROLOGIX, INC.
By: /s/ Clark A. Johnson
Clark A. Johnson
President and Chief Executive Officer
By: /s/ Marc Panoff
Marc Panoff
Chief Financial Officer, Secretary and Treasurer
ACCEPTED AND AGREED:
/s/ Michael G. Kaplitt
Michael G. Kaplitt, M.D., Ph.D.
