Exhibit
4.19



 


CERTAIN INFORMATION (INDICATED BY [***])
HAS BEEN EXCLUDED FROM THE VERSION OF THIS DOCUMENT FILED AS AN EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND THE TYPE OF INFORMATION
THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.


 







SPONSORED
RESEARCH AGREEMENT


 


This
SPONSORED RESEARCH AGREEMENT (“Agreement”) is effective this 27 day of May, 2021 (the “Effective Date”)
and made by and between XORTX Therapeutics Inc. (“Sponsor”), having a principal place of business at Calgary, Alberta,
Canada, and Regents of the University of Colorado, a body corporate, for and on behalf of the University of Colorado Denver, a
public institution of higher education created under the Constitution and the law of the State of Colorado (“Institution”),
having administrative offices at University of Colorado Denver, Office of Grants and Contracts, Mail Stop F428, Anschutz Medical
Campus Bldg 500, W1124, 13001 E 17th Place, Aurora, CO 80045.


 


WITNESSETH:


 


WHEREAS,
the Sponsor desires research services in accordance with the scope of work described in the attached Appendix A of this Agreement
(the “Research”); and


 


WHEREAS,
the performance of such Research is consistent and compatible with and beneficial to the academic role and mission of the
Institution as an institution of higher education;


 


NOW
THEREFORE, in consideration of the mutual premises and covenants contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto expressly agree as follows:


 


Article
1 - Definitions


 


For
purposes of this Agreement, the following terms shall have the following meanings:


 


		1.1	“Institution
                                         Intellectual Property” means all patentable inventions conceived or reduced to
                                         practice in the conduct of the Research, during the term of this Agreement, solely by
                                         Institution’s staff, employees, advisors, and agents, including Principal Investigator
                                         (collectively “Personnel”), including all United States and foreign patent
                                         applications claiming said patentable inventions, including any divisional, continuation,
                                         and foreign equivalents thereof, as well as any patents issued thereon or reissues or
                                         reexaminations thereof. Institution Intellectual Property also includes all significant
                                         copyrightable software created by Institution personnel in the conduct of the Research
                                         during the term of this Agreement.



 


		1.2	“Sponsor
                                         Intellectual Property” means all patentable inventions conceived or reduced to
                                         practice in the conduct of the Research, during the term of this Agreement, solely by
                                         any Sponsor’s personnel, including all United States and foreign patent applications
                                         claiming said patentable inventions, including any divisional, continuation, and foreign
                                         equivalents thereof, as well as any patents issued thereon or reissues or reexaminations
                                         thereof. Sponsor Intellectual Property also includes all significant copyrightable software
                                         created solely by Sponsor’s personnel without the use of Institution administered
                                         funds or facilities in the conduct of the Research during the term of this Agreement.



 


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		1.3	“Joint
                                         Intellectual Property” means all patentable inventions conceived or reduced to
                                         practice in the conduct of the Research, during the term of the Agreement, by both Institution
                                         Personnel and Sponsor personnel, including all United States and foreign patent applications
                                         claiming said patentable inventions, including any divisional, continuation, and foreign
                                         equivalents thereof, as well as any patents issued thereon or reissues or reexaminations
                                         thereof. Joint Intellectual Property also includes the Research Results and all significant
                                         copyrightable software created jointly by Institution Personnel and Sponsor’s personnel
                                         during the term of this Agreement.



 


		1.4	“Research
                                         Results” means all data and information which are generated in the performance
                                         of the Research during the term of this Agreement, and expressly excludes Institution
                                         Intellectual Property, Sponsor Intellectual Property, and any Joint Intellectual Property
                                         that is not any of the data and information which are generated in the performance of
                                         the Research.



 


Article
2 - Research work


 


		2.1	Institution
                                         shall use reasonable efforts to conduct the Research in accordance with the terms and
                                         conditions of this Agreement, and shall furnish the facilities necessary to carry out
                                         the Research. Notwithstanding the foregoing, Institution does not guarantee specific
                                         results and the Research shall be conducted on a reasonable efforts basis.



 


		2.2	The
                                         Research shall be carried out under the direction and supervision of Institution’s
                                         employee, **** (“Principal Investigator”).



