Exhibit 10.9


 


POINT Biopharma Corp.


22 St. Clair Ave. East, Suite 1201,


Toronto, ON M4T 2S3


 


William Demers


 


POINT Biopharma Corp. Employment Agreement


 


July 24, 2020


 






    


     


    

 


POINT Biopharma Corp. Employment Agreement


 


to be effective as of and from


the Effective Date (as defined below)


 


PRIVATE AND CONFIDENTIAL


 


William Demers


7373 Concession 1 RR2


Puslinch, ON NOB 2J0


 


Dear William:


 


		Re:	Terms of Employment of William Demers (“you” or
                                                                                                      the “Employee”) with POINT Biopharma
Corp. (the “Company”)



 


This Agreement (as defined below) sets out the terms and conditions
of your employment by the Company and will constitute your employment agreement.


 


For and in consideration of the promises herein and other valuable
consideration, the parties agree as follows:


 


Article 1 Interpretation


 


		1.1	Definitions



 


For the purposes of this Agreement:


 


		1.1.1	“$” means CDN dollars.



 


		1.1.2	“Affiliate” means with respect to
a Person, any Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person, including,
without limitation, any partner, officer, director, or member of such Person and any venture capital fund now or hereafter existing
that is Controlled by or under common Control with one or more general partners or shares the same management company or investment
manager with such Person, and including any parent or subsidiary company of such Person.



 


		1.1.3	“Agreement” means this employment
agreement and the exhibits hereto.



 


		1.1.4	“Base Salary” shall have the meaning
set out in Section 3.2 (Base Salary)



 


		1.1.5	“Business” means the business of
the Company described in Exhibit 1.1.5.



 






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		1.1.6	“Business Information” means
all business information, including information regarding:



 


		.1	commercial strategies, business plans, business methods, corporate plans, management systems, finances, new business opportunities,
marketing or sales of any past, present or future product or service, including, without limitation, sales targets and statistics,
market share and pricing statistics, marketing surveys and plans, market research reports, sales techniques, price lists, discount
structures, advertising and promotional material;



 


		.2	financial information, compensation and investment arrangements, terms of agreements, financial structure, financial position,
financial results or other financial affairs, actual or proposed transactions or investments or other confidential information;
and



 


		.3	the name, address, telephone number, contact name and identity of each of the Key Contacts, the nature of their business operation,
and all confidential aspects of their business relationship or potential business relationship with the Company or any Affiliate
of the Company.



 


		1.1.7	“Cause” shall have the meaning set
out in Section 6.6 (Termination by Company for Cause).



 


		1.1.8	“Chief Financial Officer” shall have
the meaning set out in Section 2.1 (Position and Duties).



 


		1.1.9	“Change of Control” shall be deemed
to have occurred if any of the following occurs after the Effective Date and before the Termination Date:



 


		.1	any “person” or “group” (as
such terms are defined below) is or becomes the “beneficial owner” (as
defined below, except that a “person” or
“group” shall be deemed to have “beneficial
ownership” of all shares of capital stock or other equity interests if such person
or group has the right to acquire such shares or interests, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, in a transaction or series of related transactions, of shares of capital stock or other interests
(including partnership interests) of the Company then outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of the directors, managers or similar supervisory positions (“Voting
Stock”) of the Company representing more than fifty percent (50%) of the total
voting power of all outstanding classes of Voting Stock; or;



 


		.2	a sale of substantially all of the assets of the Company; or



 


		.3	the Company enters into a merger, reverse-merger, amalgamation, arrangement, consolidation or other form of business combination,
share exchange, reorganization, recapitalization, transfer or other similar transaction with another Person (whether or not the
Company the surviving entity) and as a result of such transaction (a) the members of the board of directors of the Company immediately
prior to such transaction constitute less than a majority of the members of the board of directors of the Company or such surviving
entity immediately following such transaction or (b) the Persons that beneficially owned, directly or indirectly, the shares of
Voting Stock of the Company immediately prior to such transaction cease to beneficially own, directly or indirectly, shares of
Voting Stock of the Company representing at least a majority of the total voting power of all outstanding classes of Voting Stock
of the surviving entity immediately following such transaction.



 






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Notwithstanding the foregoing, a Change of Control
resulting from a Financing or from corporate changes between Company Affiliates is deemed not to be a Change of Control for the
purposes of this Agreement.


 


		1.1.10	“Confidential Information” means
all non-public information, knowledge, or data pertaining to the business, affairs and technology of the Company or any Affiliate
of the Company, including:



 


		.1	Technical Information and Business Information;



 


		.2	your Work Product; and



 


		.3	information secured by the Company from Persons subject to an obligation of confidentiality;



 


and, in all cases, all copies and tangible embodiments
thereof, in whatever form or medium, all whether furnished or prepared before or after the Effective Date.


 


		1.1.11	“Control or Controls”
means, in relation to a corporation or a partnership, as the case may be:



 


		.1	the right to cast a majority of the votes that may be cast at a general meeting of the shareholders of a corporation;



 


		.2	the right to elect or appoint, directly or indirectly, a majority of the directors of a corporation;



 


		.3	to hold more than 50% of the interests of a partnership other than a limited partnership; and



 


		.4	to be the general partner of a limited partnership.



 


		1.1.12	“Effective Date” shall have the meaning
set out in Section 2.4



 


		1.1.13	“Financing” means capital secured
for, and accepted by, the Company including without limitation through any purchase, transfer or other disposition of any debt,
equity or other securities of the Company.



 


		1.1.14	“Inventions” means any and all
                                                                   discoveries, developments, enhancements, improvements, concepts, formulas, processes, ideas, writings, whether or not reduced to practice, industrial and other designs,
patents, patent applications, provisional patent applications, continuations, continuations-in-part, substitutions, divisionals,
reissues, renewals, re-examinations, extensions, supplementary protection certificates or the like, trade secrets or utility models,
copyrights and other forms of intellectual property including all applications, registrations and related foreign applications
filed and registrations granted thereon.



