Exhibit
10.1





FIRST
AMENDMENT TO PARTICIPATION AGREEMENT





This FIRST AMENDMENT TO PARTICIPATION
AGREEMENT (“Amendment”) is made as of this 13 day of April, 2010, by and among
Cleveland Biolabs, Inc., a Delaware corporation (“CBL”) and Bioprocess Capital
Partners, LLC, a management company of the venture fund Bioprocess Capital
Ventures formed under the laws of the Federation of Russia (“BCP”).





RECITALS





A.           CBL
and BCP entered into a certain Participation Agreement dated December 30, 2009
(the “Participation Agreement”) regarding the formation, capitalization and
governance of Incuron, LLC, a limited liability company organized under the laws
of Russia (the “Company”).





B.           CBL
and BCP have each contributed 5000 Rubles to the capital company in connection
with the formation of the Company.





C.           The
intention of the parties based on prior discussions and term sheets was that CBL
additionally contribute certain intellectual property to the Company with an
agreed to appraised value of USD $14,972,670 and that BCP contribute up to an
additional USD $15,000,000 to the Company in tranches.





D.           The
terms of the Participation Agreement provide that CBL will contribute
intellectual property with an appraised value of 549 900 thousand Rubles and BCP
will contribute to the Company (i) 175 570 thousand Rubles before the moment of
registration of the charter capital increase with the Russia tax
agency;   (ii) 192 737 thousand Rubles upon the achievement of
the First Milestone (as defined in the Participation Agreement); and (iii) 181
189 thousand Rubles upon achievement of the Second Milestone (as defined in the
Participation Agreement).





E.           As
a result of unanticipated and unintended currency fluctuations, based on current
anticipated currency exchange forecasts, BCP’s contribution to the Company in
Rubles may be valued in excess of USD $18,000,000 based on official currency
exchange rate of Central Bank of Russian Federation on the date on this
Amendment.





F.           The
parties desire to amend the Participation Agreement to provide for an adjustment
in Participation Interests in the Company of CBL and BCP based on the actual
U.S. Dollar value of future capital contributions made by BCP to the
Company.










NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
covenants set forth herein, CBL and BCP hereby amend the Participation Agreement
as follows:





1.
            Definitions.  All
      capitalized terms not defined herein shall have the meanings set forth in
      the Participation Agreement.




1.1 Tranche 1, 2, ... N
means payment made by BCP for Participation Interests in the charter capital of
the Company.





2.
            Adjustments in
      Participation Interests.  The Participation Agreement on
      shall be supplemented by the following section: "Agreement on percentage
      redistribution of Participation Interests held by the Participants upon
      investment process completion",
specifically:





Within
the meaning of article 429 of the Civil Code of the Russian Federation, on or
before _____________(provisional
investment process completion date) CBL and BCP shall enter into a
contract of sale of portion of Participation Interests (hereafter, the "Principal Contract") in the
charter capital of Incuron LLC (OGRN: 1107746023550, INN: 7703713840, KPP:
770301001), according to which CBL shall sell and BCP shall purchase a portion
of Participation Interests held by CBL in the charter capital of Incuron LLC on
the following conditions:





i)
            amount
      of the portion of Participation Interests to be transferred for a
      consideration, which amount shall be equal to A, shall be calculated by
      the formula below:





А= 50.01% -
(14,972,670/(14,972,670 + B)*100%





Where




A is the
amount of the portion of Participation Interests to be transferred for a
consideration


B is the
value to be calculated by the following formula:





B
= (amount of Tranche 1 in rubles/ US dollar rate set by the Central Bank of the
Russian Federation as of the date of payment of Tranche 1 + amount of Tranche 2
in rubles/ US dollar rate set by the Central Bank of the Russian Federation as
of the date of payment of Tranche 2 + ... + amount of Tranche  N in
rubles/ US dollar rate set by the Central Bank of the Russian Federation as of
the date of payment of Tranche N)





Provided
always that the amount of Tranche 1 + Tranche 2 + ... + Tranche N totals
549,497,000 rubles;





ii)
            par
      value of the portion of Participation Interests to be transferred, which
      value shall be equal to C, shall be calculated by the formula
      below:





C
= amount of the charter capital of Incuron LLC as of the date of signing of the
principal contract * amount of the portion of Participation Interests to be
transferred for a consideration (A);









iii)
            the
      value of the transaction for sale of portion of Participation Interests
      shall be equal to the par value of the portion of Participation
      Interests;





iv)
            the
      Principal Contract shall be entered into by CBL and BCP only in the case
      of BCP’s Participation Interest in percentage terms (equal to D) exceeds
      50%:





D shall
be calculated by the formula below:





D=
(B/(14,972,670 + B)*100%





CBL and
BCP guarantee that the Principal Contract will be executed in notarial format in
accordance with the laws of Russian Federation.





3.  CBL and
BCP agree that The Principal Contract shall not be entered into and none of the
parties shall have this obligation, provided that CBL makes a monetary
contribution to assets of Incuron, LLC in the amount of USD $3 000 000
at any time before expiration of 60 (sixty) days after the last
Tranche.





4.  Notwithstanding
the foregoing formulas and conditions, under no circumstances shall BCP’s
Participation Interest percentage in the Company be less than 49.99% and CBL’s
Participation Interest percentage in the Company exceed 50.01%.





5.  Effect of the
Amendment. Except for amendments set out herein, all other provisions of
the Participation Agreement shall be unaffected and shall remain in full
force.










IN
WITNESS WHEREOF, CBL and BCP have executed this First Amendment to Participation
Agreement as of the date first above written.




CBL:Cleveland
      Biolabs, Inc./s/ Michael FonsteinBy: 
      Michael
      FonsteinPresident
      and Chief Executive OfficerBCP:Bioprocess
      Capital Partners, LLC/s/ Vladimir TezovBy:  Vladimir
    TezovChief Executive
      Officer