Exhibit 10.20


 


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.


 


Execution
Copy


 


Amended
and Restated License Agreement


 


Dated
as of 28 March 2022


 




     


     


    


 


LiPlasome
Pharma ApS


Business
registration no.: 29428514


Tabletvej
1


DK-7100
Vejle


(hereinafter
“LiPlasome” or “Licensor”)


 


and


 


Allarity
Therapeutics Europe ApS


(formerly
known as Medical Prognosis Institute A/S and Oncology Venture A/S)


Business
registration no.: 34623562


Venlighedsvej
1


DK-2970
Hørsholm


(hereinafter
“ALLARITY”)


 


and


 


Chosa
ApS


Business
registration no.: 43134477


Frederiksgade
17


DK-1265
København K


 


(hereinafter
“Chosa” or “Licensee”)


 


(hereinafter
referred to separately as a “Party” and collectively as the “Parties”)


 


have
today entered into this


 


AMENDED
AND RESTATED LICENSE AGREEMENT

(the “Agreement”)


 


regarding
Chosa’s development and commercialization of LiPlaCis as a cancer treatment drug.


 


		1.	Background



 


		1.1	Whereas
                                            LiPlasome and Allarity Therapeutics Europe ApS (formerly known as Oncology Venture Product
                                            Development ApS), business registration no. 34623562 (entered into a certain License
                                            Agreement for LiPlaCis, effective as of 15 February 2016 as amended as of January 27,
                                            2021 (the “Original Agreement”).



 


		1.2	Whereas
                                            LiPlasome owns and has developed a third-generation liposomal delivery technology and related
                                            intellectual property rights which has led to the creation of a range of products for the
                                            treatment of cancer, including a targeted, liposomal formulation of the chemotherapeutic
                                            Cisplatin (“LiPlaCis”).



 






    2


     


    

 


		1.3	Whereas,
                                            prior to the execution of the Original Agreement, LiPlasome invested considerable resources
                                            in the development of LiPlaCis as a cancer treatment drug including the conduct of a phase
                                            1 study at Rigshospitalet (Denmark) which was to be followed by a phase 1 extension study,
                                            as well as a phase 1 study in the Netherlands.



 


		1.4	Whereas,
                                            prior to the execution of the Original Agreement, the current and previous LiPlasome shareholders
                                            invested approximately DKK 62,500,000 in the LiPlasome Patents and studies and were seeking
                                            a partner to continue the ongoing and planned studies.



 


		1.5	Whereas,
                                            the Parties wish to assign, amend and restate the Original Agreement in order to (i) simplify
                                            the terms and conditions of their Agreement and (ii) permit Chosa to replace ALLARITY
                                            as licensee under this Agreement and to further advance clinical development and commercialization
                                            of LiPlaCis in accordance with the terms of this Agreement.



 


		1.6	Now
                                            therefore, the Parties have entered into this Agreement.



 


		2.	Definitions



 


		2.1	“Affiliate”
                                            means any entity that, directly or indirectly, through one or more intermediaries, Controls
                                            or is Controlled by, or is under common Control with a Party, except that in countries where
                                            ownership of a majority or Controlling interest by a foreign entity is not permitted by law,
                                            rule or regulations, the foreign entity’s direct or indirect voting interest may be
                                            less than a majority or Controlling interest.



 


		2.2	“Combination
                                            Product” means a Product that contains one or more additional active ingredients (whether
                                            co-formulated or co-packaged) that are neither the Product nor generic compositions of matter
                                            equivalents thereof.



 


		2.3	“Control”
                                            means the ability, directly or indirectly, to direct the affairs of another by means of:
                                            (i) ownership of at least fifty per cent (50%) of the voting shares in any entity,
                                            or, in the case of an entity that has no outstanding securities, having the right to fifty
                                            per cent (50%) or more of the profits of the entity, or having the right in the event
                                            of dissolution to fifty per cent (50%) or more of the assets of the entity; or (ii) by
                                            contract or otherwise.



 


		2.4	“DRP®
                                            Companion Diagnostics” means the DRP® biomarkers and algorithms developed by ALLARITY
                                            that specifically predict likelihood of patient response to LiPlaCis and/or Cisplatin, as
                                            more specifically covered by and described in US Patent No. 10,907,214; EP 3342879; HK 1255416;
                                            PCT/EP2008/003789; US Patent No. 8,445,198; CA 2,631,236; CN ZL200680052220.2; and JP 5984324;
                                            PCT/IB2011/001405; US Patent No. 9,598,734; AU 2011246976; and EP 2563936; and pending patent
                                            applications in the foregoing patent families; it being understood that the DRP®
                                            Companion Diagnostics shall include the DRP® biomarkers and algorithms that were used
                                            in the published lung cancer study by Ida Kappel Buhl Plos One https://journals.plos.org/plosone/article?id=10.1371/journal.pone.0194609
                                            as well as for the LiPlaCis Phase 2 study.



 






    3


     


    

 


		2.5	“DRP®
                                            Companion Diagnostics License” has the meaning given to it in clause 3.5.



 


		2.6	“Effective
                                            Date” has the meaning given to it in clause 9.1.



 


		2.7	“EMA”
                                            means the European Medicines Agency or the equivalent Regulatory Authority with competent
                                            jurisdiction in the United Kingdom or any successor entity to either of the foregoing.



 


		2.8	“Europe”
                                            means European Union as of the Effective Date, together with the United Kingdom.



 


		2.9	“European
                                            Union” or “EU” means the European Union member states as then constituted.
                                            As of the Effective Date, the European Union member states are Austria, Belgium, Bulgaria,
                                            Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
                                            Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania,
                                            Slovakia, Slovenia, Spain, and Sweden.



 


		2.10	“FDA”
                                            means the United States Food and Drug Administration, or any successor agency thereto in
                                            the United States.



