Exhibit 10.16


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT
AGREEMENT (“Agreement”), effective November 2, 2020 (“Effective Date”), is made between Trillium Therapeutics
USA Inc., a Delaware corporation (“Employer” or the “Company”), and Ingmar Bruns, MD, PhD (“Employee”).
Employee and the Company are sometimes referred to herein as the “Parties” and individually as a “Party.”


 


RECITALS


 


A.         Employer
is an immuno-oncology company in the business of discovering and developing cancer therapies.


 


B.         Employer
desires to obtain the services of Employee as its Chief Medical Officer, in which capacity Employee will have access to Employer’s
Confidential Information (as hereinafter defined), and to obtain assurance that Employee will protect Employer’s Confidential
Information and will not solicit its employees during the term of employment and for a reasonable period of time after termination
of employment pursuant to this Agreement, and Employee is willing to agree to these terms.


 


C.         Employee
desires to be assured of the salary, bonus opportunity and other benefits in this Agreement and, as additional consideration, to
obtain the stock options that Employer is willing to grant.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
covenants in this Agreement, and other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:


 


1.         Employment.
Employer hereby employs Employee, and Employee agrees to be employed as its Chief Medical
Officer, commencing on the Effective Date. In this role, Employee will report directly to the Chief Executive Officer (“CEO”)
and will have such responsibilities, duties and authority commensurate with the position at similar companies. Employee will devote
his full business time and attention to the Employee’s duties. Employee will comply with all written/known rules, policies
and procedures of Employer as modified from time to time. Employee will perform all of Employee’s responsibilities in compliance
with all applicable laws and will ensure that the operations that Employee manages are in compliance with all applicable laws.
Beginning on the later of February 1, 2021 or when the Company re-opens its office as a result of the Covid-19 pandemic, Employee
will work primarily from Employer’s office in Massachusetts, USA.


 


2.         Term
of Employment. The term of employment will not be for a definite period, but rather continue
indefinitely until terminated in accordance with the terms and conditions of this Agreement.


 


3.         Compensation
and Stock Options. For the duration of Employee’s employment under this Agreement,
the Employee will be entitled to compensation which will be computed and paid pursuant to the following subparagraphs.


 






    	 	1	 



     


    

 


3.1.         Base
Salary. Employer will pay to Employee a base salary (“Base Salary”) at an
annual rate of four hundred forty thousand U.S. Dollars ($440,000), payable in installments on the Company’s regular payroll
dates for executives (but in no event less than monthly), subject to withholdings and deductions as required or permitted by law.
Employee’s Base Salary will be reviewed annually by the Employer and may be adjusted in the sole discretion of Employer based
on such review, but will not be reduced by Employer unless the Employer reduces Employee’s then-current Base Salary by no
more than 10% in connection with a similar, across-the-board reduction in the base salaries of similarly-situated executives at
the Company.


 


3.2.         Incentive
Bonus. Employee shall be eligible for a bonus of up to forty percent (40%) at target of
Employee’s then-current Base Salary (for calendar year 2020, the bonus amount shall be prorated for the period commencing
on the Effective Date and ending on December 31, 2020), based on achievement of criteria and objectives set annually by Employer’s
Board of Directors. The determinations of the Board with respect to Employee’s incentive bonus will be final and binding.
Employee must be in good standing on the bonus payout date, which shall be no later than March 15 of the calendar year following
the calendar year to which the bonus relates. The bonus is not considered to be earned until the bonus payout date. If, for
any reason, Employee is no longer an employee of the Company on the bonus payout date, Employee will not be eligible for, or
entitled to receive, a bonus payment. Employee may also participate in other bonus or incentive plans adopted by Employer that
are applicable to Employee’s position, as they may be changed from time to time, but nothing herein shall require the adoption
or maintenance of any such plan.


 


3.3.         Stock
Options. As a material inducement to the Employee entering into this Agreement and becoming
an employee of the Company, and subject to approval by the Board or Compensation Committee, the Company will grant the Executive
an option to purchase four hundred thousand (400,000) shares of the Company’s common stock (“New Hire Award”).
The New Hire Award shall vest over four years, with twenty-five percent of the New Hire Award vesting on the one-year anniversary
of the Effective Date and the remaining shares vesting in thirty-six equal monthly installments following the one-year anniversary
of the Effective Date, subject to the Executive’s continued service relationship with the Company. The New Hire Award shall
be granted in the form of a non-qualified stock option as an inducement grant consistent with the requirements of NASDAQ Stock
Market Rule 5635(c)(4) instead of pursuant to the Company’s existing equity plan.


 






    	 	2	 



     


    

 


In the event
that the Company terminates Employee’s employment due to a Change of Control, such termination shall be deemed to constitute
termination without Cause pursuant to Section 5.2, and all of the Employee’s options (subject to any performance conditions
and all other conditions of the operative Stock Option Plan), will vest immediately prior to the termination date. Such vested
options may be exercised until the earlier of (a) 120 days following the date of expiry of the notice period in connection
with such termination (or, if there is no such notice period, 120 days following the actual termination date); or (b) the
normal expiry date of the option rights. Upon the expiration of such period, all unexercised option rights of Employee shall immediately
become terminated and shall lapse notwithstanding the original term of the option granted to Employee under the Stock Option Plan.
For the purposes of this Agreement “Change of Control” shall mean any one or a combination of:


 


