EX-10.7



 Exhibit 10.7 

EXECUTIVE EMPLOYMENT AGREEMENT 

for 
 [Name] 

This Executive Employment Agreement (the “Agreement”), made between Aquinox Pharmaceuticals, Inc. (the
“Company”) and [Name] (the “Executive”)(collectively, the “Parties”), is effective as of [Date]. 

WHEREAS, the Company desires for Executive to provide services to the Company, and wishes to provide
Executive with certain compensation and benefits in return for such employment services; and 

WHEREAS, Executive wishes to be employed by the Company and to provide personal services to the Company
in return for certain compensation and benefits; 
 NOW, THEREFORE, in consideration of
the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows: 

1. Employment by the Company. 

1.1 Position. Executive shall serve as the Company’s [Title], beginning [Date]. During the term of Executive’s
employment with the Company, Executive will devote Executive’s best efforts and substantially all of Executive’s business time and attention to the business of the Company, except for approved vacation periods and reasonable periods of
illness or other incapacities permitted by the Company’s general employment policies. 
 1.2 Duties and Location. Executive
shall perform such duties as are required by the Company’s [Title], to whom Executive will report. Executive’s primary office location shall be the Company’s office located in San Bruno, California. The Company reserves the
right to reasonably require Executive to perform Executive’s duties at places other than Executive’s primary office location from time to time, and to require reasonable business travel. The Company may modify Executive’s job title,
duties and reporting relationship as it deems necessary and appropriate in light of the Company’s needs and interests from time to time. 

1.3 Policies and Procedures. The employment relationship between the Parties shall be governed by the general employment policies and
practices of the Company, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control. 

2. Compensation. 
 2.1
Salary. For services to be rendered hereunder, Executive shall receive a base salary at the rate of US$[            ] per year (the “Base Salary”), subject to standard
payroll deductions and withholdings and payable in accordance with the Company’s regular payroll schedule. 
 2.2 Bonus.
Executive will be eligible for an annual discretionary bonus of up to [        ]% of Executive’s Base Salary (the “Annual Bonus”). Whether Executive
receives an Annual Bonus for any given year, and the amount of any such Annual Bonus, will be determined by the Company’s Board of Directors (“Board”) in its sole discretion based upon the Company’s and Executive’s
achievement of objectives and milestones to be determined on an annual basis by the Board. Executive must remain an active employee through the date any Annual Bonus is paid in order to earn such Annual Bonus. Annual Bonuses are typically paid no
later than [                    ] of the year following the applicable bonus year. Executive will not be eligible for, and will not
earn, any Annual Bonus (including a prorated bonus) if Executive’s employment terminates for any reason before any Annual Bonus is paid, except as otherwise expressly provided in Section 6.2. 







 3. Standard Company Benefits. Executive shall be entitled to participate in all employee
benefit programs for which Executive is eligible under the terms and conditions of the benefit plans that may be in effect from time to time and provided by the Company to its employees. The Company reserves the right to cancel or change the benefit
plans or programs it offers to its employees at any time. 
 4. Expenses. The Company will reimburse Executive for reasonable travel,
entertainment or other expenses incurred by Executive in furtherance or in connection with the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time. 

5. Equity. Subject to approval by the Board, Executive shall be granted an option to purchase [    ] shares of
Common Stock in the Company at the fair market value on the date of grant (the “Option”). The Option shall be governed in all respects by the terms of the governing plan documents and option agreement between Executive and the
Company. 
 6. Termination of Employment; Severance. 

6.1 At-Will Employment. Executive’s employment relationship is at-will. Either Executive or the Company may terminate the
employment relationship at any time, with or without Cause or advance notice. Notwithstanding this at-will employment relationship, the Company requests that Executive provide at least two (2) weeks notice of any intention to resign
Executive’s employment with the Company. 
 6.2 Termination Without Cause. 

(i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). 

(ii) In the event Executive’s employment with the Company is terminated by the Company without Cause prior to the closing of a
Change of Control (as defined below) or more than twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation
Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive
with the following severance benefits: 
 (a) The Company shall pay Executive, as severance, the equivalent of
[    ] months of Executive’s base salary in effect as of the date of Executive’s employment termination. This severance will be paid in the form of salary continuation, payable on the Company’s regular
payroll dates, subject to standard payroll deductions and withholdings, starting on the 60th day after Executive’s Separation from Service, with the first payment to include those payments
that would have occurred earlier in the ordinary course but for the 60-day delay. 
 (b)
Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) through the period
starting on the Executive’s Separation from Service and ending on the earliest to occur of: (i) [    ] months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for
group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another
employer’s group health plan or otherwise cease to be eligible for COBRA during this time period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion,
that it cannot pay the COBRA premiums without a substantial risk of violating applicable law, the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums
for that month, subject to applicable tax withholdings, for the remainder of the COBRA premium period. Executive may, but is not obligated to, use such payments toward the cost of COBRA premiums. 