 


		2.11	“Field”
                                            means the analysis and treatment of all cancers in human beings and animals.



 


		2.12	“Governmental
                                            Authority” means in any country the government entity having authority over the manufacturing,
                                            marketing, selling, pricing, reimbursement, testing, investigating or regulating of the Product,
                                            and all states or other political subdivisions thereof and supranational bodies applicable
                                            thereto, including Europe, and all agencies, commissions, officials, courts or other instrumentalities
                                            of the foregoing.



 


		2.13	“IFRS”
                                            means the International Financial Reporting Standards developed by the International Accounting
                                            Standards Board from time to time, consistently applied.



 


		2.14	"Licenses”
                                            means the LiPlasome License and the DRP® Companion Diagnostic License collectively.



 


		2.15	The
                                            “LiPlasome License” has the meaning given to it in clause 3.2.



 


		2.16	"LiPlaCis"
                                            has the meaning given to it in clause 1.2.



 


		2.17	“LiPlasome
                                            Patents” has the meaning given to it in clause 3.1.



 






    4


     


    

 


		2.18	“LiPlaCis
                                            Support Agreement” means the LiPlaCis Support Agreement dated as of the Effective Date
                                            to which Allarity Therapeutics Europe ApS, Allarity Therapeutics A/S, Smerud Medical Research
                                            International AS, Chosa ApS and LiPlasome Pharma ApS are parties and to which this Agreement
                                            is attached as Exhibit A.



 


		2.19	“LiPlasome
                                            Trademarks” has the meaning given to it in clause 3.1.



 


		2.20	“New
                                            IPR” has the meaning given to it in clause 7.7.



 


		2.21	“Net
                                            Sales” means, on a country-by-country and Product-by-Product basis in the Territory,
                                            with respect to any period for each country, the gross amounts invoiced by Chosa or its respective
                                            Affiliates or its or their respective sublicensees or assignees (each, a “Selling Party”),
                                            as applicable, to Third Parties (who are not sublicensees or assignees) for sales of a Product
                                            in the Field in such country, less the following deductions to the extent included in the
                                            gross invoiced sales price for such Product or otherwise directly paid, incurred, allowed,
                                            accrued or specifically allocated by the Selling Parties with respect to the sale of such
                                            Product in such country: (a) discounts, including trade, quantity or cash discounts, credits,
                                            adjustments or allowances, including those granted on account of price adjustments, billing
                                            errors, rejected goods, or damaged goods, which discounts are applied on a basis consistent
                                            with the selling Person’s practices with respect to the selling Person’s other
                                            pharmaceutical products; (b) rebates and chargebacks allowed, given or accrued (including
                                            cash, governmental and managed care rebates, hospital or other buying group chargebacks,
                                            cash and non-cash coupons, retroactive price reductions, and governmental taxes in the nature
                                            of a rebate based on usage levels or sales of such Product); (c) sales, excise, turnover,
                                            inventory, value-added, import, export, excise (including annual fees due under Section 9008
                                            of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48)
                                            and other comparable laws) and other taxes levied on, absorbed, determined or imposed with
                                            respect to the sale of such Product (excluding income or net profit taxes or franchise taxes
                                            of any kind); (d) freight and insurance charges, customs charges, postage, shipping, handling,
                                            REMS compliance costs and other transportation costs incurred in shipping such Product; (e)
                                            amounts paid or credited to customers for bona fide inventory management services; and (f)
                                            the portion of any management fees paid during the relevant time period to group purchasing
                                            organizations, wholesalers and managed care organizations to the extent determined by sales
                                            or utilization of such Product. Net Sales will be determined in accordance with IFRS. Without
                                            limiting the generality of the foregoing, transfers or dispositions of a Product for charitable,
                                            promotional (including samples), pre-clinical, clinical, or regulatory purposes where no
                                            consideration is exchanged will be excluded from Net Sales, as will sales or transfers of
                                            a Product among the Selling Parties.



 


Subject
to the above deductions, Net Sales shall be deemed to occur on, and only on, the first sale by a Selling Party to a non-sublicensee and
non-assignee Third Party. If non-monetary consideration is received by a Selling Party for the Product in the relevant country, Net Sales
will be calculated based on the average price charged for such Product, as applicable, during the preceding period, or in the absence
of such sales, the fair market value of the Product, as applicable, as determined by the Parties in good faith.


 






    5


     


    

 


If
a Product is sold as part of a Combination Product, Net Sales will be the product of (i) Net Sales of the Combination Product calculated
as above (i.e., calculated as for a non-Combination Product) and (ii) the fraction (A/(A+B)), where:


 


“A”
is the gross invoice price in such country of the applicable Product as the sole therapeutically active ingredient; and


 


“B”
is the gross invoice price in such country of the other therapeutically active ingredients contained in the Combination Product.


 


If
“A” or “B” cannot be determined by reference to non-Combination Product sales as described above, then Net Sales
will be calculated as above, but the gross invoice price in the above equation shall be determined by mutual agreement reached in good
faith by the Parties prior to the end of the accounting period in question based on an equitable method of determining the same that
takes into account, in the applicable country, variation in dosage units and the relative fair market value of each therapeutically active
ingredient in the Combination Product.


 


		2.22	The
                                            “Original Agreement” has the meaning given to it in clause 1.1.



 


		2.23	“Person”
                                            means any individual or entity (including partnerships, corporations, limited liability companies,
                                            trusts and governmental authorities).



 


		2.24	“Product”
                                            means all preparations, compositions and formulations of LiPlaCis or any other formulations
                                            of cisplatin, together with all current and future formulations, versions, compositions and
                                            presentations of product, together with any improvements or modifications, that use either
                                            LiPlaCis or any other formulations of cisplatin as its active pharmaceutical ingredient alone
                                            or in combination with other therapeutically or prophylactically active pharmaceutical ingredients
                                            as part of a Combination Product.



