UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

SCHEDULE 13D

The following constitutes Amendment No. 1 (“Amendment No. 1”) to the Schedule 13D filed by the undersigned on May 6, 2005 (the “Schedule 13D”). This Amendment No. 1 amends the Schedule 13D as specifically set forth herein. Defined terms not

Item 2. Identity and Background.

Item 2 is amended and restated in its entirety as follows:

(a), (b) and (c)

Medtronic, Inc. (“Medtronic”), 710 Medtronic Parkway N.E., Minneapolis, MN 55432, is a Minnesota corporation, principally engaged in the business of therapeutic medical technology, specializing in implantable and interventional therapies. Medtronic International, Ltd. (“MIL”, and collectively with Medtronic, the “Reporting Persons”), 710 Medtronic Parkway N.E., Minneapolis, MN 55432, a Delaware corporation, is a wholly-owned subsidiary of Medtronic through which Medtronic, among other things, holds certain investments. Information is provided below with respect to persons who are directors and executive officers of the Reporting Persons. Except as provided below, the business address for each person listed below is 710 Medtronic Parkway N.E., Minneapolis, MN 55432.

(d) and (e)

Neither the Reporting Person nor any of the persons listed above has, during the last five years, been convicted in a criminal proceeding or was, during the last five years, a party to a civil proceeding as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

All of the individuals referred to above are United States citizens, except Preetha Reddy, who is an Indian Citizen.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The Warrant expired by its terms on April 27, 2010 and was not exercised by MIL prior to such expiration. The “Warrant” refers to an immediately-exercisable warrant issued to MIL on April 27, 2005 to purchase 285,388 shares of Neurologix, Inc. (“NRGX”) Common Stock at a price of $2.19 per share.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

Effective August 1, 2008, Medtronic and NRGX entered into an Addendum to the Development and Manufacturing Agreement (the “Addendum”). This Addendum served to supplement and clarify the rights and obligations of Medtronic and NRGX under the Development and Manufacturing Agreement.

Item 5. Interest in Securities of the Issuer.

Item 5(a) is hereby amended to add the following:

(a) The Warrant expired by its terms on April 27, 2010 and was not exercised by MIL prior to such expiration. As a result, Medtronic, through MIL, is the beneficial owner of 2,036,171 shares of Common Stock of NRGX, which represents approximately 7.3% of the outstanding Common Stock of NRGX. To the knowledge of the Reporting Persons, no other person named in Item 2 beneficially owns any NRGX shares.

Item 5(b) is hereby amended and restated to read as follows:

(b) Medtronic, through MIL, has the sole power to vote and the sole power to dispose of 2,036,171 shares of Common Stock of NRGX.

Item 5(c) is hereby amended and restated to read as follows:

(c) To the knowledge of the Reporting Persons, the only transaction in Common Stock of NRGX by any person named in Item 2 above during the period beginning sixty days prior to April 27, 2010 through the date of filing hereof is the expiration of the Warrant as described in Item 3 above.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The Warrant expired by its terms on April 27, 2010.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and restated to read as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.