Exhibit
10.13


 


POINT
Biopharma USA Inc.


4850
West 78th Street


Indianapolis,
Indiana 46268


United
States of America


 


POINT
Biopharma USA Inc. Employment Agreement


 






     


     


    

 


POINT
Biopharma USA Inc. Employment Agreement


 


to
be effective as of and from the


Effective
Date (as defined below)


 


PRIVATE
AND CONFIDENTIAL


 


Jessica
Jensen


19
Mirror Lake Drive


Mirror
Lake, NH 03853


 


Dear
Jessica:


 


		Re:	Terms
                                                                                                                                                                                                             of Employment of Jessica Jensen (“you” or
                                                                                                                                                                                                             the “Employee”) with POINT
                                                                                                                                                                                                             Biopharma USA Inc. (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 US 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).



 






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



 


		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 the business
                                         relationship or potential 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	“Executive
                                         Vice President, Clinical Development” shall
                                         have the meaning set out in Section 2.1 (Position and Duties).



 


		1.1.9	“Change
                                         in Control” shall have the meaning given
                                         in the 2020 Equity Incentive plan of point Biopharma Inc. or any successor plan, as amended
                                         from time to time (the “Equity Incentive
                                         Plan”).



 


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


 






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		1.1.11	“Control”
                                         or “Controls”
                                         means, for purposes of the definition of “Affiliates”
                                         above only, the power, directly or indirectly, either
                                         to (a) vote 50% or more of the equity or other interests of a Person having voting power
                                         for the election of directors (or persons performing similar functions) of such Person
                                         or (b) direct or cause the direction of the management and policies of such Person, whether
                                         by contract or otherwise.



 


		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, techniques, 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 now-how trade secrets or utility models copyrights and others
                                         forms of intellectual property including all applications, registrations and related
                                         foreign applications filed and registrations granted thereon.



 


		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 3.4 (Stock Options).



 


		1.1.19	“Person”
                                         means any individual, partnership, joint venture,
                                         syndicate, sole proprietorship, association, limited liability company, 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.



 






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		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



 


		.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.



 






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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, Executive Vice President, Clinical Development, including those described in Exhibit 2.1.


 


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


 


In
the event that the Employee is made a party or threatened to be made a party to any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (a “Proceeding”),
other than any Proceeding between the Employee and the Company with respect to this Agreement, arising in the course and scope
of Employee’s employment with the Company, then by reason of the fact that Employee
is or was a director or officer of the Company or its Affiliate, or is or was serving at the request of the Company as a director,
officer, member, employee, or agent of another corporation or a partnership, joint venture, trust, or other enterprise, the Employee
shall be indemnified and held harmless by the Company to the maximum extent permitted under applicable law and the Company’s
bylaws from and against any liabilities, costs, claims, and expenses, including all costs and expenses incurred in defense of
any Proceeding (including attorneys’ fees); provided that Employee shall not be indemnified
and held harmless by the Company for any willful misconduct or intentional violation of law committed by Employee. Costs and expenses
incurred by Employee in defense of such Proceeding (including attorneys’ fees) shall
be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of: (i) a written request
for payment; (ii) documentation
to the satisfaction of the Company evidencing the incurrence, amount, and nature of the costs and expenses for which payment is
being sought; and (iii) an executed written agreement in a form provided by the Company under which Employee shall be required
to repay the amounts so paid if it shall ultimately be determined that Employee is not entitled to be indemnified by the Company
under this Agreement. Employee shall be entitled to coverage under the Company’s
directors’ and officers’ liability insurance
in effect from time to time providing coverage to Employee on terms that are no less favorable than the coverage provided to other
similarly situated employees of the Company or any successor.


 


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 Board in its discretion.


 






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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
                                         your full business 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; and further provided that you
                                         may not engage in the outside activities listed in Exhibit 2.3.5 for a period lasting
                                         longer than one (1) year from the Effective Date of this Agreement.



 


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 $325,000 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 discretion of the Board. As a managerial employee of the Company,
you are not entitled to overtime pay.