 (iii) In the event Executive’s employment with the Company is terminated by the
Company without Cause, or Executive resigns for Good Reason, in either case within twelve (12) months following the closing of a Change of Control, then provided such termination constitutes a Separation from Service, and provided that
Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 

(a) The Company shall pay Executive, as severance, the equivalent of [    ] months of Executive’s base
salary in effect as of the date of Executive’s employment termination. This severance will be paid in the form of salary continuation, payable on the Company’s regular payroll dates, subject to standard payroll deductions and withholdings,
starting on the 60th day after Executive’s Separation from Service, with the first payment to include those payments that would have occurred earlier in the ordinary course but for the
60 day delay. 
 (b) The Company shall pay Executive an amount equal to one year of bonus pay, to be calculated based on an
average of the previous three-years bonus payments, payable in a lump sum, less deductions and withholdings, at the same time as the first severance payment in Section 6.2(iii)(a) above. 

(c) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to
continue Executive’s coverage (including coverage for eligible dependents, if applicable) through the period starting on the Executive’s Separation from Service and ending on the earliest to occur of:
(i) [    ] months following Executive’s Separation from Service; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive
ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during this time
period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without a substantial risk of violating applicable law, the
Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premium for that month, subject to applicable tax withholdings, for the remainder of the COBRA premium
period. Executive may, but is not obligated to, use such cash payments toward the cost of COBRA premiums. 
 (d) The vesting of
Executive’s Option shall be accelerated such that 100% of the shares subject to the Option shall be deemed immediately vested and exercisable as of Executive’s last day of employment. 

6.3 Termination for Cause; Resignation Without Good Reason Unrelated to a Change of Control; Death or Disability. 

(i) The Company may terminate Executive’s employment with the Company at any time for Cause. Further, Executive may resign at any
time, with or without Good Reason. Executive’s employment with the Company may also be terminated due to Executive’s death or disability. 

(ii) If Executive resigns without Good Reason prior to a Change of Control or more than twelve (12) months following a Change of
Control, or the Company terminates Executive’s employment for Cause, or upon Executive’s death or disability, then (i) Executive will no longer vest in the Option, (ii) all payments of compensation by the Company to Executive
hereunder will terminate immediately (except as to amounts already earned), and (c) Executive will not be entitled to any severance benefits. In addition, Executive shall resign from all positions and terminate any relationships as an employee,
advisor, officer or director with the Company and any of its affiliates, each effective on the date of termination. 
 7. Conditions to
Receipt of Severance Benefits. The receipt of the severance benefits set forth above will be subject to Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the
“Separation Agreement”). No severance benefits will be paid or provided until the Separation Agreement becomes effective. Executive shall also resign from all positions and terminate any relationships as an employee, advisor,
officer or director with the Company and any of its affiliates, each effective on the date of termination. 







 8. Section 409A. It is intended that all of the severance benefits and other payments
payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent no so exempt,
this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive’s right to receive any installment payments under this Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a
series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company
at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other
agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i)
and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the earliest of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service
with the Company, (ii) the date of Executive’s death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable
Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Paragraph shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No
interest shall be due on any amounts so deferred. 
 9. Definitions.  

9.1 Cause. For purposes of this Agreement, “Cause” for termination will mean: (a) a material breach of any of
Executive’s obligations or duties pursuant to this Agreement, which remains uncured seven days after Executive becomes aware of the breach; (b) gross negligence or willful misconduct in the course of employment; (c) any action or
activity that is contrary to applicable insider trading rules or any other applicable securities rules or legislation; (d) an act or omission involving dishonesty or fraud; or (e) substantial and repeated failure to perform the duties
reasonably expected of an employee in the biotechnology industry, or to perform certain duties as reasonably directed by management or the Board. 