 


		2.25	“Proprietary
                                            Rights” has the meaning given to it in clause 7.1.



 


		2.26	Prosecution”
                                            means, with respect to LiPlasome Patents, the preparation of, filing for, prosecuting, responding
                                            to oppositions, nullity actions, re-examinations, revocation actions and similar proceedings
                                            (including conducting or participating in interference, oppositions, reissue proceedings,
                                            reexaminations, post-grant proceedings and any other similar proceeding relating thereto)
                                            filed by Third Parties against, and maintaining, LiPlasome Patents.



 


		2.27	“Regulatory
                                            Approval” means, with respect to a pharmaceutical product in a particular jurisdiction,
                                            all approvals or other permissions from the applicable Regulatory Authority in such jurisdiction
                                            necessary to market and sell such product in such jurisdiction, including pricing and reimbursement
                                            approvals if required prior to the first marketing or sale of such product in such jurisdiction.



 






    6


     


    

 


		2.28	“Regulatory
                                            Authority” means any applicable Governmental Authority having the administrative authority
                                            to regulate the manufacturing, development, commercialization, reimbursement or pricing,
                                            as applicable, for the Product, including Regulatory Approvals, including the FDA and the
                                            EMA or by any applicable Governmental Authority in any member state of the European Union
                                            or in the United Kingdom.



 


		2.29	“Smerud”
                                            means Smerud Medical Research International AS, Thunes Vei 2, N-0274 Oslo, Norway.



 


		2.30	“Territory”
                                            means worldwide.



 


		2.31	“Third
                                            Party” means any Person other than the Parties and their Affiliates.



 


		2.32	Clause
                                            headings herein are for ease of reference only and shall not affect the interpretation of
                                            this Agreement. Annexes form part of this Agreement and have effect as if set out in the
                                            body of this Agreement. Reference to this Agreement includes reference to the Annexes. In
                                            the event of inconsistency between the body of this Agreement and an Annex, the body of this
                                            Agreement shall prevail.



 


		2.33	Reference
                                            to (a) days means calendar days; (b) persons includes a natural person, corporate
                                            or unincorporated body (whether or not having separate legal personality); (c) one gender
                                            includes other genders; (d) a Party includes that Party’s personal representatives,
                                            successors or permitted assigns; (e) a statute, statutory provision or subordinated
                                            legislation includes such items as amended or re- enacted from time to time, whether before
                                            or after the date of this Agreement; (f) writing or written includes e-mail; (g) a
                                            document includes varied or novated documents; and (h) including, include, in particular
                                            or similar expressions are illustrative and do not limit the preceding words. Words in the
                                            singular include the plural and vice versa.



 


		3.	License



 


		3.1	LiPlaCis
                                            License. LiPlasome owns the LiPlaCis technology, including, but not limited to, the patent
                                            applications and patents listed in Exhibit B (collectively the “LiPlasome Patents”)
                                            and the trademarks listed in Exhibit C (collectively the “LiPlasome Trademarks”).



 


		3.2	Subject
                                            to the terms and conditions laid down in this Agreement, Chosa is hereby granted by Liplasome
                                            a global, perpetual, and exclusive license to use the LiPlaCis technology, including, but
                                            not limited to, the LiPlasome Patents and the LiPlasome Trademarks, any and all information
                                            and data, related to LiPlaCis generated, owned or controlled by LiPlasome, screening data
                                            related to LiPlaCis generated, owned or controlled by LiPlasome until and including 15 February
                                            2016 (including screening data from the Phase 1/2 clinical trial of LiPlaCis) conducted by
                                            LiPlasome, as well as screening data related to LiPlaCis generated by ALLARITY and Smerud
                                            after 15 February 2016 and owned by LiPlasome in accordance with clause 7.6 of the Original
                                            Agreement (the “LiPlasome License”). The LiPlasome License grants Chosa all rights
                                            to research, develop, manufacture, use, import, export, distribute, promote, market, offer
                                            for sale, sell, sub-license (through multiple tiers) and otherwise exploit and commercialize
                                            LiPlaCis for any indication or use without limitation worldwide.



 






    7


     


    

 


		3.3	For
                                            the avoidance of doubt, except for the screening data, cf. clause 7.11, the LiPlasome
                                            License covers LiPlaCis only. LiPlasome shall be entitled and obligated to retain, maintain,
                                            obtain and hold all LiPlasome Patents, LiPlasome Trademarks and the screening data referred
                                            to in clause 3.2, and shall have the sole right under the LiPlasome Patents and LiPlasome
                                            Trademarks to develop, manufacture, have made, use, import, export, distribute, promote,
                                            market, offer for sale, sell, sub-license and otherwise exploit and commercialize all other
                                            products than LiPlaCis worldwide.



 


		3.4	For
                                            the avoidance of doubt, this Agreement shall be deemed to amend and replace the Original
                                            Agreement.



 