 






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3.3       Annual
Bonus


 


During
the Term of Employment, you will be eligible for a target cash bonus of up to 25% of your then-current Base Salary (the “Annual
Bonus”) 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 Board (or the Company’s
Compensation Committee). Payment of the Annual Bonus (less all applicable statutory deductions and withholdings 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 (“Bonus Approval Date”),
provided that, except as otherwise set out in this Agreement, as of the Bonus Approval Date, you are employed with the Company.
For the avoidance of doubt, an Annual Bonus is considered earned and payable as of the Bonus Approval Date provided that you are
employed as of such date. The target cash bonus percentage will be reviewed by the Board (or the Company’s
Compensation Committee) on at least an annual basis, for upward adjustment, based on your and the Company’s
performance, or on terms as otherwise agreed between you and the Company.


 


3.4       Signing
Incentives


 


A
signing bonus of $60,000 will be paid on the last pay cycle of December 2020, provided that you remain employed by the Company
on the date of payment, and will be subject to applicable withholdings and deductions.


 


Subject
to the approval of Board of Point BioPharma Inc. (the “Parent”),
you will be granted a nonqualified option to purchase 35,000 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. You will vest in 100% of the Option shares
after one month of continuous service, as described in the Option Agreement.


 


Subject
to achievement of the Objectives, as determined by the Board (or the Company’s
Compensation Committee), you will be eligible to receive your Annual Bonus for the 2020 fiscal year, which, if earned, shall be
calculated as if you were employed by the Company as of January 1, 2020.


 


For
the 2020 calendar year only, and subject to achievement of the Objectives, as determined by the Board (or the Company’s
Compensation Committee), you may be entitled to receive additional grants of stock options for a number of shares of Common Stock
of Parent up to a 2020 Base Salary by 25% (i.e. $325,000 X 25% =81,250 shares), which shall be subject to the terms and conditions
of the Equity Incentive Plan and the applicable award agreement. Your entitlement to such a grant shall be determined as
if you were employed by the Company as of January 1, 2020.


 






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3.5       Stock
Options


 


From
time to time, at the sole discretion of the Parent Board, you may be entitled to receive additional grants of stock options for
a number of shares of Common Stock of Parent up to a number of shares determined by multiplying your then-current Base Salary
by 20% (e.g. $325,000 X 20% = 65,000 shares). Any such award shall be subject to the terms and conditions of the Equity Incentive
Plan and the applicable award agreement.


 


Except
only as expressly required by applicable employment standards legislation, as amended, or expressly required by the terms of this
Agreement or the Option 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 in Control


 


Subject
to the terms and conditions of the Option Agreement, in the event that as of the date of a Change in Control, you hold unvested
shares subject to the Option, such unvested shares shall immediately vest and 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 in accordance with the Company’s
expense reimbursement policies in effect from time to time.


 


3.8       Vacation


 


During
the Term of Employment, you will be entitled to 20 working days’
vacation per calendar year, pro-rated for any partial year of employment. On your five-year anniversary
you will be entitled to 25 working days’ vacation per calendar year, beginning on
January 1 of the calendar year immediately following your five-year anniversary. 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 (if any) each year, any unused vacation balance remaining at calendar year end in excess of any applicable 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.


 


Employee
shall be entitled to paid holidays offered by the Company to its employees from time to time. You also will be entitled to any
other paid time off (excluding vacation) or leave benefits made available by the Company to its similarly situated executives
from time to time or required by applicable law.


 






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3.9       Benefits


 


During
the Term of Employment, you will be eligible to participate in all group medical, prescription drug, dental, vision and life insurance
benefits as are made available by the Company 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 and access to 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 your benefit or 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 or that you are required to disclose pursuant to law or regulation, so long
as you provide advance written notice to the Company of any such required disclosure and provide the Company with the opportunity
to contest any such disclosure. You acknowledge that no license under any trademark, patent, copyright, or any other intellectual
property right, now existing or hereafter acquired or created, is either granted or implied by the disclosure of Confidential
Information to you.


 






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4.2       Disclosure
of Work Product


 


You agree to promptly and fully inform the Company of all 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 to the Company all Work Product. You further agree that all Work Product shall at all times
be the Confidential Information of the Company.


 


4.3       Assignment of
Rights


 


You acknowledge that all Work
Product consisting of copyrightable subject matter is “work made for hire”
as defined in the Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore
owned by the Company. 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 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, including the right
to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof. To the
extent that you retain or acquire legal title to any such rights and interests, you hereby grant to Company a perpetual, irrevocable,
worldwide, royalty-free, exclusive, sublicensable right and license to exploit, exercise and otherwise use such Work Product as
though Company were the only owner of such Work Product. You agree that the Company’s
rights hereunder shall attach to all 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.


 


4.4       Moral Rights


 


You hereby irrevocably 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.


