FIRST AMENDMENT TO CO-DEVELOPMENT AND COLLABORATION AGREEMENT

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Double asterisks denote omissions.

Exhibit 10.1

1.

All capitalized terms in this First Amendment shall have the same meaning as defined in the Agreement.

2.

The Agreement shall be amended as follows:

A.

AMENDED: Section 1.33 is hereby amended to read in its entirety as follows:

B.

AMENDED:  Section 1.57 is hereby amended to read in its entirety as follows:

C.

AMENDED:  The final sentence of Section 2.1 is hereby amended to read in its entirety as follows:

D.

AMENDED:  The first paragraph of Section 9.4(b) is hereby amended to read in its entirety as follows:

E.

AMENDED:  The last sentence of Section 12.4 shall be amended to read as follows:

F.

ADDITION/AMENDED: New Section 3.5(d) shall be added and read as follows:

(i)

Notwithstanding Section 3.5(a), all Development Costs incurred by the Parties in connection with the conduct of the NSCLC POC Trial from and after August 1, 2016 shall be deemed to constitute Additional Development Costs and shall be borne by the Parties as set forth in Section 3.5(b)(i) as if such incurred amounts were in excess of the Cap.  For the avoidance of doubt, (A) once Biodesix satisfies its payment obligation under clause (d)(iii) below, Biodesix’s reimbursement obligation under Section 3.5(a) for all Development Costs incurred in connection with the NSCLC POC Trial up to the Cap shall be deemed fully satisfied, (B) all Development Costs incurred in connection with the NSCLC POC Trial from and after August 1, 2016 shall be deemed to be approved Development Costs constituting Additional Development Costs, which the Parties shall bear as set forth in Section 3.5(b)(i) as if such incurred amounts were in excess of the Cap, and (C) nothing in this clause (d)(i) modifies the Parties’ obligations to share in Additional Development Costs under Sections 3.5(b)(ii) and 3.5(b)(iii).

(ii)

In consideration of AVEO’s agreement to bear 50% of the Development Costs incurred by the Parties in connection with the conduct of the NSCLC POC Trial from and after August 1, 2016 as set forth in the first sentence of clause (d)(i) above (the “AVEO-Assumed Additional Development Cost Obligation”), AVEO shall be entitled to an increase in its share of License Income pursuant to Section 4.3 and/or an increase in its share of profits pursuant to the Commercialization Agreement and/or an increase in its Opt-Out Royalty pursuant to the Commercialization Agreement and/or a decrease in Biodesix’s Opt-Out Royalty pursuant to the Commercialization Agreement, equal in aggregate to [**] times ([**]x) the AVEO-Assumed Additional Development Cost Obligation.  Such amounts shall be paid to AVEO by reducing the percentage of License Income payable by AVEO to Biodesix under Section 4.3(a) and/or Section 4.3(b) and/or by increasing the percentage of License Income payable by Biodesix to AVEO under Section 4.3(c) and/or by increasing AVEO’s share of profits pursuant to the Commercialization Agreement and/or by increasing AVEO’s Opt-Out Royalty pursuant to the Commercialization Agreement and/or by decreasing Biodesix’s Opt-Out Royalty pursuant to the Commercialization Agreement, until such time as [**] times ([**]x) the AVEO-Assumed Additional Development Cost Obligation has been paid to AVEO through such payment modifications. Following such time as an aggregate of [**] times ([**]x) the AVEO-Assumed Additional Development Cost Obligation has been paid to AVEO through such payment modifications, the payments under Section 4.3 and/or under the Commercialization Agreement shall resume without such modifications. For the avoidance of doubt, Biodesix shall not have any obligation to repay to AVEO the AVEO-Assumed Additional Development Cost Obligation beyond the payment modifications described above.

(iii)

Within [**] days after the Amendment Effective Date, Biodesix shall pay to AVEO an amount equal to all Development Costs incurred by the Parties (and not previously paid or reimbursed by Biodesix) in connection with the conduct of the NSCLC POC Trial prior to August 1, 2016, which the Parties currently estimate were approximately [**] U.S. dollars ($[**]) (which estimate will likely change when the Parties finalize their accounting of such Development Costs during the approximately [**] following the Amendment Effective Date, in part because certain amounts payable to [**] were not confirmed as of the Amendment Effective Date), in satisfaction of Biodesix’s previously unpaid obligations under Section 3.5(a) with respect to Development Costs incurred by the Parties in connection with the conduct of the NSCLC POC Trial prior to August 1, 2016.”

3.

This First Amendment, together with the Agreement, constitute the entire agreement between the Parties with respect to the subject matter contained therein, and together supersede and replace any and all prior and contemporaneous understandings, arrangements and agreements, whether oral or written, with respect to such subject matter.

4.

Except as provided hereinabove, the Parties hereby confirm and ratify that all terms and conditions of the Agreement, as heretofore amended, are in full force and effect and shall continue to apply, as amended by this First Amendment.

5.

This First Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the First Amendment when a duly authorized representative of each Party has signed a counterpart. Each Party agrees that the delivery of the First Amendment by facsimile or electronic transmission shall have the same force

and effect as delivery of original signatures and that each Party may use such facsimile or electronic signatures as evidence of the execution and delivery of the First Amendment by all Parties to the same extent that an original signature could be used.

AVEO Pharmaceuticals, Inc.

Biodesix, Inc.

By:

/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Name:

▇▇▇▇▇ ▇▇▇▇▇▇

Title:

CEO & President

Title:

Chief Executive Officer