Fifth Amendment to Exclusive License Agreement with Eisai, Inc

Exhibit 10.74

FIFTH AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT

This Fifth Amendment (“Fifth Amendment”) to Exclusive License Agreement effective as of February 26, 2024 (“Fifth Amendment Effective Date”) is by and between: Eisai Inc., with its principal office at 200 Metro Blvd., Nutley, NJ 07110, United States of America (“Eisai”) and Allarity Therapeutics, Inc., with its principal office at 24 School Street, 2^nd Floor, Boston MA 02108, together with its wholly-owned subsidiaries (“Allarity”) (formerly Oncology Venture A/S), with reference to the following:

WITNESSETH:

WHEREAS, on 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; and

WHEREAS, on December 11, 2020, the Parties executed a First Amendment to said Exclusive License Agreement, expanding the Field; and

WHEREAS, on August 3, 2021, the Parties executed a Second Amendment to said Exclusive License Agreement, extending the due date for the Extension Payment and related clinical trial enrollment deadlines; and

WHEREAS, on July 12, 2022, the Parties executed a Third Amendment to said Exclusive License Agreement, extending the due date for the Extension Payment and related clinical trial enrollment deadlines;

WHEREAS, on May 16, 2023, the Parties executed a Fourth Amendment to said Exclusive License Agreement, extending the due date for the Extension Payment and related clinical trial enrollment deadlines; and

WHEREAS, the Parties now desire to amend certain provisions of the Original Agreement (as amended) in order to further postpone the due date of the Extension Payment (as defined 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:

Capitalized terms used in this Fifth Amendment and not defined herein shall have the meanings assigned thereto in the Original Agreement.

Section 7.6 Extension Payment. Allarity and Eisai desire to extend the timeframe for Allarity’ s Successful Completion of the first Phase 2 Clinical Trial of the Product beyond December 31, 2022. In consideration of this extended timeframe, and Allarity not achieving the minimum patient enrollment, by July 1, 2022, set out in the Second Amendment, Allarity agrees to pay a one-time payment to Eisai of One Million Two Hundred and Fifty Thousand U.S. Dollars ($1,250,000) (the “Extension Payment”) as follows:

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

This Fifth Amendment shall be deemed to be part of and incorporated into the Original Agreement. Except as expressly set forth in this Fifth 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.

This Fifth 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 Fifth Amendment delivered by facsimile transmission or by electronic mail in “portable document format” shall be as effective as an original executed signature page.

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

Allarity Therapeutics, Inc.                                                                                                                                                                                                          Eisai Inc.

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