 






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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 after termination of your Term of Employment for any reason whatsoever, in:


 


		4.6.1	making patent applications for any Work Product, including instructions to lawyers and/or patent
agents as to the characteristics of such 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 any
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, defending, and enforcing the patents and other intellectual property
registrations relating to your Work Product.



 


You hereby irrevocably designate and appoint
the Company as your agent and attorney-in-fact, coupled with an interest, to act for and on your behalf to execute and file any
document and to do all other lawfully permitted acts to further the intent of this Section 4 with the same legal force and effect
as if executed by you.




 


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.


 






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4.8       Trade Secrets


 


Pursuant to the Defend Trade
Secrets Act of 2016, you acknowledge and understand that an individual may not be held criminally or civilly liable under any federal
or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.
Further, you acknowledge and understand that an individual who files a lawsuit for retaliation by an employer for reporting a suspected
violation of law may disclose the employer’s trade secrets to the attorney and use
the trade secret information in the court proceeding if the individual: (a) files any document containing the trade secret under
seal; and (b) does not disclose the trade secret, except pursuant to court order.


 


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.


 






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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 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:




 


		5.3.1	in the same or substantially similar capacity as you performed for the Company, carry on or
be engaged in, or advise, or give financial assistance to, any business, enterprise or undertaking within the United States of
America and its territories and possessions (the “Restricted Territory”)
that:



 


		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, in the same or substantially similar capacity as you performed for the
Company, within the Restricted Territory by 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 24 months 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) to terminate,
discontinue or alter to the detriment of the Company, his, her or its employment relationship with the Company or its Affiliates.



 






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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, including trade secrets and confidential
information, 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.




 


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.


 






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6.3         Consequences
of Termination Without Cause Unrelated to a Change in Control Or Resignation for Good Reason


 


Subject to Section 6.4, if your
employment by the Company is terminated by the Company without Cause unrelated to a Change in Control or you resign with Good Reason,
the Company shall provide you with (i) a lump sum cash amount equal to 25% of your then current Base Salary plus 25% of your prior
year’s Annual Bonus (if any); and (ii) provided that you have been employed by the
Company for a minimum of 3 consecutive years beginning on the Effective Date, a lump sum cash amount equal to l/12th of your then
current Base Salary multiplied by a number equal to your number of full years of employment with the Company, provided that you
execute and deliver a release of claims in favor of the Company in a form satisfactory to the Company. Any amount due and payable
under this Section 6.3 shall be paid no later than thirty (30) days following your termination of employment by the Company without
Cause or by you with Good Reason. Other than as provided 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 in Control or resignation for Good Reason pursuant to this Section 6.3. For
purposes of this Agreement, “Good Reason” means,
without your advance consent, (a) decrease in your Base Salary or target percentage for Annual Bonus, other than any across-the-
board decrease of Base Salary or target percentage for Annual Bonus applied to similarly- situated employees; or (b) relocation
of your primary work location resulting in a commuting distance increase of 50 miles . This Agreement may only be terminated for
Good Reason if: (a) you provide written notice to the Company of any action defined as Good Reason within fifteen (15) days of
the date on which such action first occurs; (b) you provide the Company with thirty (30) days to remedy such action (the “Cure
Period”); (c) the Company fails to remedy such action within the Cure Period;
and (d) you resign within ten (10) days of the expiration of the Cure Period. Good Reason shall not include any action that is
remedied by the Company within the Cure Period.


 


6.4         Consequences
of Termination Without Cause After a Change in Control


 


If your employment by the Company is terminated by the Company
at the same time as, or within the twelve (12) month period following, the consummation of a Change in Control, or within the thirty
(30) day period prior to the date of the consummation of a Change in Control where such Change in Control was under consideration
by the Board at the time of your termination, then the following terms shall apply in substitution of the provisions in Section
6.3 above:


 


		6.4.1	the Company shall provide you with (i) a lump sum cash amount
                                                                                                            equal to 50% of your then current Base Salary plus 50% of your prior year’s
                                                                                                            Annual Bonus (if any); and (it) provided that you have been employed by the Company for a minimum of 3 consecutive years
                                                                                                            beginning on the Effective Date, a lump sum cash amount equal to l/12th of your then current Base Salary multiplied by a
                                                                                                            number equal to your number of full years of employment with the Company, provided that you execute
and deliver a release of claims in favor of the Company in a form satisfactory to the Company. Any amount due and payable under
this Section 6.4.1 shall be paid no later than thirty (30) days following your termination of employment by the Company without
Cause.