 


		2.3	Institution
                                         shall keep accurate financial and scientific records relating to the Research and shall
                                         make such records available to Sponsor or its authorized representative throughout the
                                         duration of the Agreement during normal business hours at mutually agreeable times.



 


Article
3 - Compensation


 


		3.1	This
                                         is a cost reimbursement Agreement. As consideration for the performance by Institution
                                         of its obligations under this Agreement, and subject to the terms contained herein, Sponsor
                                         agrees to pay Institution no more than *** in accordance with the budget described in
                                         the attached Appendix B of this Agreement. Institution shall invoice Sponsor for actual
                                         costs incurred while performing the Research. Sponsor shall reimburse Institution within
                                         thirty (30) days of receiving invoices from Institution. Invoices shall be sent to the
                                         Sponsor at the following address: c/o XORTX Therapeutics Inc., Suite 4000. 421 –
                                         7th Avenue S.W., Calgary, Alberta T2P 4K9.



 


		3.2	All
                                         payment checks shall be made payable to University of Colorado Denver. All payment checks
                                         shall be forwarded to the following address:



 


University
of Colorado Denver





Grants
and Contracts, # 213120 - CF





PO
Box 910238





Denver,
Colorado 80291-0238





Tax
I.D. Number: 84-6000555


 


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Article
4 - Reporting Requirements


 


		4.1	Unless
                                         otherwise agreed by Sponsor and Institution, Institution shall provide reports on the
                                         progress of the Research to Sponsor annually, or as otherwise set forth in Appendix A.
                                         Such reports shall indicate the work completed, the work to be performed during the next
                                         reporting period, any problems encountered, and the proposed solution for each problem.



 


		4.2	Institution
                                         shall provide a final written report summarizing all of the results of the Research within
                                         ninety (90) days following the early termination or expiration of this Agreement.



 


Article
5 - Confidential Information


 


		5.1	When
                                         used in this Agreement, “Confidential Information” means confidential and
                                         proprietary information of any kind disclosed by Sponsor to Institution for purposes
                                         of the Research, whether disclosed in writing, orally or visually. For greater certainty,
                                         information which is orally or visually disclosed, or written information that is not
                                         marked with a legend indicating its confidential status shall be considered confidential
                                         if it would be apparent to a reasonable person that such information is of a confidential
                                         or proprietary nature. Notwithstanding the foregoing, Confidential Information shall
                                         not include information that: (a) was in Institution’s possession before receipt
                                         from Sponsor; (b) is or becomes a matter of public knowledge through no fault of Institution;
                                         (c) is received by Institution from a third party having an apparent bona fide right
                                         to disclose the information without a duty of confidentiality to Sponsor; or (d) is independently
                                         developed by Institution without use of the Confidential Information.



 


		5.2	Institution
                                         shall use the Confidential Information solely for the purposes of the Research, and shall
                                         maintain the Confidential Information in confidence. Institution may disclose or permit
                                         disclosure of any of the Confidential Information to its Personnel who need to know such
                                         Confidential Information in the performance of the Research and who are bound by obligations
                                         of confidentiality and non-use at least as restrictive as set forth herein. Institution’s
                                         obligations of confidentiality with respect to use and non-disclosure of Confidential
                                         Infon-nation provided under this Agreement shall survive for a period of three
                                         (3) years following termination or expiration of this Agreement.



 


		5.3	Nothing
                                         in this Agreement shall be construed to prevent Institution from disclosing Confidential
                                         Information as required by law or legal process, as long as Institution, if permitted
                                         by applicable law, promptly notifies Sponsor of its obligation to disclose and provides
                                         reasonable cooperation to Sponsor in any efforts to contest or limit the scope of the
                                         disclosure.



 


		5.4	When
                                         the Confidential Information is no longer required for the purposes of this Agreement,
                                         Institution shall, at the direction of Sponsor, either destroy or return to Sponsor all
                                         Confidential Information. Notwithstanding the foregoing, Institution: (i) may retain
                                         a single copy of Confidential Information for the sole purpose of ascertaining its ongoing
                                         rights and responsibilities in respect of such information; and (ii) shall not be required
                                         to destroy any computer files stored securely by Institution that are created during
                                         automatic system back up.



