FIRST AMENDMENT TO LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT

Exhibit 10.49

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

FIRST AMENDMENT TO LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT

THIS FIRST AMENDMENT TO LICENSE, SUPPLY AND DISTRIBUTION AGREEMENT is made and entered into as of this 19th day of December, 2005 ("Effective Date") by and between F.Hoffmann-La Roche Ltd. ("FHLR") having a principal office at Grenzacherstrasse 124, Basel, Switzerland and 454 Life Sciences Corporation ("454") having a principal office at 20 Commercial Street, Branford, CT 06405, USA.

RECITALS

WHEREAS, the Parties have entered into a written License, Supply and Distribution Agreement dated May 11, 2005 ("Original Agreement"); and

WHEREAS, according to the last paragraph of Section 2.7 of the Original Agreement the Parties wish to change the Initial estimated ASP in Section 3.3 (b) and Exhibit 2 of the Original Agreement and the Licensed Products Specifications in Exhibit 3 of the Original Agreement.

NOW THEREFORE, in consideration of the covenants and mutual promises set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. According to Section 3.3 (b) of the Original Agreement the Parties hereby define in detail the Licensed Products, the initial estimated ASP for the Licensed Products and the launch date by amending Exhibit 2. Exhibit 2 shall be replaced by the following new Exhibit 2:

(See attached document.)

Furthermore, the launch date for all Licensed Products shall be September 30, 2005.

2. Exhibit 3 of the Original Agreement shall be deleted in its entirety and replaced by the following new Exhibit 3:

(See attached document.)

3. The Parties agree that the "Accessories" listed on the new Exhibit 2 shall be treated the same as the Instrument regarding the payment of royalties.

4. According to Section 3.3 (c) the Parties have to agree on the applicable estimated ASP for the following calendar year latest by November 30 ^th . In deviation from this Section 3.3 (c) the Parties agree that for the calendar year 2006 the applicable estimated ASP shall be as set out in Section 1 of this First Amendment.

IN WITNESS WHEREOF, each of the Parties has caused this First Amendment to the Original Agreement to be executed by its duly authorized representative.