EX-10.1



 Exhibit 10.1 

March 13, 2017 
 David Mitchell 

Dear David: 
 This letter sets forth the
substance of the separation agreement (the “Agreement”) that Aquinox Pharmaceuticals Inc. (the “Company”) is offering to you to aid in your employment transition. 

1.    Separation. Your employment termination date will be March 15, 2017 (the “Separation
Date”), although you will not be required to report to the office after today, March 13, 2017. 

2.    Accrued Salary and Paid Time Off. On the Separation Date, the Company will pay you all accrued salary,
and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. You are entitled to these payments by law. The Company will also pay you a 2016 bonus at the same time as when other
executives receive their 2016 bonuses. 
 3.    Severance Benefits. Your employment separation is without
“Cause” as defined in your Executive Employment Agreement with the Company dated January 26, 2016 (the “Employment Agreement”). Accordingly, provided that you sign this release, allow it to become effective, and continue to
comply with your obligations under this Agreement, the Company will provide you with the following severance benefits pursuant to Section 8.2(ii) of the Employment Agreement: 

(a)    Salary Continuation. The Company will pay you, as severance, the equivalent of six (6) months of
your base salary, subject to standard payroll deductions and withholdings (the “Salary Continuation”). The Salary Continuation will be paid at your recently approved 2017 salary rate. The Salary Continuation will be paid in equal
installments on the Company’s regular payroll schedule over a six (6) month period following the Separation Date; provided, however, that no payments will be made prior to the 60th day following your Separation Date. On the 60th day
following your Separation Date, the Company will pay you in a lump sum the Salary Continuation that you would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day, with the balance of
the Salary Continuation being paid as originally scheduled; and 

  
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 (b)    Payments for COBRA Continuation Coverage. Provided that
you timely elect continued coverage under COBRA, then the Company shall pay your COBRA premiums to continue your health insurance coverage (including coverage for your eligible dependents, if applicable) through the period starting on the Separation
Date and ending on the earliest to occur of: (i) six (6) months following the Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible
for COBRA continuation coverage for any reason (the “COBRA Premium Period”). In the event you become covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you
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, then the Company
instead shall pay you, on the first day of each calendar month during the COBRA Premium Period, a fully taxable cash payment equal to the COBRA premiums due under this Section 4(b) for that month, subject to applicable tax withholdings, for the
remainder of the COBRA Premium Period. You may, but are not obligated to, use such payments toward the cost of COBRA premiums. 
 In addition to the
severance benefits set forth above, the Company will also provide you with up to $5,000 in outplacement services, to be paid directly to an outplacement provider to be selected by the Company and provide you US/Canada 2016 tax preparation through
Price Waterhouse Coopers, to be paid directly by the Company. 
 4.    Stock Options. Under the terms of
your stock option agreement and the applicable plan documents, vesting of your stock options will cease as of the Separation Date. Your right to exercise any vested shares, and all other rights and obligations with respect to your stock options(s),
will be as set forth in your stock option agreement, grant notice and applicable plan documents. 

5.    Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement,
you have not earned and will not receive from the Company any additional compensation (including base salary, bonus, incentive compensation, or equity), severance, or benefits before or after the Separation Date, with the exception of any vested
right you may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account) or any vested options. You further represent and acknowledge that upon receipt of the severance benefits set forth herein, you are not
entitled to any further severance benefits from the Company, whether under the Employment Agreement or otherwise. 

6.    Expense Reimbursements. You agree that, within ten (10) days of the Separation Date, you will
submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. The Company will reimburse you for these expenses pursuant to its
regular business practice. 
 7.    Return of Company Property. By the close of business on the Separation
Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property which you have in your possession or control, including, but not limited to, Company files, notes, drawings, records, plans,
forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, customer lists, prospect information, pipeline reports, sales reports, operational and
personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, computers, facsimile machines, mobile telephones, servers), credit cards, entry cards,
identification badges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Company (and all reproductions thereof in whole or in part). You agree that you will make a diligent search to
locate any such documents, property and information by the close of business on the Separation Date. If you have used any personally owned computer, server, or e-mail system to receive, store, review, prepare
or transmit any Company confidential or proprietary data, materials or information, within fifteen (15) business days after the Separation Date, you shall provide the Company with a computer-useable copy of such information and then permanently
delete and expunge such Company confidential or proprietary information from those systems; and you agree to provide the Company access to your system as requested to verify that the necessary copying and/or deletion is done. Your timely compliance
with this paragraph is a condition precedent to your receipt of the severance benefits provided under this Agreement. 

  
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 8.    Proprietary Information Obligations. You acknowledge and
reaffirm your continuing obligations under your At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, a copy of which is attached hereto as Exhibit A. 

