Exhibit 10.16

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE AND CONFIDENTIAL.

SECOND ADDENDUM TO TECHNOLOGY LICENSE AGREEMENT

This Second Addendum to Technology License Agreement (“Second Addendum”) is entered into by and between AF Chemicals, LLC (“AFC”) and Lantern Pharma Inc. (“LANTERN”) as of the 30th day of December of the year 2020 (“Second Addendum Effective Date”).

Recitals

WHEREAS, LANTERN and AFC entered into a Technology License Agreement dated as of January 15, 2015 (the “Technology Agreement”) and an Addendum to Technology License Agreement dated as of February 8, 2016 (the “First Addendum”);

WHEREAS, the Technology Agreement, as amended by the First Addendum, is collectively referred to herein from time to time as the “Existing Agreement”; and

WHEREAS, LANTERN and AFC have determined it to be mutually beneficial to amend the Existing Agreement as set forth herein.

NOW, THEREFORE, for good and valuable consideration, LANTERN and AFC hereby agree to amend the Existing Agreement as follows:

1. Effect of Addendum. The Technology Agreement was amended by the First Addendum and is further amended as set forth in this Second Addendum. Effective as of the Second Addendum Effective Date, the term “AGREEMENT” in the Technology Agreement, as amended by the First Addendum and this Second Addendum, shall mean: the Technology Agreement, as amended by the First Addendum and the Second Addendum. Except as otherwise specifically provided in this Second Addendum, all of the terms and conditions of the Technology Agreement, as amended by the First Addendum, shall remain in full force and effect. To the extent that any of the terms or conditions contained in this Second Addendum may contradict or conflict with any of the terms or conditions of the Technology Agreement or the First Addendum, it is expressly understood and agreed that the terms of this Second Addendum shall take precedence and supersede the Technology Agreement and the First Addendum. In addition to and without limitation of the foregoing, this Section 1 shall take precedence over and supersede the first sentence of Section 9.2 of the First Addendum.

2. PAYMENTS IN CONNECTION WITH SECOND ADDENDUM. In connection with the signing of this Second Addendum, LANTERN shall make the following payments (collectively, the “Addendum Payments”) to AFC: (a) $[***] in cash within 10 days of time of signing this Second Addendum; and (b) $[***] in cash to be paid by March 31, 2021.

3. FEES PAID UNTIL JANUARY, 15, 2025. For the period from the Second Addendum Effective Date through January 15, 2025, (a) Lantern shall have no obligation to pay any annual licensing fees, due diligence extensions payments or patent maintenance fees due under Exhibit B (Irofulven), Exhibit C (Analogs, including LP-184 (or hydroxyureamethylacylfulvene)), or any other provision of the Existing Agreement; and (b) Lantern shall have no obligation to pay storage costs under Section 4.8 of the Existing Agreement. That is the annual licensing fees, due diligence extensions payments, patent maintenance fees payments, and storage costs shall be deemed paid during the period from the Second Addendum Effective Date through January 15, 2025. Lantern will bear such costs that come due after January 15, 2025. AFC will maintain control and ownership of all legacy Irofulven and other analog documents generated by MGI Pharma, and subsequently obtained from Eisai, Inc. (collectively, the “Legacy Information”), and reserves the right to specify a secure storage location such as the current site maintained by Iron Mountain.

4. AMENDMENTS TO AGREEMENT EXHIBITS. The terms contained in Exhibits B and C attached to this Second Addendum shall replace and supersede Exhibits B and C of the Technology Agreement and the First Addendum.

5. Patent costs. AFC will pay patent maintenance fees and patent renewal costs for existing patents as provided in Exhibits B and C of this Second Addendum that are due prior to January 15, 2025. Lantern will reassume responsibility after January 15, 2025 for patent and storage costs.

