Exhibit 10.1


 





THIRD AMENDMENT TO EXCLUSIVE LICENSE
AGREEMENT


 


THIS THIRD AMENDMENT
TO EXCLUSIVE LICENSE AGREEMENT (this “Third Amendment”) is made and entered into as of September 4, 2015 (“Third
Amendment Date”), by and among CEDARS-SINAI MEDICAL CENTER, a California
nonprofit public benefit corporation (“CSMC”), SYNTHETIC BIOLOGICS,
INC., a Nevada corporation (“Synthetic”) and SYNTHETIC BIOMICS, INC., a Nevada corporation (“Licensee”),
under the following circumstances:


 


		A.	CSMC, Synthetic and Licensee entered into an Exclusive License Agreement dated December 5, 2013,
as amended (the “Agreement”), whereby CSMC granted to Licensee an exclusive license to use the Patent Rights and the
Technical Information (as such terms are defined in the Agreement) pursuant to the terms and conditions of the Agreement.



 


		B.	The parties desire to amend the Agreement to add certain patent applications solely owned by CSMC
and certain patent applications co-owned by CSMC and Synthetic to the Patent Rights (as such term is defined in the Agreement)
licensed under the Agreement, as further described herein.



 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained herein and in the Agreement and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.     Recitals; Defined Terms. The parties hereby acknowledge and agree that Recital A is true
and accurate. Terms not otherwise defined herein shall have the meaning ascribed to them in the Agreement.


 


2.     Amendments to Schedule A to the Agreement. The following patent applications are hereby
added to Schedule A of the Agreement:


 





	“Title:	ANTI-METHANOGENIC COMPOSITIONS ANDUSES THEREOF
	Country:	United States
	Patent Application No.:	62/036,948 
	Filing Date:	August 13, 2014
	CSMC Reference ID:	pim000750
	Status:	Expired (Converted)
	 	 
	Title:	ANTI-METHANOGENIC COMPOSITIONS ANDUSES THEREOF
	Country:	United States
	Patent Application No.:	62/043,649 
	Filing Date:	August 29, 2014
	CSMC Reference ID:	pim000750
	Status:	Expired (Converted)



 


 



     


     


    




 


	 	 
	Title:	METHODS OF USING NATURAL ANTI METHANOGENIC STATINS AND THEIR DERIVATIVES FOR TREATING DISEASES AND CONDITIONS CAUSED BY OR ASSOCIATED WITH METHANOGENS
	Country:	US
	Patent Application No.: 	62/043,789 
	Filing Date:	August 29, 2014
	CSMC Reference ID:	pim000790
	Status:	Expired (Converted)”







 


and “CSMC’s
undivided interest in the following patent applications, which are co-owned by CSMC and Synthetic:


 





	Title:	ANTI-METHANOGENIC COMPOSITIONS ANDUSES THEREOF
	Country:	United States
	Patent Application No.:	14/826,115
	Filing Date:	August 13, 2015
	CSMC Reference ID:	pim000750
	Status:	Pending
	 	 
	Title:	ANTI-METHANOGENIC COMPOSITIONS AND USES THEREOF
	Country:	International (PCT)
	Patent Application No.:	PCT/US2015/045140
	Filing Date:	August 13, 2015
	CSMC Reference ID:	pim000750
	Status:	Pending
	 	 
	Title:	ANTI-METHANOGENIC COMPOSITIONS ANDUSES THEREOF
	Country:	United States
	Patent Application No.:	62/141,355
	Filing Date:	April 1, 2015
	CSMC Reference ID:	pim000750
	Status:	Pending (Converted)
	 	 
	Title:	ANTI-METHANOGENIC LOVASTATIN ANALOGS OR DERIVATIVES AND
    USES THEREOF
	Country:	United States
	Patent Application No.:	62/141,413
	Filing Date:	April 1, 2015
	CSMC Reference ID:	pim000891
	Status:	Pending.”














     


     


    

 


3.     Other Provisions. This Third Amendment is a revision to the Agreement only; it is not a
novation thereof. Except as otherwise provided herein, the terms and conditions of the Agreement shall remain in full force and
effect.


 


4.     Further Assurances. Each of the parties hereto shall execute such further documents and
instruments, and do all such further acts, as may be necessary or required in order to effectuate the intent and accomplish the
purposes of this Third Amendment.


 


5.     Counterparts. This Third Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF,
the parties have executed this Third Amendment to Exclusive License Agreement as of the Third Amendment Date.


 





	Dated: 9/2/2015	 	SYNTHETIC BIOMICS, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffrey Riley
	 	 	 	Jeffrey Riley
	 	 	 	President







 


 





	Dated: 9/2/2015	 	SYNTHETIC BIOLOGICS, INC.
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Jeffrey Riley
	 	 	 	Jeffrey Riley
	 	 	 	CEO


 


 





	Dated: 9/2/2015	 	CEDARS-SINAI MEDICAL CENTER
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ Edward M. Prunchunas
	 	 	 	Edward M. Prunchunas
	 	 	 	Senior Vice President for Finance & CFO
	 	 	 	 
	 	 	 	 
	 	 	By:	/s/ James D. Laur
	 	 	 	James D. Laur
	 	 	 	Vice President for
	 	 	 	Legal & Technology Affairs