9.2 Good Reason. For purposes of this Agreement, Executive shall have “Good Reason” for resignation from employment
with the Company if any of the following actions are taken by the Company without Executive’s prior written consent: (a) any material and adverse change to Executive’s position, authority or responsibilities in effect under this
Agreement; (b) any material reduction in incentives, health benefits, bonuses or other compensation plans, practices, policies or programs provided to Executive in the aggregate under this Agreement; (c) an assignment to Executive of any
duties materially inconsistent with Executive’s status as [Title]; or (d) any failure to secure the agreement of any successor entity to fully assume the Company’s obligations under this Agreement. In order to resign for Good Reason,
Executive must provide written notice to the Company’s CEO within 30 days after the first occurrence of the event giving rise to Good Reason setting forth the basis for Executive’s resignation, allow the Company at least 30 days from
receipt of such written notice to cure such event, and if such event is not reasonably cured within such period, Executive must resign from all positions Executive then holds with the Company not later than 90 days after the expiration of the cure
period. 
 9.3 Change of Control. For purposes of this Agreement, “Change of Control” means the occurrence of one or
more of the following: (a) a merger, a consolidation, a reorganization or an arrangement that results in a transfer of more than fifty percent (50%) of the total voting power of the Company’s outstanding securities to a person or a
group of persons different from a person or a group of persons holding those securities immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control
with, the Company); (b) a direct or indirect sale or other transfer of beneficial ownership of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding
securities to a person or a group of persons different from a person or a 







 
group of persons holding those securities immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common
control with, the Company); (c) a direct or indirect sale or other transfer of the right to appoint more than fifty percent (50%) of the directors of the Board or otherwise directly or indirectly control the management, affairs and
business of the Company to a person or a group of persons different from a person or a group of persons holding this right immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled
by, or is under common control with, the Company); (d) a direct or indirect sale or other transfer of all or substantially all of the assets of the Company to a person or a group of persons different from a person or a group of persons holding
those assets immediately prior to such transaction (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company); or (e) a complete liquidation, dissolution or
winding-up of the Company; provided, however, that a Change in Control will not be deemed to have occurred if such Change in Control results solely from the issuance, in connection with a bona fide financing or series of financings by
the Company, of voting securities of the Company or any rights to acquire voting securities of the Company which are convertible into voting securities. 

10. Proprietary Information Obligations. As a condition of employment, Executive shall execute and abide by the Company’s standard
form of At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Confidentiality Agreement”). 

11. Outside Activities During Employment. 

11.1 Non-Company Business. Except with the prior written consent of the Board, Executive will not during the term of Executive’s
employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such
activities do not materially interfere with the performance of Executive’s duties hereunder. 
 11.2 No Adverse Interests.
Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise. 

12. Dispute Resolution. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s
employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement,
Executive’s employment, or the termination of Executive’s employment, including but not limited to statutory claims, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single
arbitrator, in San Francisco, California, conducted by JAMS, Inc. (“JAMS”) under the then applicable JAMS rules. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute
through a trial by jury or judge or administrative proceeding. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel
adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a
statement of the award. The arbitrator shall be authorized to award any or all remedies that Executive or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court
fees that would be required of the Executive if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm
pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. 







 13. General Provisions. 

13.1 Notices. Any notices provided must be in writing and will be deemed effective upon the earlier of personal delivery (including
personal delivery by fax) or the next day after sending by overnight carrier, to the Company at its primary office location and to Executive at the address as listed on the Company payroll. 

13.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any
other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction to the extent possible in keeping with the intent of the parties. 

13.3 Waiver. Any waiver of any breach of any provisions of this Agreement must be in writing to be effective, and it shall not thereby
be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 
 13.4 Complete
Agreement. This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between Executive and the Company with regard to this subject matter and is the complete, final, and exclusive embodiment of the
Parties’ agreement with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises,
warranties or representations. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified or amended except in a writing signed by a duly authorized officer of the
Company. 
 13.5 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures
of more than one party, but all of which taken together will constitute one and the same Agreement. 
 13.6 Headings. The headings of
the paragraphs hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. 

13.7 Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and the
Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not assign any of his duties hereunder and he may not assign any of his rights hereunder without the written consent of the Company,
which shall not be withheld unreasonably. 
 13.8 Tax Withholding and Indemnification. All payments and awards contemplated or made
pursuant to this Agreement will be subject to withholdings of applicable taxes in compliance with all relevant laws and regulations of all appropriate government authorities. Executive acknowledges and agrees that the Company has neither made any
assurances nor any guarantees concerning the tax treatment of any payments or awards contemplated by or made pursuant to this Agreement. Executive has had the opportunity to retain a tax and financial advisor and fully understands the tax and
economic consequences of all payments and awards made pursuant to the Agreement. 
 13.9 Choice of Law. All questions concerning the
construction, validity and interpretation of this Agreement will be governed by the laws of the State of California. 







 IN WITNESS WHEREOF, the
Parties have executed this Agreement on the day and year first written above. 
  

			
	 AQUINOX PHARMACEUTICALS, INC.

		
	 By:
	 	  

		 	 David Main

		 	 President and CEO

	
	EXECUTIVE
	
	  

	[Name]