Document

Exhibit 10.17





PERSONAL AND CONFIDENTIAL




September 29, 2020


Stephen Robertson [redacted]




Dear Stephen:


Re:    Executive Employment Agreement with Aurinia Pharmaceuticals Inc.


We are pleased to offer you employment with Aurinia Pharmaceuticals Inc. (the "Company") as the Company's Executive Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer.  This offer  is subject to your acceptance  of the terms  and  conditions  set forth in this Executive Employment Agreement (this "Employment Agreement")  and  the attached Employee Confidentiality, Intellectual  Property,  and Restrictive Covenant  Agreement (the "Confidentiality Agreement").  This offer will expire on October 15, 2020, unless extended in writing by the Company. Please indicate your acceptance  of  this  offer  by  signing  and returning a copy of this Employment  Agreement  and the attached  Confidentiality Agreement to me by email in PDF format to [redacted] no later than this date. The terms and conditions of your employment with the Company are set out below.


1.    CONDITIONS.


a)    Background Check: This offer and your employment with the Company is contingent on  results from reference checks and, if reasonable and appropriate, other background checks (which may include criminal record, driver's abstract, healthcare sanction  search,  and/or other background  checks)  that are satisfactory to the Company in its sole discretion.


b)    Eligibility to Work in Canada: Your employment with the Company is, at all times, conditional upon you being  legally permitted to work in Canada. You agree to provide satisfactory  proof that you are so permitted, as and when  requested by the Company. You also agree that it is your sole responsibility to ensure you are legally permitted to work in Canada at all times during your employment, and you agree to provide the Company with notice immediately should you lose legal permission to work in Canada or should your legal permission expire at any point during your employment. You understand and agree that if you are not legally 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








permitted to work in Canada at any point  in your  employment  relationship  with the Company, this Employment Agreement will be considered frustrated, subject to applicable employment standards legislation.






2.    REPRESENTATION. By signing this Employment Agreement, you represent to the Company that you are not subject to any restrictive covenant or agreement, including any employment agreement, non-competition covenant, non-solicitation covenant, non disclosure agreement or other similar agreement, covenant, understanding or restriction which would prohibit you from entering into  this  Employment  Agreement  and performing any of the duties of your position.


3.    TERM OF EMPLOYMENT.   Your employment with the Company will begin on November 2, 2020 (the "Start Date"), will be for an indefinite term, and will end when terminated in accordance with the provisions below (the "Term").


4.    POSITION. The Company will employ you in the position of Executive Vice President, General Counsel, Corporate Secretary,  and Chief Compliance Officer. You will report to the Chief Executive Officer. You will be responsible for and  perform  the duties as set out in Appendix "A" to this Employment Agreement, as well as any other duties as may be assigned to you by the Company from time to time. Subject to applicable employment standards legislation, the Company may make changes without notice to your position, duties, responsibilities and reporting arrangements in accordance with its business needs, and such changes will not constitute a breach of the terms of employment. You represent and warrant that you have the necessary expertise,  experience,  qualifications, certifications, knowledge and skills to perform the duties as set out in  Appendix "A" to this Employment Agreement.


5.    SERVICE. During the Term you will:


a)    well and faithfully serve the Company and use your best efforts to promote the best interests of the Company;


b)    devote the whole of your working time and attention to the business of the Company;


c)    not, without the prior written consent of the Company, which  consent  may  be withheld at the sole discretion of the Company, engage in any other  business, profession or occupation, or become involved in any capacity, directly or indirectly, with any other employer or business, where  your  engagement  or  involvement 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








conflicts or  interferes with, or could  reasonably  conflict or interfere with at some future date, your performance of your duties and obligations to the Company; and


d)    become familiar with and comply with all of the Company's policies and procedures as amended or adopted from time to time, subject to applicable employment standards legislation. The Company reserves the right to introduce, administer, amend and/or delete policies and procedures of its sole discretion, and such changes will  not constitute a breach of the terms of employment. '


6.    WORK Location. Your work location will be the  Company's  offices  located  in Victoria, British Columbia. The Company may make changes without notice to your






work location  in accordance with  its business needs, and such changes will  not constitute a breach of the terms of employment, subject to applicable employment standards legislation.


7.    HOURS. The position of Executive Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer  is a full-time position. You acknowledge that your duties and obligations may require irregular or long hours. You shall perform the duties of the position for such hours as may be required for the timely and efficient completion of the duties.


8.    BASE SALARY. You will be paid an annual  base salary of  US$ 425,000  (the "Base Salary"), to be paid bi-weekly or in accordance with the Company's regular  payroll practices, as amended from time to time.


9.    BENEFITS. You will be eligible starting the first day of your employment to participate in the standard  group benefits program  that the Company  provides to its executives from time to time in its discretion, subject to the terms and conditions set out in the various provider benefit plans and insurance policies as amended from time to  time  (the "Benefits"). Additional  information  regarding the Benefits  is available for your review upon request. Subject to applicable  employment  standards  legislation,  you  understand and agree that the Company reserves the right to unilaterally amend the terms of the Benefits from time to time or to eliminate any of them at any time, and that such amendment or elimination will not constitute a breach of the terms of employment.


10.    RETIREMENT SAVINGS PLAN. You will be eligible to  participate  in  the Company's Group Retirement Savings Plan (the "RSP"), as may be amended  from  time to time. Subject to applicable  employment  standards legislation,  you understand  and  agree that 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








the Company reserves the right to unilaterally amend the terms of the RSP from time to time or to eliminate the RSP at any time, and that such amendment or elimination will not constitute a breach of the terms of employment. Your participation in the RSP shall terminate immediately upon your last day of you being Actively Employed, unless otherwise required to be extended by applicable provincial employment standards legislation, in which case your participation shall be extended for the minimum period required by applicable employment standards legislation (if any). For the purposes of this Employment  Agreement, "Actively Employed" does not include any period following the termination  of your employment for any reason, including during any period of notice of termination that is given or ought to have been given  under  this  Employment Agreement or any applicable law, including the common law, in respect  of  such termination of employment for ·which pay in lieu of notice is provided, except to the minimum extent (if any) required by applicable employment standards legislation.


11.    ANNUAL DISCRETIONARY BONUS PROGRAM. You will be provided an opportunity to participate  in the Company's Annual Discretionary  Bonus Program.  Bonuses are at the sole and absolute discretion of the Board of Directors of the Company  (the "Board")  and are determined based on the achievement of personal and company goals, individual and






group performance criteria, financial performance of the Company and any other matters the Board may consider relevant. The target bonus for 2020 is 40% of your annual base salary. Any bonus that is awarded shall be paid within thirty (30) days after the Board's determination that a bonus shall be awarded. A bonus payment may or may not be paid in any given year and any payment made shall not be considered a precedent for any future year, subject to applicable  employment  standards  legislation. The Company may in its sole discretion unilaterally amend the timing of the bonus payment or discontinue the Annual Discretionary Bonus Program at any time. Subject to Section 23 and Section 24 below, to receive a payment under the Annual Discretionary Bonus Program, you must remain Actively Employed through the date of the payment. Subject only to the express minimum requirements of the applicable employment standards legislation, if any, and except as expressly set out in Section 23 and Section 24 of this Employment Agreement, no payments will he paid or earned  following  your termination  date, without  regard to any notice or severance period to which you may then be entitled whether pursuant to contract, common law or otherwise, and you hereby waive any right that you might otherwise have had to damages or other amounts in lieu thereof.


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








12.    EQUITY lNCENTIVE PLAN. You may be provided an opportunity to participate in the Company's Equity Incentive Plan (the "Equity Incentive Plan") subject, at all times, to the sole and absolute discretion the Board.


Subject to applicable employment standards legislation, and  with  the  exception  of Section 24 of this Employment Agreement, upon the termination of your employment under the provisions of this E:nployh1ent  Agreement, any outstanding options or awards, as applicable, or other  rights to acquire securities  of the Company  shall  be governed solely by the terms of Equity Incentive Plan, or other agreements under which the rights have been granted; issued, or promised, and  not by this Employment  Agreement. Subject to applicable employment standards legislation, the Company may establish,  modify, amend or terminate the Company's Equity Incentive Plan at any  time  in  its  sole discretion, and such changes will not constitute a breach of the terms of employment.