(i)         any
transaction at any time and by whatever means pursuant to which (A) Trillium Therapeutics Inc. (hereinafter, the “Corporation”)
goes out of existence by any means, except for any corporate transaction or reorganization in which the proportionate voting power
among holders of securities of the entity resulting from such corporate transaction or reorganization is substantially the same
as the proportionate voting power of such holders of Corporation voting securities immediately prior to such corporate transaction
or reorganization or (B) any person or any group of two or more persons acting jointly or in concert (other than the
Corporation, a wholly-owned subsidiary (as defined in the Securities Act (Ontario)) of the Corporation, an employee benefit plan
of the Corporation or of any of its wholly-owned subsidiaries, including the trustee of any such plan acting as trustee) hereafter
acquires the direct or indirect “beneficial ownership” (as defined by the Business Corporations Act (Ontario)) of,
or acquires the right to exercise control or direction over, securities of the Corporation representing 50% or more of the Corporation’s
then issued and outstanding securities in any manner whatsoever, including, without limitation, as a result of a take-over bid,
an exchange of securities, an amalgamation of the Corporation with any other entity, an arrangement, a capital reorganization
or any other business combination or reorganization;


 


(ii)         the
sale, assignment or other transfer of all or substantially all of the assets of the Corporation to a person other than a wholly-owned
subsidiary of the Corporation;


 


(iii)         the
dissolution or liquidation of the Corporation except in connection with the distribution of assets of the Corporation to one or
more persons which were wholly-owned subsidiaries of the Corporation immediately prior to such event;


 


(iv)         the
occurrence of a transaction requiring approval of the Corporation’s shareholders whereby the Corporation is acquired through
consolidation, merger, exchange of securities, purchase of assets, amalgamation, arrangement or otherwise by any other person (other
than a short form amalgamation or exchange of securities with a wholly-owned Subsidiary of the Corporation); or


 


(v)         the
Board of Directors passes a resolution to the effect that, for the purposes of some or all of the option agreements issued under
the applicable Stock Option Plan, an event set forth in (i), (ii), (iii) or (iv) above has occurred.


 


3.4.         Signing
Bonus. Employee shall receive a one-time signing bonus in an amount of one hundred twenty
thousand U.S. Dollars ($120,000), less withholdings, on the first payroll following Employee’s start date. In the event that
Employee voluntarily terminates his employment with the Company before the end of the first year of employment, Employee agrees
to repay the Company the full amount of the signing bonus. Employee will repay the amount of the signing bonus owed by personal
check or other negotiable instrument within 30 days of the termination date. Employee’s voluntary termination for Good Reason
as defined in Section 6.2 below shall not be a basis for Employee to repay any portion of said signing bonus.


 


		4.	Other Benefits.



 


4.1.         Vacations,
Holidays and Expenses. For the duration of Employee’s employment hereunder, Employee
will accrue up to four weeks of paid vacation each calendar year, which may be used in accordance with the Company’s
vacation policy in effect from time to time. Employer will reimburse Employee in accordance with company policies and procedures
for reasonable expenses necessarily incurred in the performance of duties hereunder against appropriate receipts and vouchers
indicating the specific business purpose for each such expenditure.


 






    	 	3	 



     


    

 


4.2.         Health
and Welfare Benefits. Employee is eligible to participate in the Company’s 401(k) Plan,
as may be amended by the Company from time to time. The Company currently offers a hundred percent match on contributions to the
401(k) Plan up to five percent of Employee’s Base Salary or such lessor amount as may be required under applicable law.
Employee shall also be entitled to participate in the Company’s group health, life insurance, disability insurance and other
plans, as may be provided by the Company from time to time. Employee hereby acknowledges that he will not be eligible to participate
in any group health, welfare, life insurance or other plans maintained by the Parent Company.


 


4.3.         Right
of Set-off. By accepting this Agreement, Employee consents to a deduction from any amounts
Employer owes Employee from time to time (including amounts owed to Employee as wages or other compensation, fringe benefits, or
vacation pay, as well as any other amounts owed to Employee by Employer), to the extent of the clear and established amounts, if
any, that Employee owes to Employer. Whether or not Employer elects to make any set-off in whole or in part, if Employer does not
recover by means of set-off the full amount Employee owes it, calculated as set forth above, Employee agrees to pay immediately
upon Employer’s demand, the unpaid balance to Employer.


 


4.4.         Indemnification.
Employee will receive indemnification coverage pursuant to the terms and conditions of any applicable by-laws and/or Directors
and Officers insurance policy that the Company makes available to its officer and directors. The Company agrees to maintain Director
and Officer insurance coverage consistent with past practice. Any renewal Director and Officer insurance policy shall cover the
periods of Employee’s employment with the Company, both as an active and a former employee of the Company and shall not decrease
Employee’s protections thereunder.


 


In addition, the Company will enter into an Indemnification
Agreement with Employee in a form mutually agreeable to the Company and Employee as of the Effective Date.


 


		5.	Termination By Employer.



 


5.1.         For
Cause. Employer will have the right to immediately terminate Employee’s
employment under this Agreement for Cause. “Cause” means the reasonable and good faith belief by the CEO that any
of the following has occurred: (a) any material breach of a material provision of this Agreement by Employee, including,
without limitation, Employee’s covenants in Sections 7, 8, 9 and 10; (b) Employee’s willful and continued
failure to substantially perform Employee’s material responsibilities reasonably assigned to him by the CEO (other than
such a failure as a result of a Disability); (c) Employee’s willful failure to comply with lawful and reasonable
directives of the CEO; (d) commission of a felony or misdemeanor or failure to contest prosecution for a felony or
misdemeanor; (e) Employee willfully engaged in a violation of any statute, rule or regulation, any of which in the
judgment of Employer is harmful to the business or to Employer’s reputation; (f) Employee willfully engaged
in unethical practices, dishonesty or disloyalty that materially injures the Company or its business reputation; provided,
that before terminating Employee’s employment for “Cause” under subsections (a), (b) or (c), the
Employer shall provide Employee with written notice of the circumstances giving rise to a termination for Cause and a 30-day
opportunity to cure such grounds, if curable. If cured, such events or grounds shall no longer be deemed a basis for a
termination of Employee for “Cause,” at any time during Employee’s employment.