 






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		1.1.15	“Key Contacts” means the actual and
potential: licensors, licensees, sublicensees, collaborators, partners, investors, shareholders, acquirers, lenders or merger candidates,
suppliers and customers of the Company or any Affiliate of the Company.



 


		1.1.16	“Notice Period” shall have the meaning
set out in Section 6.1 (Termination by Employee)



 


		1.1.17	“Objectives” shall have the meaning
set out in Section 3.3 (Annual Bonus)



 


		1.1.18	“Option Agreement” shall have the
meaning set out in Section 3.5 (Stock Options).



 


		1.1.19	“Person” means any individual,
partnership, joint venture, syndicate, sole proprietorship, Company or corporation with or without share capital, trust, trustee,
executor, administrator, or other legal personal representatives, regulatory body or agency, government or governmental agency,
authority or entity howsoever designated or constituted.



 


		1.1.20	“Technical Information” means all
technical information of the Company or any Affiliate of the Company, including information regarding knowledge or data of an intellectual,
technical, scientific or industrial nature, including compositions of matter, techniques, specifications, standards, technical
data, uses of matter, practices, methods, computer data, scientific strategies and concepts, clinical and regulatory strategies
and concepts, test data, research data, analytical and quality control data, formulation data, manufacturing data, development
information, filings for the protection of intellectual property protection, drawings, specifications, designs, plans, proposals,
reports, formulas, compilations, research data and manuals.



 


		1.1.21	“Term of Employment” means the period
from the Effective Date until the date on which your employment with the Company ceases in accordance with Article 6.



 


		1.1.22	“Termination Date” shall have the
meaning set out in Section 6.7.



 


		1.1.23	“Work Product” means any and all
works of authorship, including



 


		.1	all Inventions and possible Inventions relating to the Company’s
Business resulting from any work performed by you for the Company that you may invent or co-invent during your involvement in any
capacity with the Company, except those Inventions invented by you entirely on your own time that do not relate to the Company’s
Business or do not derive from any equipment, supplies, facilities, Confidential Information or other information, gained, directly
or indirectly, by you from or through your involvement in any capacity with the Company; and



 






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		.2	all Technical Information and Business Information resulting from any work performed by you for the Company; and includes all
analyses, compilations, studies, reports or other documents prepared by you based upon or including any such information, data
or knowledge of the Company or any Affiliate of the Company.



 


Article 2 Position, Duties and Service


 


		2.1	Position and Duties



 


You will be employed by and will serve the Company, having the
duties and functions customarily performed by, and having all responsibilities customary to, Chief Financial Officer, including
those described in Exhibit 2.1.


 


You will report directly to the CEO of the Company. The rights
of the Company as provided in this Agreement may be exercised on behalf of the Company only by the CEO, Board, or by a committee
or person expressly designated for such purposes by the Board.


 


		2.2	Changes to Duties



 


Your duties and functions pertain to the Company or any Affiliate
of the Company and may be varied or added to from time to time by the CEO and the Board in its discretion.


 


		2.3	Service to the Company



 


During the Term of Employment, you will:


 


		2.3.1	well and faithfully serve the Company, at all times act in the best interests of the Company,
and, to the extent necessary to discharge the responsibilities assigned to you hereunder, you will use your best efforts to perform
faithfully and efficiently such responsibilities;



 


		2.3.2	apply your skill and experience to the performance of your duties in such employment;



 


		2.3.3	comply with all policies and procedures from time to time formulated by the Company;



 


		2.3.4	devote all of your working time, attention and energies to the business and affairs of the
Company; and



 


		2.3.5	not, without the prior approval of the Company, carry on or engage in any other business or
occupation or become a director, officer, employee or agent of or hold any position or office with any other company, firm or person
other than the Company, except as disclosed in Exhibit 2.3.5 or as a volunteer for a non-profit organization, engaging in civic,
religious, educational or other community activities, or maintaining personal investments or a personal holding company, provided
that such activities do not materially interfere with
the performance of your duties under this Agreement.



 






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		2.4	Term



 


The terms and conditions of
this Agreement shall have effect as and from August 17, 2020 (the “Effective
Date”) and throughout the Term of Employment.


 


Article 3 Compensation Generally


 


		3.1	No Other Compensation
or Benefits



 


You will be compensated as set out in this Article. Unless otherwise
agreed by the parties in writing, you expressly acknowledge and agree that you will not be entitled by reason of your employment
by the Company or by reason of any termination of such employment, to any remuneration, compensation, severance, damages or benefits
other than as expressly set forth in this Agreement, the Option Agreement and as expressly required by applicable employment standards
legislation.


 


		3.2	Base Salary



 


During the Term of Employment,
the Company will pay you an annual base salary (the “Base Salary”)
at the rate of $225,000 per annum, payable on a bi-weekly basis (26 pay periods), subject to applicable withholdings and deductions.
The Base Salary will be reviewed on an annual basis, or as otherwise determined by the Company. Any merit increases are subject
to the approval and discretion of the Board. As a managerial employee of the Company, you are not entitled to overtime pay.


 


		3.3	Annual Bonus



 


An annual bonus will be in effect,
and is based on you meeting established performance objectives and due 30 days after the board has approved the corporate yearend
financial statements. During the Term of Employment, you will be eligible for a target cash bonus of up to 25% of your Base
Salary under this Agreement if the Board (or the Company’s Compensation Committee),
in its sole discretion, determines that the Company has met its short-term and long-term business performance objectives and that
you have met your personal performance objectives (together, the “Objectives”),
which Objectives will be established on an annual basis by the CEO and Board (or the Company’s
Compensation Committee) in consultation with you. Payment of the performance bonus (less all applicable statutory deductions by
the Company) will be made to you once approved by the Board (or Company’s Compensation
Committee), and within 30 days after the board has approved the corporate yearend financial statements, provided that, except as
otherwise set out in this Agreement, at the time of such approval, you hold current active employment status with the Company.
You acknowledge that participation in any incentive or bonus plan during any one year confers no rights upon you or any obligations
on the Company to continue the plan or entitle you to participate in the plan in succeeding years. Except only as expressly required
by the applicable employment standards legislation, as amended, no incentives or bonuses will be paid or are payable to you following
the Termination Date and you waive any entitlement to damages in lieu thereof whether pursuant or attributable to any common law
notice period or otherwise.


