Exhibit 4.20

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.

Combined Master Services Agreement

This Agreement is made on 19^th July 2021

Between

Recitals

It is agreed

Affiliate(s): For this Agreement, an Affiliate of a Party is any person, corporation, joint venture, or other business entity that directly (or indirectly through one or more intermediaries) controls, is controlled by, or is under common control with such Party. For the preceding definition only, the terms “controls,” “controlled,” and “control” shall mean possessing the power to direct or cause the direction of the management and policies of an entity, whether through ownership or control of stock (or other ownership interest), by contract, or otherwise.

Agreement means this Master Services Agreement and its appendices.

Background Material means any and all data, materials, formulation methods, software, know-how, and other Intellectual Property, trade secrets, product samples, prototypes, processes, analyses, reports, manufacturing techniques, compilations, research notes, technology, equipment, providers, inventions and/or discoveries which is/are in existence at the date of this Agreement or which is/are developed or arise(s) independently of any Research.

Background Intellectual Property means any Intellectual Property in relation to any Background Material.

Clinical Protocol means a protocol for the conduct of Clinical Research agreed in writing between the Parties.

Commencement Date means the date of this Agreement set out above.

Confidential Information means the Background Material, Intellectual Property and all information disclosed by one Party to the other in relation to the Research including, but not limited to, Research Output, Materials, the Clinical Protocol, communications with the competent authorities and Ethics Committees, customers, suppliers or employees, sales and marketing information.

Customer Data means documents, data and information relating to any Materials and/or Research.

Force Majeure means any circumstance beyond the reasonable control of the Party affected by it and includes, strikes, lockouts, industrial disputes, telecommunications failure, power supply failure, computer breakdown, restrictive government or judicial orders or decrees, riots, insurrection, war, terrorism, Acts of God and failure of suppliers to meet delivery requirements and absence of personnel due to illness or injury.

Good Clinical Practice means good clinical practice as set out in the ICH guidance on Good Clinical Practice as defined in ICH Guideline topic E6 on “Good Clinical Practice”, Directive 2005/28/EC laying down principles and detailed guidelines for good clinical practice as regards investigational medicinal products for human use.

Good Manufacturing Practice means current good manufacturing practice as appropriate to the location where the Services are performed consistent with (i) Directive 2003/94/EC and the requirements defined in: The Rules Governing Medicinal Products in the European Community Volume 4, including the Investigational Medicinal Products Annex 13, and as applied to APIs for Use in Clinical Trials, as covered within the EU Guidance to Good Manufacturing Practice Part II, Section 19 and ICH Q7 Section 19 or (ii) good manufacturing regulations as set out by the US FDA.

Intellectual Property means all patents, trade marks or trading names (whether or not registered), rights in know-how, design rights (whether or not registered), copyright, database rights, rights in inventions and know-how, all applications for the same and all rights having equivalent or similar effect, in each case subsisting at any time, anywhere in the world.

Materials means any materials and/or substances which are the subject of Research.

Non-Cancellable Costs means any costs and/or expenses to which Quotient is committed by this Agreement or any Work Order on behalf of Customer and which cannot be cancelled. Such Non-Cancellable Costs will be detailed within the Work Order and shall always include Quotient’s or Service Providers’ costs of labour and/or materials during such delay.

Payment Schedule means the document set out at Appendix 2 of a Work Order.

Personal Data means personal data as defined under the UK Data Protection Act 2018 and any successor legislation and, where applicable, the General Data Protection Regulation ((EU) 2016/679).

Proposal means the proposal and costing document set out at Appendix 1 of a Work Order.

Regulations means the Medicines for Human Use (Clinical Trials) Regulations 2004.

Research means any clinical trial, study and/or services to be carried out by Quotient set out in the Proposal.

Research Output means any data, and/or materials produced by Quotient, in the course of and relating to Research (whether individually, collectively or jointly with the Customer and on whatever media), which it must deliver to the Customer under the Proposal, including, without limitation, any reports and case report forms, but excluding any Background Materials.

Service Providers means Affiliates, subcontractors (of whatever level) and agents of Quotient and their employees.

Sponsor has the meaning given to it in the Regulations.

Term means the period of five (5) years from the Commencement Date.

Trial Subject means a person who is administered and/or who consumes any Materials in connection with the Research.

Work Order means a document (in substantially the same form as that set out in Schedule 1) which has been issued by Quotient and agreed by both Parties as envisaged under Clause 2.1.

The Customer warrants that all such data and information is and will at all times be accurate, complete and not false or misleading.

The Parties Agree that:

All GMP and GCP Research will be conducted under the oversight of the Quotient Quality Unit. A quality agreement will be completed between Quotient and Customer, prior to any GMP or GCP activities.

In relation to any information created by (rather than disclosed to) one Party but which is, under this Agreement and/or any Work Order, deemed to be the Confidential Information of the other Party on creation, any reference in Clauses 5.2 (a) to (b) above to “disclosure” shall mean “creation” and to “receiving Party” shall mean “creating Party”.

provided that any payment made under this Clause 9.6 shall not exceed the total amount set out in the Proposal

in each case arising out of or in connection with this Agreement or any Work Order.

provided that, if any conflict occurs or inconsistency between a term of this Agreement and a term of a Work Order, the term of the Work Order shall (to interpret that Work Order) prevail.

in proving that a notice has been given it shall be sufficient to prove that delivery was made, or that the envelope containing the notice was properly addressed and posted.

