Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”), effective September 25, 2019 (“Effective Date”), is made between
Trillium Therapeutics USA Inc., a Delaware corporation (“Employer” or the “Company”), and Jan Skvarka (“Employee”).
Employee and the Company are sometimes referred to herein as the “Parties.”


 


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 Executive Officer, in which capacity Employee has 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 agree as follows:


 


1.          Employment.
Employer hereby employs Employee, and Employee agrees to be employed as its Chief Executive
Officer. In this role, Employee will report directly to the Board of Directors 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. Employee will work primarily from Employer’s
office in Massachusetts, USA. Employee is expected and agrees to work from Employer’s office in Mississauga, Canada, as required
to perform Employee’s duty effectively, but no more than 50% of workdays in any given calendar year, and the travel cost
of which shall be borne by Employer. During Employee’s employment, Employee will not engage in any other business activity
which, in the reasonable judgment of Employer, conflicts with the duties of Employee under this Agreement, whether or not such
activity is pursued for gain, profit or other pecuniary advantage; provided, that Employee may serve on the board of one other
company or entity, as long as such activities do not unreasonably interfere or conflict with the performance of Employees’
duties for the Company.


 






     


     


    

 


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.


 


3.1.          Base
Salary. Employer will pay to Employee a base salary (“Base Salary”) at an
annual rate of five hundred thousand and 00/100 U.S. Dollars ($500,000), payable in such installments (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 fifty percent (50%) at target of
Employee’s then-current Base Salary (for calendar year 2019, the bonus amount shall be prorated for the period commencing
on the Effective Date and ending on December 31, 2019), 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 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 1.8 million 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


 


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 twenty-five thousand
and 00/100 U.S. Dollars ($25,000), 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 a pro-rata portion of the signing bonus, which amount shall be determined by reducing the amount owed by a
proportionate part of the full 12 months as Employee completes each full month of service. 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.


 






    	 	3	 



     


    

 


		4.	Other Benefits.



 


4.1.          Vacations,
Holidays and Expenses. For the duration of Employee’s employment hereunder, Employee
will be provided four weeks of paid vacation. 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.


 


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 amounts 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.


 






    	 	4	 



     


    

 


		5.	Termination Or Discharge By Employer.



 


5.1.          For
Cause. Employer will have the right to immediately terminate Employee’s services
and this Agreement for Cause. “Cause” means the reasonable and good faith belief by a vote of two thirds (2/3) of
the Board of Directors of the Company 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 Board (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 Board; (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 15-day opportunity
to cure such grounds. 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.


 


Upon
termination of Employee’s employment hereunder for Cause, Employer shall pay any compensation, inclusive of unpaid bonus,
and other amounts earned through the date of termination under the applicable plan or policy. Employee will have no rights to any
unvested benefits or any other compensation or payments after the termination date except for Employee’s final wages and
any amounts due to Employee under the applicable plan or policy.


 


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 any compensation, inclusive of unpaid bonus, and
other amounts earned through the date of termination under the applicable plan or policy, 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 twelve (12) months from the termination date; provided, further, that if Employee’s termination is
due to a Change of Control pursuant to Section 3.3 above, 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 eighteen (18) months from the termination date.
Furthermore, Employer will pay to Employee a lump sum amount equal to twelve (12) times the employer paid portions of the monthly
premiums in effect at the date of termination for medical, dental and vision coverage in which the Employee participated as of
the date of termination; for clarity, such lump sum amount is part of the Severance Pay. Employee shall only be entitled to such
Severance Pay 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 status 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. Employee shall only be entitled to Severance Pay 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,
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 in Section 3.3, other than forgiveness of any signing bonus, as per Section 3.4 above.


 






    	 	5	 



     


    

 


		5.3.	Death or Disability



 


Employee’s employment
shall terminate automatically upon Employee’s death during the Employment Period. Either Employer or Employee may terminate
Employee’s employment in the event of Employee’s Disability during the Employment Period. If Employer determines in
good faith that the Disability of Employee has occurred during the Employment Period (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 Board of Director of Employer
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 all compensation, inclusive of unpaid bonus, and other amounts earned through the date of termination
under the applicable plan or policy. 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 Without 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. 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 both Boston-metro area and Toronto-metro area, 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 15-day opportunity to cure such grounds; and (ii) if the Employer did not cure such grounds to Employee’s reasonable
satisfaction, 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 any compensation, inclusive of unpaid bonus, and other amounts
earned through the date of termination under the applicable plan or policy Employee shall also be entitled to the “Severance
Pay” as defined in Section 5.2 above.


 






    	 	6	 



     


    

 


		7.	Restrictive Covenants.



 


7.1.          Non-solicitation
Covenant. During the Restricted Period, 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.


 


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.


 






    	 	7	 



     


    

 


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 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.


 






    	 	8	 



     


    

 


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 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


 


10.4.          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.


 






    	 	9	 



     


    

 


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.


 


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 will be paid in equal portions by Employer and Employee, unless Employer agrees to pay all such fees.


 






    	 	10	 



     


    

 


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. 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 will be paid in equal portions by Employer and Employee, unless Employer agrees to pay all such fees.


 


13.          Fees
Related to Dispute Resolution. Unless otherwise agreed, the prevailing party will be entitled to its costs and attorneys’
fees incurred in any litigation or dispute relating to the interpretation or enforcement of this Agreement Disclosure. 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.


 


15.          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.


 






    	 	11	 



     


    

 


16.          Conditions
of Employment. Employer’s obligations to Employee under this Agreement are conditioned
upon Employee’s timely compliance with requirements of the United States immigration laws.


 


17.          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.


 


18.          Notices.
Any notices required or permitted to be given hereunder are sufficient if in writing and
delivered by hand, by facsimile or email, by registered or certified mail, or by overnight courier, to Employee at 143 Annawan
Road, Waban, MA 02468 and jskvarka@gmail.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 facsimile or by email.


 


19.          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.


 


20.          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.


 






    	 	12	 



     


    

 


21.          Governing
Law and Venue. Except as provided in Section 12 above, 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. A court of competent jurisdiction in Massachusetts shall have exclusive jurisdiction and venue
of any lawsuit arising from or relating to Employee’s employment with, or termination from, Employer, or arising from or
relating to this Agreement. Employee and Employer consent to such venue and personal jurisdiction.


 


22.          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).


 






    	 	13	 



     


    

 


23.          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.


 


24.          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.


 


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.


 






    	 	14	 



     


    

 


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.


 


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


 


 


	 	EMPLOYER

                     
	 
	 	 	 
	 	By: 	/s/ Robert Kirkman 	 
	 	Name:	Robert Kirkman	 
	 	Title:	Executive Chair	 



 


 


	 	EMPLOYEE	 
	 	 	 	 
	 	Signature:	/s/ Jan Skvarka 	 
	 	Name:	Jan Skvarka