Exhibit 10.11


 


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 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]