Except as otherwise provided in the Equity Incentive Plan, and subject to applicable employment standards legislation, you must be Actively Employed on the date options or awards vest  in order for the options or awards  to vest. Except  as otherwise  provided  in the Equity Incentive Plan, and subject to applicable employment standards legislation, neither the period of notice nor any payment in lieu thereof will  be  considered  as extending the period of your employment with respect to the vesting or exercise of stock options or awards, as applicable, granted.


13.    INITIAL STOCK OPTION GRANT/AWARD GRANT. You will receive an initial stock option grant of valued at US$ 1,200,000 based on the closing price on November  2,  2020 pursuant to the Company's Equity  Incentive  Plan (the "Initial  Grant").  The Initial Grant will vest over a three-year period, with 12/36 of the Initial Grant vesting on the 12-month anniversary of the grant date of the Initial Grant (the "Grant Date"), and the remaining shares vesting equally over the following twenty-four (24) months (each a






"Tranche"), subject to the terms and conditions of the Equity Incentive Plan. The Initial Grant will have an exercise price per share equal to the closing price of the Company's common shares as reported on the stock exchange on which the  majority  of  the Company's common  shares are traded  on the day  immediately  prior to the Grant  Date and will have a term of ten  (10) years. Unless you  advise otherwise,  the exercise  price will be denominated in United States currency. If your Stai1 .Date  falls  within  a "blackout" period  under the Company's  insider trading policy, your  initial stock option will be granted after the "blackout" period is lifted.


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Except as otherwise provided  in  the Equity Incentive Plan, except as otherwise  provided in Section 24 of this Employment Agreement, and subject to applicable employment standards  legislation, you must be Actively  Employed  on  the date a Tranche vests in order for the Tranche to vest. Except as otherwise provided in the Equity Incentive Plan, and subject to applicable  employment  standards  legislation, neither the period of notice nor any payment in lieu thereof will be considered as extending the period of your employment with respect to the vesting or exercise of any Tranche.


14.    VACATION. You v:ill  receive paid vacation  in accordance with  the Company's policies and procedures as amended from time to time  by the Company  in  its sole discretion. If you receive a vacation overpayment as a result of taking vacation in advance of it being earned, then, upon  termination,  you will  be required  to repay any vacation overpayment to the Company, except to any extent not permitted by applicable employment standards legislation. Such vacation overpayment will  be  calculated  by  subtracting  the  total amount of vacation pay paid to you from the amount of vacation pay to which you are entitled, pro-rated  to the Date of Termination. The vacation overpayment will become a debt payable by you to the Company (the "Vacation Debt").


For the purposes of this Employment Agreement, the "Date of Termination" means the last day you are Actively Employed with the Company,  and does not  include any  period of notice of termination for w!1ich  pay in lieu of notice is provided  that is given or ought to have been given  under this Agreement or any applicable  law, including the common law, in respect of such termination of employment, except to the minimum extent (if any) required by applicable employment standards legislation.


15.    DEDUCTIONS. In the event of the termination of your employment, for any reason, the Company shall be entitled to deduct from your wages any monies due from you' to the Company including but not limited to the Vacation Debt, outstanding loans, advances, or any other monies owed by you to the Company (the "Debts"), except to any extent not permitted by applicable employment standards legislation. You authorize the Company to deduct the Debts, or a portion of the Debts, from your final wages. If  needed  in any manner, you will sign a written authorization to this effect. If the Company is unable to deduct the entirety of the Debts  from  your final wages, then the Company  will  invoice you for the outstanding amount of the Debts, and you will pay the invoice within 30 days of the date the Company provides you with the invoice.






16.    COMPLETE COMPENSATION. This Employment Agreement sets out your entire compensation and  benefits entitlement for all hours worked  and all services provided  to the Company pursuant to this Employment Agreement, except for any other minimum 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








statutory entitlements required by applicable employment  standards  legislation.  For clarity, regardless of the number of hours worked, except for any minimum statutory entitlements required by applicable employment  standards  legislation,  you  are  not entitled to any additional remuneration, overtime, or time off in lieu in addition to the compensation and benefits set out in this Employment Agreement .




17.    TEMPORARY LAYOFF. The Company may temporarily lay you off in accordance with the requirements of the British Columbia Employment Standards Act, or other applicable employment standards legislation, as amended from  time  to time.  Such  a temporary layoff shall not constitute a termination of your employment. Further, you will be deemed to have resigned your employment if you decline to accept  recall  of  employment following such temporary layoff, except to any extent not permitted by applicable employment standards legislation, and shall not be entitled to any further compensation, except for your minimum statutory entitlements under applicable employment standards legislation.


18.    SUSPENSION. Subject to applicable employment standards legislation, the Company may suspend your employment with or without pay in circumstances involving progressive discipline, corrective action or a workplace investigation. Such a suspension shall not constitute a termination of your employment.


19.    REMOTE WORKING. The Company may require that you work from home either temporarily or indefinitely, and  that further  compensation/expense  reimbursement  will not be provided while you are working from home, subject to applicable employment standards legislation.


20.    CONFIDENTIALITY, INTELLECTUAL PROPERTY, AND RESTRICTIVE COVENANTS. You acknowledge  and  agree that as an employee of the Company,  you will use and  have access to confidential  information  owned  by the Company  or entrusted to the Company by its customers or business partners, including but not limited to any information, documentation and data currently owned  by, or provided  to the Company  and used  by you to perform your job duties. You acknowledge and agree that it is a condition of your employment with the Company that you keep such information confidential during your employment with the· Company and following the termination of your employment with the Company for ,my cause or reason whatsoever. You also understand  that it is condition of this Employment Agreement that you sign and abide by the terms of the Employee Confidentiality, Intellectual Property and Restrictive Covenant Agreement attached as Appendix "B" to this Employment Agreement (the "Confidentiality Agreement").


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








21.    PRIVACY AND USE OF TECHNOLOGY:






a)    Privacy: You agree that you will take all necessary steps to protect and maintain personal information of the employees, contractors, or clients of the Company obtained in the course of your employment.   You shall at all times comply, and shall assist the Company to comply, with all applicable privacy laws as may be applicable to the Company and its operations.  By  proceeding  with  your application to obtain employment with the Company, you understand that the Company, or its agent, will collect, use and disclose  employee  personal information  about you for the purposes of establishing,  managing or terminating the employment relationship between the Company and you and you  hereby consent to the collection, use and disclosure  of  this  employee  personal information to the Company, various government agencies and the Company's benefits providers.


b)    Social Media: You recognize that it is of utmost importance and concern to the Company and its owners that, as an employee of the Company, you conduct yourself at all times ethically, honestly and with integrity, and in accordance with Company policies and procedures which address Social Media use. As such, you agree that you will not engage in any communications on any social  media platforms that may disparage the Company, its owners, management, clients, business partners, or employees, or any of their business or reputations.


c)    Electronic Media, Services, Property and Premises: In the performance of your job duties for the Company you may use or have access to a variety of the Company's electronic media, software, devices and related services, and other property including its facilities,  computers,  email,  telephones,  voicemail, facsimile equipment, electronic bulletin boards, wire services, on-line services, internet, intranet and all related software licensing agreements, office supplies and premises. You acknowledge and agree that all such media, services, property and premises are provided solely for business purposes. All email, internet and other data that is composed, transmitted, or received via the Company's computer communications systems is considered to be part of the official records of the Company and, as such, is subject to disclosure to law enforcement or other third parties. Consequently, you should always ensure that the business information contained in email, internet or other messages and  other  transmissions  are accurate, appropriate, ethical, and lawful.


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








d)    No Expectation of Privacy: The equipment, services, and technology provided to access email and the internet remain at all times the property of the Company. As such, the Company reserves the right to monitor internet traffic, and retrieve and read any d2.ta composed, sent, or received through our online connections and stored  in its computer systems.   You should  not have any expectation  of privacy in respect to the use of the Company's information systems, voicemail, email or internet facilities, including any  Company-owned  or  Company-provided equipment such as computers, handheld devices and phones.  The  Company reserves the right at its sole discretion to audit any of the Company's information systems and equipment at any time, including internet usage, as well the right to monitor, access, and retrieve any email or attachments in the Company's email system, for any reason and without permission. The misuse of any  of  the Company's media, services, property, or premises may result in the immediate termination  of your employment for just cause without any notice or payment in lieu of notice whatsoever.


