Exhibit 4.15


 


1


 


CONSULTING SERVICES AGREEMENT


 


THIS
CONSULTING SERVICES AGREEMENT (the “Agreement”) is dated effective the 20th day of December, 2021.


 


BETWEEN:


 


XORTX
THERAPEUTICS INC., a corporation incorporated under the laws of the province of British Columbia and having its head office
at 4000, 421 – 7th Avenue SW, Calgary, Alberta, Canada T2P 4K9 (hereinafter referred to as the “Company”)


 


OF
THE FIRST PART


 


-
AND -


 


W.B.
ROWLANDS & CO. LTD., a corporation incorporated under the laws of the province of Ontario and having its head office at
201 Bain Avenue, Toronto, Ontario, Canada M4K 1E9 (hereinafter referred to as the “WBR”)


 


OF
THE SECOND PART


 


-
AND -


 


WILLIAM
BRUCE ROWLANDS, an individual having his residential address at 201 Bain Avenue, Toronto, Ontario, Canada M4K 1E9 (hereinafter
referred to as the “Rowlands”)


 


OF
THE THIRD PART


 


WHEREAS:


 


		A.	Rowlands,
                                         President of WBR, has been a director of the Company since 2013 and due to this history,
                                         he has intimate knowledge of the business of the Company;



 


		B.	The
                                         Compensation Committee of the Company has made a recommendation that WBR be paid a one-time
                                         cash fee of $50,000 plus HST to acknowledge and to compensate Rowlands for his past service
                                         to the Company and in respect of the services contemplated hereunder;



 


		C.	Rowlands
                                         holds 51,106 stock options issued under the Company’s stock option plan (“the
                                         “Plan”), 12,776 of which are exercisable at $5.87 and 38,330 of which
                                         are exercisable at $1.64 (the “Options”);



 



     


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NOW
THEREFORE in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto (individually, a “Party”
and together, the “Parties”), the Parties agree as follows:


 


1.               
ENGAGEMENT, TERM AND SERVICES


 


1.1             
Engagement


 


The
Company hereby engages WBR to provide support and advice, as may be requested by the Chief Executive Officer of the Company in
respect of outstanding or new matters that relate to the Company that may arise from time to time (the “Services”).


 


1.2             
Term


 


During
the Term, Rowlands, on behalf of WBR, will provide the Services for an eighteen (18) month period, commencing December 20, 2021
(the “Effective Date”) through June 20, 2023 (the “Termination Date”).


 


1.3             
Services


 


During
the Term, Rowlands, on behalf of WBR, will personally provide the Services to the Company and will report to the Company’s
Chief Executive Officer, provided that the total number of hours of Services shall not exceed 200.


 


2.               
RELATIONSHIP


 


In
entering into this Agreement and providing the Services hereunder, WBR will have the status of an independent contractor and nothing
in this Agreement will constitute that WBR or Rowlands is an employee or officer or director of the Company for any purpose and
Neither WBR nor Rowlands will be deemed to be an employee of the Company. Neither WBR nor Rowlands shall be entitled to bind the
Company in any way or make any representation on behalf of the Company.


 


3.               
COMPENSATION


 


3.1             
Incentive Stock Options


 


In
lieu of any additional cash compensation, WBR and Rowlands agree that the Options currently granted to Rowlands, being 12,776
exercisable at $5.87 and 38,330 exercisable at $1.64, and having current expiry dates of March 19, 2023 and June 23, 2025, respectively,
will remain outstanding in accordance with the Plan for the term of this Agreement. The Options will be further subject to the
terms and conditions of the Plan.


 


3.2             
Expenses


 


Upon
submission of complete and detailed invoices or other evidence of payment, the Company will reimburse WBR for all reasonable out-of-pocket
expenses actually and properly incurred by WBR in connection with providing the Services under this Agreement. Any single expense
in excess of $200 will require pre-approval by the Company. The Company agrees to pay the amounts due within thirty (30) days
of the receipt of such invoices or other evidence of payment.


 



     


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4.               
CONFIDENTIALITY


 


4.1             
Access to Confidential Information


 


WBR
and Rowlands acknowledge that in the course of carrying out, performing and fulfilling the Services, it may have access to confidential
information and to undisclosed information concerning the Company (“Confidential Information”), and that disclosure
of Confidential Information will be highly detrimental to the best interests and business of the Company and may be a breach of
applicable securities laws.


 


4.2             
Use and Disclosure


 


Except
as may be specifically required in the course of carrying out the Services or as may be required by law, WBR and Rowlands will
not, during the Term or at any time thereafter:


 


		●	disclose
                                         any Confidential Information to any person or entity; or



 


		●	use
                                         or exploit, directly or indirectly, the Confidential Information for any purpose other
                                         than the purposes of the Company.



 


5.               
TERMINATION


 


WBR
and the Company agree that the engagement of WBR pursuant to this Agreement is scheduled to terminate on the Termination Date
and may be terminated prior to the Termination Date by either Party, for cause, at any time upon written notice in the event of
a failure by the other Party to comply with any of the material provisions hereunder, or, in the case of termination by the Company,
a persistent failure by the WBR to follow the lawful directions and policies of the Company, or any act of gross negligence or
wilful misconduct by the WBR.


 


6.               
SEVERABILITY


 


In
the event that any provision or part of this Agreement is deemed void or invalid by a court of competent jurisdiction, the remaining
provisions or parts will be and remain in full force and effect.


 


7.               
GOVERNING LAW


 


This
Agreement will be construed in accordance with and governed by the laws of Alberta, Canada.


 


[SIGNATURE
PAGE FOLLOWS]








 






     


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IN
WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written. The terms of this Agreement
are hereby acknowledged and consented to by:


 


XORTX
THERAPEUTICS, INC.


 





	Per:	/s/
    Allen Davidoff	 


	 	Allen Davidoff	 
	 	President and Chief Executive Officer	 




  


W.B.
ROWLANDS & CO. LTD.


 








	Per:	/s/
    W. Bruce Rowlands	 


	 	W. Bruce Rowlands	 
	 	President and Chief Executive Officer	 










  


The
undersigned acknowledges and agrees with the foregoing.


 





	/s/ W. Bruce Rowlands	 	/s/ Charlotte May	 
	W. Bruce Rowlands	 	Witness