		3.5	DRP®
                                            Companion Diagnostics License. Subject to the terms and conditions of this Agreement, ALLARITY
                                            (i) hereby grants Chosa an exclusive, perpetual, fully paid-up, royalty-free, transferable,
                                            sublicensable (through multiple tiers) license to the DRP® Companion Diagnostics, including
                                            Exhibit A, solely for research, development and commercialization of Products in the Territory
                                            in the Field and (ii) hereby grants Chosa a non-exclusive, perpetual, fully paid-up, royalty-free,
                                            transferable, sublicensable (through multiple tiers) license to use any and all know-how
                                            and intellectual property rights owned or controlled by ALLARITY relevant for Chosa's use
                                            of the DRP® Companion Diagnostics as contemplated in this Agreement solely for use in
                                            the development and commercialization of the Products in the Territory in the Field, including,
                                            but not limited to, any patents owned or controlled by ALLARITY for any use in the Territory
                                            in the Field (the “DRP® Companion Diagnostics License”); and (iii) hereby
                                            offers to Chosa (x) DRP® Companion Diagnostics testing support to Chosa in the European
                                            Union, Switzerland, Norway, Iceland and United Kingdom, at an agreed-upon cost per test not
                                            to exceed USD$[***], through the first Regulatory Approval of the Product in the Territory,
                                            all subject to a separate DRP® Companion Diagnostic services agreement to be entered
                                            into by the Parties on mutually agreed terms; and (y) assistance to Chosa in arranging DRP®
                                            Companion Diagnostics testing through ALLARITY’s existing CLIA laboratory partner Almac
                                            at a cost per test (to be paid by Chosa) set by Almac from time to time. For clarity, the
                                            DRP® Companion Diagnostics License shall include full access to and control of the algorithms,
                                            processes, and procedures relating to ALLARITY’s DRP® Companion Diagnostics. ALLARITY
                                            represents and warrants that the DRP® Companion Diagnostics will be the same as that
                                            used in the LiPlaCis Phase 2 study and, in connection with Chosa’s review and diligence
                                            of the DRP® Companion Diagnostics, ALLARITY provided Chosa the opportunity to review
                                            the operability of the DRP® Companion Diagnostics to Chosa at ALLARITY’s offices
                                            at Hoersholm, Denmark on March 21, 2022. No other right or license (implied or otherwise)
                                            is granted under this Agreement except as expressly set forth herein.



 






    8


     


    

 


		3.6	For
                                            a period of sixty (60) days from the Effective Date, ALLARITY shall use commercially
                                            reasonable efforts to provide reasonable assistance requested by Chosa to facilitate
                                            the transfer of  technical data and processes related to LiPlaCis and DRP®
                                            Companion Diagnostics to Chosa, and to transfer to Chosa the screening data licensed to Chosa
                                            under the LiPlasome License, by providing Chosa with reasonable access by teleconference
                                            or in-person to ALLARITY personnel involved in the research, development and manufacture
                                            of LiPlaCis, including through semi-monthly project transition calls with Chosa to address
                                            transition and outstanding issues; provided such ALLARITY personnel remain employed by ALLARITY
                                            or its Affiliates during such sixty (60) day period following the Effective Date.  From
                                            the Effective Date until the first regulatory filing by Chosa, ALLARITY will provide regulatory
                                            expertise and support to Chosa not to exceed one hundred (100) man-hours in the aggregate
                                            from all employees of ALLARITY or its Affiliates that are made available to Chosa at an FTE
                                            commercial market rate set by ALLARITY and agreed to by Chosa. All support provided by ALLARITY
                                            employees shall be coordinated and approved by ALLARITY, and Chosa shall not have direct
                                            access to ALLARITY employees outside of such coordination and approval by ALLARITY unless
                                            otherwise approved in writing by ALLARITY.



 


		3.7	For
                                            a period of sixty (60) days from the Effective Date, ALLARITY shall provide to Chosa access
                                            to allow Chosa to make copies of all of the materials provided in the data room set up by
                                            ALLARITY for this transaction, including, but not limited to, the information described in
                                            Exhibit A (including allowing Chosa to prepare a DVD ROM disc (or similar media) containing
                                            a digital copy) of all of the materials included in such data room, and ALLARITY shall for
                                            a period of thirty (30) days following the Effective Date provide Chosa access to any and
                                            all underlying source data and documents necessary for exploitation and use of available
                                            documents in the data room. As of the Effective Date, ALLARITY covenants that materials referred
                                            to in Exhibit A are included in the data room described in this Clause 3.7.



 


		4.	Chosa
                                            obligations



 


		4.1	Chosa
                                            warrants that it will timely and diligently fulfil all its obligations hereunder with the
                                            aim of maximising the commercialization of LiPlaCis and Products.



 


		4.2	Chosa
                                            will exercise commercially reasonable efforts to prepare a novel comprehensive information
                                            memorandum pitch package concerning LiPlaCis to be presented to potential external Third
                                            Parties, including the elaboration of Phase 2 clinical study reports and the U.S. FDA
                                            feedback received on (i) ALLARITY’s approved Investigation Device Exemption (IDE)
                                            to use the DRP for further U.S. clinical studies of LiPlaCis; and (ii) the IND filed
                                            to conduct a Phase 3/pivotal trial of LiPlaCis using the DRP to select and treat patients.



 






    9


     


    

 


		4.3	As
                                            of the Effective Date, Chosa shall take over and be responsible for the maintenance and enforcement
                                            of the LiPlasome Patents and the LiPlasome Trademarks, including pursuing pending patent
                                            applications, in the name of LiPlasome, and bear any and all external costs arising out thereof.
                                            In accordance with past practice LiPlasome will pay the ordinary maintenance costs of the
                                            LiPlasome Patents and the LiPlasome Trademarks subject to prompt reimbursement by Chosa.
                                            Specifications of the patent maintenance costs due in May and June 2022 have been submitted
                                            to Chosa by LiPlasome.



 


		4.4	Subject
                                            to clause 11 (confidentiality);



 


		(i)	Chosa
                                            will provide full transparency to update LiPlasome concerning its efforts to obtain Regulatory
                                            Approval or Net Sales of the Product and will, by the end of each calendar quarter, deliver
                                            a written report with supporting documentation and particulars concerning the current status;
                                            and



 


		(ii)	by
                                            the end of each year, Chosa will disclose to LiPlasome any material correspondence and documentation
                                            between Chosa and any actual or potential business partner to the extent related to the LiPlasome
                                            License.



