Exhibit
10.40.2


 


Certain
identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive
harm if publicly disclosed. [***] indicates that information has been redacted.


 


First
Amendment to License Agreement


This
first Amendment (hereinafter “First Amendment”) is dated September 18, 2019 (the “First Amendment
Effective Date”) and amends the License Agreement, dated February 18th, 2019 (the “Agreement”)
by and between ARES Genetics GmbH, Karl-Farkas-Gasse 18, 1030 Vienna, Austria (“ARES”) and QIAGEN GmbH, Qiagen
Str. 1, 40724 Hilden, Germany (“QIAGEN”), which was not amended previously. Both parties in the following also
each or collectively referred to as “Party” or “Parties”.


WHEREAS,


the
Parties entered into the License Agreement for QIAGEN to make commercial use of ARES’ antimicrobial resistance database,
called ARES DB, under the terms of the agreement.


The
Parties discussed the QIAGEN’s product offering and agreed to adapt the definition of the license terms to allow QIAGEN
to offer its customers a more attractive use of the ARES DB.


NOW;
THEREFORE, in consideration of the mutual obligations in this Amendment and for other good consideration, the receipt and sufficiency
of which are acknowledged, the Parties hereby agree:


The
section 1.22 shall be replaced by its entirety with the following section:


1.22
“General BioIT Offering” shall mean general offerings by QIAGEN, which combine the ARES
DB and/or the ARES Tools with software and/or other databases in derivative QIAGEN products. QIAGEN shall host the ARES DB, and
allow queries against this database from QIAGEN BioIT products, e.g. “[***]”. QIAGEN shall make ARES DB content available
as an AMR Marker-centric annotation database which includes AMR Markers with associated information such as, but not limited to
annotated consensus reference genomes, annotated genes and gene variants, phenotypic information associated with gene variants,
prevalence, occurrence, diagnostic performance, and sequence variation including strain typing information such as multi-locus
sequence typing (MLST), but shall exclude genotypic or phenotypic information at the resolution of individual strains or samples
from ARES DB. Only MLST information, but no other genotypic information from ARES DB, may be made available in context with phenotypic
information at the resolution of individual strains or samples. QIAGEN shall have the exclusive right to commercialize the General
BioIT Offering.



REMAINING
TERMS AND CONDITIONS OF LICENSE AGREEMENT.


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    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


All
other terms and conditions of the LICENSE AGREEMENT, except as specifically amended herein, shall remain in full force and effect.
To the extent that there is a conflict between this First Amendment and the LICENSE AGREEMENT, the provisions of this First Amendment
shall control.


 


Signature
on the following page:


 


 


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    	Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) would likely cause competitive harm if publicly disclosed. [***] indicates that information has been redacted.
 
 




    


 


	Ares
    Genetics GmbH	 
	 	 
	By:
                                         /s/ Andreas Posch

         
	Date:
                                         17 December 2019

         

	Name:
    Dr. Andreas Posch	 
	Title:
    Managing Director & CEO	 
	 	 
	By:
    /s/ Achim Plum	Date:
    17 December 2019
	Name:
    Dr. Achim Plum	 
	Title:
    Managing Director	 
	 	 
	Qiagen
    GmbH	 
	 	 
	 	 
	By:
    /s/ Jakob Soroko	Date:
    17 December 2019
	Name:
    Dr. Jakob Soroko	 
	Title:
    Senior Director Legal Affairs EMEA	 
	 	 
	By:
    /s/ Dirk Baade	Date:
    17 December 2019
	Name:
    Dirk Baade	 
	Title:
    VP Corporate Accounting	 
	 	 


 


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