THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

Exhibit 10.13

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.

THIRD AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

This Third Amendment (“Third Amendment”) to Exclusive License Agreement effective as of September 28, 2021 (“Third Amendment Effective Date”) is by and between: XXXXXX MEDICAL RESEARCH INTERNATIONAL AS, a company organized and existing under the laws of Norway, with a principal place of business is located at Thunes xxx 0, X-0000 Xxxx, Xxxxxx (“Xxxxxx”) and ALLARITY THERAPEUTICS A/S, a company organized and existing under the laws of Denmark, with a principal place of business at Xxxxxxxxxxxxx 0, XX-0000 Xxxxxxxxx, Xxxxxxx (“Allarity”)(formerly Oncology Venture A/S), with reference to the following:

WITNESSETH:

WHEREAS, as of June 25, 2020, the Parties entered into an Exclusive License Agreement, (the “Original Agreement”) relating to the cancer drugs LiPlaCis® and 2X-l l l,

WHERAS, as of December 17, 2021, the Parties executed a First Amendment to the Original Agreement extending the time period in which Xxxxxx may raise investment funding to support the licensed drug programs to April 1, 2021,

WHERAS, as of March 12, 2021, the Parties executed a Second Amendment to the Original Agreement extending the time period in which Xxxxxx may raise investment funding to support the licensed drug programs to October 1, 2021

WHEREAS, Xxxxxx and Allarity now desire to amend certain provisions of the Original Agreement, in order to further extend the time period for raising investment funding for the drug programs, 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 First Amendment and not defined herein shall have the meanings assigned thereto in the Original Agreement.

2. Amendments and Agreements

	1)	In Section 2.4 of the Original Agreement, “Financing” (as modified by the First Amendment to said Agreement) is hereby amended and restated in its entirety as follows:
		Financing. No later than December 31, 2021, XXXXXX or NewCo will raise no less than [***] in financing to support and advance the Clinical Development Plans for both Licensed Drugs or at least [***] (the “Minimum Funding”) to support and advance the Clinical Development Plan for only one selected Licensed Drug. XXXXXX or NewCo will confirm the achievement of raising these funds by providing OV with financial statements within thirty (30) days following any such financing. The funding may comprise a mix of investment capital, grant funding and Third Party partnership funding. The Minimum Funding shall be used exclusively to Develop, Manufacture and Commercialize the Licensed Drugs and shall not be used towards any other XXXXXX drug development programs. The Minimum Funding is in addition to the value of the in-kind CRO services that XXXXXX will contribute in advancing the Licensed Drugs and conducting the Clinical Development Plan.

3. Effect

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

4. No Other Amendments

This Third Amendment shall be deemed to be part of and incorporated into the Original Agreement. Except as expressly set forth in this Third Amendment (together with the First 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 Third 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 First 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]

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

Allarity Therapeutics A/S			Xxxxxx Medical Research International, AS
By:	/s/ Xxxxx X. Xxxxxx, X.X.		By:	/s/ Xxxx Xxxxxx
Name:	Xxxxx X. Xxxxxx, X.X.		Name:	Xxxx Xxxxxx
Title:	Senior V.P., Corporate Development		Title:	Chief Executive Officer
Date:	September 28, 2021		Date:	September 29, 2021

{Signature Page to Third Amendment to Exclusive License Agreement between OVand Xxxxxx]

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