 






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		3.4	Signing Incentives



 





Subject to the approval of Board
of Point BioPharma Inc. (the “Parent”),
you will be granted a non-qualified option to purchase 50,000 shares of the Common Stock
of Parent (the “Option”), subject
to the terms and conditions applicable to options granted under the Equity Incentive Plan and the stock option agreement (together
with the Equity Incentive Plan, the “Option Agreement”).
The exercise price per share of the Option will be equal to the fair market value per
share of the Parent’s Common Stock on the date the Option is granted, as determined
by the Parent Board.


 


		3.5	Stock Options



 


From time to time, subject to the terms and conditions of the
Option Agreement and at the approval of the Board of Directors, you may be entitled to receive an annual performance-based allocation
of stock options in the Company equivalent in shares to 20% of your salary, i.e. $225,000 X 20% = 45,000 shares.


 


Except only as expressly required by applicable employment standards
legislation, as amended, or expressly required by the terms of this Agreement, as of the Termination Date, there shall be no further
awards of or vesting of stock options, restricted stock units, or other equity-based compensation, and any unvested stock options,
restricted stock units, or other equity-based compensation shall immediately be cancelled and terminate, and you waive any entitlement
to damages in lieu thereof whether pursuant or attributable to any common law notice period or otherwise.


 


		3.6	Stock Options in the
Event of a Change of Control



 


Subject to the terms and conditions of the Option Agreement,
in the event that as of the date of a Change of Control, you hold unvested stock options that had been granted to you under the
Option Agreement, such unvested stock options shall immediately vest and shall be exercisable in accordance with the terms and
conditions of the Option Agreement.


 


		3.7	Reimbursement for
Expenses



 


As of the Effective Date, the Company agrees to reimburse you
for reasonable travelling and other expenses incurred in the course of employment. For all such expenses, you will be required
to keep proper accounts and to furnish such statements and vouchers to the Company.


 


		3.8	Vacation



 


During the Term of Employment,
you will be entitled to 20 working days’ vacation, pro-rated for any partial year
of employment. The Company reserves the right to request that vacations be scheduled so as not to conflict with business needs.
While you must take at least your minimum statutory entitlement to vacation each year, any unused vacation balance remaining at
calendar year end in excess of minimum statutory vacation entitlements may be carried over into the subsequent calendar year to
a cumulative maximum not exceeding 40 working days of vacation. Subject to applicable employment standards legislation, any vacation
carried over in excess of 40 days will be forfeited.


 






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		3.9	Benefits



 


During the Term of Employment, the Company
will provide for group health, drugs, dental, vision and life insurance benefits through a mutually agreeable arrangement as is
made available to its executives from time to time. You hereby acknowledge that coverage under any benefit plan, or alternate
plan arrangement as agreed upon in effect from time to time is subject to availability and other requirements of the applicable
insurer and that the components of the benefits plan may be amended, modified or terminated from time to time by the Company in
its sole discretion, and that this may include terminating or changing carriers.


 


Article 4 Intellectual Property Rights


 


		4.1	Obligation of Confidentiality



 


You understand and agree that in the course of your employment
with the Company, both before and after the Effective Date, you have obtained and will obtain knowledge of Confidential Information.
You agree that unless the Company otherwise agrees in writing or except as required by law or disclosed pursuant to a confidential
disclosure agreement executed by the Company and the recipient:


 


		4.1.1	you will keep all Confidential Information learned or acquired by you, disclosed to you or
developed by you, as a result of or in connection with or during the course of your employment by the Company, whether before or
after the Effective Date, strictly confidential;



 


		4.1.2	all Confidential Information shall, as between you and the Company, be and remain the property
of the Company; and



 


		4.1.3	you will not at any time, during or after your employment with the Company, disclose any Confidential
Information to any Person other than the Company, or use any Confidential Information for the benefit of any Person other than
the Company.



 


The above obligations with respect to Confidential Information
shall not apply to Confidential Information which has become available to the general public through no fault of your own.


 


		4.2	Disclosure of Work
Product



 


You agree to promptly and fully inform the Company of all of
your Work Product, whether or not patentable, throughout the course of your involvement, in any capacity, with the Company or any
Affiliate of the Company, whether or not developed before or after your execution of this Agreement. On your ceasing to be employed
by the Company, you will immediately deliver up to the Company all of your Work Product. You further agree that all of your Work
Product shall at all times be the Confidential Information of the Company.


 


		4.3	Assignment of Rights



 


You will assign, and do
hereby assign, to the Company or, at the option of the Company and upon notice from the Company, to the
Company’s designee, your entire right, title and interest in and to all of your
Work Product and all other rights and interests of a proprietary nature in and associated with your Work Product, including
all patents, copyrights, trademarks, and applications filed therefore and other registrations granted thereon. To the extent
that you retain or acquire legal title to any such rights and interests, you hereby declare and confirm that such legal title
is and will be held by you only as trustee and agent for the Company. You agree that the Company’s rights hereunder
shall attach to all of your Work Product, notwithstanding that it may be perfected or reduced to specific form after you have
terminated your relationship with the Company. You further agree that the Company’s rights hereunder shall extend to
every country of the world.


 






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		4.4	Moral Rights



 


You agree to hereby waive in whole all moral rights and agree
never to assert any moral rights which you may have in your Work Product, including, without limitation, the right to the integrity
of such Work Product, the right to be associated with the Work Product, the right to restrain or claim damages for any distortion,
mutilation or other modification or enhancement of the Work Product and the right to restrain, the use or reproduction of the Work
Product in any context and in connection with any product, service, cause or institution and you further confirm that the Company
may use or alter any such Work Product as the Company sees fit in its absolute discretion.


 


		4.5	Goodwill



 


You hereby agree that all goodwill you have established or may
establish with Key Contacts relating to the business or affairs of the Company or any Affiliate of the Company, both before and
after the Effective Date, shall, as between you and the Company, be and remain the property of the Company exclusively, for the
Company to use, alter, vary, adapt and exploit as the Company shall determine in its discretion.


