Exhibit
10.12


 


CERTAIN
CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD
BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.


 


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 [***] 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 amended 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 	 	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 


	Date:	20 August 2021	 	 	Business Group Eisai Inc.
	
		 	Date:
	2021年8月23日




 













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