 


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Article
6 - Publication and Publicity


 


		6.1	Institution
                                         shall be free to publish the results of the Research and shall furnish Sponsor a copy
                                         of any proposed presentation or publication thirty (30) days prior to submission, for
                                         the sole purpose of review and comment by Sponsor and to ensure non-disclosure of any
                                         of Sponsor’s Confidential Information. In the event any of Sponsor’s Confidential
                                         Information is contained in the publication, Institution shall remove such Confidential
                                         Information in any event, and shall also do so at Sponsor’s written request. Upon
                                         written notice by Sponsor that Sponsor believes a patent application relating to the
                                         research under the Agreement should be amended or filed prior to any publication or presentation,
                                         Institution agrees to delay publication or presentation for an additional reasonable
                                         period of time, not to exceed sixty (60) days, to allow such protection to be obtained.



 


		6.2	Except
                                         as may be required by applicable laws or regulations, neither Institution nor Sponsor
                                         may use the name, trademark, logo, symbol, or other image or trade name of the other
                                         party or its employees and agents in any advertisement, promotion, or other form of publicity
                                         or news release or in any way that implies endorsement without the prior written consent
                                         of an authorized representative of the party whose name is being used. Such approval
                                         will not be unreasonably withheld. Institution may acknowledge the Sponsor’s support,
                                         including but not limited to financial support, as may be required by academic journals,
                                         professional societies, funding agencies, and applicable regulations.



 


Article
7 - Research Results and Intellectual Property


 


		7.1	Sponsor
                                         shall retain the right to use Research Results disclosed to Sponsor for its purposes
                                         including, without limitation, as supporting documentation in pending patent applications
                                         as well as for orphan drug filings, IND and NDA filings and any new patent filings. Institution
                                         shall retain a non-exclusive, perpetual, royalty-free license to use the Research Results
                                         generated by Institution in the performance of this Agreement for its own non-commercial:
                                         (i) internal research, and (ii) educational purposes.



 


		7.2	It
                                         is recognized and understood that certain existing inventions and technologies, and those
                                         arising outside of the Research, are the separate property of Sponsor or Institution
                                         and are not affected by this Agreement, and neither party shall have any claims to or
                                         rights in such separate inventions and technologies. Nothing contained in this Agreement
                                         shall be deemed to grant either directly by implication, estoppel, or otherwise any license
                                         under any patents, patent applications, or other proprietary interest to any other inventions,
                                         discovery or improvement of either party.



 


		7.3	Institution
                                         shall retain all right, title and interest in and to the Institution Intellectual Property
                                         and any patents, copyrights and other intellectual property and intellectual property
                                         protections related thereto. Sponsor shall retain all right, title and interest in and
                                         to the Sponsor Intellectual Property and any patents, copyrights, software and tangible
                                         research materials and other intellectual property and intellectual property protections
                                         related thereto. Institution and Sponsor shall jointly retain all right, title and interest
                                         in and to the Joint Intellectual Property and any patents, copyrights, software and tangible
                                         research materials and other intellectual property and intellectual property protections
                                         related thereto.



					  


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		7.4	Institution
                                         shall promptly disclose to Sponsor any Institution Intellectual Property. Sponsor shall
                                         advise Institution in writing, no later than thirty (30) days after receipt of such disclosure,
                                         whether it shall elect an option to the Institution Intellectual Property. In consideration
                                         of Sponsor’s funding of the Research and payment for expenses related to filing
                                         of any patent protection related to Institution Intellectual Property, Institution hereby
                                         grants Sponsor an exclusive option to negotiate to acquire a royalty-bearing license
                                         to practice Institution Intellectual Property (“Option Rights”), which option
                                         shall extend for one hundred eighty (180) days after Sponsor’s election (“Option
                                         Period”). In no event shall Sponsor file a patent application naming any Institution
                                         Personnel without the Institution’s prior written consent.