 






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Other than as provided 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 in Control pursuant to this Section
6.4.


 


6.5       Termination
in the Event of Death or Disability


 


Your employment shall terminate
immediately upon your death. The Company may terminate your employment due to your Disability at any time upon written notice.
If this Agreement terminates due to death or Disability, the Company shall pay you or your estate, as applicable, any amounts which
may be due per the terms of this Agreement and remaining unpaid at the time of the termination of employment, including Base Salary
earned through the last day of employment and Annual Bonus considered earned on or before the last day of employment. “Disability”
means physical or mental illness or injury, which prevents you from performing your material duties,
with or without reasonable accommodation, for a period of ninety (90) calendar days during any twelve (12) month period.


 


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 or
pay in lieu of notice, for “Cause”, in
which case you will only be entitled to receive Base Salary earned through the last day of employment and benefits in accordance
with the applicable plan documents. 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;



 


		6.6.2	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
material 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);



 






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		6.6.3	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; or



 


		6.6.4	repeated and continued failure to fulfill your duties or obligations of employment; your breach
of any material obligations and covenants under this Agreement; your material violation of any written Company policy, including
those set forth in any employee handbook or manual; or your use of illegal drugs or your abuse of alcohol or prescription drugs
which impacts your job performance.



 


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 failed to cure any such failure(s)
within thirty (30) days. 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, excluding any remedies available under statute or
common law for claims related to discrimination, wrongful discharge or retaliation; provided that you choose not to execute a release
of claims in exchange for the payments due to you in the event of a Termination Without Cause.


 


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 in Control or Resignation for Good Reason), Section 6.4 (Consequences of
Termination Without Cause After a Change in Control), Section 6.5 (Death and Disability) and Section 6.6 (Termination by
Company for Cause), whichever is applicable, except that you shall receive all Base Salary, earned Annual Bonus, 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; provided that nothing in this Agreement is intended to provide you with a right to any unearned, prorated Bonus
payment in the event of a Termination for Cause or Termination by Employee (without Good Reason). Payment of any amounts
pursuant to Section 6.1 (Termination by Employee), Section 6.3 (Consequences of Termination Without Cause Unrelated to a
Change in Control or Resignation for Good Reason), Section 6.4 (Consequences of Termination Without Cause After a Change in
Control), Section 6.5 (Death and Disability) 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.


 






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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. In
the event of a conflict between the terms of this Agreement and the Option Agreement, the Option Agreement shall control.


 






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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 State of New York, without regard to the principles
of conflicts of law. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted only
in the federal courts of the United States of America or the courts of the State of New York in each case located in New York County,
and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties
irrevocably and unconditionally waive any objection to venue of any suit, action, or proceeding in such courts and irrevocably
waive and agree not to plead or claim in any such court that any such suit, action, or proceeding brought in any such court has
been brought in an inconvenient forum.


 


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, Article 4 (Intellectual Property Rights), Section 5.1 (Disclosure
of Conflicts of Interest), Section 5.2 (Avoidance of Conflicts of Interest), Section 5.3 (Restrictive Covenant), or Section 7.9
(Non-Disparagement) 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 without posting bond or initially
proving actual damages. 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 ail 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.


 






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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:


 


Jessica Jensen


19 Mirror Lake Dr.


Mirror Lake, NH 03852


 


If to the Company:


 


POINT Biopharma USA Inc.


4850 West 78th St.


Indianapolis, Indiana 46268


Attention: CEO, Joe McCann


 


With a copy to (which shall not constitute notice):


Bass, Berry & Sims PLC


150 Third Avenue South, Suite 2800


Nashville, TN 37201


Attention: Curtis Capeling


 






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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 any Work Product or 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. If a court finds that any provision of this Agreement
is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such court shall have
the authority under this Agreement to rewrite or reform the restriction(s) at issue to achieve this intent, and such provision(s)
shall be deemed to be written, construed, and enforced as so limited.