 






    	 	4	 



     


    

 


Upon termination
of Employee’s employment hereunder for Cause, Employer shall pay the Employee’s accrued Base Salary, any accrued but
unused vacation and any other amounts earned through the termination date under an applicable company plan or policy, within the
time period required by law but in no event more than 30 days after the termination date (the “Accrued Obligations”).
Employee will have no rights to any unvested benefits or any other compensation or payments after the termination date except for
the Accrued Obligations.


 


5.2.         Without
Cause. Employer may terminate Employee’s employment under this Agreement without
Cause and without advance notice; provided, however, that in addition to the Accrued Obligations, Employer will continue
to pay Employee, as severance pay (“Severance Pay”), Employee’s Base Salary at the rate in effect on the termination
date through the date that is six (6) months from the termination date; provided, further, that if Employee’s
termination is due to a Change of Control (as defined in Section 3.3 above), then in lieu of the foregoing, Employer will
continue to pay, as severance pay, Employee’s Base Salary at the rate in effect on the termination date through the date
that is nine (9) months from the termination date. Furthermore, upon a termination by Employer without Cause and subject to
an Employee’s election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended,
Employer will pay to Employee a lump sum amount equal to six (6) times the employer paid portions of the monthly premiums
in effect at the termination date for medical, dental and vision coverage in which the Employee participated as of the termination
date (the “Health Benefit Payment”). Employee shall only be entitled to the Severance Pay and Health Benefit Payment
if Employee signs (and then Employee does not rescind, as may be permitted by law) a general release of claims in favor of Employer
in a form acceptable to Employer (the “Release”), provided, however, that such release of claims shall only require
Employee to release Employer from claims relating directly to Employee’s employment and the termination thereof, and shall
not require Employee to release claims relating to vested employee benefits or relating to other matters, including, but not limited
to, claims relating to his rights as a shareholder of the Company or any rights to indemnification which Employee possesses as
of the separation date. The Severance Pay will be made at usual and customary pay intervals of Employer beginning on the first
payroll period after the release of claims becomes effective and will be subject to all appropriate deductions and withholdings.
The Health Benefit Payment will be made with the first payment of Severance Pay and will be subject to all appropriate deductions
and withholdings. Employee shall only be entitled to Severance Pay and the Health Benefit Payment under this Agreement if Employee
signs (and does not rescind) the Release with the applicable rescission period having expired within 60 days following Employee’s
separation from service (or such shorter period as set forth in the Release), and if such sixty (60) day period spans two calendar
years, payments will in all cases commence in the later calendar year. Upon termination, Employee will have no rights to any unvested
benefits or any other compensation or payments except as stated in this paragraph and, if applicable, in Section 3.3.


 






    	 	5	 



     


    

 


		5.3.	Death or Disability



 


Employee’s employment shall
terminate automatically upon Employee’s death during his employment. Either Employer or Employee may terminate Employee’s
employment in the event of Employee’s Disability during his employment. If Employer determines in good faith that the Disability
of Employee has occurred (pursuant to the definition of Disability set forth below), it shall give to Employee a written notice
of its intention to terminate Employee’s employment. In such event, Employee’s employment with Employer shall terminate
effective on the 30th day after receipt of such notice by Employee (the Disability Effective Date), provided that, within the 30
days after such receipt, Employee shall not have returned to full-time performance of Employee’s duties. For purposes of
this Agreement, “disability” means the inability of Employee, whether due to accident, sickness or otherwise, as determined
by a medical doctor acceptable to the CEO and confirmed in writing by such doctor, to perform the essential functions of Employee’s
position under this Agreement, with or without reasonable accommodation (provided that no accommodation that imposes undue hardship
on Employer will be required) for an aggregate of ninety (90) days during any period of one hundred eighty (180) consecutive days,
or such longer period as may be required under disability law. Upon termination in the event of Employee’s death or Disability,
Employer shall pay to Employee’s estate or Employee the Accrued Obligations. Employee’s estate or Employee will have
no right to any unvested benefits or any other compensation or payments except as stated in this paragraph and in Section 3.3


 


		6.	Resignation By Employee.



 


6.1         Resignation
by Employee Other than for Good Reason. Employee may terminate Employee’s employment
under this Agreement for any reason provided that Employee gives Employer at least sixty (60) days’ notice in writing. Employer
may, at its option, accelerate such termination date to any date at least two (2) weeks after Employee’s notice of termination.
Employer may also, at its option, relieve Employee of all duties and authority after notice of termination has been provided. Employer
will provide Employee with the Accrued Obligations, and all compensation, payments and unvested benefits will cease on the termination
date.