 


		5.	Financial
                                            Terms



 


		5.1	As
                                            of the execution of this Agreement: (a) Smerud agreed to cancel Norwegian Kronor (NOK) [***]
                                            by way of debt cancellation relating to prior work by Smerud; and (b) ALLARITY agrees to
                                            pay to LiPlasome [***] per cent ([***]%) of such debt cancellation amount, equal to
                                            Norwegian Kronor (NOK) [***] (which may be payable in Danish Kroner as provided in the LiPlaCis
                                            Support Agreement), in immediately available funds on the Effective Date of this Agreement
                                            as provided in the LiPlaCis Support Agreement.



 


		5.2	Chosa
                                            shall make the following development milestone payments to ALLARITY and LiPlasome, with each
                                            of ALLARITY and LiPlasome receiving [***] percent ([***]%) of such amount at the time of
                                            each payment, that are set forth below upon the first achievement by or on behalf of Chosa
                                            or any other Selling Party of the applicable milestone events (“Milestone Events”)
                                            set forth below with respect to each Product, it being understood and agreed that in no event
                                            will more than one (1) milestone payment be paid with respect to any specific event triggering
                                            a payment under this Agreement.



 


	LiPlaCis

                                                

	Development
    Milestone Event	 	 	Milestone
                                            Payments
 (in USD)	 
	Receipt of first Regulatory
    Approval for the first Product in the United States	 	 	$[***]	 
	Receipt of first Regulatory
    Approval for the first Product in any country in Europe, including on a centralized filing basis by the EMA	 	 	$[***]	 
	First achievement (on a cumulative
    basis) of $[***] of Net Sales of Product by the Selling Parties in the United States	 	 	$[***]	 
	First achievement (on a cumulative
    basis) of $[***] of Net Sales of Product by the Selling Parties in any country in Europe	 	 	$[***]	 



 






    10


     


    

 


		5.3	Chosa
                                            shall transfer any relevant part of the Milestone Payments due under clause 5.2 to ALLARITY
                                            and LiPlasome, as applicable, no later than ten (10) days after Chosa has, or Chosa’s
                                            Affiliates, subsidiaries or shareholders have, achieved a Milestone Event together with statements
                                            of proceeds which shall include all relevant written information in order for ALLARITY and
                                            LiPlasome to establish the accuracy of the payments.



 


		5.4	No
                                            other payments of any kind are due by Chosa to ALLARITY or LiPlasome under this Agreement,
                                            other than specified in clauses 5.1 through 5.3 and/or as otherwise provided by this
                                            Agreement.



 


		6.	Audit
                                            and objection



 


		6.1	Upon
                                            reasonable written notice by ALLARITY or LiPlasome, Chosa shall permit ALLARITY or LiPlasome
                                            and ALLARITY’s or LiPlasome’s representative(s), as applicable, access to any
                                            area of Chosa’s facilities and books and records relating to the performance of this
                                            Agreement. Chosa shall ensure that a similar right can be exercised by ALLARITY or LiPlasome
                                            against Chosa’s subcontractors, sublicensees and other business partners. Such access
                                            shall include the right for LiPlasome and/or its representatives to conduct an audit to determine
                                            and ensure Chosa’s compliance with the terms and conditions of this Agreement, as well
                                            as a verification of the status of any Regulatory Approval by the U.S. FDA and any other
                                            Regulatory Authority, and the status and results of any clinical tests and trials.



 


		6.2	If
                                            ALLARITY or LiPlasome do not agree to the calculation of the amount of any Milestone Payments
                                            paid or payable in accordance with clause 5.2, ALLARITY or LiPlasome shall provide Chosa
                                            with a reasoned objection within four (4) weeks from receipt of the applicable Milestone
                                            Payment. If no such objection is filed in time, ALLARITY or LiPlasome shall be deemed to
                                            have agreed to the calculation. If ALLARITY or LiPlasome files an objection in time, the
                                            Parties shall negotiate to reach an agreement. In the event that the Parties have not reached
                                            an agreement within four (4) weeks following ALLARITY’s or LiPlasome’s objection,
                                            the Milestone Payments shall be determined as promptly as practicable by an independent auditor
                                            appointed, at the request of either Party, by FSR - Danske Revisorer. The independent auditor
                                            shall act as an expert only and is not competent to make decisions concerning the legal interpretation
                                            of the Agreement. Chosa shall provide the independent auditor unrestricted access to all
                                            books, records, information and documentation of Chosa and its subcontractors that the independent
                                            auditor in his discretion may consider relevant, as well as an opportunity to interview and
                                            ask written questions to employees, directors, consultants and subcontractors of Chosa. The
                                            independent auditor’s calculation of such Milestone Payments shall be final and binding
                                            upon the Parties, except in the event of manifest error. The independent auditor shall decide
                                            on the apportionment of cost and expenses of the independent auditor between the Parties
                                            and for this purpose, the independent auditor may take into consideration the degree to which
                                            the independent auditor’s calculation is in favour of the Parties’ respective
                                            positions.



 


		6.3	If
                                            the independent auditor identifies any underpayment of Milestone Payments to ALLARITY or
                                            LiPlasome, Chosa shall promptly pay to ALLARITY or LiPlasome, as applicable, the deficit
                                            with interest at a rate of six (6) months’ CIBOR (Copenhagen Inter Bank Offer
                                            Rate) plus five per cent (5%), with a floor of four per cent (4%). ALLARITY and LiPlasome
                                            each shall solely bear the costs of any audit initiated by ALLARITY or LiPlasome, as applicable,
                                            unless the independent auditor identifies an underpayment to ALLARITY or LiPlasome; in which
                                            case Chosa shall solely bear the costs of such audit.



