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.

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Appendix A

PATENT RIGHTS

MGH Ref. MGH-1229.0 Borsook

MGH Ref. MGH-1725.0 Borsook

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