 


6.2         Resignation
by Employee for Good Reason. Furthermore, Employee may terminate this Agreement at any
time upon written notice to the Employer for “Good Reason”, defined as (a) a material diminution of Employee’s
authority, duties or responsibilities; (b) a material reduction in Employee’s Base Salary (except for a reduction of
no more than 10% of Employee’s Base Salary consistent with section 3.1 above); (c) relocation of Employee’s principal
workplaces, referring to Boston-metro area, by more than 50 miles, unless such relocation reduces Employee’s regular commuting
time (and excluding Employee’s typical travel as set forth in this Agreement); (d) any breach by the Company of Section 4.4
above; or (e) a material breach of a material provision of this Agreement; provided, that before resigning for “Good
Reason” under subsections (a), (b), (c) or (e), the Employee shall (i) provide Employer with written notice of
the circumstances giving rise to a termination for Good Reason (which notice must be provided by Employee within 90 days of the
Employee learning of the existence of the condition(s) giving rise to such Good Reason) and a 30-day opportunity to cure
such grounds; and (ii) if the Employer did not cure such grounds, Employee ends his employment within 60 days after providing
such notice to the Employer. If Employee terminates employment under this Agreement for Good Reason, in addition to the Accrued
Obligations, Employee shall also be entitled to the “Severance Pay” and “Health Benefit Payment”
as defined in Section 5.2 above, subject to the Release requirement and the timing of the payments described therein.


 






    	 	6	 



     


    

 


		7.	Restrictive Covenants.



 


7.1.         Noncompetition
Covenant. Employee agrees that during his employment with the Company and for a period
of one (1) year following Employee’s termination of employment for any reason other than a termination by the Company
without Cause, as “Cause” is defined in Section 5.1 of the Agreement or by the Employee for Good Reason (“Restricted
Period”), Employee shall not, anywhere the Company conducts business or is known by Employee to contemplate conducting business
as of the termination date (the “Restricted Territory”), directly or indirectly (whether for compensation or without
compensation), as principal, agent, owner, partner, employee, consultant, shareholder, member, director, manager or officer, as
the case may be, or otherwise howsoever, own, operate, be engaged in or connected with the operation of or have any financial interest
in or advance, lend money to, guarantee the debts or obligations of or permit Employee’s name or part thereof to be used
or employed in any operation, whether a proprietorship, partnership, joint venture, company or other entity, legal or otherwise,
whatsoever, or otherwise carry on or engage in any activity or business involving the field of innate immune system checkpoint
inhibitors; provided, however, that such restrictions shall not preclude Employee from owning up to 1% of the totally outstanding
stock of a publicly traded entity. It is mutually agreed upon by Employee and the Company that the grant of the New Hire
Award shall serve as consideration for Employee’s compliance with this Section (in lieu of any post- employment garden
leave payments), and that Employee would not receive the New Hire Award but-for Employee’s agreement to these restrictions
on competition. Employee acknowledges that Employee has the right to consult with counsel prior to executing this Agreement. Employee
further acknowledges that this Agreement is the formal offer of employment and that it was delivered to Employee at least ten (10) business
days before the commencement of Employee’s employment with the Company. Nothing in this Section shall restrict the right
of the Employee to practice medicine in any geographic area for any period of time during the Restricted Period.


 


7.2.         Non-solicitation
Covenant. During the period commencing on the Effective Date and terminating on the first
anniversary of the termination date, regardless of the reason for termination, Employee shall not, directly or indirectly (whether
for compensation or without compensation), as principal, agent, owner, partner, employee, consultant, shareholder, member, director,
manager or officer, as the case may be (other than as the holder of an ownership interest of not more than 1% of the total outstanding
stock of a publicly traded entity):


 


(i)         solicit,
or attempt to obtain business from, accept business from or contact any current or former customer of the Company regarding activity
or business that is competitive with the business activities of the Company as they existed during the period that Employee provided
services to the Company; or


 


(ii)         induce
or attempt to induce any Company employee to terminate employment with the Company, hire or participate in the hiring of any Company
employee or independent contractor, or interfere with or attempt to disrupt the relationship, contractual or otherwise, between
the Company and any Company employee or independent contractor (other than advertising not specifically targeted at the Company’s
employees or contractors and serving as a reference upon request). For purposes of this paragraph, a Company employee or
independent contractor means any person employed or contracted by the Company during the twelve (12) month period prior to the
termination date.


 






    	 	7	 



     


    

 


7.3.         Outside
Employment. While employed by the Company, Employee is expected to devote his full-time
efforts and energy to his job with the Company. The following types of outside employment (which includes paid consulting engagements)
are strictly prohibited:


 


 (i)         Employment that conflicts with Employee’s work schedule, duties and responsibilities;




 


 (ii)        Employment that creates a conflict of interest or is incompatible with Employee’s employment with the Company;




 


(iii)       Employment
that interferes with the protection of the Company’s proprietary or confidential information;


 


(iv)       Employment
that impairs or has a detrimental effect on Employee’s work performance with the Company;


 


(v)        Employment
that requires Employee to conduct work or related activities for outside employment on the Company’s property during the
Employee’s working hours or using the Company’s facilities and/or equipment in relation to the Employee’s outside
employment; and


 


(vi)       Employment
that directly or indirectly competes with the business or the interests of the Company.


 


If Employee wishes to engage
in outside employment, he must submit a written request to the Company explaining the details of the outside employment. No work
related to Employee’s outside employment may be performed during Company time, with Company property or equipment, or on
Company premises. The Company shall not provide workers’ compensation coverage or any other benefit for injuries occurring
from or arising out of outside employment. Authorization to engage in outside employment can be revoked at any time. Volunteer/pro
bono engagements are permitted by the Company so long as such engagements do not interfere with Employee’s work for the Company.
Failure to adhere to this policy may result in discipline up to and including termination.


