EXHIBIT 10.49


 


 


FIRST AMENDMENT


TO EXCLUSIVE LICENSE AGREEMENT


 


 


THIS FIRST AMENDMENT TO EXCLUSIVE LICENSE
AGREEMENT (this “Amendment”) is made and entered into as of December 13, 2013 (“Effective 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 (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 revise the provisions pertaining to CSMC’s right to publish scientific findings
from research conducted by CSMC related to the Patent Rights, the Technical Information and Licensee Developments (as such term
is defined in 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.                 
Amendment to Subsection 2.1(c)(i) to the Agreement. Subsection 2.1(c)(i) of the Agreement
is hereby amended to read as follows:


 


“(i)the right to submit
for publication the scientific findings from research conducted by or through CSMC or its investigators (including the Inventors)
related to the Patent Rights and the Technical Information; provided, however, that (A) Licensee is provided forty-five
(45) days prior notice of any such publication and an opportunity to review such publication, (B) Licensee may then delete (within
thirty (30) days of the delivery of the publication to Licensee) any Confidential Information of Licensee included in such publication,
and CSMC shall make such deletion, and (C) in the event that CSMC does not receive any response from Licensee with respect to CSMC’s
proposed publication within thirty (30) days of the delivery of the publication to Licensee, subject to the terms of this Agreement,
CSMC shall be free to publish or otherwise disclose the information contained in such publication;”


 






    	 



    	 



    

 


3.                 
Amendment to Subsection 2.6(a) of the Agreement. Subsection 2.6(a) of the Agreement is hereby
amended to read as follows:


 


“(a) publish the scientific findings
from research conducted by or through CSMC or on its behalf; provided, however, that (i) Licensee is provided forty-five
(45) days prior notice of any such publication and an opportunity to review such publication, (ii) Licensee may then delete (within
thirty (30) days of the delivery of the publication to Licensee) any Confidential Information of Licensee included in such publication,
and CSMC shall make such deletion, and (iii) in the event that CSMC does not receive any response from Licensee with respect to
CSMC’s proposed publication within thirty (30) days of the delivery of the publication to Licensee, subject to the terms
of this Agreement, CSMC shall be free to publish or otherwise disclose the information contained in such publication;”


 


4.                 
Other Provisions. This 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.
Upon the Effective Date, each reference in the Agreement to “this Agreement”, “hereunder”, “herein”,
“hereof” or words of like import referring to the Agreement shall mean and refer to the Agreement as amended by this
Amendment..


 


5.                 
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 Amendment.


 


6.                 
Counterparts. This 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 First Amendment to Exclusive License Agreement as of the day and year first above written.


 


	Dated:December 13, 2013	
        SYNTHETIC BIOMICS, INC.

         

         

        By: /s/ Steve H. Kanzer

        Name: Steve H. Kanzer

        Title: CEO & President

         

	Dated:December 13, 2013	
        SYNTHETIC BIOLOGICS, INC.

         

         

        By: /s/ Jeffrey Riley

        Name: Jeffrey Riley

        Title: CEO




 






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	Dated:December 13, 2013	
        CEDARS-SINAI MEDICAL CENTER

         

         

        By: /s/ Shlomo Melmed, M.D.

        Name:Shlomo Melmed, M.D.

        Title:Senior Vice President,
        Academic Affairs & Dean of the Medical Faculty

         

         

	 	
        By: /s/ Richard Katzman

        Name:Richard Katzman

        Title:Vice President,
Academic Affairs



 






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