Exhibit 10.7


 


SECOND AMENDMENT TO EXCLUSIVE LICENSE
AGREEMENT


 


This Second Amendment (“Second
Amendment”) to exclusive Development, Option & License Agreement effective as of August 4, 2022 (“Second Amendment Effective
Date”) is by and between: R-PHARM U.S. OPERATING,
LLC, a limited liability corporation organized and existing under the laws of Delaware, U.S.A, with a principal place of business
at 3120 Princeton Pike, Suite 201, Lawrence N.J. U.S.A. (“R-Pharm”) and Allarity
therapeutics, inc., a corporation
organized and existing under the laws of Delaware, U.S.A, with a principal place of business at 210 Broadway # 201, Cambridge, MA 02139
U.S.A. (“Allarity”)(formerly Allarity Therapeutics A/S and Oncology Venture A/S) together with its wholly-owned subsidiaries,
with reference to the following:


 


WITNESSETH:


 


WHEREAS, as of March
1, 2019, the Parties entered into an exclusive Development, Option & License Agreement, (the “Original Agreement”) relating
to the cancer drug IXEMPRA® (ixabepilone) and the European market;


 


WHEREAS, as of May
28, 2021, the Parties entered into a First Amendment to the Original Agreement in order to extend Allarity’s time period for conducting
and completing certain European clinical development for the drug program; and


 


WHEREAS, R-Pharm
and Allarity now desire to further amend certain provisions of the Original Agreement (as amended by the First Amendment), in order to
further extend the time period for conducting and completing certain European clinical development for the drug program, to reflect the
modifications, amendments, deletions and supplements set forth below.


 


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 2.1(a) of the Original Agreement (as amended by the
First Amendment), relating to the “Option Period” is hereby amended and restated in its entirety as follows:



 


		a)	an exclusive option, exercisable by Allarity any time on
or prior to September 1, 2023 (the “Option Period”) to obtain the licenses
set forth in Section 2.3 (the “Exclusive Option”).



 


	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 (and otherwise agreed
in written modifications between the Parties), 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, Inc.	 	R-PHARM U.S. Operating, LLC
	 	 	 
	By:	/s/ James G. Cullem	 	By:	/s/ Jignesh Shah
	Name: 	James G. Cullem, J.D.	 	Name: 	Jignesh Shah
	Title:	Chief Operating Officer	 	Title:	Chief Executive Officer
	Date:	August 11, 2022	 	Date:	August 11, 2022



  


[Signature Page to Second Amendment
to exclusive License Agreement between Allarity and R-PHARM US]