Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
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FORM 8-K
_____________
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 16, 2008
Date of Report (Date of Earliest Event Reported)
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Neurologix, Inc.
(Exact name of Registrant as Specified in its Charter)

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Delaware
000-13347
06-1582875
(State or other Jurisdiction 
(Commission File Number)
(I.R.S. Employer Identification No.)
of Incorporation or Organization)
    
 
 
  

One Bridge Plaza, Fort Lee, New Jersey 07024
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (201) 592-6451


(Former Name or Former Address, if changed since last report)
_____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Item 1.01  Entry into a Material Definitive Agreement
 
On December 16, 2008, Neurologix, Inc. (the “Company”) entered into a Second Amendment (the “Second Amendment”), dated as of October 29, 2008, to its Master Sponsored Research Agreement (the “Research Agreement”), dated as of May 10, 2006, with The Ohio State University Research Foundation, on behalf of Ohio State University, as amended by the Amendment to Master Sponsored Research Agreement (the “First Amendment”), dated as of May 29, 2008.  The Second Amendment extends the term of the Research Agreement to November 10, 2009.
 
The above description of the Research Agreement and the First Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Research Agreement, a copy of which was filed as Exhibit 10.19 to the Company’s Form 10-KSB, dated March 25, 2008, and the First Amendment, a copy of which was filed as Exhibit 10.1 to the Company’s Form 8-K, dated June 11, 2008. A copy of the Second Amendment is filed herewith as Exhibit 10.1.

Item 9.01  Financial Statements and Exhibits

(d)           Exhibits

10.1           Second Amendment to Master Sponsored Research Agreement between Neurologix, Inc. and The Ohio State University Research Foundation, on behalf of Ohio State University, dated as of October 29, 2008.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto, duly authorized.
 
 
NEUROLOGIX, INC.
  
       
       
Date:  December 16, 2008
By:
/s/ Marc L. Panoff  
  Name:  Marc L. Panoff  
  Title:  Chief Financial Officer, Secretary and Treasurer