22.    RESIGNATION. Subject to Section 24 (Termination Upon Change of Control) below, in the event that you wish to resign from your employment with the Company, you agree to provide the Company with four (4) weeks' written notice of your resignation (the "Resignation  Notice"). If you so resign, you will be paid only the Base Salary earned up to the date of resignation, any accrued but unused vacation pay and any other minimum statutory entitlements under applicable employment  standards  legislation. Alternatively, the Company may waive the Resignation Notice, in whole or in part, subject to any minimum statutory entitlements under applicable employment standards  legislation. Subject to applicable employment standards legislation,  you agree that such ,waiver shall not constitute termination of your employment by the Company.


23.    TERMINATION BY COMPANY WITHOUT JUST CAUSE.


The Company may terminate your employment ,without just cause at any time other than during the Change of Control Period (as defined below), by provide,1g you with notice of termination, payment in lieu of such notice, or a combination of written  notice  and payment in lieu of notice, at the Company's sole discretion, equal to twelve (12) months, plus one additional month for each full year of  completed  employment  with  the Company, up to a maximum of eighteen (18) months total inclusive of the twelve (12) months (the "Severance Period"), provided that, if at any time the British Columbia Employment Standards Act provides for a greater entitlement, you will receive the greater entitlement required by the British Columbia Employment Standards Act.


Payment  in lieu of such notice pursuant to this Section 23 will  be paid  in the form of salary continuance (the "Salary Continuance"), other than any minimum entitlements to 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








statutory payment in lieu of such notice required by the British Columbia Employment Standards Act, as amended from time to time, which will be paid as a lump sum. The Salary Continuance will be paid in equal installments on the Company's regular payroll schedule, as amended from time to time, commencing, subject to applicable employment standards legislation, for the period  immediately following the expiry of the period of pay in lieu of notice required by the British Columbia Employment Standards Act.


For the purposes of this Section 23, the Salary Continuance will consist  of Base Salary only, provided that, if at any time the British Columbia Employment Standards Act provides for a greater entitlement, you will receive the greater entitlement required by the British Columbia Employment Standards Act. For clarity, if applicable employment standards legislation requires Salary Continuance to consist  of  more  than  just  Base Salary, the Company will ensure that the applicable employment standards legislative requirements  are met and Salary Continuance  will  consist  of more than just Base Salary to the extent required by applicable employment standards legislation.


In addition, upon termination in accordance with this Section 23, the Company will continue the Benefits you were  participating  in  as at the date of notice  of termination, until the earliest of: (A) the expiration of the Severance Period, (B) the expiration of your eligibility for the Benefits, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self employment, where permitted by the terms of the relevant plans, and subject to provider approval, or, if unable to continue the Benefits, will  pay to you an  amount  equal to the cost of premiums  for the Benefits  that the Company  paid  prior to the date of notice of your termination  (not your cost of you obtaining  individual or family coverage)   during the Severance Period.


In addition, upon termination  without cause, the Company will pay to you a bonus under the Annual Discretionary Bonus Program described  in Section 11 above on a prorated basis, based upon the number of days worked to the Date of Termination in the calendar year of termination (the "Prorated Annual Bonus").  To  the  maximum  extent permissible by law and subject to applicable employment standards legislation, any such Prorated Annual Bonus is at the sole and absolute discretion of the Board and will be determined based on the achievement of personal and company goals,  individual  and group performance criteria, financial performance of the Company and any other matters the Board may consider  relevant.  Any such Prorated  Annual Bonus will  be paid  in a lump sum  on the date that all other executives  of the Company  receive annual bonuses, but in any event by no later than March 15 of the year following the year in which your employment is terminated.


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








In addition, upon termination without cause, the Company will provide you with outplacement career counseling services that it  considers  to  be  reasonable  and appropriate, in its sole discretion, up to a maximum of 10,000.


This Section 23 describes the entirety of your entitlements. upon termination without cause, including statutory, contractual and common law amounts. You agree that these entitlements are reasonable and upon receipt of these entitlements the Company will have no further obligation to you in respect of the termination of your employment including,
, without limitation, any further compensation, severance pay or damages.




24.    TERMINATION UPON CHANGE OF CONTROL.


a)    For purposes of this Section 24, the following terms shall be defined as set forth below:


i.    "Change of Control" means:






A.    any merger or consolidation in which voting securities of the Company possessing more than fifty percent (50%) of the total combined voting power  of the Company's  outstanding  securities are transferred to a person or persons different from the persons holding those securities immediately  prior to such transaction and the composition of the Board of the Company following such transaction is such that the directors of the Company prior to the transaction constitute less than fifty percent (50%) of the membership of the Board of the Company  following  the transaction;


B.    Any acquisition, directly or indirectly, by an person  or  related group of persons (other than the Company  or a person that directly or indirectly controls, is controlled by, or is under common control
·with, the Company) of beneficial ownership of voting securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding securities;


C.    Any acquisition, directly or indirectly, by a person or related group of persons of the right to appoint a majority of the directors of the Company; or
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.










D.    Any sale, transfer or other disposition of all or substantially  all of the assets of the Company,


provided, however, that a Change of Control shall 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 or any entity that is an affiliate of the Company under the Securities Act (British Columbia), as amended from time to time (an "Affiliate"), of voting securities of the Company or any of its Affiliates which are convertible into voting securities.


ii.    "Change of Control Period" means the three (3) months prior to and the twelve (12) months following the effective date of a Change of Control.


iii.    "Good Reason" means the occurrence of any of the following conditions without your consent:


A.    a material reduction in the Base Salary (unless pursuant to a salary reduction program applicable generally to the Company's similarly situated employees);


B.    a material reduction in your duties, responsibilities or authority; or






C.    the relocation of your principal place of employment  in a manner that lengthens your one-way commute distance by eighty (80) or more kilometers from your then-current principal place of employment immediately prior to such relocation.


iv.    "Resignation for Good Reason" means termination of your employment by you if:


A.    you give the Company written  notice of your intent to terminate your employment for Good Reason within thirty  (30)  days following the first occurrence of the condition(s) that you believe constitute(s) Good Reason, which notice shall describe such condition(s);


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








B.    the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the "Cure Period");


C.    you voluntarily terminate your employment within thirty (30) days following the end of the Cure Period; and


D.    the conditions described in Section 24(a)(iii)(A), Section 24 (a)(iii)(B), and Section 24(a)(iii)(C), and the procedures  described in Section 24(a)(iv)(A), Section 24(a)(iv)(B), and Section 24(a)(iv)(C) all occur within a Change of Control Period.


For clarity, if you resign  for Good Reason, the Cure Period  must expire, and you must resign, within the Change of Control Period  in  order to trigger your entitlements under this Section 24.


b)    In the event the Company (or any successor) terminates your employment without cause, or you effect a Resignation for Good Reason in accordance with the procedure outlined at Section 24(a)(iv) above, within the Change  of  Control Period, in lieu of your entitlements under Section 23 above, the Company will provide you with notice of termination, payment in lieu of such notice, or a combination  of written  notice and  payment  in lieu of notice, at the Company's sole discretion, equal to eighteen (18) months, provided that, if at any time the British  Columbia Employment Standards Act provides for a greater entitlement, you will receive the greater entitlement required by the British Columbia Employment Standards Act.


c)    Payment in lieu of such notice pursuant to this Section  24 will be paid in the form of salary continuance (the "COC Salary Continuance"),  other  than  any minimum entitlements to payment in lieu of such notice required by the British Columbia Employment  Standards Act, as amended  from time to time, which will be paid as a lump sum. The COC  Salary Continuance will be paid in equal






installments on the Company's regular payroll schedule, as amended from time to time, commencing  for the period  immediately  following the expiry of the period of pay in lieu of notice required by the British Columbia Employment Standards Act.


