Unassociated Document

Exhibit 10.1

September 26, 2011

VIA SCAN EMAIL

Matthew J. During, M.D., D.Sc.

Professor and Director

The Ohio State University

Human Cancer Genetics Program

BRT 912, 460 West 12th Street

Columbus, OH 43210

Dear Dr. During:

Reference is hereby made to the Consulting Agreement, dated as of October 1, 1999, by and between you and Neurologix, Inc. (the "Company"), as amended on October 8, 2003, April 30, 2004, June 27, 2006, October 1, 2007, October 3, 2008, August 31, 2009 and November 9, 2010 (the Consulting Agreement, as amended to date, is hereafter referred to as the "Consulting Agreement"). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Consulting Agreement.

As you are aware the term of the Consulting Agreement is scheduled to terminate by its terms on September 30, 2011. The Company desires to continue without interruption your relationship as a consultant to the Company on the terms and conditions set forth in the Consulting Agreement. In connection therewith the Company is sending you this letter (this "Amendment") in order to properly amend the Consulting Agreement, effective as of September 30, 2011, as follows:

1. Section 4 of the Consulting Agreement is amended and restated, effective as of September 30, 2011, to read as follows:

"4. Term and Termination. The term of this Agreement shall end on September 30, 2012, unless earlier terminated for cause (including breach of any agreement between the parties) by either party upon thirty (30) days' prior written notice to the other party; provided, that, the Consultant's obligations set forth in Sections 3(c), 5 and 7 of this Agreement shall survive any such termination and the Company's obligations set forth in Sections 3(a) and 3(b) of this Agreement with respect to services rendered by the Consultant during the term of this Agreement shall survive any such termination."

2. (a) Except as amended by the terms of 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 yourself and the Company, shall be deemed preserved by this Amendment, without modification or reduction.

(b) You acknowledge and confirm that the representations and warranties made by you in Section 6 of the Consulting Agreement are true and correct as of the date of this Amendment.

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 considered an original instrument, but all of which shall be considered one and the same agreement. This Amendment may be executed by, and become effective upon, the delivery by facsimile or e-mail (in .pdf format) of copies of the signatures of the parties hereto.

Signature page follows

Please indicate your acceptance of the foregoing by signing below.

Very truly yours,

NEUROLOGIX, INC.

By: /s/ Marc L. Panoff

Marc L. Panoff

Chief Financial Officer

ACCEPTED AND AGREED:

/s/ Dr. Matthew During

Dr. Matthew During