0001193125-04-059973 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • April 9th, 2004 • Neurologix Inc/De • Pharmaceutical preparations • New York

THIS CONSULTING AGREEMENT, dated as of October 1, 1999 by and between DR. MATTHEW DURING (hereinafter, the “Consultant”), having an address c/o Palisade Private Partnership, L.P., One Bridge Plaza, Fort Lee, New Jersey 07024, and NEUROLOGIX, INC., a Delaware corporation (the “Company”), having offices at c/o Palisade Private Partnership, L.P., One Bridge Plaza, Fort Lee, New Jersey 07024.

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Cornell University for its Medical College Research and Sponsored Programs New York, N.Y. 10021 Clinical Study Agreement
Clinical Study Agreement • April 9th, 2004 • Neurologix Inc/De • Pharmaceutical preparations • New York

This CLINICAL STUDY AGREEMENT (the “Agreement”) between Cornell University for its Medical College, hereinafter referred to as “the Medical College,” and Neurologix, Inc., hereinafter referred to as the “Sponsor,” is entered into as of July 2, 2003 (“Effective Date”).

CLINICAL STUDY AGREEMENT
Clinical Study Agreement • April 9th, 2004 • Neurologix Inc/De • Pharmaceutical preparations • New York

This Agreement, is made by and between NEUROLOGIX, INC., hereinafter referred to as “SPONSOR,” with its principal office located at 271-32 E. Grand Central Parkway, Floral Park, NY 11005, and NORTH SHORE UNIVERSITY HOSPITAL a not-for-profit corporation organized and existing under the laws of the State of New York, with its principal office located at 300 Community Drive, Manhasset, NY 11030, hereinafter referred to as “INSTITUTION,” as of this day of July, 2003 (“Effective Date”).

License Agreement
License Agreement • April 9th, 2004 • Neurologix Inc/De • Pharmaceutical preparations • New York

AGREEMENT made as of the first day of November by and between THE ROCKEFELLER UNIVERSITY (“ROCKEFELLER”), an education corporation organized and existing under the laws of the State of New York, having an office at 1230 York Avenue, New York, New York 10021-6399, and NEUROLOGIX, INC. (the “COMPANY,”) a corporation organized and existing under the laws of the State of Delaware having an office at One Birch Plaza, Fort Lee, NJ 07024.

NEUROLOGIX One Bridge Plaza Fort Lee, New Jersey 07024 October 8, 2003
Neurologix Inc/De • April 9th, 2004 • Pharmaceutical preparations • New York

This letter (the “Amendment”) amends that certain Consulting Agreement, dated as of October 1, 1999 (the “Consulting Agreement”), between yourself and Neurologix, Inc., a Delaware corporation (“Neurologix”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Consulting Agreement.

NEUROLOGIX One Bridge Plaza Fort Lee, New Jersey 07024 October 8, 2003
Neurologix Inc/De • April 9th, 2004 • Pharmaceutical preparations • New York

This letter (the “Amendment”) amends that certain Consulting Agreement, dated as of October 1, 1999 (the “Consulting Agreement”), between yourself and Neurologix, Inc., a Delaware corporation (“Neurologix”). Capitalized terms used herein but not otherwise defined herein shall have the respective meanings assigned to such terms in the Consulting Agreement.

NON-EXCLUSIVE LICENSE
Non-Exclusive License • April 9th, 2004 • Neurologix Inc/De • Pharmaceutical preparations • New York

This AGREEMENT by and between YALE UNIVERSITY, a corporation organized and existing under and by virtue of a charter granted by the general assembly of the Colony and State of Connecticut and located in New Haven, Connecticut (“YALE”), THE ROCKEFELLER UNIVERSITY, a non-profit education corporation organized and exiting under the laws of the State of New York (“ROCKEFELLER”), and NEUROLOGIX, INC., a corporation organized and existing under the laws of the State of Delaware, and with principal offices located at 271-32 E. Grand Central Parkway, Floral Park, NY 11005, (“LICENSEE”) shall be effective the date of final execution below (“EFFECTIVE DATE”).

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