 


		4.6	Assistance



 


You hereby agree to assist the
Company, at the Company’s request and expense, both during your Term of Employment
and at all times after termination of your Term of Employment for any reason whatsoever, in:


 


		4.6.1	making patent applications for your Work Product, including instructions to lawyers and/or
patent agents as to the characteristics of your Work Product in sufficient detail to enable the preparation of a suitable patent
specification, to execute all formal documentation incidental to an application for letters patent and to execute assignment documents
in favor of the Company for such applications;



 


		4.6.2	making applications for all other forms of intellectual property registration relating to your
Work Product;



 


		4.6.3	prosecuting and maintaining the patent applications and other intellectual property relating
to your Work Product; and



 


		4.6.4	registering, maintaining and enforcing the patents and other intellectual property registrations
relating to your Work Product.



 






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		4.7	Assistance with Proceedings



 


You further
agree to lend such assistance as you can, at the Company’s request and expense, in
connection with any enforcement of the Company’s intellectual property rights or
defense to an allegation of infringement of another Person’s intellectual property
rights, invalidity proceedings respecting, opposition to, or intervention regarding any applications for letters patent, copyright
or trademark or other proceedings relating to intellectual property or applications for registration thereof.


 


Article 5 Conflicts and Restrictive Covenant


 


		5.1	Disclosure of Conflicts
of Interest



 


During your employment with the Company, you will promptly,
fully and frankly disclose to the Company in writing:


 


		5.1.1	the nature and extent of any interest you have or may have, directly or indirectly, in any
contract or transaction or proposed contract or transaction of or with the Company or any Affiliate of the Company or any Key Contact;



 


		5.1.2	every office you may hold or acquire, and every property you may possess or acquire, whereby
directly or indirectly, a duty or interest might be created in conflict with the interests of the Company or any Affiliate of the
Company, or your duties and obligations under this Agreement; and



 


		5.1.3	the nature and extent of any conflict referred to in Sections 5.1.1 and 5.1.2.



 


		5.2	Avoidance of Conflicts
of Interest



 


You acknowledge that it is the policy of the Company that all
interests and conflicts of the sort described in Section 5.1 (Disclosure of Conflicts of Interest) be avoided, and you agree to
comply with all policies and directives of the Company from time to time regulating, restricting or prohibiting circumstances giving
rise to interests or conflicts of the sort described in Section 5.1. During your employment with the Company, you shall not enter
into any agreement, arrangement or understanding with any other Person that would in any way conflict or interfere with this Agreement
or your duties or obligations under this Agreement or that would otherwise prevent you from performing your obligations hereunder,
and you represent and warrant that you have not prior to the Effective Date entered into any such agreement, arrangement or understanding.


 


		5.3	Restrictive Covenant



 


During the Term of Employment and for a period of 6 months thereafter
for Sections 5.3.1 and 5.3.2, and a period of 24 months thereafter for Section 5.3.3, regardless of the reason for such termination,
you will not, either alone or in partnership or in conjunction with any Person, whether as principal, agent, employee, director,
officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly:


 


		5.3.1	carry on or be engaged in, or advise, or give financial assistance to, any business, enterprise
or undertaking within Canada that:



 






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		.1	is involved in the business or in the sale, distribution, development or supply of any product or service that is competitive
with the Business or any product or service of the Business; or



 


		.2	competes with the Company with respect to any aspect of the Business; provided, however, that the foregoing will not prohibit
you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking which
are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted, do
not constitute more than 5% of the outstanding voting power of that entity;



 


		5.3.2	agree to be employed by, or agree to provide services within Canada to any Person that was
a Key Contact (but in any case, with whom you have had business contact during the two years prior to the termination of the Term
of Employment, or with whom you have had business contact in the course of your employment with the Company if less than 24 months)
for any business purpose that is competitive with the Business; or



 


		5.3.3	solicit, divert, entice or take away from the Company or any Affiliate of the Company or attempt
to do so or solicit for the purpose of doing so, any business of the Company or any Affiliate of the Company, or any Person that
was an employee or contractor of the Company or any Affiliate of the Company (but in any case, with whom you have had business
contact during the two years prior to the termination of the Term of Employment, or with whom you have had business contact in
the course of your employment with the Company if less than two years) to terminate, discontinue or alter to the detriment of the
Company, his, her or its employment relationship with the Company or its Affiliates.



 


		5.4	Provisions Reasonable



 


You hereby acknowledge and agree that:


 


		5.4.1	during the course of your employment by the Company, you will acquire knowledge of, and you
will come into contact with, initiate and established relationships with Key Contacts, and that in some circumstances you may be
the senior or sole representative of the Company or any Affiliate of the Company dealing with such Persons; and



 


		5.4.2	in light of the foregoing, the provisions of Section 5.3 (Restrictive Covenant) are reasonable
and necessary for the proper protection of the business, property and goodwill of the Company and the Business and any Affiliate
of the Company.



 


		5.5	Right to Use Employee’s
Name and Likeness



 


During the Term of Employment, you hereby grant to the
Company the right to use your name, likeness and/or biography in connection with services performed by you under this
Agreement and in connection with the advertising or exploitation of any project with respect to which you perform services
for the Company.


 






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Article 6 Termination


 


		6.1	Termination by Employee



 


You may resign from your position
at any time, but only by giving the Company at least 30 days prior written notice of the effective date of your resignation (the
“Notice Period”). On the giving
of any such notice, the Company may accelerate your resignation, in lieu of the Notice Period or any part thereof, by notice in
writing to you and payment to you of any compensation and continuation of benefits due to you for the balance of the 30-day Notice
Period pursuant to this Agreement, less applicable statutory deductions.


 


		6.2	Termination by Company
Without Cause



 


The Company may terminate your employment at any time without
Cause (as defined below) in accordance with the terms set out in this Agreement and by giving you written notification of termination.
In the event that your employment is so terminated, you will have the common law duty to mitigate your damages.


