NATIONAL INSTITUTES OF HEALTH FIRST AMENDMENT TO L-035-2012/0

Exhibit 10.41

NATIONAL INSTITUTES OF HEALTH

FIRST AMENDMENT TO L-035-2012/0

This is the first amendment (“First Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) within the Department of Health and Human Services (“HHS”), and KineMed Inc. having an effective date of January 3, 2012 and having NIH Reference Number L-035-2012/0 (“Agreement”). This First Amendment, having NIH Reference Number L-035-2012/1, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 208523804, U.S.A., and KineMed, Inc., having an office at 5980 Horton Street, Suite 470, Emeryville, CA 94608 (“Licensee”). This First Amendment includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Royalty Payment Information), and new Appendix D (Benchmarks and Performance).

WHEREAS, Licensee has represented in the annual report received on January 23, 2013 that it cannot pay certain royalties due the NIH until third party financing is received for commercial development of a Licensed Product.

WHEREAS, Licensee has represented that it has received feedback from potential third party development partners that additional data is required for such third parties to provide financing for commercial development of a Licensed Product.

WHEREAS, Licensee has entered a Collaborative Research and Development Agreement (CRADA) with the National Heart Lung and Blood Institute (NHLBI) at the NIH on December 8, 2008, once amended on August 20, 2012 to extend to December 31, 2013.

WHEREAS, Licensee has entered a Material Transfer Agreement (MTA) on August 20, 2011 with National Center for Advancing Translational Sciences (NCATS), formerly the NIH Rapid Access to Interventional Development (RAID) program, for access to materials and services necessary to prepare Licensed Product for an Investigational New Drug (IND) filing at the Food and Drug Administration (FDA).

WHEREAS, Licensee represents that it is in good standing with NCATS and the NHLBI and that both collaborations are still ongoing.

WHEREAS, the NIH has agreed to defer certain royalties under the Agreement until the IND Filing, upon the condition that if Licensee has no interest in further commercial development of Licensed Product after completion of the IND Filing, all Regulatory Filings, Data, Manufacturing Information, Material and Supporting Material be returned to the NHLBI.

WHEREAS, the NIH agrees that if Licensee returns all Regulatory Filings, Data, Manufacturing Information, Material, and Supporting Material to the NHLBI, the NIH shall cancel the outstanding amount of the deferred royalties.

WHEREAS, Licensee agrees that if it desires to continue further commercial development after completion of the IND Filing, Licensee shall pay all of the deferred royalties due the NIH plus additional royalties as stipulated in Paragraph 9.8 of the Agreement.

WHEREAS, Licensee also agrees that it will immediately pay all of the deferred royalties due the NIH plus an additional royalty upon obtaining third party financing prior to the IND Filing date, upon termination or expiration of the CRADA, or termination of the Agreement prior to the IND Filing date.

WHEREAS, Licensee agrees to pay patent expense royalties currently due the NIH in accordance with this First Amendment and that all other provisions of the Agreement remain the same.

WHEREAS, the NIH and Licensee desire to memorialize Licensee’s direct payment of certain validation and maintenance expenses for European Application Number 05815961.7, which has carried over from the proceeding Commercial Evaluation License effective August 23, 2010 between the NIH and Licensee.

WHEREAS, the NIH and the Licensee desire that the Agreement be amended a first time as set forth below in order to provide an incentive for all parties to continue collaborating towards a value adding milestone for commercial development of a Licensed Product under the CRADA, BrDGs Grant, and Agreement and to set forth the aforementioned terms.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the NIH and the Licensee, intending to be bound, hereby mutually agree to the following:

The following contingencies shall result in immediate payment of the Deferred Royalties and the Additional Royalties due the NIH:

The following contingencies shall result in cancellation of the Deferred Royalties and the Additional Royalties:

The following contingencies shall result in the cancellation of the Additional Royalties:

For a total of Seventy One Thousand One Hundred and Sixty Three Dollars and Seven Cents ($71,163.07) due the NIH.

SIGNATURES BEGIN ON NEXT PAGE

FIRST AMENDMENT TO L-035-2012/0

SIGNATURE PAGE

In Witness Whereof, the parties have executed this First Amendment on the dates set forth below. Any communication or notice to be given shall be forwarded to the respective addresses listed below.

National Institutes of Health

Mailing Address or E-mail Address for Agreement notices and reports:

Chief, Monitoring & Enforcement Branch, DTDT

Office of Technology Transfer

National Institutes of Health

6011 Executive Boulevard, Suite 325

Rockville, Maryland 20852-3804 U.S.A.

E-mail: ***@***

For the Licensee (Upon information and belief, the undersigned expressly certifies or affirms that the contents of any statements of the Licensee made or referred to in this document are truthful and accurate.):

Name: Alexander Glass

Title: Chief Operating Officer

Name: Alexander Glass

Title: Chief Operating Officer

Mailing Address:

5980 Horton Street

Suite 470 

Emeryville, California 94608

Any false or misleading statements made, presented, or submitted to the Government, including any relevant omissions, under this Agreement and during the course of negotiation of this Agreement are subject to all applicable civil and criminal statutes including Federal statutes 31 U.S.C. §§3801-3812 (civil liability) and 18 U.S.C. §1001 (criminal liability including fine(s) or imprisonment).

ATTACHMENT 1 — ROYALTY PAYMENT OPTIONS

The OTT License Number MUST appear on payments, reports and correspondence.

Automated Clearing House (ACH) for payments through U.S. banks only

The NIH encourages its licensees to submit electronic funds transfer payments through the Automated Clearing House (ACH). Submit your ACH payment through the U.S. Treasury web site located at: https://www.pay.gov. Locate the “NIH Agency Form” through the Pay.gov “Agency List”.

Electronic Funds Wire Transfers

The following account information is provided for wire payments. In order to process payment via Electronic Funds Wire Transfer sender MUST supply the following information within the transmission:

Drawn on a U.S. bank account via FEDWIRE should be sent directly to the following account:

Drawn on a foreign bank account should be sent directly to the following account. Payment must be sent in U.S. Dollars (USD) using the following instructions:

Checks

All checks should be made payable to “NIH Patent Licensing”

Checks drawn on a U.S. bank account and sent by US Postal Service should be sent directly to the following address:

National Institutes of Health (NIH) P.O. Box 979071

St. Louis, MO 63197-9000

Checks drawn on a U.S. bank account and sent by overnight or courier should be sent to the following address:

US Bank

Government Lockbox SL-MO-C2GL

1005 Convention Plaza

St. Louis, MO 63101 

Phone: 314 ###-###-####

Checks drawn on a foreign bank account should be sent directly to the following address:

National Institutes of Health (NIH)

Office of Technology Transfer

Royalties Administration Unit

6011 Executive Boulevard

Suite 325, MSC 7660

Rockville, Maryland 20852

APPENDIX D — BENCHMARKS AND PERFORMANCE

Licensee agrees to the following Benchmarks for its performance under this Agreement and, within thirty (30) days of achieving a Benchmark, shall notify PHS that the Benchmark has been achieved.