d)    For the purposes of this Section 24, the COC Salary Continuance will consist of Base Salary only, provided that, if any time the British Columbia Employment 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Standards Act provides for a greater entitlement, you will receive the greater entitlement required by the British Columbia Employment Standards Act.


e)    In addition,  upon termination  in accordance with this Section 24, the Company will continue the Benefits you were participating in as at the date of notice of termination until the earliest of: (A) the expiration of the COC Severance Period,
(B) the expiration of your eligibility for the Benefits, or (C) the date when you become eligible for substantially equivalent health insurance coverage  in connection with new employment or self-employment, where permitted  by the terms of the relevant plans, and subject to provider approval, or, if unable to continue the Benefits, will pay to you an amount equal to the cost of premiums for the Benefits that the Company paid prior to the date of notice of your termination (not your cost of you obtaining individual or family coverage) during the COC Severance Period.


f)    In addition,  upon termination  without cause  in accordance with this Section 24, the Company will pay to you a bonus pursuant to the Annual Discretionary Bonus Program at target as described in Section 11 above for a full twelve month period. Any such Annual Bonus will be paid in a lump sum on the date that all other executives of the Company receive annual bonuses,  but in any event by no later than March 15 of the year following the year in which your employment is terminated.


g)    In addition, upon termination in accordance with this Section 24, any unvested stock options or award grants conferred by the Company will immediately vest on the Date of Termination  notwithstanding the provisions  of the Equity Incentive Plan or any agreement thereunder, and will remain exercisable in accordance with the terms of the Equity  Incentive Plan or any agreement  thereunder  until the date of their expiry as determined on the date of grant.


h)    In addition,  upon termination  in accordance with this Section 24, the Company will  provide you with outplacement career counseling services that it considers to be reasonable and appropriate, in its sole discretion, up to a maximum of $10,000.


i)    This Section 24 describes the entirety of your entitlements in the event the Company (or any successor) terminates your employment without cause, or you resign with Good Reason, within the Change of Control  Period,  including statutory, contractual and common law amounts. You agree that these






Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








entitlements are reasonable and upon  receipt of these entitlements the Company will have no further obligation to you in respect of the termination of your employment including, without  limitation, any further compensation,  severance pay or damages.


j)    For clarity, you are not eligible to receive both the entitlements under Section 23 and this Section 24. For the avoidance of doubt,  if you  would  otherwise  be eligible for severance benefits under both Section 23 and Section 24, you will receive the benefits set forth in Section 24 and such benefits shall  be reduced by any benefits previously provided to you under Section 23.




25.    CONDITIONS: It is a condition of you receiving the compensation and benefits set out in Section 23 or Section 24, in excess of your minimum statutory entitlements under applicable employment standards legislation that you:


a)    execute a r..ill and final release in favour of the Company, in a form to be provided by the Company, and substantially the same as set out in Appendix "C", prior to receiving the compensation and benefits set out in Section 23 or Section 24 in excess of the minimum notice or pay in lieu of notice as required by the British Columbia Employment Standards Act;


b)    continue to comply with  your obligations  under the Confidentiality Agreement; and


c)    immediately resign any directorship or office held in the Company or any parent, subsidiary  or affiliated  companies of the Company,  in accordance with the terms of Section 28 below.


If you do not satisfy these conditions, upon any  termination  of  employment  under Section 23 or Section 24 (including where there is Resignation For Good Reason), you agree that you will only be entitled to your minimum statutory entitlements required by applicable employment standards legislation, as amended from time to time, including statutory notice or statutory termination pay  (if  applicable),  statutory  benefits continuation (if applicable), statutory benefits continuation (if applicable) and accrued wages. You agree that you are not entitled to common law notice and waive any entitlements to common law reasonable notice.


26.    TERMINATION FOR JUST CAUSE:


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Notwithstanding anything in this Employment Agreement, the Company may terminate your employment at  any time for Just Cause.   If you are terminated  for Just Cause, you will  be paid only the Base Salary earned  up to the Date of Termination  and any accrued but unused vacation pay. For clarity, you will not receive any notice, pay in lieu of notice, compensation or benefits set out in Section 23 or Section 24, or any other form of






compensation, benefits, severance pay or damages, subject to applicable employment standards legislation. For the purposes of this Section 26, "Just Cause" means that you have engaged in one or more of the following:


a)    conviction of, or guilty plea to, an indictable offense;


b)    willful, continued failure or refusal to follow lawful and reasonable instructions of the Chief Executive Officer or the Board;


c)    willful, continued failure to faithfully and diligently perform assigned duties;


d)    unethical, fraudulent, or other serious misconduct;


e)    conduct that materially discredits, or is materially detrimental to, the Company or any affiliate;


f)    material breach of this Employment Agreement, the Confidentiality Agreement, or material Company policies; and


g)    any other conduct that would constitute just cause for termination at common law.


You agree that if the  Company  provides you  with notice of termination  or payment  in lieu of such notice in accordance with Section 23 or Section 24 above, the Company will not be prevented from alleging just cause for termination  of  the  terms  of  your employment or this Employment Agreement. Further, you agree that if the Company unsuccessfully alleges just cause pursuant to this Section 26, or if you are found to have been constructively dismissed, your entitlement to notice or pay in lieu of notice will be limited to the entitlements set out in Section 23 or Section 24 above, as applicable.


27.    FRUSTRATION AS A RESULT OF DEATH OR DISABILITY. If your employment is frustrated as a result of your death or disability, you (or your estate, as applicable) will be provided with only the Base Salary earned up to the date of frustration, any accrued but 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








unused vacation pay and any other minimum statutory entitlements that may be required to be provided such as statutory notice or termination pay (if applicable), statutory benefits continuation (if applicable), and statutory severance pay (if applicable).


For clarity, you will not receive any notice, pay in lieu  of  notice,  compensation  or benefits set out in Section 23 or Section 24, or any other form of compensation, benefits, severance pay or d2mages.


28.    DIRECTORSHIPS AND OFFICES: Upon the termination of your employment for any reason whatsoever, you shall be deemed to have immediately resigned any officer and director positions held in the Company or any parent, subsidiary or affiliated companies of the Company effective no later than the Date of Termination (or such other date as requested by the Company). Except as provided in this Employment Agreement or
· otherwise required by   applicable   employment   standards   legislation,   you   will   not   be






entitled to receive any written notice of termination or payment in lieu of notice, or to receive any  severance  pay, damages or compensation  for loss of office or otherwise. If you fail to resign as required, the Company is irrevocably authorized to appoint some person in your name and on your behalf to sign any  documents  or  do  any  things necessary or requisite to give effect to such resignation.


29.    ARBITRATION.   To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that, with the exception of:


a)    the Company seeking judicial relief by way of restraining order, interim, interlocutory or permanent injunction in the event of any  actual  or threatened breach by you of your covenants and obligations under Section 20 and the Confidentiality Agreement; and


b)    you bringing any disputes, complaints, claims or causes of action that cannot be subject to mandatory arbitration as a matter of law, including, but not limited to, disputes, complaints, claims or causes of action under applicable employment standards, human rights, or occupational health and safety legislation (the "Excluded Claims"),


all disputes, complaints, claims, or causes of action,  in  law or  in equity, arising out of, or in connection  with,  this Employment  Agreement,  your employment  with  the Company, or the termination of your employment with the Company, will be finally resolved by 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








arbitration administered by ICDR Canada under its Canadian Arbitration Rules. The number of arbitrators shall be one and the place  of  arbitration  shall  be  Vancouver, Canada. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge. In  addition,  all claims, disputes, or causes of action  under this section, whether by you or the Company, must  be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported  class  or. representative proceeding, and shall not be joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than  one person or entity, and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims  or proceedings  are found to violate applicable law or are  otherwise  found  unenforceable,  any  claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration.


In the event you intend to bring multiple claims, including one or more Excluded Claims, the Excluded Claims may be filed with a court or administrative tribunal, as applicable, while any other claims will remain subject to mandatory arbitration.