 


		6.3	Consequences of Termination
Without Cause Unrelated to a Change of Control



 


Subject to Section 6.4, on the
giving of any notice referred to in Section 6.2, the Company shall provide you with the greater of either (i) 3 months’
Base Salary, bonus (3.3), in addition to 1 month for every year of service (or part thereof) to
the Company upon and effective at 3 years of employment,, or (ii) the minimum notice or pay in lieu of notice and severance pay,
if applicable, that is expressly required by applicable employment standards legislation. In the case of either Section 6.3(i)
or (ii), your participation in Company benefits plans will be continued for the minimum period expressly required by applicable
employment standards legislation. Other than as set out in this Section and Section 6.7, you will not be entitled to any additional
notice, pay in lieu of notice, severance or other payments whether pursuant to the common law or otherwise upon termination of
your employment without Cause unrelated to a Change of Control pursuant to this Section 6.3.


 


		6.4	Consequences of Termination
Without Cause After a Change of Control



 


On the giving by the Company to you of the written notice referred
to in Section 6.2: (i) at the same time as, or within the twelve (12) month period following, the consummation of a Change of Control,
or (ii) within the thirty (30) day period prior to the date of the consummation of a Change of Control where such Change of Control
was under consideration by the Board at the time of your termination, then the following terms apply in substitution of the compensation
and benefits referred to in Section 6.3 above:


 


		6.4.1	the Company shall provide you with the greater of either (i) 6 months’ Base
Salary and bonus (3.3), in addition to 1 month for every year of service (or part thereof) to the Company, upon and effective at
3 years of employment., or (ii) the minimum notice or pay in lieu of notice and severance pay, if applicable, that is expressly
required by applicable employment standards legislation, plus in the case of either Section 6.4.1(i) or (ii), your participation
in Company benefits plans will be continued for the minimum period expressly required
by applicable employment standards legislation; and



 






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		6.4.2	as set out in and subject to the terms of Section 3.5 above, as of the date of the consummation
of the Change of Control, any unvested stock options granted to you under the Option Agreement will vest and be exercisable in
accordance with the terms and conditions of this Option Agreement.



 


Other than as set out in this Section and Section 6.7
below, you will not be entitled to any additional vesting, notice, pay in lieu of notice, severance or other payments whether pursuant
to the common law or otherwise upon termination of your employment without Cause after a Change of Control pursuant to this Section
6.4.


 


		6.5	Termination in the
Event of Death



 


Your employment shall terminate immediately upon your
death and the Company shall pay your estate any amounts which may be due and remaining unpaid at the time of the termination of
employment, in accordance with applicable employment standards legislation.


 


		6.6	Termination by Company
for Cause



 


Notwithstanding any
other provision in this Agreement, the Company may at any time summarily terminate your employment, without any obligation to provide
notice of pay in lieu of notice, for “Cause”, in which case you will only be
entitled to receive such compensation and benefits as are expressly required by applicable employment standards legislation. In
this Agreement, “Cause” means
any of the following:


 


		6.6.1	commission of theft, embezzlement, fraud, obtaining funds or property under false pretenses
or similar acts of misconduct with respect to the property of the Company, any Affiliate of the Company, the Key Contacts, or their
respective directors, officers, employees or contractors;



 


oral or written representations made by you to the
Company or any Affiliate of the Company with the intent to deceive or mislead; commission of an act of malfeasance, dishonesty
or breach of trust against the Company, any Affiliate of the Company, the Key Contacts, or their respective directors, officers,
employees or contractors, including a breach by you of any of your covenants or obligations under Section 5.1 (Disclosure of Conflicts
of Interest), Section 5.2 (Avoidance of Conflicts of Interest) or Section 5.3 (Restrictive Covenant);


 


		6.6.2	the entering of a guilty plea by you or your conviction for a serious criminal offence which
impacts adversely on the Company or any Affiliate of the Company;



 


		6.6.3	repeated and continued failure to fulfill your duties or obligations of employment or your
breach of any material obligations and covenants under this Agreement. Termination for such “Cause”
shall only occur if you have been given written notice of such failure to fulfill your duties or
obligations and you have been given an opportunity to correct such behavior;



 






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		6.6.4	the termination of your employment with POINT Biopharma Corp. other than a termination pursuant
to section 6.2 ; or



 


		6.6.5	any other misconduct or omission that amounts to just cause for summary dismissal at common
law. In the event the Company dismisses you for cause pursuant to this Section 6.6 and, subsequently, a court or arbitrator rules
that the Company did not have cause, you hereby agree that you will only be entitled to damages in an amount equal to the compensation
that would have been due to you had the Company terminated your employment pursuant to Section 6.3 (Consequences of Termination
Without Cause), less any amounts earned by you in mitigation.



 


		6.7	Termination Date and
Full Satisfaction



 


“Termination Date”
means the earlier of: (i) the date on which you are notified in writing by the Company of the termination
of your employment for any reason, and (ii) the date on which you notify the Company of your resignation from employment for any
reason, but in any case, without regard to any payment or notice period to which you might then be entitled.


 


It is agreed that as a result of the termination of your employment,
for any reason, you shall not be entitled to any notice, fee, salary, severance or other payments, benefits or damages in excess
of what is specified or provided for in Section 6.1 (Termination by Employee), Section 6.3 (Consequences of Termination Without
Cause Unrelated to a Change of Control), Section 6.4 (Consequences of Termination Without Cause After a Change of Control) and
Section 6.6 (Termination by Company for Cause), whichever is applicable, except that you shall remain receive all salary and other
amounts, if any, which are then due and owed to you as of the Termination Date, in addition to any accrued but unpaid vacation
pay and any other minimum entitlements expressly required to be provided to you by applicable employment standards legislation.
Payment of any amounts pursuant to Section 6.1 (Termination by Employee), Section 6.3 (Consequences of Termination Without Cause
Unrelated to a Change of Control), Section 6.4 (Consequences of Termination Without Cause After a Change of Control), and Section
6.6 (Termination by Company for Cause) shall be subject to the withholding of all applicable statutory deductions by the Company.
You will be required to execute a standard release of claims document in a form satisfactory to the Company in order to receive
any payments in excess of those required by applicable employment standards legislation.


