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
Date of report (Date of earliest event reported) August 4, 2006
Neurologix, Inc.
(Exact Name of Registrant as Specified in Charter)
Commission File Number: 000-13347
Delaware 06-1582875
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(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
One Bridge Plaza, Fort Lee, New Jersey 07024
(Address of Principal Executive Offices)
(Zip Code)
(201) 592-6451
(Registrant's telephone number, including area code)
Not Applicable
(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)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
Neurologix, Inc., a Delaware corporation (the "Company"), has entered
into a Sublicense Agreement (the "Agreement"), dated July 27, 2006, with
Diamyd Therapeutics AB ("Diamyd"), a company organized under the laws of
Sweden and a wholly-owned subsidiary of Diamyd Medical AB, a company organized
under the laws of Sweden. Following is a brief summary of the Agreement.
Reference should be made to the text of the Agreement, which is filed herewith
as Exhibit 10.1 and incorporated herein by reference.
Pursuant to the Agreement, Diamyd has granted to the Company a
non-exclusive sublicense to develop and commercialize the use of glutamic acid
decaboxylase ("GAD") 65 in combination with an adeno-associated virus to treat
Parkinson's disease.
Diamyd has sublicensed the right to use GAD 65 from the original owner
of the patents, the University of California at Los Angeles ("UCLA"). On August
4, 2006, the Company received a letter from UCLA confirming that UCLA has
reviewed the Agreement and that Diamyd is entitled to offer the rights and make
the covenants set forth in the Agreement. The Agreement became effective upon
receipt of such letter.
Under the Agreement, the Company paid Diamyd a license issue fee of
$500,000 and must pay certain royalties and milestone payments based upon the
sales of its Parkinson's product, as well as annual maintenance fees of $75,000
beginning in 2008.
The Company must provide Diamyd with written progress reports regarding
the development and testing of its Parkinson's product on an annual basis until
commercialization, and on a quarterly basis following commercialization.
The Agreement has a term of 17 years, but may be terminated earlier by
either party upon breach or by the Company upon 90 days' prior written notice to
Diamyd.
On August 7, 2006, the Company issued a press release regarding the
Agreement which is furnished herewith as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Sublicense Agreement, dated as of July 27, 2006,
between Neurologix, Inc. and Diamyd Therapeutics AB.
99.1 Press Release issued by Neurologix, Inc. on August 7,
2006.
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.
Date: August 7, 2006
NEUROLOGIX, INC.
By: /s/ Marc L. Panoff
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Marc L. Panoff
Chief Financial Officer, Secretary and Treasurer