 


		7.5	During
                                         the Option Period, the parties shall proceed in good faith to negotiate a license agreement.
                                         If Sponsor does not exercise this option, or notifies Institution that it will not exercise
                                         this option, or the parties fail to sign a license agreement within the Option Period,
                                         then Sponsor’s Option Rights shall terminate and Institution shall have the right
                                         to license its interest in the Institution Intellectual Property without any further
                                         accounting or notification to Sponsor.



 


		7.6	Institution
                                         shall promptly disclose to Sponsor any Joint Intellectual Property. In consideration
                                         of Institution performing the Research, Institution shall have, and Sponsor hereby grants
                                         to Institution an exclusive, perpetual, royalty-free license to practice Joint Intellectual
                                         Property (including the Research Results) for academic purposes only. In consideration
                                         of Sponsor’s funding of the Research and payment for expenses related to filing
                                         of any patent protection related to Joint Intellectual Property, the Sponsor shall have,
                                         and Institution hereby grants to Sponsor an exclusive, perpetual, royalty-free license
                                         to practice Joint Intellectual Property (including the Research Results) for any non-academic
                                         purposes.



 


		7.7	Any
                                         license granted to Sponsor pursuant to Section 7 hereof shall be subject, if applicable.
                                         to the rights of the United States government reserved under to all of the terms and
                                         conditions of 35 U.S.C. 200-212, (“The Bayh-Dole Act”) and 37 C.F.R. 401,
                                         and any regulations issued thereunder.



 


Article
8 - Insurance, and Disclaimer of Warranties


 


		8.1	Institution
                                         shall be responsible for its own acts or omissions or those of its officers or employees
                                         while performing their professional duties required under this Agreement to the full
                                         extent allowed by law. Notwithstanding any other provision of this Agreement to the contrary,
                                         no term or condition of this Agreement shall be construed or interpreted as a waiver,
                                         either express or implied, of any of the immunities, rights, benefits or protection provided
                                         to the Institution under governmental immunity laws from time to time applicable to the
                                         Institution, including, without limitation, the Colorado Governmental Immunity Act (CRS
                                         Section 24-10-101 through 24-10-120) and the Eleventh Amendment to the United States
                                         Constitution.



 


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		8.2	Each
                                         party represents that it has liability insurance for the protection of itself and its
                                         officers and employees while acting within the scope of their employment by the party.



 


		8.3	NEITHER
                                         PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER INCLUDING,
                                         WITHOUT LIMITATION, WARRANTIES WITH RESPECT TO THE CONDUCT, COMPLETION, SUCCESS OR PARTICULAR
                                         RESULTS OF THE RESEARCH, OR THE CONDITION, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR
                                         A PARTICULAR PURPOSE OF THE RESEARCH OR ANY INSTITUTION INTELLECTUAL PROPERTY OR SPONSOR
                                         INTELLE1’UAL PROPERTY (AS THE CASE MAY BE) OR RESEARCH RESULTS, OR THAT USE THE
                                         INSTITUTION INTELLECTUAL PROPERTY OR SPONSOR INTELLECTUAL PROPERTY (AS THE CASE MAY BE)
                                         OR THAT RESEARCH RESULTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER
                                         INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY. NEITHER PARTY SHALL BE LIABLE FOR ANY DIRECT,
                                         INDIRECT, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES SUFFERED RESULTING FROM THE RESEARCH
                                         OR THE USE OF ANY INTELLECTUAL PROPERTY, ANY RESEARCH RESULTS OR ANY PRODUCTS RESULTING
                                         THEREFROM.



 


Article
9 - Term and Termination


 


		9.1	The
                                         initial tern of this Agreement shall begin on the Effective Date of this Agreement and
                                         shall end on March 1, 2024, unless terminated early in accordance with this Article 9.
                                         This Agreement may be extended or renewed only by mutual written agreement executed by
                                         duly authorized representatives of the parties.



 


		9.2	The
                                         Agreement may be terminated by either party upon written notice delivered to the other
                                         party at least forty-five (45) days prior to the intended date of termination. Either
                                         party may terminate this Agreement effective upon written notice to the other party,
                                         if the other party breaches any of the terms or conditions of this Agreement and fails
                                         to cure such breach within thirty (30) days after receiving written notice of the breach.