You will have the right to be represented by legal counsel at any arbitration proceeding at your own expense. Questions of whether a claim is subject to arbitration under this






agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. 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 statement signed by the arbitrator regarding the disposition  of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator's essential findings and conclusions on which the award is based. The arbitrator shall be authorized  to award all  relief that you or the Company would  be entitled to seek in a court of law, including special costs. The Company shall pay all arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and provincial courts of any competent jurisdiction.


30.    GENERAL.


a)    Compliance with Employment Standards: The terms and conditions of this Employment Agreement are subject to the provisions of the British Columbia Employment Standards Act, as amended from time to time. If any term  or condition 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








of this Employment  Agreement conflicts with, or is inconsistent  with, any provision of the British Columbia Employment Standards Act, the British Columbia Employment Standards Act shall prevail over, and shall amend, this Employment  Agreement  to the extent of any such conflict or inconsistency, and this Employment  Agreement  as so amended  shall apply with  retrospective effect to the commencement  of your employment. Without  limitation,  it is the intention of the Company that all of your employment entitlements, including your termination entitlements, will meet or exceed what is required by the British Columbia Employment Standards Act. If at any time the British Columbia Employment Standards Act provides for a greater entitlement than  what is set out in this Employment  Agreement, you will receive the greater entitlement  required by the British Columbia Employment Standards Act.


b)    Continuing Application: The terms of  this  Employment  Agreement  will continue to apply throughout your employment, regardless of  your  length  of service or any changes that may occur to your position, duties and responsibilities, compensation or benefits, or other terms of employment, unless you and the Company agree otherwise in writing. Without limiting the generality of the foregoing, Section 23 (Termination by  Company  Without  Just  Cause), Section 24 (Termination Upon Change of Control), and  Section  25 (Conditions) will continue to apply throughout  your employment  regardless of your length of service or any changes that may occur to your position, duties and responsibilities, compensation  or benefits, or other terms of employment,  unless you and the Company agree otherwise in writing.


c)    Severability: If any provision of this Employment Agreement shall,  for  any reason, be held to violate any applicable law or be unenforceable, in whole or in






part, the remainder of this Employment Agreement shall remain in full force and effect to the extent permitted by law.


d)    Inconsistency: If there is an inconsistency between this Employment Agreement and any policies and procedures of the Company, this Employment Agreement supersedes .any such policies and  procedures  to the extent  of the inconsistency, and will govern.


e)    Governing Law: This Employment Agreement shall be governed  by  and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable  in British Columbia and shall be treated  in all respects 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








as an British Columbia contract. By signing this Employment Agreement, you irrevocably attorn to and submit to the exclusive jurisdiction of the provincial and federal courts and tribunals of the Province of British  Columbia,  as applicable, with respect to any matters arising from or related to this Employment  Agreement or your employment with the Company.


f) Enurement: This Employment Agreement will enure to the benefit of and  be binding upon the patties hereto and their  respective  heirs,  executors, administrators, successors, personal representatives and permitted assigns.


g)    Assignment: The Company may assign this Employment Agreement to another person or entity. You will not assign your rights under this  Employment Agreement, or delegate to others, any of your functions and duties under this Employment Agreement without the express written consent  of the Company, which consent may be withheld in the Company's sole discretion.


h)    Confidentiality of Employment Agreement: You will keep confidential and not disclose any of the terms of this Employment Agreement to any person,  including to other employees or workers of the Company, unless required to do so by law or for the purpose of obtaining confidential legal, financial or tax planning advice.


i)    Statutory Deductions and Withholdings: All compensation, benefits payments required to be made pursuant to this Employment Agreement, including but not limited to termination payments, are subject to applicable statutory deductions and withholdings as required by applicable government statutes and regulations including income tax, Employment Insurance (El) premiums  and Canada Pension Plan (CPP) deductions.


j)    Entire Agreement: The terms and conditions of your employment with the Company are set forth in this Employment Agreement and  the  attached Appendices,  including the Confidentiality Agreement, and supersede all prior oral or written negotiations, representations, inducements, understandings and agreements that may exist between you and the Company. There are no representations, warranties, terms, conditions, undertakings or collateral






agreements, express, implied or statutory,  between you and the Company  other than as ex1Jressly set forth in this Employment Agreement and the attached Appendices, including the Confidentiality Agreement. This offer of employment, once accepted by you, will constitute the employment agreement between you and 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








the Company. This Employment Agreement cannot be modified, amended or extended except in a writing signed by you and a duly authorized officer of the Company.


k)    Survival: All sections of this Employment Agreement that, by their drafting, are intended to persist after the termination of your employment and this Employment Agreement, and all other provisions of this Employment Agreement necessary for the interpretation and enforcement of any of those sections,  will  indefinitely survive the termination of your employment or the  termination  of  this Employment Agreement.


If you agree to the terms and conditions set forth herein, please sign and date this Employment Agreement and the attached Confidentiality Agreement and return them to me prior to the Start Date.


We look forward to having you join us. If you have any questions about this Employment Agreement, please do not hesitate to call me.






Best regards,


AURINIA PHARMACEUTICALS INC.
/s/ Max Donley


EVP, Internal Operations and Strategy




/s/ Stephen P. Robertson


























Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Appendix A 
DUTIES


The Executive Vice President (EVP), General Counsel, Corporate Secretary, and Chief Compliance Officer is a chief legal representative on legal issues regarding contracts, transactions, and risk management of the organization. This position performs and directs complex legal work and advises the CEO, Executive Team, and Board of Directors. This position also provides legal support to management and serves as an advisor to the CEO on business and risk matters.




Core Duties and Responsibilities, including but not limited to:
Oversees risk management for Aurinia and its affiliates and subsidiaries (the organizations), including management of liability insurance programs and identifying and analyzing areas of potential risk and mitigating factors in the organizations' operations.
Provides legal counsel and guidance to the CEO and other executives on business legal matters to support the effective opera lions of the organizations.
Oversees the selection,  retention, coordination,  and supervision  of work of outside attorneys  and consults with them on sensitive legal issues as required to obtain legal opinions for transactions affecting the organizations.
Oversees the drafting, review, and final preparation of contracts, business formation and other legal documents involved in the organizations' operations and for the delivery of the organizations' services. Provides technical expertise and advice related to legal strategy for transactions and business formation. Supervises the preparation of documents of a legal nature related to business and risk management of Aurinia and affiliates and subsidiaries.
Responsible for securing and maintaining intellectual property rights of the organizations.
Under the direction of the CEO, work with the Executive Officers to align and ensure implementation of strategic decisions and executive directives throughout the organizations.
Coordinates with the CFO to ensure compliance with all applicable laws related to financial management and participates as necessary in audits and other financial controls.


Job Specifications:
Demonstrated commitment to and knowledge of contracts, business transactions and risk management. Demonstrated ability to achieving results under demanding time frames.
Demonstrated ability to provide leadership to assigned attorneys and staff and to foster a cooperative environment.
Inspiring leadership, staff development, and performance management skills.
Excellent verbal and written communication and analytical skills with sound decision-making. Exhibits high ethical standards and expects the same from all others in the organization.
Demonstrated ability to work effectively with colleagues, government, stakeholder leadership, and the public.


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Minimum Qualifications:
Juris Doctorate (J.D.) and active Bar membership required.






