Exhibit 10.25


 


AMENDMENT TO


AMENDED AND RESTATED
CONSULTING AGREEMENT


 


This Amendment to the
Consulting Agreement (the “First Amendment”) is entered into between PhaseRx Inc., a Delaware corporation having
a place of business at 410 West Harrison Street, Seattle, WA 98119 (“Company”) corporation (“Company”)
and Paul H. Johnson, PhD, having a place of business at 12020 211th Place SE, Snohomish, WA 98296 (Consultant”).


 


RECITALS


 


WHEREAS, the Consultant
and Company entered into a Consulting Agreement effectively dated July 2, 2013 (the “Agreement”), a copy of
which is attached hereto.


 


WHEREAS, Consultant
and Company desire to amend the Agreement to reduce the Consultant fees paid annually.


 


NOW, THEREFORE, Consultant
and Company agree as follows:


 


		1.0	Definitions



 


Unless the context clearly requires otherwise,
all capitalized terms as used herein shall have the same meanings as used in the Agreement.


 


		2.0	Amendment Date



 


This Amendment shall be effective as of
January 2, 2014.


 


		3.0	Amendments to Agreement



 


The parties agree that the Agreement shall
be amended as described in this Article 3.0.


 


		3.1	Amend Section 2, Consultant Compensation, of Exhibit A
to read as follows:



 


Consultant


 


		·	$20,000 in cash per year, paid in equal quarterly installments in arrears.



 


		·	Consultant shall submit monthly invoices to the Company for any amounts owing under this Agreement and shall include a summary
of time spent on Company business. Each invoice will contain enough detail to enable Company to determine the accuracy of the amount(s)
billed. With each invoice, Consultant will provide: (a) a detailed itemized listing of all expenses incurred under this Agreement,
and (b) receipts for any individual expenses that exceed $50. Either an original or a copy may be submitted.



 




     


     


    

 


		·	Company shall reimburse Consultant for all reasonable, documented out-of-pocket expenses incurred by Consultant in performing
Services pursuant to this Agreement. With respect to travel expenses, Company shall only reimburse Consultant for economy class
travel unless otherwise consented to by Company. Company shall also reimburse Consultant for attendance at conferences that are
pre-approved by Company. Consultant shall submit to Company all statements for expenses incurred and Services performed on a monthly
basis.



 


		4.0	No Other Waivers or Modifications; Applicability of
Agreement



 


Except to the extent expressly modified
by Article 3.0 of this Amendment, no other covenant, term, provision, condition or agreement of the parties set forth in the Agreement
shall be deemed to be waived, modified or amended in any way by this Amendment. All of the recitals, covenants, terms, provisions,
conditions and agreements of the parties set forth in the Agreement shall be deemed applicable to this Amendment.


 


		5.0	Entire Agreement



 


The Agreements, as modified by this Amendment,
constitute the entire agreement between the parties, and supersedes all prior oral or written agreements, commitments, or understandings
concerning the matters provided for herein.


 


		6.0	Counterparts



 


This Amendment may be executed in any number
of counterparts or, if mutually agreeable to the undersigned authorized signatories for the parties, through the exchange by facsimile
or other electronic means (including electronically mailed PDF or similar imaging software) of duly-signed duplicates hereof, each
of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the Effective Date.


 


	PHASERX
    INC.	 	CONSULTANT
	 	 	 	 	 
	By: 	/s/
    Andrew J. Leon	 	By:	/s
    Paul H. Johnson
	 	 	 	 	 
	Print Name: 	Andrew
    J. Leon	 	Print Name:	Paul
    H. Johnson, PhD
	 	 	 	 	 
	Title:  	Vice
    President, Intellectual Property	 	Title:	 
	 	 	 	 	 
	Address: 	410
    W. Harrison St., Ste 300	 	Address: 	12020
    211TH  Place SE
	 	 	 	 	 
	 	Seattle,
    WA	 	 	Snohomish,
    WA
	 	 	 	 	 
	 	98119	 	 	98296
	 	 	 	 	 
	Date: 	1/23/14	 	Date: 	1/22/14


 




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