 


		9.3	In
                                         the event of termination of this Agreement prior to its stated term, whether for breach
                                         or for any other reason whatsoever, Institution shall be entitled to retain from the
                                         payments made by Sponsor prior to termination Institution’s reasonable costs of
                                         concluding the work in progress. Allowable costs include, without limitation, all costs
                                         or non-cancellable commitments incurred prior to the receipt, or issuance, by Institution
                                         of the notice of termination, and the full cost of each employee, student and faculty
                                         member supported hereunder through the end of such commitments.



 


		9.4	Termination
                                         of this Agreement shall not affect the rights and obligations of the parties accrued
                                         prior to termination. The provisions of Articles 3, 4.2, 5, 6, 7, 8, 9, 11, and 12, and
                                         any other terms which by their nature are intended to continue, shall survive termination.



 


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Article
10 - Equipment and Other Materials


 


		10.1	Title
                                         to any equipment, laboratory animals, or any other materials made or acquired with funds
                                         provided under this Agreement shall vest in Institution, and such equipment, laboratory
                                         animals, or materials shall remain the property of Institution following termination
                                         of this Agreement.



 


Article
11 - Export Controls


 


Notwithstanding
any other provision of this Agreement, the parties understand and agree that they are subject to, and agree to abide by, any and
all applicable United States laws and regulations controlling the export of technical data, computer software, laboratory prototypes
and other commodities. It is the expectation of the parties that the work done pursuant to this Agreement shall constitute fundamental
research and be exempt from export control licensing requirements under the applicable export control laws and regulations. The
parties do not wish to take receipt of Export-Controlled Information except as may be knowingly and expressly agreed to in writing
signed by an authorized representative of the parties and for which the parties have made specific arrangements. “Export
Controlled Information” includes, without limitation, information subject to U.S. export control laws and regulations the
requirements of the Arms Export Control Act, 22 U.S.C. 2751-2794, the International Traffic in Arms Regulation, 22 C.F.R. 120
et seq., the Export Administration Act, 50 U.S.C. app. 2401-2420, the Export Administration Regulations, 15 C.F.R. 730-77, Nuclear
Regulatory Commission, 10 C.F.R. 110 and Department of Energy, 10 C.F.R 810. The parties agree to work together to ensure that,
with regard to this Agreement, both are in compliance with any and all applicable U.S. export control laws and regulations, as
well any and all embargoes and/or other restrictions imposed by the Treasury Department’s Office of Foreign Asset Controls.


 


Article
12 - Miscellaneous


 


		12.1	In
                                         the performance of all services hereunder, neither party is authorized or empowered to
                                         act as agent for the other for any purpose and shall not on behalf of the other enter
                                         into any contract, warranty, or representation as to any matter. Neither party shall
                                         be bound by the acts or conduct of the other.



 


		12.2	Each
                                         party agrees that it shall comply with all applicable federal, state and local laws,
                                         codes, regulations, rules and orders in the performance and direction of the work contemplated
                                         under this Agreement.



 


		12.3	This
                                         Agreement shall be governed and construed in accordance with the laws of the State of
                                         Colorado.



 


		12.4	Neither
                                         party shall assign or transfer any interest in this Agreement, nor assign any claims
                                         for money due or to become due during this Agreement, without the prior written approval
                                         of the other party, which approval shall not be unreasonably withheld or delayed. Notwithstanding
                                         the foregoing, Sponsor shall not breach this agreement if it assigns this agreement to
                                         a successor in interest or assignee of all the business or assets of the Sponsor to which
                                         this agreement pertains. Prior to any assignment, the following conditions must be met:
                                         (i) Sponsor must give Institution ten (10) days prior written notice of the assignment,
                                         including the new assignee’s contact information; and (ii) the new assignee must
                                         agree in writing to Institution to be bound by this Agreement.