 


8.         Confidential
Information. Employee recognizes that Employer’s business and continued success
depend upon the use and protection of confidential and proprietary business information, including, without limitation, the information
and technology developed by or available through licenses to Employer, to which Employee has access (all such information being
 “Confidential Information”). For purposes of this Agreement, the phrase “Confidential Information” includes,
for Employer and its current or future subsidiaries and affiliates, without limitation, and whether or not specifically designated
as confidential or proprietary: all business plans and marketing strategies; information concerning existing and prospective markets
and customers; financial information; information concerning the development of new products and services; information concerning
any personnel of Employer (including, without limitation, skills and compensation information); and technical and non-technical
data related to software programs, designs, specifications, compilations, inventions, improvements, methods, processes, procedures
and techniques; provided, however, that the phrase does not include information that (a) was lawfully in Employee’s
possession prior to disclosure of such information by Employer; (b) was, or at any time becomes, available in the public
domain other than through a violation of this Agreement; (c) is documented by Employee as having been developed by Employee
outside the scope of Employee’s employment and independently; or (d) is furnished to Employee by a third party not
under an obligation of confidentiality to Employer.


 






    	 	8	 



     


    

 


Employee
agrees that during Employee’s employment and after termination of employment irrespective of cause, Employee will use Confidential
Information only for the benefit of Employer and will not directly or indirectly use or divulge, or permit others to use or divulge,
any Confidential Information for any reason, except as authorized by Employer. Employee’s obligation under this Agreement
is in addition to any obligations Employee has under state or federal law. Employee agrees to deliver to Employer immediately upon
termination of Employee’s employment, or at any time Employer so requests, all tangible items containing any Confidential
Information (including, without limitation, all memoranda, photographs, records, reports, manuals, drawings, blueprints, prototypes,
notes taken by or provided to Employee, and any other documents or items of a confidential nature belonging to Employer) whether
in hard copy, electronic, or other format, together with all copies of such material in Employee’s possession or control.
Employee agrees that in the course of Employee’s employment with Employer, Employee will not violate in any way the rights
that any entity has with regard to trade secrets or proprietary or confidential information.


 


Employee’s
obligations under this Section 8 are indefinite in term and shall survive the termination of Employee’s employment and/or
this Agreement. However, Employee further understands that nothing in this Agreement prohibits Employee from reporting to any governmental
authority information concerning possible violations of law or regulation and that Employee may disclose Confidential Information
to a government official or to an attorney and use it in certain court proceedings without fear of prosecution or liability, provided
Employee files any document containing Confidential Information under seal and does not disclose the Confidential Information,
except pursuant to court order. Employee understands that in the event it is determined that the disclosure of Company trade secrets
was not done in good faith pursuant to the above, Employee will be subject to substantial damages, including attorneys’ fees.


 


Employee
acknowledges that certain whistleblower laws permit Employee to communicate directly with governmental or regulatory authorities,
including communications with the U.S. Securities and Exchange Commission about possible securities law violations, without the
Company’s permission or notification, and that the Company will not consider such communications to violate this or any other
agreement between Employee and the Company or any Company policy.


 


Employee acknowledges
that under U.S. Defend Trade Secrets Act of 2016, Employee will not be held criminally or civilly liable under any U.S. federal
or state trade secret law for the disclosure of a trade secret that is made in confidence to government officials, either directly
or indirectly, or to an attorney, in each case solely for the purpose of reporting or investigating a suspected violation of law,
or in a complaint or other document filed in a lawsuit or other proceeding, provided such filing is made under seal. If Employee
has any questions as to what comprises such confidential or proprietary information or trade secrets, or to whom if anyone it
may be disclosed, Employee will consult with the Company. Employee understands that in the event it is determined that the disclosure
of Company trade secrets was not done in good faith, Employee will be subject to substantial damages, including punitive damages
and attorneys’ fees.


 






    	 	9	 



     


    

 


9.         Work
Product and Copyrights. Employee agrees that all right, title and interest in and to the
materials resulting from the performance of Employee’s duties at Employer and all copies thereof, including works in progress,
in whatever media, (the “Work”), will be and remain in Employer upon their creation. Employee will mark all Work with
Employer’s copyright or other proprietary notice as directed by Employer. Employee further agrees:


 


9.1.         To
the extent that any portion of the Work constitutes a work protectable under the copyright laws of the United States (the “Copyright
Law”), that all such Work will be considered a “work made for hire” as such term is used and defined in the Copyright
Law, and that Employer will be considered the “author” of such portion of the Work and the sole and exclusive owner
throughout the world of such copyright; and


 


9.2.         If
any portion of the Work does not qualify as a “work made for hire” as such term is used and defined in the Copyright
Law, that Employee hereby assigns and agrees to assign to Employer, without further consideration, all right, title and interest
in and to such Work or in any such portion of such Work and any copyright in such Work and further agrees to execute and deliver
to Employer, upon request, appropriate assignments of such Work and copyright in such Work and such other documents and instruments
as Employer may request to fully and completely assign such Work and copyright in such Work to Employer, its successors or nominees,
and that Employee appoints Employer as attorney-in-fact to execute and deliver any such documents on Employee’s behalf in
the event Employee should fail or refuse to do so within a reasonable period following Employer’s request.


