AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENT

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.45

AMENDMENT 1 TO EXCLUSIVE LICENSE AGREEMENT

This Amendment (the “Amendment”) is dated and effective as of the last date of signature (the “Amendment Effective Date”) by and between Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation with principal offices at 1275 York Avenue, New York, NY 10065, The Rockefeller University, a New York not-for-profit corporation with principal offices at 1230 York Avenue, New York, NY 10065, Rutgers, The State University of New Jersey, having its statewide Office of Technology Commercialization at 3 Rutgers Plaza, New Brunswick, New Jersey 08901, and University of Bonn, all of which will be collectively referred to as “Institutions” and Aduro Biotech, Inc., a corporation with principal offices located at 626 Bancroft Way, #3C, Berkeley, CA 94710 (“Licensee).

Whereas the Institutions and Licensee entered into an Exclusive License Agreement for Institutions’ Technology “Compositions & Methods for Altering Second Messenger Signaling,” effective as of December 18, 2014 (the “License Agreement”); and

WHEREAS, the Institutions and Licensee desire to amend Exhibit C of the License Agreement to include reference to additional proprietary cyclic dinucleotide structures of Licensee.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:

[*]

IN WITNESS WHEREOF, authorized representatives of the parties have signed and dated this Agreement below.