 


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		12.5	This
                                         Agreement constitutes the complete agreement of the parties with respect to the subject
                                         matter hereof. It expressly supersedes any prior or contemporaneous oral or written representations
                                         or agreements. This Agreement including any of the Appendices may not be altered, amended
                                         or modified except by written document signed by all parties. The failure of either of
                                         the parties at any time or times to require performance by the other of any provisions
                                         hereof shall in no manner affect the right of the first-mentioned party thereafter to
                                         enforce the same. The waiver by either of the parties of any breach of any provision
                                         hereof shall never be construed to be a waiver of any succeeding breach of such provision
                                         or a waiver of the provisions itself.



 


		12.6	If
                                         any provision of this Agreement is judicially determined to be void or unenforceable,
                                         such provision shall be deemed to be severable from the other provisions of this Agreement
                                         which shall remain in full force and effect. Either party may request that a provision
                                         otherwise void or unenforceable be reformed so as to be valid and enforceable to the
                                         maximum extent permitted by law.



 


		12.7	All
                                         notices required by this Agreement shall be by written instrument executed by the parties
                                         hereto and shall be directed to the following individuals:



 


	For
    the Institution:	Original
    to:	***

        

        Division
        of Renal Diseases

        

        12700
        E. 19th Ave, Renal Box C281

        

        Aurora,
        CO 80045

        

        (Phone)
        303-724-4810

        

        (Fax)
        303-724-4868

        

        (Email)
        ***

         

        

	Copy
    to:	University
                                         of Colorado Denver:

        

        Office
        of Grants and Contracts, MS F428 

Anschutz Medical Campus,

        

        Bldg
        500, W1124

        

        13001
        E. 17th Place Aurora, CO 80045 Phone: (303) 724-0090

        

        Fax:
        (303) 724-0814

        

        OGC.C’ontracts@ucdenver.edu

        

        Attention:
        Thomas Keith, Contracts Director

         

	For
    Sponsor:	Original
    to:	XORTX
                                         Therapeutics Inc.

        

        do
        Suite 4000, 421 — 7th Avenue S.W.

        Calgary,
Alberta T2P 4K9 

        Attention:
        Dr. Allen Davidoff

        

        (Phone):
(403) 260-3500 

        (Fax):
        (403) 260-3501

         

	Copy
    to:	McCarthy
                                         Tetrault LLP

        

        Suite
4000, 421 —7th Avenue S.W. 

        Calgary,
        Alberta T2P 4K9

        

        Attention:
Rick Pawluk 

        (Phone):
        (403) 260-3500

        

        (Fax):
(403) 260-3501 




 


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		12.8	In
                                         the event of any inconsistency between this Agreement and any other attachments or documents,
                                         this Agreement shall control.



 


		12.9	Noncompliance
                                         by either party with the obligations of this Agreement due to force majeure, (laws or
                                         regulations of any government, war, civil commotion, pandemics, destruction of production
                                         facilities and materials, fire, flood, earthquake or storm, labor disturbances, shortage
                                         of materials, failure of public utilities or common carriers), or any other causes beyond
                                         the reasonable control of the applicable party, shall not constitute breach of this Agreement
                                         and such party shall be excused from performance hereunder to the extent and for the
                                         duration of such prevention, provided it first notifies the other party in writing of
                                         such prevention.



 


INTENTIONALLY
LEFT BLANK


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.


 





	XORTX THERAPEUTICS INC.	 	REGENTS OF THE UNIVERSITY OF COLORADO
	 	 	 	 	 
	By:	/s/ Allen Davidoff	 	By:	/s/ Mike Conner
	 	 	 	 	 
	Name:	Allen Davidoff	 	Name:	Mike Conner
	 	 	 	 	 
	Title:	CEO	 	Title:	Sr. Contracts Associate
	 	 	 	 	 
	Date:	June 9, 2021	 	Date:	June 9, 2021
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	READ AND ACKNOWLEDGEMENT BY
	 	 	 	 	 
	 	 	 	Principal Investigator
	 	 	 	 	 
	 	 	 	By:	***
	 	 	 	 	 
	 	 	 	Name:	***
	 	 	 	 	 
	 	 	 	Title:	Professor
	 	 	 	 	 
	 	 	 	Date:	June 9, 2021



 


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Appendix
A — Scope of Work


 


***







    


     


    

Appendix
B – Budget


 


***