Extensive legal experience in business transactions, contracts, 8(a) contracts and processed, risk management, and related.
Continued employment is contingent upon receipt of a satisfactory report from an applicable background check.




































































Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Appendix B


EMPLOYEE CONFIDENTIALITY, INVENTION ASSIGNMENT, AND RESTRICTIVE COVENANT AGREEMENT (CANADA)
In consideration of my employment by Aurinia Pharmaceuticals Inc. ("Employer"), and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, "Company"), the compensation paid to me during my employment with Company, and Company's agreement to provide me with access to its Confidential Information (as defined below), I enter into this Employee Confidentiality, Invention Assignment, and Restrictive Covenant Agreement with Employer (the "Agreement"), Accordingly, in consideration of the mutual promises and covenants contained herein, Employer (on behalf of itself and Company) and I agree as follows:


1.    Confidential Information Protections.
1.1    Recognition of Company's  Rights; Nondisclosure.  My employment  by Company  creates a relationship of confidence and trust with respect to Confidential Information (as defined below) and Company has a protectable interest in the Confidential Information. At all times during and after my employment, I will hold in confidence and will not disclose, use, lecture upon, or publish any Confidential Information, except as required in connection with my work for Company, or as approved by an officer of Company. I will obtain written approval by an officer of Company before T lecture on or submit for publication any material (written, oral, or otherwise) that discloses and/or incorporates any Confidential Information. T will take all reasonable precautions to prevent the disclosure of Confidential Information. Notwithstanding the foregoing, I will not be held criminally or civilly liable under any federal or provincial trade secret law for the disclosure of a trade secret that: (1) is made in confidence to a federal, provincial, or local government official, either directly or  indirectly, or to an attorney, and solely  for the purpose of reporting  or investigating  a suspected  violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If I become legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then I will give Company prompt notice to that effect and will cooperate with Company if Company seeks to obtain a protective and/or injunctive order concerning any Confidential Information. Further, if I become legally compelled by deposition, subpoena or other court or governmental action to disclose any Confidential Information, then I will disclose only such Confidential Information as my counsel shall advise is legally required or as a court may order. I agree that Company information or documentation to which I have access during my employment, regardless of whether it contains Confidential Information, is the property of Company and cannot be downloaded or retained for my personal use or for any use that is outside the scope of my duties for Company.


1.2    Confidential Information. "Confidential !, formation" means any and all confidential knowledge or data of Company, and includes any confidential  knowledge  or data that  Company  has  received,  or receives  in the  future, from third parties that Company has agreed to treat as confidential and to use for only certain limited  purposes. By way of illustration but not limitation, Confidential Information includes (a) trade secrets, inventions, ideas, processes, formulas, software in source or  object  code, data, technology,  know-how,  designs and techniques,  and  any  other work  product  of any nature, and all Intellectual Property Rights (defined below) in  all  of  the  foregoing  (collectively, "Inventions"), including all Company Intellectual  Property  (defined  in Section  
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








2.1);  (b) information  regarding  research,  development, new products, improvements, use, clinical design,  business  and  operational plans,  budgets,  unpublished  financial statements and projections, costs, margins,  discounts,  credit  terms,  pricing,  quoting  procedures,  future  plans  and strategies, capital-raising plans, internal services, suppliers and supplier information, and policies and procedures; (c) information about customers  and  potential customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products or services offered by Company, and other non-public information;
(d) information about Company's business partners and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e) information regarding personnel, employee lists, compensation, and employee skills; and (f) any other non-public information that a competitor of Company could use to Company's competitive  disadvantage.  However, Company agrees that T am free to use information  that I knew prior to my employment  with  Company  or that is, at the time of use, generally  known  in the trade or industry  through  no breach  of this Agreement by me and no wrongful act or omission  by any other person.  Company further agrees that this Agreement does not limit my right to discuss my employment or unlawful acts in Company's workplace, including but not limited to sexual harassment, or report possible violations of law or regulation with  any federal,  provincial  or local  government agency, or to the extent that such  disclosure  is  protected  under  the applicable  provisions  of law or regulation,  including but not limited to "whistleblower" statutes or other similar  provisions  that protect such disclosure, to the extent any such rights are not permitted by applicable law to be the subject of nondisclosure obligations.
1.3    Term of Nondisclosure Restrictions. I will only use or disclose Confidential Information as provided in this Section  1  and I agree that the restrictions  in Section  1.1 continue indefinitely,  even after my employment  by Company ends, for any reason, including but not limited to voluntary termination by me or involuntary termination by Company.
I .4   No Improper Use of Information of Prior Employers and Others.    During my employment by Company, I will not improperly use or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality, and I will not bring onto Company's premises any unpublished documents or property belonging to a former employer or any other person to whom I have an obligation   of confidentiality unless that former employer or person has consented in writing.


2.    Assignments of Inventions.
2.1    Definitions. The term (u) "Intellectual Property Rights" means all past,  present  and  future  rights  of the following types, which may exist or be created under the laws of any jurisdiction in the world: trade secrets, Copyrights, trademark and trade name rights, mask work rights, patents  and  industrial  property,  and  all  proprietary  rights  in technology  or works of authorship (including,  in each case, any application  for any such rights and any rights to apply  for any such rights, as well as all rights lo pursue remedies for infringement or violation of any such rights); (b) "Copyright" means the exclusive legal right to reproduce, perform, display, distribute and  make  derivative  works  of  a  work  of authorship (for example, a literary, musical, or artistic work) recognized by the laws of any jurisdiction in the world; (c) "Moral Rights"  means all  paternity, integrity, disclosure, withdrawal, special and similar rights recognized  by the laws of any jurisdiction  in the world; and (d) "Company  Intellectual  Property"  means any  and all inventions and literary and artistic works (and all Intellectual Property Rights related to such inventions and literary and artistic works) that are made, conceived, 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








developed, prepared, produced, improved upon,  authored,  edited, amended,  reduced  to  practice,  or learned  or set out in any tangible medium of expression or otherwise created, in whole or in part, by me, either alone or with others, during my employment by Company,  and all printed,  physical,  and electronic copies, and other tangible embodiment  of such inventions.
2.2    Non-Assignable Inventions. I recognize that this Agreement will not be deemed to require assignment of any invention  that I develop entirely  on  my  own time without  using Company's  equipment, supplies, facilities or trade secrets, or Confidential Information, except for inventions that either (i)  relate  to  Company's  actual  or  anticipated  business, research or development, or (ii) result from or are connected with any work performed by  me  for  Company ("Nonassignable Inventions").
2.3    Prior Inventions.
(a)    On the signature  page to this Agreement  is a list describing  any inventions  that (i) are owned  by me or in which I have an interest and that were made or acquired  by  me  prior  to  my  date of first  employment  by Company, and (ii) may relate to Company's business or actual or demonstrably anticipated research or development, and
(iii) are not to be assigned to Company ("Prior Inventions"). If no such list is attached, I represent and warrant that no inventions that would be classified as Prior Inventions exist as of the date of this Agreement.
(b)    I agree that if I use any Prior Inventions and/or Nonassignable Inventions in the scope of my employment,  or if I include any Prior  Inventions  and/or Nonassignable  Inventions  in any  product  or service of Company, or if my rights in any Prior Inventions and/or any Nonassignable Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights assigned to Company under this Agreement  (each, a "License Event"), (i) I will immediately notify Company  in writing, and (ii) unless Company  and I agree otherwise  in writing, I hereby grant to Company a non-exclusive, perpetual, transferable, fully-paid, royalty-free,  irrevocable, worldwide license, with rights to sublicense through multiple levels of sublicensees,  to  reproduce,  make  derivative  works  of, distribute, publicly perform, and publicly display  in  any  form  or medium  (whether  now known  or later developed),  make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Inventions and/or Nonassignable Inventions. To the extent that any third parties have any rights in or to any Prior Inventions or any Nonassignable  Inventions,  I represent and warrant that such third  party  or parties have validly  and irrevocably  granted to me the right to grant the license stated above.  For purposes of this paragraph, "Prior Inventions"  includes any  inventions that would be classified as Prior Inventions, whether or not they are listed on the signature page to this Agreement.
2.4    Assignment of Company Intellectual Property. I hereby assign to Employer all my right, title, and interest in and to any and all Company Intellectual Property other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. To the extent such Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights exist, l hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action of any kind against Employer or related to Employer's customers, with respect to such rights. I further agree that neither my successors-in interest nor legal heirs retain any Moral Rights in any Company Intellectual Property. Nothing contained in this Agreement may be construed to reduce or limit Company's rights, title, or 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








