AMENDMENT NO. 1 TO

Exhibit 10.2

AMENDMENT NO. 1 TO

2013 SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of January 29, 2014, is by and among Champions Oncology, Inc. (the “Company”), Battery Ventures IX, L.P. (“Ventures”), Battery Investment Partners IX, LLC (together with Ventures, “Battery”) and PAR Investment Partners, L.P. (“PAR”).

WHEREAS, the Company, Battery, PAR and certain other parties are parties to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated as of January 28, 2013; and

WHEREAS, the Company, Battery and PAR wish to amend certain provisions of the Securities Purchase Agreement;

NOW, THEREFORE, in consideration of the mutual promises made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of Battery and PAR hereby agree as follows.

1.          The definition of “Change of Control” in Section 1.3 of the Securities Purchase Agreement is hereby replaced in its entirety with the following:

“Change of Control” means the occurrence of any one or more of the following events: (i) the sale or other disposition to an unrelated party of all or substantially all of the assets of the Company, in one transaction or a series of transactions (other than financing arrangements); or (ii) a merger, consolidation or share exchange involving the Company and any other person or entity (other than for the purposes of reincorporation), in which the Company or one of its subsidiaries is not the surviving entity, after approval of the Board of Directors.

2.          All other provisions of the Securities Purchase Agreement shall remain intact. This Amendment shall be interpreted in accordance with the governing law and jurisdiction provisions of Section 6.7 of the Securities Purchase Agreement. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile transmission or email.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

	CHAMPIONS ONCOLOGY, INC.
	By:	/s/ Xxxx Xxxxxxxx
		Name: Xxxx Xxxxxxxx
		Title:   Chief Executive Officer
	BATTERY VENTURES IX, L.P.
	By:	Battery Partners IX, LLC
		General Partner
		By:	/s/ Xxxxx Xxxxx
			Name: Xxxxx Xxxxx
			Title:   Member Manager
	BATTERY INVESTMENT PARTNERS, IX, LLC
	By:	Battery Partners IX, LLC
		Managing Member
		By:	/s/ Xxxxx Xxxxx
			Name: Xxxxx Xxxxx
				Title:   Member Manager
	PAR INVESTMENT PARTNERS, L.P.
	By:	PAR Group, L.P.
		General Partner
		By:	PAR Capital Management, Inc.
			General Partner
			By:	Xxxxxx Xxxxx
				Name: Xxxxxx X. Xxxxx
				Title: Chief Operating Officer