 






    11


     


    

 


		7.	Intellectual
                                            property rights



 


Proprietary
rights


 


		7.1	All
                                            right, title and interest to the LiPlasome Patents (including applications, provisional applications,
                                            divisionals, continuations, continuations-in-part, reissues, and re-examinations) as well
                                            as the LiPlasome Trademarks, the screening data generated before or after 15 February
                                            2016 relating to LiPlaCis and any know-how, including any material containing or evidencing
                                            LiPlasome know-how disclosed by LiPlasome to Chosa shall belong solely and exclusively to
                                            LiPlasome (“Proprietary Rights”).



 


		7.2	Each
                                            of LiPlasome and Chosa shall promptly notify the other in writing in the event that it becomes
                                            aware of any third-party alleged infringement or challenge of the Proprietary Rights or the
                                            products covered by the LiPlasome License.



 


		7.3	Each
                                            of ALLARITY and Chosa shall promptly notify the other in writing in the event that it becomes
                                            aware of any third-party alleged infringement or challenge of the DRP® Companion Diagnostics
                                            covered by the DRP® Companion Diagnostics License.



 


		7.4	If
                                            any Proprietary Rights under the LiPlasome License are infringed or misappropriated by a
                                            Third Party or otherwise become the subject of legal or administrative proceedings, LiPlasome
                                            and Chosa shall jointly decide whether to pursue such infringement and all costs shall be
                                            split equally. In case LiPlasome and Chosa cannot agree whether to pursue infringements,
                                            either of LiPlasome and Chosa shall be entitled to initiate proceedings/negotiations on its
                                            own, however, in such case the costs related to such proceedings/negotiations shall be borne
                                            by either of LiPlasome and Chosa, as applicable, alone and all damages, fees, compensation,
                                            etc. and/or settlement amounts awarded or obtained during such proceedings/negotiations shall
                                            accrue to such Party as well. The foregoing shall also apply with respect to defending such
                                            Proprietary Rights in case of third-party claims of infringement by either LiPlasome and/or
                                            Chosa.



 


		7.5	Chosa
                                            will coordinate in good faith the enforcement, defense and Prosecution of the LiPlasome Patents,
                                            as well as any patent term extensions, adjustments, restorations or supplementary protection
                                            certificates with respect to the LiPlasome Patents, with LiPlasome on an ongoing basis. For
                                            this purpose, Chosa will procure that LiPlasome is copied on all correspondence (including
                                            patent agents and the like), to the extent that such correspondence is related to the LiPlasome
                                            Patents. In the event that Chosa does not wish to enforce, defend or Prosecute any LiPlasome
                                            Patent, Chosa shall immediately give notice to LiPlasome and provide LiPlasome with a reasonable
                                            opportunity to do so, and provide reasonable assistance to LiPlasome for this purpose. The
                                            same shall apply to any patent term extensions, adjustments, restorations or supplementary
                                            protection certificates with respect to the LiPlasome Patents.



 






    12


     


    

 


		7.6	If
                                            rights granted pursuant to the DRP® Companion Diagnostics License for the DRP® Companion
                                            Diagnostics are infringed or misappropriated by a Third Party or otherwise become the subject
                                            of legal or administrative proceedings, Chosa shall solely decide whether to pursue such
                                            infringement and all costs shall be borne by Chosa and all damages, fees, compensation, etc.
                                            and/or settlement amounts awarded or obtained during such proceedings/negotiations shall
                                            accrue to Chosa as well. The foregoing shall also apply with respect to defending such rights
                                            granted pursuant to the DRP® Companion Diagnostics License for the DRP® Companion
                                            Diagnostics in case of third-party claims of infringement by Chosa. Notwithstanding anything
                                            to the contrary, Chosa shall indemnify ALLARITY in full for any cost or other damages incurred
                                            by ALLARITY in connection with the enforcement by Chosa of its rights under this clause 7.6.



 


New
IPR


 


		7.7	Any
                                            discoveries, patents, utility models, designs, trademarks, know-how, software, screening
                                            data and other data, code, designs, documentation, techniques, materials, inventions, including
                                            applications, provisional applications, divisionals, continuations, continuations-in-part,
                                            reissues and re-examinations, and other work product in any form and on whatever media and
                                            any enhancements, improvements, upgrades, modifications and alterations thereto in any form,
                                            created, conceived, prepared, made, developed, originated and/or delivered (in whole or in
                                            part) by a Party or its sublicensees or subcontractors under this Agreement related to LiPlaCis
                                            shall be considered “New IPR” for the purpose of this Agreement. Such New IPR
                                            shall be and remain the sole and exclusive property of the creating Party. However, such
                                            New IPR created by LiPlasome, shall become part of the LiPlasome License subject to the terms
                                            of this Agreement. Any New IPR that relates to improvements of the DRP® Companion Diagnostics
                                            for which rights are granted pursuant to the DRP® Companion Diagnostics License shall
                                            also be owned by the creating Party, however, if such New IPR is created by ALLARITY, it
                                            shall become part of the DRP® Companion Diagnostics License in accordance with clause
                                            3.5 of this Agreement.



 


		7.8	The
                                            owner of the New IPR shall solely decide whether and where such New IPR shall be registered
                                            (file applications). All costs relating to such registration and maintenance shall be borne
                                            by Chosa if and only if Chosa agrees such New IPR shall be registered and included within
                                            the scope of this Agreement. Chosa shall cooperate with LiPlasome and ALLARITY in relation
                                            to the registration of such New IPR.



 


		7.9	Each
                                            of Chosa and LiPlasome shall promptly notify the other in writing in the event that it becomes
                                            aware of any facts that may affect the validity, scope or enforceability of New IPR.



