Exhibit 10.6.1

VARIATION AGREEMENT
TO CO-DEVELOPMENT
AND COMMERCIALIZATION AGREEMENT

     THIS VARIATION AGREEMENT (“Variation Agreement”) is made and entered into as of the 19 day of December, 2009 by and among Rules-Based Medicine, Inc., a Delaware corporation (“RBM”); and Psynova Neurotech Limited, a company incorporated in England and Wales (“Psynova”).

W I T N E S S E T H:

     WHEREAS, RBM and Psynova are parties to that certain Co-Development and Commercialization Agreement dated September 5, 2008 (as amended and varied, the “Agreement”) whereby, among other things, Psynova granted certain rights to RBM under Section 9.3 of the Agreement (the “Schizophrenia IP Rights”);

     WHEREAS, the Schizophrenia IP Rights include rights under any Psynova Background IP (as defined in the Agreement), which includes Intellectual Property (as defined in the Agreement”) that is related to a Schizophrenia Product (as defined in this Agreement) that is subject to the Framework Agreement between The Chancellor, Masters and Scholars of the University of Cambridge, Cambridge Enterprise Limited, and Psynova (the “Framework Agreement”); and

     WHEREAS, Psynova has certain rights to the intellectual property set forth in Schedule 1, which is subject to the Framework Agreement and the parties desire to amend the Agreement to memorialize the inclusion of said intellectual property within the Schizophrenia IP rights granted to RBM under the Agreement.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

     1. Definitions. Capitalized terms used but not defined herein shall have the meaning given in the Agreement.

     2. Amendments to Agreement.

     (a) Psynova Background IP. The definition of Psynova Background IP is hereby deleted in its entirety and replaced with the following:

“Psynova Background IP” means (a) any Intellectual Property owned, licensed to or developed by Psynova independently of the R&D Project and this Agreement, which relates to any Schizophrenia Product, and (b) the Intellectual Property identified in Schedule 1 hereto, which relates to any Schizophrenia Product.

     (b) Inventions. The definition of Invention is hereby deleted in its entirety and replaced with the following:

“Invention” means (a) an invention conceived by one or more employee or agent of either Psynova or RBM or the parties jointly, which invention arises from the R&D Project or otherwise under the terms of this Agreement, and includes without limitation all New Biomarkers and New Assays and (b) an invention owned, licensed to or developed by Psynova independently of the R&D Project and this Agreement, which relates to any Schizophrenia Product (such as Intellectual Property licensed to Psynova as contemplated by the Framework Agreement), and includes without limitation, the Inventions identified in Schedule 2.

     3. Confirmation

The parties agree and declare that the Agreement shall (save as amended by this Variation Agreement) continue in full force and effect and this Variation Agreement shall be read as one with, and shall be supplemental to, the Agreement. Where there is any inconsistency or ambiguity between the terms of the Agreement and this Variation Agreement, the terms of this Variation Agreement shall prevail.

     4. Miscellaneous Provisions

	a.		The provisions of clauses 22 and 23.11 of the Agreement shall apply mutatis mutandis.
	b.		This Variation Agreement is not intended to confer any legally enforceable rights on any person other than the parties, their successors in title and assignees, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 applicable to England and Wales or otherwise.
	c.		Each party acknowledges to the others (and shall execute this Variation Agreement in reliance on such acknowledgement) that it has not been induced to enter into this Variation Agreement by, nor relied on, any representation or warranty.
	d.		This Variation Agreement may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Variation Agreement by fax or email shall be effective as delivery of a manually executed counterpart of this Variation Agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Variation Agreement as of the date first set forth above.