 


10.         Inventions
and Patents. For purposes of this Agreement, “Inventions” includes, without
limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether
or not conceived or made during work hours. Employee agrees that all Inventions conceived or made by Employee during the period
of employment with Employer belong to Employer, provided they grow out of Employee’s work with Employer or are related in
some manner to the Employer’s business, including, without limitation, research and product development, and projected business
of Employer or its affiliated companies. Accordingly, Employee will:


 


10.1.         Make
adequate written records of such Inventions, which records will be Employer’s property;


 


10.2.         Assign
to Employer, at its request, any rights Employee may have to such Inventions for the U.S. and all foreign countries;


 


10.3.         Waive
and agree not to assert any moral rights Employee may have or acquire in any Inventions and agree to provide written waivers from
time to time as requested by Employer; and


 






    	 	10	 



     


    

 


10.4.         Assist
Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions.
Employee understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application
for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application
will be abandoned prior to issuance of a patent. Employer will pay to Employee, either during or after the term of this Agreement,
the following amounts if Employee is sole inventor, or Employee’s proportionate share if Employee is joint inventor: $750
upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial
patent application, provided Employee is named as an inventor in the patent.


 


Employee
further agrees that Employee will promptly disclose in writing to Employer during the term of Employee’s employment and for
one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not
Employer has rights in such Inventions) so that Employee’s rights and Employer’s rights in such Inventions can be determined.
Employee represents and warrants that Employee has no Inventions, software, writings or other works of authorship useful to Employer
in the normal course of the business, which were conceived, made or written prior to the date of this Agreement and which are excluded
from the operation of this Agreement.


 


NOTICE:
This Section 10 does not apply to Inventions for which no equipment, supplies, facility, or trade secret information of Employer
was used and which was developed entirely on Employee’s own time, unless: (a) the Invention relates (i) directly
to the business of Employer or (ii) to Employer’s actual or demonstrably anticipated research or development, or (b) the
Invention results from any work performed by Employee for Employer.


 


11.         Remedies.
Notwithstanding other provisions of this Agreement regarding dispute resolution, Employee
agrees that Employee’s violation of any of Sections 7, 8, 9 or 10 of this Agreement might cause Employer irreparable harm
which would not be adequately compensated by monetary damages and that an injunction may be granted by any court or courts having
jurisdiction, restraining Employee from violation of the terms of this Agreement, upon any breach or threatened breach of Employee
of the obligations set forth in any of Sections 7, 8, 9 or 10. The preceding sentence shall not be construed to limit Employer
from any other relief or damages to which it may be entitled as a result of Employee’s breach of any provision of this Agreement,
including Sections 7, 8, 9 or 10.


 






    	 	11	 



     


    

 


12.         Dispute
Resolution. Except for the right of Employer and Employee to seek injunctive relief in
court, any controversy, claim or dispute of any type arising out of or relating to Employee’s employment or the provisions
of this Agreement shall be resolved in accordance with this Section 12 regarding resolution of disputes, which will be the
sole and exclusive procedure for the resolution of any disputes. This Agreement shall be enforced in accordance with the Federal
Arbitration Act, the enforcement provisions of which are incorporated by this reference. Matters subject to these provisions include,
without limitation, claims or disputes based on statute, contract, common law and tort and will include, for example, matters
pertaining to termination, discrimination, harassment, compensation and benefits. Matters to be resolved under these procedures
also include claims and disputes arising out of statutes such as the Fair Labor Standards Act, Title VII of the Civil Rights
Act, the Age Discrimination in Employment Act, and all state laws related to employment. Nothing in this provision is intended
to restrict Employee from submitting any matter to an administrative agency with jurisdiction over such matter.


 


12.1.         Mediation.
Employer and Employee will make a good faith attempt to resolve any and all claims and disputes by submitting them to mediation
before resorting to arbitration or any other dispute resolution procedure. The mediation of any claim or dispute must be conducted
in Massachusetts in accordance with the then-current JAMS procedures for the resolution of employment disputes by mediation, by
a mediator who has had both training and experience as a mediator of general employment and commercial matters. If the Parties
to this Agreement cannot agree on a mediator, then the mediator will be selected by JAMS in accordance with JAMS’ strike
list method. Within thirty (30) days after the selection of the mediator, Employer and Employee and their respective attorneys
will meet with the mediator for one mediation session of at least four hours. If the claim or dispute cannot be settled during
such mediation session or mutually agreed continuation of the session, either Employer or Employee may give the mediator and the
other Party to the claim or dispute written notice declaring the end of the mediation process. All discussions connected with this
mediation provision will be confidential and treated as compromise and settlement discussions. Nothing disclosed in such discussions,
which is not independently discoverable, may be used for any purpose in any later proceeding. The mediator’s fees shall be
paid entirely by the Company.


 


12.2.         Arbitration.
If any claim or dispute has not been resolved in accordance with Section 12.1, then the claim or dispute will be determined
by arbitration in accordance with the then-current JAMS employment arbitration rules and procedures, except as modified herein,
said arbitration to occur in Massachusetts. Employee understands that Employee may only bring such claims in Employee’s individual
capacity, and not as a plaintiff or class member in any purported class proceeding or any purported representative proceeding.
The arbitration will be conducted by a sole neutral arbitrator who has had both training and experience as an arbitrator of general
employment and commercial matters and who is and for at least ten (10) years has been, a partner, a shareholder, or a member
in a law firm. If Employer and Employee cannot agree on an arbitrator, then the arbitrator will be selected by JAMS in accordance
with Rule 15 of the JAMS employment arbitration rules and procedures. No person who has served as a mediator under the
mediation provision, however, may be selected as the arbitrator for the same claim or dispute. Reasonable discovery will be permitted
and the arbitrator may decide any issue as to discovery. The arbitrator may decide any issue as to whether or as to the extent
to which any dispute is subject to the dispute resolution provisions in Section 12 and the arbitrator may award any relief
permitted by law. The arbitrator must base the arbitration award on the provisions of Section 12 and applicable law and must
render the award in writing, including an explanation of the reasons for the award. Judgment upon the award may be entered by any
court having jurisdiction of the matter, and the decision of the arbitrator will be final and binding. The statute of limitations
applicable to the commencement of a lawsuit will apply to the commencement of an arbitration under Section 12.2. The arbitrator’s
fees shall be paid entirely by the Company.