 


7.13       409A


 


It is intended that all terms
and payments under this Agreement be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section
409A”). All terms and provisions of this Agreement will be interpreted in a manner
that is consistent with Section 409A if necessary to comply with Section 409A. Any payment due under this Agreement within a period
following Employee’s termination of employment or other event, shall be made on a
date during such period as determined by the Company in its sole discretion, and in accordance with Section 409A. By accepting
this Agreement, Employee hereby agrees and acknowledges that the Company does not make any representations with respect to the
application of Section 409A to any tax, economic or legal consequences of any payments payable to Employee hereunder. Further,
by the acceptance of this Agreement, Employee acknowledges that (i) Employee has obtained independent tax advice regarding the
application of Section 409A to the payments due to Employee hereunder, (ii) Employee retains full responsibility for the potential
application of Section 409A to the tax and legal consequences of payments payable to Employee hereunder and (iii) the Company shall
not indemnify or otherwise compensate Employee for any violation of Section 409A made by the Employee that may occur in connection
with this Agreement.


 


7.14       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 t is Agreement. Without limiting the foregoing, your obligations under Article 4 (Intellectual Property
Rights), 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.


 






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7.15       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.


 


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 USA Inc.


 


	Per: 	/s/ Joe McCann, CEO	 



Authorized Signatory


 


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 USA inc. on the terms and conditions set out above.


 


	July 19, 2020	 	/s/ Jessica Jensen
	 	 	Jessica Jensen


 






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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.


 






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Exhibit 2.1: Description of Duties –
Executive Vice President, Clinical Development


 


The Executive Vice President,
Clinical Development reports directly to the CEO and leads all clinical development activities, including Managing Biostatistics
 & Programing, Data Management, Clinical Imaging, Clinical Operations, & Clinical Science to support clinical development
activities in US and Canada, and may include jurisdictions in Europe and the rest of the world. In this role you will make strategic
decisions to achieve the Company’s stated development, business and financial objectives.


 


ESSENTIAL DUTIES AND RESPONSIBILITIES


 


		·	Design, oversee and execute on clinical and regulatory
strategy



		·	Serve as the clinical lead in FDA meetings and
Regulatory document preparation including Information Packages, Clinical Study Reports and clinical NDA content (e.g. ISS, SCS,
ISE, SCE, SAP)



		·	Oversee clinical research resourcing including
consultants, CROs and other vendors to ensure optimization and effectiveness of clinical program deliverables within allocated
budgets



		·	Lead Investigator Meetings, Steering Committee
and Advisory Board meetings to gain strategic input into study design, data analysis and patient/physician needs



		·	Set and manage the annual clinical budget



		·	Set the clinical development road map and associated
budgets



		·	Lead KOL engagement to incorporate current concepts
and direction within clinical programs



		·	Support commercialization and launch activities
of product candidates



		·	With the leadership team, create and deploy the
Company’s vision and mission
and short- and long-term objective and strategies



		·	Develop high quality business strategies and plans
ensuring their alignment with short-term and long-term objectives



		·	Work with the leadership team to develop the corporate
objectives to achieve the Company’s
goals



		·	Create an environment that promotes great performance
and positive morale Maintain an awareness of the competitive market landscape, expansion opportunities and industry developments



		·	Ensure that the Company maintains high social responsibility
and ethics wherever it does business



		·	Assess risks to the Company and ensures they are
monitored and minimized Build alliances and partnerships with other organizations, key partners and stakeholders and act as a point
of contact for important partners Represent the Company as required, including attendance of important functions, industry events
and public meetings



		·	Provide timely, accurate and complete reports on
the business to the CEO, and the Board, as requested by the CEO



 






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		·	Select and maintain qualified personnel in all
positions within your reporting line



		·	As a HR steward, assure staff performance by coaching,
counseling, mentoring, planning, monitoring and evaluating job performance



 


In collaboration with the CEO and CFO


 


		·	Contribute and participate in the development,
approval and management of short-term and long-range plans and budgets based upon broad organization goals and objectives



		·	Negotiate and manage high level vendor contracts
as needed



 


Corporate Operations


 


		·	Foster a success-oriented and accountable environment
within the organization



		·	Represent the organization at community and industry
functions and increase visibility of the organization within the communities it serves.



		·	Ensure that all activities and operations are performed
in compliance with Health regulators, local, provincial, and federal regulations and laws governing business operations



		·	Maintain and foster a quality culture focused on
GCP/ICH compliance and CFR standards, as applicable



 






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Exhibit 2.3.5: Outside Activities


 


Lantheus Medical Imaging, Inc. related to clinical
development activities in association with FDA approval of their 18F-DCFPyL compound


 


Evergreen Theragnostics, Inc. related to clinical
development activities of an NDA submission of their 18F-FMISO compound.


 






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