Exhibit 10.12


 


SECOND AMENDMENT TO THE EXCLUSIVE
LICENSE AGREEMENT


 


This Second Amendment
to the Exclusive License Agreement (“Second Amendment”) effective as of August 3, 2021 (“Second Amendment Effective
Date”) is by and between: Eisai inc., with its principal office at 100 Tice
Blvd., Woodcliff Lake, NJ 07093, United States of America (“Eisai”) and Allarity
Therapeutics A/S,
with its principal office at Venlighedsvej 1, DK-2970 Hoersholm, Denmark (“Allarity”) (formerly known as Oncology Venture
ApS), with reference to the following:


 


WITNESSETH:


 


WHEREAS, as of
July 6, 2017, the Parties entered into an Exclusive License Agreement, (the “Original Agreement”) relating to the cancer drug
E7449 (now Stenoparib (2X-121)), a PARP inhibitor,


 


WHEREAS, as of
December 11, 2020, the Parties executed a First Amendment to said Exclusive License Agreement, expanding the Field;


 


WHEREAS, Eisai
and Allarity now desire to amend certain provisions of the Original Agreement, in order to (1) postpone the due date of the Extension
Payment (as defined below) by extending the deadline for Allarity’s Successful Completion of its first Phase 2 clinical trial for
Stenoparib; and (2) amend terms related to Eisai’s right of termination of Development.


 


NOW, THEREFORE,
in consideration of the foregoing premises, and the mutual promises and covenants of Parties set forth herein, the Parties have agreed
as follows:


 


	1.	Definitions





 


Capitalized terms used in this Second Amendment and not
defined herein shall have the meanings assigned thereto in the Original Agreement.


 


	2.	Amendments and Agreements





 


		1)	Section 7.6 of the Original Agreement, “Extension Payment”, is hereby amended and restated in its entirety as follows:



 


Section 7.6 Extension
Payment. If Allarity and/or its Affiliates or sublicensees have not achieved Successful Completion of the first Phase 2 Clinical
Trial of the Product prior to December 31, 2022, then, in Allarity’s sole discretion, it may notify Eisai of its intention to
continue Development activities of the Compound. In the event that Eisai and Allarity mutually agree to such continued Development
activities by Allarity, Allarity shall pay a one-time payment to Eisai of One Million U.S. Dollars (the “Extension
Payment”) within thirty (30) days following December 31, 2022. Notwithstanding the foregoing, in the event that Allarity has
not enrolled and dosed at least thirty (30) patients with the first dose of cancer drug E7449 in the ongoing Phase 2 Ovarian Cancer
Clinical Trial by July 1, 2022 then the Extension Payment shall become due and payable in full by July 30, 2022.


 






     


     


    

 


		2)	Section 14.2(f)(i) of the Original Agreement, “Eisai Right of Termination for Development”, is hereby aended and restated
in its entirety as follows:



 


Section 14.2(f) Eisai Right of
Termination for Development.


 


		(i)	If Allarity and/or its Affiliates or sublicensees have not achieved Successful Completion of the first
Phase 2 Clinical Trial of the Product prior to December 31, 2022 and Allarity elected not to pay the Extension Payment pursuant to Section
7.6, Eisai may terminate this Agreement in its entirety, in its sole discretion, at any time following thirty (30) days from December
31, 2022, on at least one hundred and twenty (120) days prior written notice.



 


	3.	Effect





 


This Second Amendment shall be effective
from the Second Amendment Effective Date.


 


	4.	No Other Amendments





 


This Second Amendment shall be deemed
to be part of and incorporated into the Original Agreement. Except as expressly set forth in this Second Amendment, all of the terms and
conditions of the Original Agreement shall remain unchanged and are ratified, confirmed in all respects, and remain in full force and
effect.


 


	5.	Counterparts





 


This Second Amendment may be executed
in any number of counterparts, each of which shall be deemed an original and all of which taken together shall be deemed to constitute
one and the same instrument. An executed signature page of this Second Amendment delivered by facsimile transmission or by electronic
mail in “portable document format” shall be as effective as an original executed signature page.


 


[Signature Page Follows]


 






     


     


    

 


IN WITNESS WHEREOF, the Parties hereto have executed this
Second Amendment through their duly authorized representatives and made effective as of the Second Amendment Effective Date.


 


	Allarity Therapeutics A/S	 	Eisai, Inc.
	 	 	 
	By:	/s/ James G. Cullem, J.D.	 	By:	/s/ Takashi Owa
	Name: 	James G. Cullem, J.D.	 	Name: 	Takashi Owa
	Title:	Senior V.P., Corporate Development	 	Title:	Chief Medicine Creation Officer Oncology Business Group
	 	 	 	Eisai Inc.
		 	 
	Date:	20 August 2021	 	Date:	2021年8月23日



 


[Signature Page to Second Amendment to Exclusive License
Agreement between Allarity and Eisai]