 






    15


     


    

 








Article 7 General


 


		7.1	Agreement Confidential



 


Both parties shall keep the terms and conditions of this Agreement
confidential except as may be required to enforce any provision of this Agreement or as may otherwise be required by any law, regulation
or other regulatory or securities requirement.


 


		7.2	Binding Effect



 


This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns. Your rights and obligations contained in this Agreement are personal and such rights,
benefits and obligations shall not be voluntarily or involuntarily assigned, alienated or transferred, whether by operation of
law or otherwise, without the prior written consent of the Company. This Agreement shall otherwise be binding upon and inure to
the benefit of your personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, legatees
and permitted assigns.


 


		7.3	Counterparts



 


This Agreement may be executed
in several counterparts (including by fax or electronic transmission), each of which when so executed shall be deemed to be an
original and shall have the same force and’ effect as an original but such counterparts
together shall constitute but one and the same instrument.


 


		7.4	Entire Agreement



 


The terms and conditions of this Agreement are in addition to
and not in substitution for the obligations, duties and responsibilities imposed by law on employees of corporations generally,
and you agree to comply with such obligations, duties and responsibilities. Except as otherwise provided in this Agreement, this
Agreement constitutes the entire agreement between you and the Company and supersedes all prior negotiations, proposals and agreements,
whether oral or written, with respect to the subject matter hereof, and may only be varied by further written agreement signed
by you and the Company. You further acknowledge and agree that you have not relied on any representation made by the Company, or
any of its employees or agents, except as specifically set out in this Agreement.


 


		7.5	Further Assurances



 


Each of the parties hereto will, on demand by the other party
hereto, execute and deliver all such further documents and instruments and do all such further acts and things as the party may
either before or after the execution and delivery of this Agreement reasonably request to evidence, carry out and give full effect
to the terms, conditions, intent and meaning of this Agreement.


 


		7.6	Governing Law



 


This Agreement shall be construed and enforced in
accordance with and be governed by and interpreted in accordance with the laws of the Province of Ontario and the law of
Canada applicable therein, without regard to the principles of conflicts of law. The courts of Ontario (and the Supreme Court
of Canada, if necessary) shall have exclusive jurisdiction to hear and determine all disputes arising hereunder, and each of
the parties hereto irrevocably attorns to the jurisdiction of said courts.


 






    16


     


    

 


		7.7	Independent Legal
Advice



 


You acknowledge and agree that the Company has given you the
opportunity to seek, and has recommended that you obtain, independent legal advice with respect to the subject matter of this Agreement
and, further, you hereby represent and warrant to the Company that you have either sought independent legal advice or have waived
your right to obtain such advice.


 


		7.8	Injunctive Relief



 


You acknowledge and agree that
any breach or threatened breach of any of the provisions of, Section 5.1 (Disclosure of
Conflicts of Interest), Section 5.2 (Avoidance of Conflicts of Interest), or Section 5.3 (Restrictive Covenant) could cause irreparable
damage to the Company, that such harm could not be adequately compensated by the Company’s
recovery of monetary damages, and that in the event of a breach or threatened breach thereof, the Company shall have, in addition
to any and all remedies at law or in equity, the right to seek an injunction, specific performance or other equitable relief as
well as any equitable accounting of all your profits or benefits arising out of any such breach. It is further acknowledged and
agreed that the remedies of the Company specified in this Section 7.8 are in addition to and not in substitution for any rights
or remedies of the Company at law or in equity and that all such rights and remedies are cumulative and not alternative and that
the Company may have recourse to any one or more of its available rights or remedies as it shall see fit.


 


		7.9	Non-Disparagement



 


You shall not, directly or indirectly, make any disparaging
comments or criticisms (whether of a professional or personal nature) to any Person regarding the Company, any Affiliate of the
Company, the Key Contacts, or their respective directors, officers, employees or contractors (or the terms of any agreement or
arrangement of the Company) or regarding your relationship with the Company or any termination of such relationship which, in each
case, are reasonably expected to result in material damage to the business or reputation of the Company, any Affiliate of the Company,
a Key Contact, or any of their respective directors, officers, employees or contractors.


 


		7.10	Notice



 


Any notice or other communication required or contemplated to
be given hereunder must be in writing and shall be deemed effective when personally delivered or on the day following the sending
when sent by facsimile transmission, addressed to the appropriate party as set forth below:


 


	If to the Employee:
	 
	William Demers
	7373 Concession 1 RR2
	Puslinch, ON NOB 2J0
	 
	If to the Company:
	 
	
	POINT Biopharma Corp.
	22 St. Clair Ave. East, Suite
    1201,
	Toronto, ON M4T2S3
	 
	Attention: CEO, Joe McCann
	 
	With a copy to (which shall
    not constitute notice):
	 
	Goodmans LLP
	Bay Adelaide Centre - West
    Tower
	333 Bay Street, Suite 3400
	Toronto, ON
	M5H 2S7





 






    17


     


    

 


		7.11	Publicity



 


You shall not, without the prior written consent of the Company,
make or give any public announcements, press releases or statements to the public or the press regarding your Work Product or any
Confidential Information.


 


		7.12	Severability



 


If any provision of this Agreement is determined to be void,
illegal or unenforceable, such provision will be construed to be separate and severable from this Agreement and will not impair
the validity, legality or enforceability of any other provision of this Agreement and the remainder of this Agreement will continue
to be binding on the parties hereto as if such provision had been deleted.


 


		7.13	Surviving Obligations



 


Upon termination of this Agreement for any reason, any obligations
which by their terms or nature, must extend beyond the date of termination to be effective shall survive termination of this Agreement.
Without limiting the foregoing, your obligations under Section 5.3 (Restrictive Covenant), Section 5.4 (Provisions Reasonable),
Article 6 (Termination) and Article 7 (General) shall survive and remain in full force and effect following the termination of
this Agreement.


