Exhibit 10.10


 


AMENDMENT NO.3 TO CONSULTING AGREEMENT


 


This Amendment No.
3 to Consulting Agreement (this “Amendment”), dated _June 30, __________, 2016, is entered into between PhaseRx,
Inc., a Delaware corporation having a place of business at 410 West Harrison Street, Seattle, WA 98119 (the “Company”)
and Paul H. Johnson, Ph.D., having a place of business at 12020 211th Place SE, Snohomish, Washington 98296 (the “Consultant”).


 


RECITALS


 


WHEREAS, the Consultant
and the Company entered into a Consulting Agreement, effective as of July 2, 2013, as previously amended by that certain Amendment
to the Consulting Agreement, effective as of January 2, 2014, and Amendment No.2 to Consulting Agreement, dated as of February
10, 2016 (as so amended, the “Agreement”);


 


WHEREAS, the Company
and the Consultant desire to amend the Agreement to reduce the consultant fees set forth on Exhibit A attached thereto.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants set forth herein, the parties hereto, intending legally to be bound, hereby
agree as follows:


 


		1.	Definitions



 


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


 


		2.	Amendment Date



 


This Amendment
shall be effective as of the date hereof.


 


		3.	Amendments to Agreement



 


The parties agree that
the first bullet under “2. Compensation” on Exhibit A to the Agreement shall be deleted in its entirety and replaced
with the following:


 


“• $5,000 in cash per year, paid in equal
quarterly installments in arrears.”


 


		4.	No Other Waivers or Modifications; Applicability of
this Agreement



 


Except to
the extent expressly modified by Section 3 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.	Entire Agreement



 


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


 






     


     


    

 


		6.	Counterparts






 


This Amendment may be
executed in any number of counterparts, all of which taken together shall constitute one and the same agreement, and any of the
parties hereto may execute this Amendment by signing any such counterpart. Delivery of an executed counterpart of a signature page
to this Amendment by telecopier or by electronic mail (in portable document format (“PDF”)) shall be effective as delivery
of a manually executed counterpart of this Amendment.


 


[Signature page follows]


 




    - 2 - 


     


    

 


IN WITNESS
WHEREOF, the parties have
executed this Amendment as of the
date and year first written above.


 


	COMPANY:	CONSULTANT
	 	 
	PHASERX, INC.	/S/Paul Johnson
	a Delaware corporation	Paul H. Johnson, Ph.D.


 


	By:	/S/ Shing-Yin (Helen) Tsui	 
	Name: Shing-Yin Tsui	 
	Title: VP, Finance