SCHEDULE 1 TO CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

Assigned to Cambridge and Subject to Framework Agreement with Psynova

Country			Application Number			Filing Date		Description
PCT			PCT/GB2006/050034			2/14/2006		Bah-1253-01-Biomarkers and targets-psychiatric disorders/related disorders of CNS
Australia			2006212041			2/14/2006		Bah-1253-01-Biomarkers and targets-psychiatric disorders/related disorders of CNS
Canada			2594405			2/14/2006		Bah-1253-01-Biomarkers and targets-psychiatric disorders/related disorders of CNS
China			200680004894.5			2/14/2006		Bah-1253-01-Biomarkers and targets-psychiatric disorders/related disorders of CNS
Japan			2007553715			2/14/2006		Bah-1253-01-Biomarkers and targets-psychiatric disorders/related disorders of CNS
Europe			06710158			2/14/2006		Bah-1253-01-Biomarkers and targets-psychiatric disorders/related disorders of CNS
PCT			PCT/GB2007/003090			8/15/2007		Bah-1677-06 – Diagnosing, monitoring, screening for major depressive order
Australia			2007285632			2/4/2009 (National Entry Date)		Bah-1677-06 – Diagnosing, monitoring, screening for major depressive order
Europe			EP20070789213			8/15/2007		Bah-1677-06 – Diagnosing, monitoring, screening for major depressive order
Japan			2009524229			8/15/2007		Bah-1677-06 – Diagnosing, monitoring, screening for major depressive order
GB			GB0521098.4			10/18/2005		Bah-1487-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
PCT			PCT/GB2006/003870			10/18/2006		Bah-1487-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
Australia			2006303026			11/4/2008 (National Entry)		Bah-1487-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
Canada			2626490			4/17/2008 (National Entry)		Bah-1487-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
European			2006794812			10/18/2006		Bah-1487-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
US			12/090,530			2/22/2009		Bah-1487-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
PCT			PCT/GB2006/004509			4/12/2006		Bah-1546-05 and Bah-1737-06 – biomarkers for psychotic disorders
Australia			2006321389			06/02/2008 (National Entry Date)		Bah-1546-05 and Bah-1737-06 – biomarkers for psychotic disorders
Canada			2640846			05/29/2008 (National Entry Date)		Bah-1546-05 and Bah-1737-06 – biomarkers for psychotic disorders
China			200680051802.9					Bah-1546-05 and Bah-1737-06 – biomarkers for psychotic disorders
Europe			2006820395					Bah-1546-05 and Bah-1737-06 – biomarkers for psychotic disorders
Japan			2008542840					Bah-1546-05 and Bah-1737-06 – biomarkers for psychotic disorders
PCT			PCT/GB2006/004433			11/28/2006
Australia			2006318912			06/20/2008
Canada			2632052			05/27/2008 (National Entry)
China			200680051583.4			07/22/2008
Europe			2006808694			05/30/2008
Japan			2008541830			05/27/2008
US			12095146			10/27/2008
GB			GB0720548			10/19/2007
GB			GB07200545			10/19/2007
GB			GB0707001			4/11/2007
PCT			PCT/GB2004/002503			06/14/2004		Bah-812-01 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
Europe			2004736765			09/01/2006		Bah-812-01 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
US			10560279			10/03/2006		Bah-812-01 – Biomarkers and targets-psychiatric disorders/related disorders of CNS

Country		Application Number				Filing Date		Description
PCT		PCT/GB2007/000193				1/22/2007
GB		GB0511302.2						Bah-1360-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
GB		GB05241110.4						Bah-1510-05 – Biomarkers and targets-psychiatric disorders/related disorders of CNS
GB		GB0704515.6						Bah-1901-07 – Diagnosis, Monitor, Screening for psychotic disorders
PCT		PCT/GB2008/00831						Bah-1901-07 – Diagnosis, Monitor, Screening for psychotic disorders
PCT		PCT/GB2006/050140				6/5/2006

Country		Application Number		Filing Date		Description
GB		GB0724735.6		12/19/2007
GB		GB0724735.6		12/19/2007
GB		GB0724735.6		12/19/2007
GB		GB0724735.6		12/19/2007
GB		GB0724735.6		12/19/2007
GB		GB0724735.6		12/19/2007
GB		GB0724735.6		12/19/2007
US		11/912,029		6/5/2006
GB		GB701626		12/01/2007		Methods and Biomarkers for Diagnosing and Monitoring Psychotic Disorders
PCT		PCT/GB2008/000199		1/21/2008		Methods and Biomarkers for Diagnosing and Monitoring Psychotic Disorders
EPO		EP8701876.8		1/21/2008		Methods and Biomarkers for Diagnosing and Monitoring Psychotic Disorders
CA		Canada-2676091		1/21/2008		Methods and Biomarkers for Diagnosing and Monitoring Psychotic Disorders
AU		AU2008208717		1/21/2008		Methods and Biomarkers for Diagnosing and Monitoring Psychotic Disorders
JP		JP2009546000		1/21/2008		Methods and Biomarkers for Diagnosing and Monitoring Psychotic Disorders

SCHEDULE 2 TO CO-DEVELOPMENT AND COMMERCIALIZATION AGREEMENT

Assigned to Cambridge and Subject to Framework Agreement with Psynova

Country		Application Number		Filing Date		Description
Great Britian		GB0818658.7		10/10/2008		Bah-2194-08 – Diag. and monitor. of schizophrenia and other pyschotic disorders
Great Britian		GB0818660.3		10/10/2008		Bah-2205-08 – Diag. and monitor. of schizophrenia and other pyschotic disorders
Great Britian		GB0915736.3		9/9/2009		Bah-2310-09 – Diag. and monitor of schizophrenia and other psychotic disorders
						PSY022 (Bah-2310-09)
						PSY024 (Bah-2318-09)
						PSY025 (Bah-2329-09)
						PSY026 (Bah-2338-09)
		PSY027 (Bah-2351-09)
PSY028 (Bah-2360-09)
PSY029 (Bah-2361-09)