exhibit102-pnt2004fapili






Exhibit 10.2    CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY  BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II)  THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.    [***] = Indicates confidential information omitted from the exhibit.  FIRST AMENDMENT TO EXCLUSIVE SUBLICENSE AGREEMENT  This First Amendment of the Exclusive Sublicense Agreement (hereinafter “First  Amendment”) effective April 14, 2020 is between BACH BIOSCIENCES, LLC, a limited  liability corporation with a principal place of business at 75 Cambridge Parkway, E609,  Cambridge, MA 02142, USA (“BACH”) and POINT BIOPHARMA INC., a Delaware  corporation with a principal place of business at 511 South Orange Avenue, No. 2093, Newark,  New Jersey, 07103, USA (“POINT”).  BACH and POINT are referred to herein each individually  as a “Party” and collectively as the “Parties.”  WHEREAS, BACH and POINT have entered into and executed that certain Exclusive  Sublicense Agreement, effective April 2, 2020 (the “Agreement”);  WHEREAS, the Parties now desire to amend the Agreement as set forth in more detail  below due to the impact of COVID-19 on the Parties ability to fully perform as anticipated;  WHEREAS, in light of the stay-at-home advisory, closure of nonessential businesses and  ban on gatherings of more than 10 people in effect in the Commonwealth of Massachusetts through  at least May 4 as well as Tufts University’s (“TUFTS”) restriction of on-campus research  laboratories to only essential activities, neither BACH nor TUFTS will be able to fully perform  the anticipated research activities under the Sponsored Research Agreement; and  WHEREAS, the Parties have the authority to amend the Agreement and now desire to  amend the Agreement as hereafter provided.  NOW, THEREFORE, in reliance upon and consideration of the premises and the mutual  covenants and agreements contained herein, and other good and valuable consideration, the receipt  and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound  hereby, agree as follows:  1. Capitalized terms used herein but not defined herein shall have the meanings ascribed to  such terms in the Agreement.  2. Section 3.2 of the Agreement is hereby deleted in its entirety and replaced with the  following:  Maintenance of Commercialization Option:  Within [***] days after the Effective  Date, the Parties will finalize the initial Work Plan for Sponsored Research  Agreement.  In order to maintain the Commercialization Option for the duration of  the Option Period or until which time as POINT exercises the Commercialization  Option, POINT agrees upon finalization of the initial Work Plan of the Sponsored  Research Agreement to make regular quarterly SRA Payments to BACH under the  Sponsored Research Agreement, which payments are no less than $[***] per  quarter (“Minimum SRA Payment”), to commence on the first day the Work Plan  is set to begin (which will be deemed the first day of the first quarter) after  





 






2  [***] = Indicates confidential information omitted from the exhibit.  finalization of the initial Work Plan.  However, during such time as the  Commonwealth of Massachusetts continues its stay-at-home advisory during the  COVID19 pandemic, the Parties may agree to a reduced budget for the Work Plan,  which if less than $[***] per quarter will be deemed to nevertheless satisfy the  Minimum SRA Payment.  If it is not possible for BACH to achieve the goals due  to Tufts restrictions to on-campus research, the Parties agree, at the election of  POINT, to put the Initial Work Plan on-hold until Tufts restrictions to on-campus  research are lifted.  Failure to make the minimum required SRA Payment for a  given quarter, unless the consequence of a True Up Event or by written consent  from BACH and fails to cure such non-payment within [***] days from the date of  written notice thereof by BACH, will result in the immediate end to the  Commercialization Option and, at BACH’s election, termination of this  Agreement.  3. This First Amendment may be signed by the Parties in different counterparts, which  together shall constitute one agreement, even though the Parties may not have signed the  same counterpart.  4. Except as amended by this First Amendment, the terms and conditions of the Agreement  shall remain binding and enforceable in accordance with their terms.  IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be  executed by their respective authorized representatives.     BACH BIOSCIENCES, LLC POINT BIOPHARMA INC.  By:  /s/ William W. Bachovchin  By:  /s/ Joe McCann   Name:  William W. Bachovchin  Name:  Joe McCann   Title:  CEO  Title:  CEO   Date:  April 14, 2020  Date:  12-April-2020     31692073.3