UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): February 1014, 2012

NEUROLOGIX, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-13347

06-1582875

(State or Other Jurisdiction

of Incorporation

(Commission File Number)

(IRS Employer

Identification No.)


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

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 (see General Instruction A.2. below):

£	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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~5.02~~Global ~~(b)~~Resource ~~Resignation~~Partners, ofInc. ~~Chief~~Limited ~~Financial~~Engagement ~~Officer.~~Agreement

~~Marc~~Neurologix, LInc. ~~Panoff~~(the “Company”) entered into a limited engagement agreement (the “~~Panoff~~Agreement”), ~~the Chief~~on ~~Financial~~February ~~Officer~~14, of2012, ~~Neurologix~~with Global Resource Partners, Inc. (~~the~~ “~~Company~~GRP Inc.”). By its terms, ~~resigned~~the ~~and~~Agreement ~~his~~is ~~employment~~dated February 8, 2012, with ~~the~~services ~~Company~~commencing ~~was~~retroactively ~~terminated on~~from February 10, 2012.

5Under the terms of the Agreement, GRP Inc.~~02(e)~~ ~~Panoff~~shall ~~Severance~~provide to the Company, on a non-exclusive basis, consulting and financial advisory services on a month-to-month basis, terminable upon five days written notice. GRP, Inc. shall, among other things, provide consulting services similar in nature and scope to that of the Company’s Acting Chief Financial Officer, assist the Company in preparing financial models and other similar confidential information schedules, and assist the Company with its capital sourcing objectives. GRP, Inc. shall receive a reduced fee of $10,000 per month. GRP, Inc. and the Company agree to indemnify and hold each other harmless from and against any and all losses, claims, damages or liabilities to which either party may become subject to under any statute or the common law or otherwise arising out of the subject matter of the Agreement, unless such losses result from such party’s recklessness or gross negligence.

The ~~Company~~preceding ~~entered~~summary ~~into~~of athe ~~Severance~~ Agreement is qualified in its entirety ~~and~~by ~~General~~reference ~~Release~~to (the ~~“Panoff~~full text of the Agreement”), ~~dated~~a ~~February~~copy of which is attached hereto as Exhibit 10,.1 ~~2012,~~and ~~with~~is ~~Panoff~~incorporated herein by reference.

~~Under~~Item ~~the terms of the Panoff Agreement, Panoff will receive a severance payment equal to up to five weeks’ salary~~9. Panoff agrees to release and forever discharge the Company, its affiliates, subsidiaries, officers, directors, employees and agents from any and all claims and causes of action whether known or unknown01. ~~Panoff~~Financial ~~further~~Statements ~~agrees not to make communications that have the effect of damaging the reputation of the Company~~ and ~~not~~ ~~to disclose, use or otherwise make available any confidential information at any time for any purpose~~Exhibits.

~~SIGNATURE~~(d) Exhibits

~~Pursuant~~10.1 toLimited ~~the~~Engagement ~~requirements~~Agreement, ofentered ~~the~~into ~~Securities Exchange~~by ~~Act of 1934,~~ the ~~Registrant~~Company ~~has~~on ~~duly~~February ~~caused~~14, ~~this~~2012, ~~report~~by toand bebetween ~~signed~~the onCompany ~~its~~and ~~behalf~~Global byResource ~~the~~Partners, ~~undersigned hereunto duly authorized~~Inc.

	NEUROLOGIX, INC.
Date: February 14, 2012	By:	/s/ Reginald L. Hardy
		Name: Reginald L. HardyTitle: Director and Vice President

SIGNATURE

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: February 16, 2012	By:	/s/ Reginald L. Hardy
		Name: Reginald L. Hardy
		Title: Director and Vice President

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