6. ANNUAL LICENSING FEES. (a) Section 1.16 of the Existing Agreement shall be deleted in its entirety and replaced with the following new Section 1.16:

“1.16 Beginning January 15, 2025, LANTERN shall pay to AFC the amount of [***] ($[***]) as an annual licensing fee in order to maintain the licenses granted hereunder with respect to the COMPOUND, PRODUCT, LICENSED INTELLECTUAL PROPERTY, TARGETED COMPOUNDS and LICENSED TECHNOLOGY in effect (including, without limitation LP-100 and LP-184), but excluding the TARGETED COMPOUNDS when bound or conjugated either directly or via a linker to any antibody, antibody fragment, peptide, growth factor, receptor proteins, receptor binding entity, lipids, liposomal particles, nanoparticles, PEG carriers, steroids, proteins, toxins, or any other drug conjugate. The first of such annual licensing fee payments shall be made within thirty (30) days after January 15, 2025, and each subsequent annual licensing fee payment shall be made within thirty (30) days after January 15^th of the subsequent applicable year. No annual licensing fees or due diligence extensions payments are due or payable prior to January 15, 2025.”

7. ORPHAN DRUG Designation ApplicationS. The Existing Agreement is hereby amended to include a new Section 9.5 titled “ORPHAN DRUG Designation ApplicationS”, which new Section 9.5 shall read in its entirety as follows:

“On or before administration of drug to the first patient in a clinical trial for LP-184 in the USA or EU, Lantern shall apply for Orphan Drug designation for LP-184 in at least one indication in the USA and, if commercially reasonable, in the EU. In addition to the other circumstances under which the AGREEMENT shall be in force, the TERM of the AGREEMENT shall continue and be in force until expiration of orphan drug designation with respect to LP-184, if granted. Lantern will also consider applying for Orphan Drug designation with respect to LP-184 in additional indications and additional applicable jurisdictions if commercially reasonable.

8. Assignment & change of control. Sections 8.2 and 8.3 of the Existing Agreement are hereby amended and restated to read in their entirety as follows:

“8.2 A transfer or assignment of the LICENSED TECHNOLOGY license under this AGREEMENT from LANTERN to a third party (hereinafter “the “Acquirer”) shall require notification to AFC within seventy two (72) hours of the transfer or assignment to the Acquirer together with the responsible fiduciary of the Acquirer and require that the Acquirer make a Transfer Payment to AFC. The Transfer Payment will be [***]. The Transfer Payment will be due within 30 days of the transfer or assignment of rights. Any Aquirer (including an assignee or transferee other than a sub-licensee) shall be required to accept all terms of this Agreement and shall be responsible for making all payments due as part of this Agreement.”

“8.3 Any event that results in a Change of Control of LANTERN to a third party irrespective of whether the third party is a person, an entity, or a group of persons or entities (hereinafter “Purchaser”) shall require that the Purchaser make a payment of [***] to AFC as a result of the Change of Control. Payment will be due within 30 days of the Change of Control.”

9. Royalty Recovery. The Existing Agreement is amended to include a new Section 9.6 titled “Royalty Recovery”, which new Section 9.6 shall read in its entirety as follows: “If sublicense fees or royalty payments are made to AFC relating to LP-184 or Irofulven (LP-100) prior to January 15, 2025 by LANTERN, then LANTERN shall be entitled to a credit of [***] for every [***] paid up to a maximum recovery by LANTERN of [***]. In order to allow recovery of such credit amounts, LANTERN may offset for its benefit present and future payments owed or to be paid to AFC by LANTERN until the credit has been satisfied, up to a maximum credit and recovery by LANTERN of [***]. If a 3rd party pays sub-licensee payments or royalty payments relating to LP-184 or Irofulven (LP-100) to AFC, LANTERN shall be entitled to receive an accounting and payment to LANTERN of [***] for every [***] paid to AFC, up to a maximum recovery by and payment to LANTERN of [***]. AFC will promptly pay LANTERN [***] for every [***] paid to AFC, up to a maximum payment by AFC to LANTERN of [***] to recompense LANTERN for the accounting. In any event, the maximum aggregate recovery by LANTERN pursuant to this Section 9.6 shall be limited to [***].”

10. TERM. Section 5.1 of the Existing Agreement is hereby amended and restated to read in its entirety as follows: “5.1 The TERM of the AGREEMENT shall begin on the Executed Date and continue until the later of (i) the expiration date of the last to expire of the PRODUCT PATENT RIGHTS, and (ii) expiration of the last to expire Orphan Drug Designations with respect to Licensed Technology for any indication in any jurisdiction. The licenses granted under the AGREEMENT shall be in force as to all countries and jurisdictions during the TERM.