interest in any Company Intellectual Property so as to be less in any respect than that Company would have had in the absence of this Agreement.
2.5    Obligation to Keep Company Informed. During my employment by Company, I will promptly and fully disclose to Company in writing all inventions and literary and artistic works that I author, create, conceive, or reduce to practice, either alone or jointly with  others. At the time of each disclosure, I will advise Company  in writing of any inventions that I believe constitute Nonassignable Inventions; and I will at that time provide to Company in writing all evidence necessary to substantiate  my belief. Subject to Section 2.3(b), Company agrees to keep in confidence,  not use for any purpose, and not disclose to third patties without my consent, any confidential information relating to Nonassignable Inventions that I disclose in writing to Company.
2.6    Government or Third Party.  I agree that, as directed by Company, I will assign to a third party, including without limitation to Canada, all my right, title, and interest in and to any particular Company Intellectual Property.
2.7    Ownership of Work Product. I acknowledge  that all  original works of authorship that are made  by me (solely or jointly  with others) within the scope of my employment  and that are protectable  by Copyright are works made in the course of employment and are owned by Company.
2.8    Enforcement of Intellectual Property Rights and Assistance. I will assist Company, in every way Company requests, including signing, verifying and delivering any documents and performing any other acts, to obtain and enforce worldwide Intellectual Property Rights and Moral Rights relating to Company Intellectual  Prope1ty,  and any  Prior Inventions and/or Nonassignable Inventions licensed to Company pursuant to a License Event as set out in Section 2.3(b), in any jurisdictions in the world. My obligation to assist Company with respect to Intellectual Property Rights relating to Company Intellectual Property  will  continue  beyond  the termination  of my  employment,  but Company  will  compensate me at a reasonable rate after such termination for the time I actually spend on such assistance. If Company is unable for any reason, after reasonable effort, to secure my signature on  any  document needed in  connection  with  the  actions specified in this paragraph, I hereby irrevocably designate and  appoint  Employer  and  its  duly  authorized  officers  and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of  this Agreement with the same legal force and effect as if executed by me.  I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, which I now or may hereafter have for infringement of any Intellectual Property. Rights assigned to Employer under this Agreement.






2.9    Incorporation of Software Code. I agree not to incorporate into any inventions, literary works, and a'artistic works, including any Company software, or otherwise deliver to Company, any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company, except in strict compliance with Company's policies regarding the use of such software or as directed by Company.
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.










3.    Records.   I agree to keep and maintain  adequate and current  records (in the form of notes, sketches, drawings  and in any other form that is required by Company) of all Confidential  Information  developed  by  me  and  all  Company Intellectual  Prope1iy  made by me during the period of my employment  with Company, which records will  be available to and remain the sole property of Employer at all times.


4.    No Solicitation of Persons Employed or Engaged, Customers or Potential Customers. I agree that during my employment with Company and for a period of twelve (12) months after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, I will not, as an officer, director, employee, consultant, owner,  partner,  or in any other capacity,  either directly  or through  others, except on  behalf of Company:
a)        solicit, induce, encourage, or participate in soliciting, inducing or encouraging any Person Employed  or Engaged by Company (as defined below) to terminate his, her or its relationship with Company;
b)        solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any Person Employed or Engaged  by Company to terminate his, her or its relationship with Company to render services to me or any other  person  or entity that engages in, or is preparing to engage in, the Competitive  Business (as defined below);
c)        hire, employ or engage in a business venture any Person Employed or Engaged  by  Company  for the purposes of engaging in, or preparing to engage in, the Competitive Business (as defined below);
d)        solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Company its relationship with Company; or
e)        contact or communicate with any Customer or Potential Customer for the purpose of offering for sale any products, services or processes for the treatment of autoimmune and inflammatory diseases;
The parties agree that for purposes of this Agreement:
a)    "Competitive Business" means the research,  development,  testing, sale and  marketing of products, services and processes for the treatment of autoimmune and inflammatory diseases.


b)    "Customer" means any person or entity to whom I provided products, services or processes, or about whom I received Confidential Information during  the course  of my  employment  with  Company;  provided  that, after the termination of my employment for any  reason, "Customer" shall  only  include  those  persons  or  entities who I knew were a Customer at any time during the twelve (12) months preceding the termination of my employment;


c)    "Person Employed or Engaged by Company" means any person that is employed or engaged as a contractor by Company during the course of my employment with Company; provided that, after termination of my employment for any reason, "Person Employed or Engaged by Company" shall only 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








include any person who I knew was employed or engaged as a contractor by Company during the twelve (12) months preceding the termination of my employment;






d)    "Potential Customer" means any person or entity  that has not yet become  a Customer  of the Company,  but who was contacted for the purposes of doing  business  with Company  or solicited  by Company  during the course of my employment with Company;  provided  that, after the termination  of my employment  for any reason, "Potential Customer" shall only include those persons or entities  who  I  knew  were  a  Potential Customer at any time during the twelve (12) months preceding the termination of my employment.


5.    Non-Compete Provision.
5.1    I agree that during my employment with Company and for a period of twelve (12) months. after the date my employment ends for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, Twill not, directly or indirectly, anywhere in the Restricted Territory (as defined below):
a)        Engage in, whether as an officer, director, employee,  consultant,  owner,  partner, or in any other capacity, any undertaking  or business that engages  in the Competitive  Business  in a capacity similar to any position  I held with Company during my employment with Company; or


b)        Have an interest in, whether as owner, shareholder, lender, guarantor or otherwise, any unde1iaking or business that engages in the Competitive Business.


The parties agree that, for purposes of this Agreement, "Restricted Territory" means British Columbia, CA.
6.    Reasonableness of Restrictions.   I have read this entire Agreement and understand  it. I acknowledge that (a) I have the right to consult with counsel prior to signing this Agreement, (b) l will  derive significant  value from  Company's agreement to provide  me with  Company  Confidential  Information  to enable  me to optimize  the performance of my duties to Company, and (c) that my fulfillment of the obligations contained in this Agreement, including, but not limited to, my obligation neither to disclose  nor  to use Company  Confidential  Information  other than for  Company's  exclusive  benefit and my obligations not to compete and not to solicit are necessary to protect Company Confidential Information and, consequently, to preserve the value and goodwill of Company.  I agree that (i) this Agreement does not prevent me from earning a living or pursuing my career, and (ii) the restrictions contained in this Agreement are reasonable, proper, and necessitated  by Company's  legitimate  business  interests. I represent  and agree that I am entering  into this Agreement freely, with knowledge of its contents and the intent to be bound by its terms. If a court finds this Agreement, or any of its restrictions,  are ambiguous,  unenforceable, or invalid, Company  and I agree that the court will  read the Agreement as a whole and interpret such restriction(s) to be enforceable and valid to the maximum extent allowed by law.


Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








7.    Return of Company Property. When I cease to be employed by Company for any reason, including but not limited to voluntary termination by me or involuntary termination by Company, and at any earlier time upon request of Company, I will deliver to Company any and all materials, together with all copies thereof, containing or disclosing any Company Intellectual Property, or Confidential Information. I will not copy, delete, or alter any information contained upon my Company computer or Company equipment before I return it to Company. In addition, if I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, including but not limited to, Confidential Information, I agree to provide Company with a computer-useable copy of all such information and then permanently delete such information from those systems; and I agree to provide Company access to my system as reasonably requested to verify that the necessary copying and/or deletion is completed. I further agree that any prope1iy situated on Company's premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company's personnel at any time during my employment, with or without notice. When I cease to be employed by Company, and at any earlier time upon request of Company, I hereby agree to provide Company any and all information needed to access any Company property or information returned or required to be returned pursuant to this paragraph, including without limitation any login, password, and account information. When I cease to be employed by Company, I hereby agree to cooperate with Company in attending an exit interview and to confirm in writing that I have complied with my obligations under this paragraph if so required by Company.


8.    Legal and Equitable Remedies. I acknowledge  and  agree that the covenants  and obligations  under  Section  4 and Section 5 of this Agreement are reasonable, necessary  and fundamental to the protection  of Company's legitimate business interests,  and any breach  of those covenants  and obligations  would result in loss and damage to Company  for which Company could not be adequately compensated by an award of monetary damages. In the event of any actual or threatened breach of any of those covenants and obligations by me, Company will, in addition to all remedies available to Company at law or in equity, be entitled as a matter of right to judicial relief by way of a restraining order, interim, interlocutory  or permanent injunction. I agree that if Company  is successful  in whole or in any legal or equitable action against me under this Agreement, Company  will  be entitled to payment of all costs, including reasonable attorney's fees, from  me.  If  Company enforces this Agreement through  a court order, I agree that the restrictions of Sections 4 and 5 will remain in effect for a period of twelve (12) months from the effective date of the order enforcing the Agreement.