9.    Confidentiality. The provisions of this Agreement will be held in strictest confidence by you and will
not be publicized or disclosed by you in any manner whatsoever; provided, however, that: (a) you may disclose this Agreement in confidence to your immediate family and to your attorneys, accountants, tax preparers and financial advisors;
and (b) you may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In particular, and without limitation, you agree not to disclose the terms of this Agreement to any
current or former Company employee. 
 10.    Nondisparagement. You agree not to disparage the Company,
its officers, directors, employees, shareholders, and agents, in any manner likely to be harmful to its or their business, business reputation, or personal reputation; provided that you will respond accurately and fully to any request for
information if required by legal process or in connection with a government investigation. In addition, nothing in this provision or this Agreement is intended to prohibit or restrain you in any manner from making disclosures that are protected
under the whistleblower provisions of federal or state law or regulation. 
 11.    No Admissions. You
understand and agree that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to you or to any other person, and that the Company makes no such
admission. 
 12.    Release of Claims. In exchange for the consideration under this Agreement to which
you would not otherwise be entitled, you hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring at any time prior to and including the date you sign
this Agreement. This general release includes, but is not limited to: (a) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (b) all claims related to your
compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (c) all claims for
breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and
(e) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the California Labor Code (as amended), the California Family Rights Act, the Age Discrimination in Employment Act (“ADEA”) and the California Fair Employment and Housing Act (as amended). Notwithstanding the
foregoing, you are not releasing the Company hereby from any obligation to indemnify you pursuant to the Articles and Bylaws of the Company, any valid fully executed indemnification agreement with the Company, applicable law, or applicable directors
and officers liability insurance. Also, excluded from this Agreement are any claims that cannot be waived by law. 

  
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 13.    ADEA Release. You acknowledge that you are knowingly and
voluntarily waiving and releasing any rights you have under the ADEA, and that the consideration given for the waiver and releases you have given in this Agreement is in addition to anything of value to which you were already entitled. You further
acknowledge that you have been advised, as required by the ADEA, that: (a) your waiver and release does not apply to any rights or claims that arise after the date you sign this Agreement; (b) you should consult with an attorney prior to
signing this Agreement (although you may choose voluntarily not to do so); (c) you have twenty-one (21) days to consider this Agreement (although you may choose voluntarily to sign it sooner); (d) you
have seven (7) days following the date you sign this Agreement to revoke this Agreement (in a written revocation sent to me); and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which
will be the eighth day after you sign this Agreement provided that you do not revoke it (the “Effective Date”). 

14.    Section 1542 Waiver. In giving the release herein, which includes claims which may be unknown to you
at present, you acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows: 

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” 
 You
hereby expressly waive and relinquish all rights and benefits under that section and any law of any other jurisdiction of similar effect with respect to your release of claims herein, including but not limited to your release of unknown claims. 

15.    Protected Rights. You understand that nothing in this Agreement limits your ability to file a charge
or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the California Department of Fair Employment and Housing, the Securities
and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). You further understand this Agreement does not limit your ability to communicate with any Government Agencies or
otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit your right to receive an
award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you
have released and any rights you have waived by signing this Agreement. 

  
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 16.    Representations. You hereby represent that you have been
paid all compensation owed and for all hours worked, have received all the leave and leave benefits and protections for which you are eligible pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise, and have not
suffered any on-the-job injury for which you have not already filed a workers’ compensation claim. 

17.    Miscellaneous. This Agreement, including Exhibit A, constitutes the complete, final and exclusive
embodiment of the entire agreement between you and the Company with regard to its subject matter. It 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. This Agreement may not be modified or amended except in a writing signed by both you and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this
determination will not affect any other provision of this Agreement and the provision in question will be modified so as to be rendered enforceable. This Agreement will be deemed to have been entered into and will be construed and enforced in
accordance with the laws of the State of California without regard to conflict of laws principles. Any ambiguity in this Agreement shall not be construed against either party as the drafter. Any waiver of a breach of this Agreement shall be in
writing and shall not be deemed to be a waiver of any successive breach. This Agreement may be executed in counterparts and facsimile signatures will suffice as original signatures. 

If this Agreement is acceptable to you, please sign below and return the original to me. You have twenty-one
(21) calendar days to decide whether you would like to accept this Agreement, and the Company’s offer contained herein will automatically expire if you do not sign and return it within this timeframe. 

We wish you the best in your future endeavors. 
 Sincerely, 

 

			
	By:	 	  

		 	David Main
		 	Chief Executive Officer

 I HAVE READ, UNDERSTAND AND AGREE
FULLY TO THE FOREGOING AGREEMENT: 
  

	
	  

	David Mitchell
	
	  

	Date


  
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