 


		7.10	If
                                            any New IPR owned by LiPlasome or ALLARITY is infringed or misappropriated by a Third Party
                                            or otherwise becomes the subject of legal or administrative proceedings, Chosa and either
                                            LiPlasome or ALLARITY as applicable shall jointly decide whether to pursue such infringement
                                            and all costs shall be split equally. In case Chosa and LiPlasome or ALLARITY cannot agree
                                            whether to pursue infringements, either of Chosa and LiPlasome or ALLARITY shall be entitled
                                            to initiate proceedings/negotiations on its own, however, in such case the costs related
                                            to such proceedings/negotiations shall be borne by either of Chosa and LiPlasome or ALLARITY,
                                            as applicable, alone and all damages, fees, compensation, etc. and/or settlement amounts
                                            awarded or obtained during such proceedings/negotiations shall accrue to that Party as well.
                                            The foregoing shall also apply with respect to defending any New IPR in case of third-party
                                            claims of infringement pursued by either LiPlasome, ALLARITY or Chosa.



 






    13


     


    

 


Screening
data


 


		7.11	For
                                            the avoidance of doubt, the rights to the screening data related to LiPlaCis generated in
                                            LiPlasome prior to 15 February 2016 belong to LiPlasome, but is a part of the LiPlasome
                                            License, cf. clause 3.2.



 


		7.12	LiPlasome
                                            has a right to patient screening data generated by ALLARITY and Smerud related to LiPlacis
                                            after 15 February 2016, which is part of the LiPlasome License, cf. clause 3.2.



 


		8.	Non-competition



 


		8.1	ALLARITY
                                            shall not be entitled to develop Products within the Field for the Term of this Agreement.



 


		9.	Term
                                            and termination



 


		9.1	This
                                            Agreement shall come into force on the date of signing by the Parties (the “Effective
                                            Date”). This Agreement supersedes and replaces the Original Agreement which will terminate
                                            at the execution of this Agreement.



 


		9.2	The
                                            Parties shall prepare customary completion statements concerning the costs of maintenance
                                            and enforcement of the LiPlasome Patents.



 


		9.3	Any
                                            Party may terminate this Agreement giving thirty (30) days’ written notice to
                                            the other Party in the event that the other Party is in material breach of this Agreement
                                            and has not cured such material breach within the said thirty (30) days’ period.



 


		9.4	Upon
                                            termination of this Agreement, all rights granted herein and hereunder shall immediately
                                            terminate in relation to Chosa and Chosa and its sublicensees (if any) shall cease all exploitation
                                            of the Licenses as well as all sales of any products commercialized under the Licenses, and
                                            the Parties shall execute all such documents and do all such other acts as may be reasonably
                                            required to effectuate the termination of the Agreement. For the avoidance of doubt, any
                                            payments made under clause 5 above shall not be returned.



 


		9.5	Any
                                            outstanding payments under clause 5 shall be paid by Chosa to LiPlasome or ALLARITY,
                                            as applicable, no later than one (1) month following termination.



 






    14


     


    

 


		9.6	Upon
                                            termination of this Agreement,



 


		(i)	the
                                            LiPlasome License shall terminate and Chosa shall further deliver to LiPlasome (and will
                                            procure that its sublicensees and subcontractors deliver) all Proprietary Rights, the screening
                                            data related to LiPlaCis and all other documents (regardless of media) and other materials
                                            containing or evidencing confidential information, including, without limitation, all materials
                                            containing or evidencing know-how or other materials/documents related to the LiPlasome License,
                                            in such a manner as shall then be mutually agreed upon between LiPlasome and Chosa in good
                                            faith



 


		(ii)	the
                                            DRP® Companion Diagnostic License shall be deemed granted by ALLARITY to LiPlasome free
                                            of charge and the terms set forth in clauses 2, 3.5, 7, 9, 10, 11 and 13 of this Agreement
                                            shall apply mutadis mutandis between ALLARITY and LiPlasome for that purpose, and



 


		(iii)	Chosa
                                            will deliver to LiPlasome all documents (regardless of media) and other materials containing
                                            or evidencing confidential information, including, without limitation, all materials containing
                                            or evidencing know-how or other materials/documents related to the DRP® Companion Diagnostics
                                            License, in such a manner as shall then be mutually agreed upon between LiPlasome and Chosa
                                            in good faith.



 


		9.7	In
                                            the event that LiPlasome should enter into bankruptcy, reconstruction proceedings or similar,
                                            the Parties agree that Chosa shall be granted a first refusal right to take over and acquire
                                            the intellectual property rights necessary to ensure the uninterrupted continuation of the
                                            LiPlasome License rights as granted herein. This first right of refusal shall survive any
                                            transfer or assignment of the Agreement to a Third Party.



 






    15


     


    

 


		10.	Liability



 


		10.1	Any
                                            Party shall have the remedies generally available under Danish law in the event of a Party’s
                                            breach (including material breach) of its obligations under this Agreement.



 


		10.2	Except
                                            as otherwise expressly provided for under the terms of this Agreement, no right or remedy
                                            herein conferred upon or reserved to any Party is exclusive of any other right or remedy
                                            herein, or by law provided or permitted, but each shall be cumulative of any other right
                                            or remedy provided in this Agreement.



 


		10.3	Notwithstanding
                                            the above, in no event shall any Party be liable to the other for any lost revenues or profits
                                            or other indirect or consequential damages arising out of this Agreement.



 


		10.4	Furthermore,
                                            LiPlasome and ALLARITY shall not be liable for any product liability or any other loss (damages,
                                            loss of profits, loss of goodwill, other indirect losses, etc.) whatsoever that Chosa may
                                            incur in consequence of its exploitation of the LiPlasome License or the DRP® Companion
                                            Diagnostics License.



 


		10.5	Chosa
                                            shall indemnify, defend and hold each of LiPlasome and ALLARITY harmless from any and all
                                            claims from Third Parties for damage to property, personal injury and losses resulting there
                                            from, caused by or in any way connected with products commercialized under the License or
                                            DRP® Companion Diagnostics License; excepting claims arising solely from the negligence
                                            or willful misconduct of LiPlasome or ALLARITY, as applicable, or from their breach of any
                                            warranties under this Agreement.