9.    Publication of This Agreement to Subsequent Employer or Business Associates of Employee. If I am offered employment,  or the opportunity  to enter  into any  business  venture as owner,  partner,  consultant  or other capacity, while the restrictions in Section 4 of this Agreement are in effect, I agree to inform my  potential  employer,  partner,  co-owner and/or others involved in managing the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or persons with a copy of this Agreement. I agree to inform Company of all employment and business ventures which I enter into while the restrictions described in Section 4 of this Agreement are in effect and I authorize Company  to provide copies of this Agreement to my employer,  partner, co-owner  and/or others involved in managing the business I have an opportunity to ·be associated with and to make such persons aware of my obligations under this Agreement.


10.    General Provisions.
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








10.1    Continuing Application. The terms of this Agreement will continue to apply throughout my employment with Company, regardless of my length of service or any changes that may occur to my position, duties and responsibilities, compensation or benefits, or other terms of employment, unless me and the Company agree otherwise in writing.
10.2    Governing Law. This Agreement shall be governed by and construed in  accordance  with  the laws  of the Province of British Columbia  and the laws of Canada applicable  in British Columbia  and shall  be treated in all respects  as an British  Columbia  contract. By signing  this Agreement,  I  irrevocably  attorn  to and submit  to the exclusive jurisdiction of the provincial  and federal courts and tribunals of the Province of British Columbia, as applicable, with respect to any matters arising from or related to this Agreement or my employment with the Company.
10.3 Severability. If  any  provision  of this Agreement shall, for any reason, be held to violate any applicable  law or be unenforceable, in whole or in part, the remainder of this Agreement shall remain in full force and effect to the extent permitted by law.
10.4 Enurement. This Agreement will enure to the benefit of and  be binding upon the parties hereto and their respective heirs, executors, administrators, successors, personal representatives and permitted assigns.
10.5    Assignment of Rights. Company may assign this Agreement to another person or entity.
10.6    Survival. This Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Company to any successor in interest or other assignee.
10.7    Waiver. No waiver by Company of any breach of this Agreement will be a waiver of any  preceding  or succeeding breach.  No waiver  by Company  of any right under this Agreement will be construed as a waiver of any other right. Company will not be required to give notice to enforce strict adherence to all terms of this Agreement.






l 0.8 Counterparts.   This  Agreement  may  be executed in two or more counterparts,  each of which will  be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may  be delivered  via facsimile, electronic mail (including pdf or any electronic signature complying with applicable law) or other transmission method and any counterpart so delivered will be deemed to have  been  duly  and  validly  delivered  and  be valid  and effective for all purposes.
10.9   Advice of Counsel. I ACKNOWLEDGE THAT, IN EXECUTING THIS AGREEMENT, I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT WILL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT.
l 0.10 Entire Agreement. This Agreement, and the Employment Agreement to which this Agreement is attached, constitute the entire agreement between me and Company regarding my employment with Company, and supersede all prior oral or written understandings and agreements regarding my employment. There are no 
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between me and the Company other than as expressly set forth in this Agreement and in the Employment Agreement to which this Agreement is attached. No modification of or amendment to this Agreement wi\! be effective unless in writing and signed by the party to be charged.




[Signatures to follow on next page]




This Agreement will be effective as of the date signed by the Employee below,


EMPLOYER: Aurinia Pharmaceuticals Inc.    EMPLOYEE:
/s/ Max Donley                        /s/ Stephen P. Robertson
     Max Donley
(Printed Name)


EVP, Internal Operations and Strategy


(Title)    














































Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








MAJOR INVENTIONS


1.    Prior Inventions Disclosure.  Except as listed  in  Section  2 below the following  is a complete list of all Prior Inventions:


No Prior Inventions. See below:






    Additional sheets attached.
2.    Due to a prior confidentiality agreement, I cannot complete the disclosure under Section I above with respect to the Prior Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to the following party(ies):


									
	Excluded Invention	Party	Relationship

			
			
			


    Additional sheets attached.


































Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








Appendix C
FULL AND FINAL RELEASE (BRITISH COLUMBIA)


FOR AND IN CONSIDERATION of the terms and conditions set out in the letter dated September 29, 2020 from Aurinia Pharmaceuticals Inc. to me, I, Stephen Robertson, on behalf of myself, my heirs, successors and assigns (hereinafter collectively referred  to  as "me"  or  "I") hereby release and forever discharge AURINIA PHARMACEUTICALS INC. along with all parents, subsidiaries, affiliates and associated companies and entities, and together with all respective officers, directors, employees, servants and agents and their successors and assigns (hereinafter collectively referred to as the "Releasee") jointly and severally from any and all . actions, causes of action, claims, proceedings, liabilities, obligations, and costs which now or hereafter exist by reason of any events, acts or omissions prior to the execution  of this Release in any way connected with my employment with the Releasee or the termination thereof, including but not limited to any claims for damages, including statutory notice, common law notice, bonus, commissions, disability, life or other insurance claims, indemnity benefits or other benefits, human rights damages, harassment, discrimination, costs,  interest, loss or injury  of every  nature and kind whatsoever and howsoever arising, whether statutory or otherwise, which  I  may heretofore have had, may now have, or may hereafter have, in any way relating to the hiring of, the employment by and the cessation of the employment of me by the Releasee.
AND FOR THE SAID CONSIDERATION  it is further agreed that I shall not make any claims (including any cross-claims, counter-claims, third party  claims,  actions  or applications) or take any proceedings against any person or corporation who might claim contribution  or indemnity  against the Releasee in connection  with matters which are subject of this release.
I HEREBY ACKNOWLEDGE that I have received all payments and amounts owing to me under the British Columbia Employment Standards Act, as amended, and that the payments made to me herein are in full and final satisfaction of any further  entitlements  I may  have pursuant to the British Columbia Employment Standards Act, as amended. I covenant and undertake that I will not file any complaint for termination or  severance  pay,  overtime  or vacation pay or make any other claim pursuant to the British Columbia Employment Standards Act.
I FURTHER ACKNOWLEDGE that I am aware  of  my  rights  under  the British
Columbia Human Rights Code, as amended, and the British Columbia Workers Compensation Act, as amended. I hereby confirm that I am satisfied regarding the finality of the settlement, and that I have not filed, and have no intention to file, a human rights or prohibited action complaint or application in any way involving the Releasee. I declare that I have no complaint against the Releasee under the British Columbia Human Rights Code, as amended, or the British Columbia Workers Compensation Act, as amended.
I FURTHER ACKNOWLEDGE AND AGREE that, without limiting the generality of the release above, I release the Releasee from all discriminatory, harassing or related misconduct, whether or not related to or connected with my employment or cessation of employment, and I confirm that I release the Releasees from any obligations or liabilities arising  from  my employment benefits and termination of such benefits to the maximum extent permitted by law.
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.








I FURTHER ACKNOWLEDGE AND AGREE that, in the event withholdings have not been deducted from the consideration  which  should  have been deducted, I shall  indemnify and save harmless the Releasee from any resulting liabilities, obligations, and costs regarding




any claims which .Canada Revenue Agency or Employment Insurance  Commission  may have with respect to any payments  made to or on  behalf of me or in  respect of any Canada Pension Plan or Employment Insurance benefits or contributions.
IT IS UNDERSTOOD AND AGREED that the beforementioned consideration is deemed to be no admission of liability on the part of the said Releasee.
IT IS HEREBY FURTHER COVENANTED AND AGREED that I will not disclose
the terms or the nature of the settlement evidenced by the within Full and Final Release, save and except for my immediate family, my legal and financial advisors, and as may be required by law.
I HEREBY CONFIRM that I have been afforded an opportunity  to independently review and read and obtain independent legal advice with respect to the details of this Full and Final Release and the settlement relating thereto, and confirm that I am executing this Full and Final Release freely, voluntarily and without duress.


IN WITNESS WHEREOF I have hereunto executed this Full and Final Release by affixing my hand and seal this  whose signature is subscribed below day of , 20    in the presence of the witness


SIGNED, SEALED AND DELIVERED    
in the presence of    






Witness Signature    Stephen Robertson
Certain identified information has been excluded from this exhibit because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.