 


13.         Disclosure
to Future or Potential Employers. Employee agrees to reveal the terms of this Agreement
as it relates to non-solicitation, confidentiality, inventions and patents and work product and copyrights to any future employer
or potential employer of Employee and authorizes Employer, at its election, to make disclosure regarding said provisions.


 






    	 	12	 



     


    

 


14.         Representation
of Employee. Employee represents and warrants to Employer that Employee is free to enter
into this Agreement and has no contract, commitment, arrangement or understanding to or with any party that restrains or is in
conflict with Employee’s performance of the covenants, services and duties provided for in this Agreement. Employee agrees
to indemnify Employer and to hold it harmless against any and all liabilities or claims arising out of any unauthorized act or
acts by Employee that, the foregoing representation and warranty to the contrary notwithstanding, are in violation, or constitute
a breach, of any such contract, commitment, arrangement or understanding.


 


15.         Conditions
of Employment. Employer’s obligations to Employee under this Agreement are conditioned
upon Employee’s timely submission of satisfactory proof of Employee’s legal authorization to work in the United States,
as required by United States immigration laws.


 


16.         Assignability.
During Employee’s employment, this Agreement may not be assigned by either Party
without the written consent of the other. However, Employer may assign its rights and obligations under this Agreement without
Employee’s consent to a successor by sale, merger or liquidation, if such successor carries on the business substantially
in the form in which it is being conducted at the time of the sale, merger or liquidation. This Agreement is binding upon Employee,
Employee’s heirs, personal representatives and permitted assigns and on Employer, its successors and assigns. The Employer
shall assign its rights and obligations hereunder to any person or entity that succeeds to all or substantially all of the Company’s
business or that aspect of the Company’s business in which Employee is principally involved and shall require such person
or entity to assume the Employer’s rights and obligations hereunder. For the avoidance of doubt, if Employee remains employed
or becomes employed by the Employer, the purchaser or any of their affiliates in connection with any such transaction, then Employee
shall not be entitled to any severance pay or benefits pursuant to Section 5.2 or 6.2 of this Agreement solely as a result
of such transaction.


 


17.         Notices.
Any notices required or permitted to be given hereunder are sufficient if in writing and
delivered by hand, or email, by registered or certified mail, or by overnight courier, to Employee at his current address on file
with the Company and ingmar.bruns@me.com, or to Employer at Trillium Therapeutics USA Inc. c/o Trillium Therapeutics Inc., 2488
Dunwin Drive, Mississauga, Ontario, L5L 1J9. Notices shall be deemed to have been given (i) upon delivery, if delivered by
hand, (ii) seven days after mailing, if mailed, (iii) one business day after delivery, if delivered by courier, and (iv) one
business day following receipt of an appropriate electronic confirmation, if by email.


 


18.         Severability.
If any provision of this Agreement or compliance by any of the Parties with any provision
of this Agreement constitutes a violation of any law, or is or becomes unenforceable or void, then such provision, to the extent
only that it is in violation of law, unenforceable or void, shall be deemed modified to the extent necessary so that it is no
longer in violation of law, unenforceable or void, and such provision will be enforced to the fullest extent permitted by law.
The Parties shall engage in good faith negotiations to modify and replace any provision which is declared invalid or unenforceable
with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable
provision which it replaces. If such modification is not possible, said provision, to the extent that it is in violation
of law, unenforceable or void, shall be deemed severable from the remaining provisions of this Agreement, which provisions will
remain binding on the Parties.


 






    	 	13	 



     


    

 


19.         Waivers.
No failure on the part of either Party to exercise, and no delay in exercising, any right
or remedy hereunder will operate as a waiver thereof; nor will any single or partial waiver of a breach of any provision of this
Agreement operate or be construed as a waiver of any subsequent breach; nor will any single or partial exercise of any right or
remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or
by law.


 


20.         Governing
Law and Venue. The validity, construction and performance of this Agreement shall be governed
by the laws of the Commonwealth of Massachusetts without regard to the conflicts of law provisions of such laws. To the extent
that any court action is permitted consistent with Section 11 of this Agreement or to enforce Section 12 of this Agreement,
a court of competent jurisdiction in Massachusetts shall have exclusive jurisdiction and venue of any such lawsuit, and Employee
and Employer consent to such venue and personal jurisdiction.


 


21.         Section 280G
Safe Harbor Cap. If it shall be determined that any payment or distribution or any part
thereof of any type to or for the benefit of Employee whether pursuant to this Agreement or any other agreement between Employee
and Employer, or any person or entity that acquires ownership or effective control of Employer, or ownership of a substantial portion
of Employer’s assets (within the meaning of Section 280G of the Code) whether paid or payable or distributed or distributable
pursuant to the terms of the Agreement or any other agreement, (the “Total Payments”), is or will be subject to the
excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced to
the maximum amount that could be paid to Employee without giving rise to the Excise Tax (the “Safe Harbor Cap”), if
the net after- tax payment to Employee after reducing Employee’s Total Payments to the Safe Harbor Cap is greater than the
net after-tax (including the Excise Tax) payment to Employee without such reduction.


