Exhibit 10.1


 


FIRST AMENDMENT TO


 


LICENSE AGREEMENT


 


 


 


 


 


between


 


 


 


 


 


 


 


 


 


 


 


NOVARTIS PHARMA AG


 


and


 


ALLARITY THERAPEUTICS EUROPE ApS


(formerly known as ONCOLOGY VENTURE ApS )


 


Effective as of March 30, 2022


 




     


     

    

 


FIRST AMENDMENT
TO LICENSE AGREEMENT


 


This FIRST AMENDMENT TO LICENSE
AGREEMENT (the “Amendment”) is made as of the 30th day of March, 2022 (“Effective Date”), by and
between Novartis Pharma AG, a company organized under the laws of Switzerland and located at Lichtstrasse 35, 4056 Basel, Switzerland
(“Novartis”), and Allarity Therapeutics Europe ApS (formerly known as Oncology Venture ApS), a company organized under
the laws of Denmark, with headquarters at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“OV”). Novartis and OV are each
referred to individually as a “License Party” and together as the “License Parties.” All definitions
that are not defined in this Amendment shall have the meaning in the License Agreement that is being amended by this Amendment.


 


RECITALS


 


WHEREAS, the License Parties
previously entered into that certain License Agreement, dated April 6, 2018, relating to the Compound (TK1258 a.d.a Dovitinib);


 


WHEREAS, pursuant the License
Agreement, OV caused its subsidiary, OV-SPV2 ApS, a company organized under the laws of Denmark now known as Allarity Therapeutics Denmark
ApS (“OV-SPV2”), to issue that certain Convertible Promissory Note, attached as Exhibit A to the License Agreement
(the “Note”);


 


WHEREAS, in connection with
its first annual audit as a Nasdaq listed company, it was discovered that under applicable New York law, Section 11.7 of the License Agreement
would operate to prevent Novartis from enforcing the Note as a legal obligation of OV-SPV2 in the courts of New York from the date of
its original issue because OV-SPV2 is an “Affiliate” of OV and the Note was not excluded from the liability limitation provisions
of Section 11.7; and


 


WHEREAS, with the passage
of time during which the Note was not accounted for as a legal obligation of OV-SPV2 under U.S. Generally Accepted Accounting Principles
and to rectify the situation, the Parties now desire to Amend Section 11.7 of the License Agreement so that the original Note which will
be enforceable under New York law as a legal obligation of OV-SPV2.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, and for other legal an valuable consideration the sufficiency of which is hereby
acknowledged, the Parties Agree as follows:


 


1. Amendment
to Section 11.7 of the License Agreement. In order to ensure that Novartis has the legal right to enforce the Convertible Promissory
Note under New York law and in the New York courts, the License Parties agree to amend and restate Section 11.7 to add to the second paragraph
thereof the Convertible Promissory Note to the list of enforceable claims under the License Agreement, with Section 11.7 to read in its
entirety as follows:


 


11.7 Special, Indirect and Other Losses. Except for (claims arising out of a Party’s willful misconduct, or a Party’s breach
of Clause 15 or any other confidentiality obligations under this License Agreement, TO THE MAXIMUM EXTENT PERMITTED BY LAW NO PARTY NOR
ANY OF ITS AFFILIATES SHALL BE LIABLE IN CONTRACT, TORT, NEGLIGENCE BREACH OF STATUTORY DUTY OR OTHERWISE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR FOR ANY ECONOMIC LOSS, DIMINUTION IN VALUE OR FOR
ANY CONSEQUENTIAL OR INDIRECT LOSS WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF PRODUCTION, LOSS OF USE, LOSS OF CONTRACTS AND LOSS
OF PROFITS SUFFERED BY ANY OTHER PARTY. NO REPRESENTATIONS OR WARRANTIES ARE MADE, INCLUDING AS TO FITNESS FOR PURPOSE, MERCHANTABILITY
AND/OR NON-INFRINGEMENT, EXCEPT AS EXPRESSLY STATED HEREIN.


 


For the avoidance of doubt, nothing
in this Clause 11.7 is intended to affect the Option Fee, the Upfront Payment, the Convertible Promissory Note, the Milestone and Royalty
Payments due and payable by OV to Novartis pursuant to Clause 7, including Novartis’ right to bring a claim, to recover such Option
Fee, the Upfront Payment, the Milestone and Royalty Payments and to enforce the Convertible Promissory Note in the event that they are
not paid in accordance with the terms of this License Agreement. No Party excludes any liability for death or personal injury caused by
its negligence or that of its employees, agents or subcontractors.


 


2. Other
Provisions of the License Agreement Remain in Full Force and Effect. All other provisions of the License Agreement shall remain in
full force and effect as written.


 


3. Counterparts.
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.





 




     


     

    

 


The Parties to this Amendment
have caused this Amendment to be executed and delivered as of the date first written above.


 


	 	Allarity Therapeutics Europe ApS

 (fka Oncology Venture ApS)
	 	 
	 	By:	/s/ Steve Carchedi
	 	 	Steve Carchedi
	 	 	Executive Director  



 


	Novartis Pharma AG	 	Novartis Pharma AG
	 	 	 
	By:	/s/ Sven Werner	 	By:	/s/ Jean-Marc Sequier
	Name:  	Sven Werner	 	Name:   	Jean-Marc Sequier
	Title:	Exec. Dir. Gbl. Divestment & Out-licensing	 	Title:	Global BD&L, Global Head Divestment/Out-Licensing


 




     


     

    

 


EXHIBIT “A”


 


CONVERTIBLE PROMISSORY NOTE