 


		7.14	Waiver



 


Any waiver of any breach or default under this Agreement shall
only be effective if made in writing, signed by the party against whom the waiver is sought to be enforced, and no waiver shall
be implied by any other act or conduct or by any indulgence, delay or omission. Any waiver shall only apply to the specific matter
waived and only in the specific instance in which it is waived.


 






    18


     


    

 





		7.15	Acceptance



 


If the foregoing terms and conditions are, are acceptable to
you, please indicate your acceptance of and agreement to the terms and conditions of this agreement by signing below on this letter
and on the enclosed copy of this letter in the space provided and by returning the enclosed copy so executed to us. Your execution
and delivery to the Company of the enclosed copy of this letter will create a binding agreement between us.


 


	Yours truly,
	POINT Biopharma Corp.
	 
	Per:  	/s/ Joe McCann	 
	Authorized Signatory
	 
	Joe McCann, Chief Executive
    Officer




 


Acknowledged and Agreed:


 


I acknowledge that I have had sufficient time to thoroughly
review this agreement and obtain the advice that I deem appropriate regarding its terms and conditions. I have read, understand
and voluntarily accept employment with POINT Biopharma Corp. on the terms and conditions set out above.


 


	July 29, 2020	/s/ William Demers
	Date	William Demers


 






    19


     


    





 


Exhibit 1.1.5: Description of the Business


 


The Company is a clinical stage
pharmaceutical company focused on the development and commercialization of radiotherapeutics and theranostic products. The
Company will compete in therapeutic categories related to the use of radiotherapeutics and theranostic products in
oncology.


 









    20


     


    

 


Exhibit 2.1: Description of Duties - Chief Financial
Officer


 


The Chief Financial
Officer reports directly to the Chief Executive Officer (CEO) and leads the financial and Corporate Risk Management aspects
of the Company, including making strategic decisions to achieve the Company’s stated
business and financial objectives. The departments/activities within scope of the role include financial analysis and reporting,
AP/AR, payroll, admin/legal, HR and IT.


 


ESSENTIAL DUTIES AND RESPONSIBILITIES


 


		·	Work with the CEO and leadership team to develop
corporate objectives aimed at achieving the Company’s
short-term and long-term goals;



		·	Provide leadership and contribute directly to ensure
functional areas meet performance goals and other functional areas within POINT Biopharma Inc., POINT Biopharma Corp. and POINT
Biopharma USA Inc. are supported. Functional areas reporting to the CFO include: financial analysis and reporting, AP/AR, payroll,
admin/legal, HR and IT;



		·	Assess corporate and financial risks and works
to minimize them;



		·	Budget, forecast and help oversee current and future
investments and capital structures; Manage the processes for financial forecasting and budgeting ensuring company funds are sufficient;



		·	Ensure all fiscal reports and statements are completed
in compliance with the appropriate regional GAAP;



		·	Work with the CEO and Executive Chairman as a partner,
to support POINT in its relationships with shareholders and financial institutions;



		·	Support CEO and Executive Chairman to develop and
implement financial strategies;



		·	Work with the CEO and Executive Chairman to negotiate
key financing transaction, merger and acquisition transactions, in- and out-licensing deals and key contracts;



		·	Act as an adviser and confidant to the Chief Executive
Officer;



		·	Foster ethical and responsible decision making
within the Company;



		·	Maintain an awareness of the competitive market
landscape, expansion opportunities and industry developments;



		·	As CFO, ensure that the Company maintains high
social responsibility wherever it does business;



		·	Represent the Company as required, including attendance
of important functions, industry events and public meetings.



 


BOARD COMMITTEES


 


		·	Lead Audit Committee of the Board.



 


BOARD MEETING


 


		·	Provide financial reporting to the Directors of
the Company.



 


SHAREHOLDER MEETINGS


 


		·	Provide financial reporting to shareholders.



 






    21


     


    

 


Exhibit 2.3.5: Permitted External Roles


 


1.       none


 






    22


     


    

 


	OFFICE 833.544.2637	 
	FAX 647.243.8490
	 
	22 St. Clair Avenue East, Suite 1201
	Toronto, Ontario, M4T 2S3, Canada
	 
	4850 W 78th St Indianapolis, Indiana, 46268, USA



 


March 8, 2021


 


William (Bill) Demers


7373 Concession 1 RR2


Puslinch, ON N0B 2J0


 


Dear Bill


 


In connection with the Employment
Agreement (the “Employment Agreement”)
dated July 24, 2020 between you and Point Biopharma Corp. (the “Company”),
you agree that the provisions set out in this letter agreement amend the Employment Agreement.


 


Signing Bonus


 


You have agreed with the Company to accept a signing bonus of
$2,000.00, which will be paid to you by the Company in consideration for your agreement to the amendments to the Employment Agreement
set out in this letter agreement as evidenced by your signed Acceptance below.


 


Definitions


 


The definitions of “Affiliate”
and “Key Contacts” in
Sections 1.1.2 and 1.1.15 of the Employment Agreement are deleted and replaced with the following:


 


1.1.2 “Affiliate”
means with respect to a Person, any Person that, directly or indirectly, Controls, is Controlled
by, or is under common Control with such Person, including, without limitation, any partner, officer, director, or member of such
Person and any venture capital fund now or hereafter existing that is Controlled by or under common Control with one or more general
partners or shares the same management company or investment manager with such Person, and including any parent or subsidiary company
of such Person and “Protected Affiliate” means
an Affiliate with whom you have been actively engaged in business contact in the course of your employment with the Company in
the 18 months prior to the Termination Date (as that term is defined in subsection 5.3.3.1 of this Agreement) or in respect of
whom you acquired confidential or proprietary information during the course of your employment with the Company that the Company
has a reasonable and legitimate business interest in protecting from use or disclosure by its former employees


 


1.1.15 “Key
Contacts” means the actual and potential licensors, licensees, sublicensees, collaborators,
partners, investors, shareholders, acquirers, lenders or merger candidates, suppliers and customers of the Company or any Protected
Affiliate with whom you have been actively engaged in business contact or actively engaged in researching, developing or preparing
a business pitch or proposal in the course of your employment with the Company in the 18 months prior to the Termination Date,
or in respect of whom you acquired confidential or proprietary information during the course of your employment with the Company
that the Company has a reasonable and legitimate business interest in protecting from use or disclosure by its former employees.