E-mailed notices are not valid for this Agreement and/or any Work Order but this does not invalidate any other lawful mode of service.

Signed by the Parties or their duly authorized representative on the date of this Agreement.

Schedule 1

WORK ORDER
(NUMBER [•])

Quotient Reference: QSC[XXXXXX]
Sponsor reference: [e.g. protocol number, study number, molecule name & v. brief description of

service (e.g. Ibuprofen CMC, AZD4635 ADME, etc.)

This Agreement is made on [date]

This Work Order is entered into between [Insert same details for Customer as used at the start of the main Agreement] (“Customer”) and Quotient Sciences Limited whose registered office is at Trent House, Mere Way, Ruddington, Nottingham, NG11 6JS, United Kingdom (“Quotient”) and is supplemental, and entered pursuant, to the Master Services Agreement dated [•] between the Customer and Quotient (“Agreement”).

The Parties agree;

This document and its appendices constitute a “Work Order” under the Agreement. The terms set out in the Agreement (including, without limitation, Clause 10 of the Agreement) shall apply to this Work Order.

Appendix 1    Proposal

Appendix 2    Payment Schedule

Appendix 3    Data Privacy Addendum

The Research will be conducted at the Quotient facility at [•]

This Work Order shall come into force on the date it has been signed by or on behalf of both Parties and shall remain in force in accordance with Clause 8 of the Agreement.

No modification, amendment, or waiver of this Work Order shall be effective unless in writing and duly executed and delivered by each Party to the other.

Appendix 1 (Work Order Number [◆])

Proposal

[◆][Insert agreed proposal and costing document]

Amount to be paid by the Customer: [◆]

Appendix 2 (Work Order Number [◆])

Payment Schedule

*or 4 weeks after dispatch of draft report, whichever is sooner.

The non-cancellable recruitment and screening, clinic and manufacturing labour costs for the Research are:

Invoices will be addressed to:

Name [◆]

Address [◆]

Phone [◆]

Fax [◆]

Email [◆]

Payments will be made by wire transfer to our ****** accounts:

******

Or such other account and/or payment method as Quotient may notify to the Customer for that purpose from time to time.

Appendix 3 (Work Order Number [•])

Data Privacy Addendum

This agreement is made on [date]

This Data Privacy Addendum is entered into between [Insert same details for Sponsor as used at the start of the main Agreement] (“Sponsor”) and Quotient Sciences Limited whose registered office is at Trent House, Mere Way, Ruddington, Nottingham, NG11 6JS, United Kingdom (“Quotient”) and is supplemental, and entered pursuant, to the [Services Agreement OR Work Order] dated [•] between the Sponsor and Quotient (“Agreement”).

DEFINITIONS

Data Controller: XORTX Pharma Corp.

Data Processor: Quotient Sciences Limited

Data Protection Legislation: (i) unless the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 2018.

Protocol: [INSERT SPONSOR AND QUOTIENT STUDY NUMBER]

SCHEDULE ONE

PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Quotient will process the Personal Data of Trial Subjects in accordance with, and to meet the aims of, the Protocol and the Agreement.

The processing will involve analysis and presentation of the Trial Subjects’ Personal Data, including:

Trial Subjects’ Personal Data is pseudonymised at the earliest practical opportunity, resulting in the majority of the processing being undertaken on pseudonymised Personal Data only.

The processing will also involve use of employee’s Personal Data, including:

The processing provides data to enable the Sponsor to assess the efficacy of the Sponsor’s drug product.

The processing of Personal Data by Quotient is estimated to be a period of no longer than one year after the last visit of the Trial Subject, which is [INSERT DATE OF LSLV PLUS 12 MONTHS], after which time no further processing is expected to be conducted.

Quotient must retain copies of Personal Data in accordance with applicable industry law for monitoring, regulatory and audit purposes, which could be for a period of up to 30 years or longer if prescribed by law.

Types of Personal Data processed may include:

Types of sensitive Personal Data processed may include:

Categories of Data Subject include:

These transfers of Personal Data outside of the EEA have been consented to by the Sponsor:

[LIST ANY TRANSFERS OF PERSONAL DATA OUTSIDE OF THE EEA OR SPECIFY ‘NONE]

SCHEDULE TWO

Data Controller

[Note: It is for the Data Controller to decide whether it needs a Data Protection Officer. If they don’t have one then please insert ‘none specified’.]

[

Data Privacy Representative of Data Controller

]

[Note: If the Data Controller is based outside of the EU it must nominate a Data Privacy Representative who can receive enquiries from individuals and the regulator. Note: this can be Quotient if the Data Controller so desires.]

[Note: It is for the Data Privacy Representative to decide whether it needs a Data Protection Officer, If they don’t have one then please insert ‘none specified’.]

[To apply only where Quotient acts as the Legal Representative for the Customer— see Clause 2.9]

Schedule 2

The Medicines for Human use (Clinical Trials) Regulations 2004