11. Patent Extensions and Orange Book Listings. The Existing Agreement is hereby amended to include a new Section 9.7 titled “PATENT EXTENSIONS AND ORANGE BOOK LISTINGS”, which new Section 9.7 shall read in its entirety as follows: “The Parties shall cooperate in obtaining patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents available in any country.”

12. PATENT RELATED Litigation Cooperation. The Existing Agreement is hereby amended to include a new Section 9.8 titled “PATENT RELATED LITIGATION COOPERATION”, which new Section 9.8 shall read in its entirety as follows: “In any litigation, action, proceeding or other activities regarding any patent under the AGREEMENT, each Party, at the request and reasonable expense of the other requesting Party, will cooperate with the other Party to the fullest extent reasonably necessary (including AFC agreeing to be a named party in any LANTERN-controlled or –managed litigation, action or proceeding) to enforce, confirm, defend or otherwise validate patent rights relating to the AGREEMENT. AFC shall have the first right but not the obligation at its own expense to initiate and control patent litigation under the AGREEMENT, and AFC may name LANTERN as a party for standing purposes. LANTERN shall provide reasonable assistance to AFC who shall have sole initial control of the proposed action. AFC shall give LANTERN timely notice of any proposed settlement. If AFC does not obtain agreement from an alleged infringer to desist or fails to initiate an infringement action within thirty (30) days following AFC’s receipt of notice of alleged infringement, LANTERN shall have the right upon notice to AFC and at LANTERN’s sole discretion and at its own expense to control enforcement of patent rights relating to the license grants under the AGREEMENT (including initiating any litigation or related actions), and may name AFC as a party for standing purposes. Subject to the notice requirements contained in this Section, the controlling Party shall not incur any liability to the non-controlling Party as a sole consequence of controlling any litigation or any unfavorable decision resulting therefrom including any decision holding any patent rights invalid or unenforceable. To ensure that no rights of either Party are compromised in any such action, neither Party shall settle any such claim, or enter into any settlement agreement that admits that any third party product does not infringe any of the PRODUCT PATENT RIGHTS or that any of the PRODUCT PATENT RIGHTS are invalid or unenforceable without both Parties’ prior written consent, which consent shall not be unreasonably withheld, delayed, denied or conditioned. Any amounts recovered pursuant to this Section 9.8, whether by settlement or judgment, shall be used to reimburse the Parties for their reasonable out-of-pocket expenses in making such recovery and the remaining amount shall be split evenly between the Parties.”

13. DEFINITIONS. Unless otherwise defined herein, each capitalized term used in this Second Addendum shall have the definition and meaning ascribed to it in the Existing Agreement. In addition, the Existing Agreement shall be amended to include the following additional defined term as Section 1.21 under the AGREEMENT: “PRODUCT PATENT RIGHTS" shall mean (i) all of the valid claims covering the TARGETED COMPOUNDS (including, without limitation, claims covering uses, formulations and dosages of the TARGETED COMPOUNDS, (ii) all of the valid claims covering the COMPOUND and/or PRODUCT (including, without limitation, claims covering uses, formulations and dosages , and (iii) all of the valid claims covering both the TARGETED COMPOUNDS and the COMPOUND (including, without limitation, claims covering uses, formulations and dosages , whether domestic or foreign, including all continuations, continuations-in-part, divisions, and renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof.”.”

14. Independent Contractors; FURTHER ASSURANCES. The Parties are independent contractors. No trust, joint venture or relationship (other than contractual) is formed hereby. Each of the Parties agrees to promptly take such other actions and execute such further documents as may be reasonably requested by either Party in order to further reflect or fulfill the terms of this Second Addendum.

[Signature Page Follows]

IN WITNESS WHEREOF, each of LANTERN and AFC has caused this Second Addendum to be executed by their duly authorized officers effective as of the Second Addendum Effective Date.

EXHIBIT B

EXHIBIT C

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