 


The reduction
of the amounts payable hereunder, if applicable, shall be made by reducing payments that trigger the excise tax, and such reductions
will be first the payment made pursuant to the Agreement and then to payments pursuant to any other agreements that are not subject
to Section 409A of the Code, and finally to payments pursuant to any other agreements that are subject to Section 409A
of the Code, provided that Employee shall have no ability to designate the order of such reductions. All mathematical determinations,
and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G
of the Code), that are required to be made under this Section 21, including determinations as to whether the Total Payments
to Employee shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall
be made by a nationally recognized accounting firm selected by Employer (the “Accounting Firm”).


 


If the Accounting
Firm determines that the Total Payments to Employee shall be reduced to the Safe Harbor Cap (the “Cutback Payment”)
and it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding
which has been finally and conclusively resolved, that the Cutback Payment is in excess of the limitations provided in this Section 11
(such excess amount hereinafter referred to as an “Excess Payment”), such Excess Payment shall be deemed for all purposes
to be an overpayment to Employee made on the date such Employee received the Excess Payment. Employer or Employee, as applicable,
shall notify the other within 30 days of its receipt of such final determination of the amount of the Excess Payment, along with
a copy of the final determination, and Employee shall repay the Excess Payment amount to Employer within 30 days of such notification;
provided, however, if Employee shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of
the obligation to repay Employer), Employee shall provide Employer with written evidence of such requirement to pay an Excise
Tax amount, and shall then be required to repay the Excess Payment reduced by such Excise Tax amount (or if already paid by Employee,
Employer shall reimburse Employee within 10 days of proof of payment).


 






    	 	14	 



     


    

 


22.         409A
Savings Clause. The intent of the Parties is that payments and benefits under this Agreement
will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and
guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted,
this Agreement shall be interpreted to be in compliance therewith. For purposes of Code Section 409A, the right to a series
of installment payments under this Agreement shall be treated as a right to a series of separate payments. To the extent that any
provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and
shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Employee and the Company
of the applicable provision without violating the provisions of Code Section 409A. In no event whatsoever shall the Company
be liable for any additional tax, interest or penalty that may be imposed on Employee by Code Section 409A or damages for
failing to comply with Code Section 409A. Notwithstanding anything herein to the contrary, a termination of employment shall
be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning
of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits
in connection with a termination of employment and that is subject to Code Section 409A and, for purposes of any such provision
of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean
a “separation from service.” If a payment obligation
under this Agreement arises on account of Employee’s separation from service while Employee is a "
specified employee"
(as defined under Code Section 409A(a)(2)(B)(i) and determined in
good faith by the Company), any
payment of "deferred
compensation" (as
defined under Treasury Regulation Section l .409A-l (b)(1), after
giving effect to the exemptions in Treasury Regulation Sections 1.409A-l(b)(3) through (b)(l2)) that is scheduled to be paid
within six (6) months after such separation from service shall accrue without interest and shall be paid within 15 days after
the end of the six:-month period beginning on the date of such separation from service or,
if earlier, within
15 days after the Employee's
death. Notwithstanding any other provision to the contrary, in no event shall any payment
under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to
offset by any other amount unless otherwise permitted by Code Section 409A.


 


23.         Counterparts.
This Agreement may be executed in counterpart in different places, at different times
and on different dates, and in that case all executed counterparts taken together collectively constitute a single binding agreement.


 






    	 	15	 



     


    

 


24.         Withholding;
Tax Effect. All payments made by the Company to the Employee under this Agreement shall
be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall
be construed to require the Company to make any payments to compensate the Employee for any adverse tax effect associated with
any payments or benefits or for any deduction or withholding from any payment or benefit.


 


25.         Costs
and Fees Related to Negotiation and Execution of Agreement. Employee has read this Agreement
carefully and understands each of its terms and conditions. Employee acknowledges and agrees that he has been advised to seek the
advice of independent legal counsel to the extent Employee deems such advice necessary in connection with the review and execution
of this Agreement. Each Party shall be responsible for the payment of its own costs and expenses, including legal fees and expenses,
in connection with the negotiation and execution of this Agreement. Neither Party will be liable for the payment of any commissions
or compensation in the nature of finders’ fees or brokers’ fees, gratuity or other similar thing or amount in consideration
of the other Party entering into this Agreement to any broker, agent or third party acting on behalf of the other Party.


 


26.         Entire
Agreement. This instrument contains the entire agreement of the Parties with respect to
the relationship between Employee and Employer and supersedes all prior agreements and understandings, and there are no other representations
or agreements other than as stated in this Agreement related to the terms and conditions of Employee’s employment. This Agreement
may be changed only by an agreement in writing signed by the Party against whom enforcement of any waiver, change, modification,
extension or discharge is sought, and any such modification will be signed by Employer. The provisions of this Agreement shall
survive the termination of this Agreement and/or the termination of the Employee’s employment to the extent necessary to
effectuate the terms contained herein.


 


IN WITNESS WHEREOF, the
Parties have duly signed and delivered this Agreement as of the day and year first above written.


 


 


	 	EMPLOYER	 
	 	 	 
	 	 	 
	 	By: 	/s/ Jan Skvarka 	 
	 	Name:	Jan Skvarka	 
	 	Title:	CEO	 



 


 


	 	EMPLOYEE	 
	 	 	 	 
	 	Signature:	/s/ Ingmar Bruns	 
	 	Name:	Ingmar Bruns