First Amendment to License Agreement



 Exhibit 10.28 

FIRST AMENDMENT TO LICENSE AGREEMENT 

This First Amendment to License Agreement (this “Amendment”) is dated effective as of July 7, 2009 (the
“First Amendment Effective Date”) by and between The General Hospital Corporation, a Massachusetts not-for-profit corporation doing business as Massachusetts General Hospital (“GENERAL”) and Dara Therapeutics, Inc.
(formerly Dara Pharmaceuticals, Inc.), a North Carolina corporation (“COMPANY”). 
 WHEREAS, GENERAL and
COMPANY are parties to that certain License Agreement dated effective May 3, 2004, (the “License Agreement”) and desire to amend the License Agreement, as provided herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows: 
 1. Definition of Terms. All capitalized terms contained herein and not otherwise defined shall be defined as
provided in the License Agreement. 
 2. Amendments. 

a. Section 1.6 is deleted in its entirety and replaced with the following: 

“The term “PATENT RIGHTS” shall mean the patent applications and patents set forth in Appendix A, any and all patents
issuing from or based on such patent applications, any and all foreign counterparts of such applications and patents, and any and all continuations, continuations in part, divisions, reissues, reexaminations, extensions, supplementary protection
certificates and renewals of any of such patent applications, patents and foreign counterparts.” 
 b.
Appendix A of the License Agreement is deleted in its entirety and replaced by the new Appendix A attached hereto. 
 3. Full
Force and Effect; Conflicts. The License Agreement and its appendices and exhibits remain unmodified and in full force and effect, except as modified hereby, the parties specifically intending the Amendments listed in Section 2 to
supersede, amend and supplement the License Agreement and its appendices and exhibits. 
 4. Successors and Assigns. The
License Agreement, as amended by this Amendment, shall be binding upon and inure to the benefit of the parties thereto and their respective permitted successors and assigns. 

5. Multiple Counterparts. This Amendment may be executed in multiple counterpart signature pages, each of which when taken
together shall constitute one and the same Amendment. This Amendment may be executed by exchanging facsimile signature pages. 

[signature page follows] 
  

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 IN WITNESS WHEREOF, this Amendment has been duly executed by the parties hereto as of the
date first above written. 
  

									
	THE GENERAL HOSPITAL CORPORATION:	  		  	DARA THERAPEUTICS, INC.
					
	By:	 	 /s/ Frances Toneguzzo
	  		  	By:	 	 /s/ Richard A. Franco

	Print name:	 	Frances Toneguzzo	  		  	Print name:	 	Richard A. Franco
	Title:	 	Executive Director	  		  	Title:	 	President
	Research Ventures & Licensing	  		  		 	

  

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 Appendix A 

PATENT RIGHTS 

MGH Ref. MGH-1229.0 Borsook 
  

															
	 Country
	  	Application
Status	  	Application Serial
Number	  	Filing Date	  	Publication
Number	  	Publication
Date	  	Patent
Number	  	Issue Date
	 United States
	  	Granted	  	09/013711	  	1/26/1998	  		  		  	5,905,069	  	5/18/1999
								
	 PCT
	  	Expired –
National stage
entered	  	PCT/US99/01518	  	1/26/1999	  	WO 99/37310	  	7/29/1999	  		  	
								
	 Australia
	  	Granted	  	2469399	  	1/26/1999	  		  		  	758342	  	7/3/2003
								
	 China
	  	Granted	  	99802430.9	  	1/26/1999	  		  		  	ZL99802430.9	  	4/21/2004
								
	 Japan
	  	Pending	  	2000-528292	  	1/26/1999	  		  		  		  	

 MGH Ref. MGH-1725.0 Borsook 

 

															
	 Country
	  	Application
Status	  	Application Serial
Number	  	Filing Date	  	Publication
Number	  	Publication
Date	  	Patent
Number	  	Issue Date
	 United States
	  	Expired –
provisional	  	60/234,382	  	9/20/2000	  		  		  		  	
								
	 United States
	  	Granted	  	10/380354	  	9/5/2003	  	04 38927	  	2/26/2004	  	7196071	  	3/27/2007
								
	 United States
	  	Granted	  	11/686510	  	3/15/2007	  	07 0161597	  	7/12/2007	  	7375094	  	5/20/2008
								
	 United States
	  	Pending	  	12/112213	  	4/30/2008	  		  		  		  	
								
	 PCT
	  	Expired –
National stage
entered	  	PCT/US01/29371	  	9/20/2001	  	WO 02/24146	  	3/28/2002	  		  	
								
	 Canada
	  	Pending	  	2425172	  	9/20/2001	  		  		  		  	
								
	 Europe
	  	Pending	  	01971222.3	  	9/20/2001	  	1328236	  	7/23/2003	  		  	
								
	 Japan
	  	Pending	  	2002528183	  	9/20/2001	  	2004537494	  	12/16/2004	  		  	

  

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