 


Restrictive Covenant


 


Sections 5.3 and 5.4 of the Employment Agreement are deleted
and replaced with the following:


 


5.3       Restrictive
Covenants


 


During the Term of Employment and for a period of 6 months thereafter
for Sections 5.3.1 and 5.3.2, and a period of 18 months thereafter for Section 5.3.3, regardless of the reason for such termination,
you will not, either alone or in partnership or in conjunction with any Person, whether as principal,
agent, employee, director, officer, shareholder, consultant or in any capacity or manner whatsoever, whether directly or indirectly:





 






    23


     


    

 


	OFFICE 833.544.2637	 
	FAX 647.243.8490
	 
	22 St. Clair Avenue East, Suite 1201
	Toronto, Ontario, M4T 2S3, Canada
	 
	4850 W 78th St Indianapolis, Indiana, 46268, USA



 


5.3.1       carry
on or be engaged in, or advise, or give financial assistance to, any business, enterprise or undertaking within Canada and the
United States that:


 


.1       is involved
in the business or in the sale, distribution, development or supply of any product or service that is the same as or substantially
similar to the products or services offered by the Company as at the date of the termination of your employment (the “Termination
Date”); or


 


.2       competes in a substantial or material way with
the Company with respect to any aspect of the Business as at the Termination Date; provided, however, that the foregoing will not
prohibit you from acquiring, solely as an investment and through market purchases, securities of any such enterprise or undertaking
which are publicly traded, so long as you are not part of any control group of such entity and such securities, which if converted,
do not constitute more than 5% of the outstanding voting power of that entity;


 


5.3.2       agree
to be employed by any Person that was a Key Contact as at the Termination Date for any business purpose that is competitive with
the Business in any substantial or material way; or make use of any list or proprietary information of or relating to a Key Contact
for the purpose of competing with the Company; or be involved in the sale to, solicitation of or servicing of any Key Contact where
such sale, solicitation or servicing is with respect to services or products which are the same or substantially similar to or
which compete with products or services sold or provided by the Company as at the Termination Date; or otherwise attempt to interfere
with or damage the Company’s business relationship with any Key Contact; or


 


5.3.3       solicit,
divert, entice, persu or take away from the Company or any Protected Affiliate the Company has a reasonable need to protect against
(a “Protected Affiliate”), or attempt
to do so or solicit for the purpose of doing so, any business of the Company or any Protected Affiliate, or any Person that was
an employee or contractor of the Company or any Protected Affiliate (but in any case, with whom you have had business contact in
the course of your employment with the Company during the 18 months prior to the Termination Date) to terminate, discontinue or
alter to the detriment of the Company, his, her or its employment or engagement relationship with the Company or its Protected
Affiliates or otherwise attempt to interfere with or damage the Company’s or a Protected
Affiliate’s relationship with any such person.


 


5.4          Provisions Reasonable


 


You hereby acknowledge and agree that:


 


5.4.1       the
Company has a material interest in preserving the relationships it has developed with its Key Contacts against impairment by competitive
activities of a former employee;


 


5.4.2       during
the course of your employment by the Company, you will acquire knowledge of, and you will come into contact with, initiate and
establish relationships with Key Contacts, and that in some circumstances you may be the senior or sole representative of the Company
or any Protected dealing with such Key Contacts; and


 


5.4.3       in
light of the foregoing, the provisions of Section 5.3 (Restrictive Covenant) are reasonable and necessary for the proper protection
of the business, property and goodwill of the Company and the Business and any Protected Affiliate and you further agree that these
restrictions and your agreement to them are of major importance to the Company, which would not employ or continue to employ you
if you did not agree to them.





 






    


     


    

 


	OFFICE 833.544.2637	 
	FAX 647.243.8490
	 
	22 St. Clair Avenue East, Suite 1201
	Toronto, Ontario, M4T 2S3, Canada
	 
	4850 W 78th St Indianapolis, Indiana, 46268, USA








 


Non-Disparagement


 


Section 7.9 of the Employment Agreement is deleted and replaced
with the following:


 


You shall not, directly or indirectly, make any disparaging
comments or criticisms (whether of a professional or personal nature and including any comments, statements or postings via any
social media website or application, including but not limited to Facebook, Twitter, LinkedIn, Flickr, YouTube, Picase, Snapchat,
Instagram, TikTok or Clubhouse) to any Person regarding the Company, any Affiliate of the Company, the Key Contacts, or their respective
directors, officers, employees or contractors (or the terms of any agreement or arrangement of the Company) or regarding your relationship
with the Company or any termination of such relationship which, in each case, are reasonably expected to result in material damage
to the business or reputation of the Company, any Affiliate of the Company, a Key Contact, or any of their respective directors,
officers, employees or contractors.


 


No Other Amendments


 


The parties acknowledge and agree that, except as specifically
amended above in this letter agreement, the Employment Agreement (including all definitions therein) remains in full force and
effect, unamended. All capitalized terms in this letter agreement which are not otherwise defined shall have the same meaning as
in the Employment Agreement.


 


	  /s/ Joe McCann	 
	For and on behalf of Point Biopharma Corp.	 


 


Acceptance


 


I have read and understand the terms and conditions of employment
set out in the Employment Agreement , as amended by this letter agreement and I agree to and accept them freely and voluntarily.
I confirm that I have had the opportunity to obtain advice regarding its contents, including from counsel of my choice. I understand
that, in the event of the termination of my employment (including without just cause), my entitlements will be limited to those
specified in this agreement.


 


	Signed in Toronto,
    Ontario on March      , 2021.	 	 
	 	 	 
	  /s/ Donna Husack	 	/s/ Bill Demers
	Witness Signature	 	William Demers
	 	 	 
	Name:	Donna Husack