 


		11.	Confidentiality



 


		11.1	Each
                                            Party shall keep all confidential information secret and confidential and shall not disclose
                                            the same or any part thereof to any third party. Such obligation shall not apply to information:



 


		●	Which
                                            is in the public domain at the time of disclosure;
	 	 	 



		●	which
                                            is published or otherwise becomes part of the public domain through no fault of the Party
                                            receiving the information;
	 	 	 



		●	which
                                            was in the possession of the receiving Party at the time of disclosure, as shown by prior
                                            written records, or becomes available from a third party who has the right to disclose it;



 


		●	which
                                            is independently developed by a Party, without reference to or use of any confidential information
                                            of the other, as shown by written records; and/or
	 	 	 



		●	which
                                            is required to be disclosed to any regulatory authority for the purpose of obtaining regulatory
                                            approvals or which is otherwise required to be disclosed by law or by mandatory rules or
                                            procedures applicable to a public traded company.



 






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		11.2	Each
                                            Party undertakes to ensure that its employees keep confidential information secret and confidential
                                            on the same terms as those applying to the Parties hereunder, both during and after their
                                            employment by that Party.



 


		11.3	In
                                            the event of a Party’s material breach of its obligations to maintain confidentiality
                                            as set forth in this clause 11, the Party in breach shall pay to the other Party an
                                            agreed penalty of DKK 250,000. This agreed penalty amount shall be paid for each separate
                                            instance of material breach. A Party’s payment of the agreed penalty shall not release
                                            such Party from its obligations of confidentiality as set forth in this Agreement or for
                                            payment of damages exceeding such penalty payment.



 


		11.4	The
                                            Parties’ obligations under this clause 11 shall survive the termination of this
                                            Agreement.



 


		11.5	Chosa
                                            shall have the sole right to publish the results and data of LiPlasome’s prior LiPlaCis
                                            Phase 1/2 study (“Prior Study”), provided that (i) all proposed publications
                                            or press releases (“Publication”) will be subject to customary ethical guidelines
                                            regarding authorship, accuracy, and attribution; (ii) any such Publication shall be subject
                                            to ALLARITY’s and LiPlasome's prior review and approval; and (iii) any approved Publication
                                            shall properly attribute the Prior Study, DRP® Companion Diagnostics and any related
                                            clinical trials to ALLARITY and LiPlasome, including by ensuring that any reference to the
                                            DRP® Companion Diagnostics includes a disclosure that the DRP® Companion Diagnostics
                                            is a registered trademark to ALLARITY and/or its Affiliates.



 


		11.6	Chosa
                                            shall not use ALLARITY’s registered trademarks for the DRP® Companion Diagnostics
                                            without the prior express written approval of ALLARITY, it being understood and agreed that
                                            (i) Chosa shall have a limited right and license to use ALLARITY’s registered DRP®
                                            Companion Diagnostics trademark solely for marketing and commercialization of the licensed
                                            DRP® Companion Diagnostics under this Agreement; (ii) Chosa shall include an appropriate
                                            reference in any marketing materials that the DRP® is a registered trademark of ALLARITY
                                            and the DRP® Companion Diagnostics are licensed technology of ALLARITY. ALLARITY shall
                                            have a right of inspection to confirm compliance with this Section 11.6 and to ensure the
                                            quality of the DRP® Companion Diagnostics offered under its trademarks.



 


		12.	Assignment



 


		12.1	Except
                                            as otherwise provided for in the Agreement, this Agreement or any of the rights or obligations
                                            hereunder may not be assigned or transferred, without the prior written consent of all such
                                            Parties, which shall not be unreasonably withheld.



 


		12.2	Notwithstanding
                                            the foregoing, a Party may without the prior written consent of the other Parties, assign
                                            this Agreement, including all rights and obligations under the Agreement, to a successor
                                            in connection with the share sale, asset sale, business combination or any other transaction
                                            of all or substantially all of such Party's business to a Third Party. Any such assignment
                                            shall not be deemed effective unless such assignee has agreed in writing to be bound by the
                                            terms and provisions of this Agreement. Any assignment of the Agreement in breach of this
                                            section 12.2 shall be null and void.



 






    17


     


    

 


		13.	Governing
                                            law and venue



 


		13.1	This
                                            Agreement shall be governed by and construed exclusively in accordance with Danish law without
                                            regard to its rules on the conflict of laws.



 


		13.2	Any
                                            dispute arising out of or in connection with this Agreement, including any disputes regarding
                                            the existence, validity or termination, shall be settled by arbitration in accordance with
                                            the Rules of Procedure of the Danish Institute of Arbitration in Copenhagen and in force
                                            at the time when such proceedings are commenced. The proceedings shall be conducted in accordance
                                            with the procedural rules of Danish law and in the Danish language. The seat of the arbitration
                                            shall be Copenhagen, Denmark. Nothing in this clause 12 shall prevent a Party from seeking
                                            injunctive relief with no provision of security.



 


*****


 


This
Agreement is executed in three (3) copies, each of which shall constitute an original.


 


[Signature
page follows]


 




    18


     


    


 


 


On
behalf of LiPlasome Pharma ApS:


 


		 	On behalf of Chosa ApS:
	 	 	 
	/s/ John Riis Mortensen	 	/s/ Peter Buhl
	John Riis Mortensen	 	Peter Buhl
	Chairman	 	 
	 	 	 
	/s/ Hans-Henrik Eriksen	 	
	Hans-Henrik Eriksen	 	 
	CEO	 	 
	 	 	 
	On behalf of Allarity Therapeutics Europe ApS:	 	 
	 	 	 
	/s/ Steve Carchedi	 	 
	Steve Carchedi	 	 



 






    19


     


    

 


Exhibit
A


 


DRP®
Companion Diagnostics Related Materials


 


 


20