Trillium Therapeutics Inc.: Exhibit 4.2 - Filed by newsfilecorp.com






Exhibit 4.2

DEBENTURE PURCHASE AGREEMENT 

AND 

MERGER AGREEMENT 

AMONG 

STEM CELL THERAPEUTICS CORP.

 - and - 

2364556 ONTARIO INC. 

- and - 

TRILLIUM THERAPEUTICS INC.

 - and - 

COVINGTON FUND II INC. 

- and - 

GROWTHWORKS CANADIAN FUND LTD.

 - and -

 BDC CAPITAL INC. 

- and - 

MaRS INVESTMENT ACCELERATOR FUND INC. 

 

March 25, 2013 




Table of Contents 


	  	  	  	Page 
	  	  	  	  
	1. 	INTERPRETATION 	2 
	  	1.1 	Definitions 	2 
	  	1.2 	Currency 	7 
	  	1.3 	Interpretation 	7 
	  	1.4 	Knowledge and Disclosure 	8 
	  	1.5 	Number and Gender 	8 
	  	1.6 	Date of any Action 	9 
	  	1.7 	Accounting Matters 	9 
	  	1.8 	Statutory References 	9 
	  	1.9 	Legal, Valid and Binding 	9 
	  	1.10 	Appendices and Schedules 	9 
	  	  	  	  
	2. 	THE TRANSACTION 	10 
	  	2.1 	The Transaction 	10 
	  	2.2 	Trillium Meeting 	11 
	  	2.3 	Purchase and Sale of Debentures 	11 
	  	2.4 	Withholding 	12 
	  	  	  	  
	3. 	REPRESENTATIONS AND
      WARRANTIES 	13 
	  	3.1 	Mutual Representations and Warranties 	13 
	  	3.2 	Representations and Warranties
      of Stem Cell 	16 
	  	3.3 	Representations and Warranties of Trillium 	24 
	  	  	  	  
	4. 	PURCHASE OF DEBENTURES AND
      CANCELATION OF WARRANTS 	32 
	  	4.1 	Representations and Warranties
      of the Debentureholders 	32 
	  	  	  	  
	5. 	COVENANTS 	33 
	  	5.1 	Mutual Covenants of Stem Cell, Trillium and
      Acquisitionco 	33 
	  	5.2 	Access to Information 	39 
	  	5.3 	Covenants of Debentureholders 	40 
	  	5.4 	Additional Mutual Covenants 	40 
	  	5.5 	Confidentiality 	41 
	  	5.6 	Privacy Matters 	42 
	  	5.7 	Directors and Officers 	43 
	  	5.8 	Employee Benefits and Related
      Matters 	43 
	  	5.9 	Non-Solicit 	44 
	  	5.10 	Right to Accept a Superior
      Proposal 	45 
	  	  	  	  
	6. 	CONDITIONS PRECEDENT     	45 
	  	6.1 	Mutual Conditions Precedent 	45 
	  	6.2 	Additional Conditions Precedent
      to the Obligations of Trillium and Debentureholders 	46 

	  	6.3 	Additional Conditions Precedent
      to the Obligations of Stem Cell and Acquisitionco 	 47









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	7. 	TERMINATION OF
      AGREEMENT 	48 
	  	7.1 	Termination by Certain Parties 	48 
	  	7.2 	Void upon Termination 	49 
	  	7.3 	Non-Completion Fee Payable by Trillium 	49 
	  	7.4 	Notice of Unfulfilled
      Conditions 	50 
	  	  	  	  
	8. 	GENERAL 	50 
	  	8.1 	Notices 	50 
	  	8.2 	Fees and Expenses 	52 
	  	8.3 	No Assignment 	52 
	  	8.4 	Binding Effect 	52 
	  	8.5 	Time of Essence 	53 
	  	8.6 	Public Announcements 	53 
	  	8.7 	Governing Law 	53 
	  	8.8 	Entire Agreement 	53 
	  	8.9 	Third Party Rights 	53 
	  	8.10 	Amendment 	54 
	  	8.11 	Waiver, Modifications and Remedies 	54 
	  	8.12 	Severability 	55 
	  	8.13 	Mutual Interest 	56 
	  	8.14 	Further Assurances 	56 
	  	8.15 	Injunctive Relief 	56 
	  	8.16 	No Personal Liability 	56 
	  	8.17 	Counterparts and Execution 	56 



	APPENDIX A 	A-1 
	APPENDIX B 	B-1 
	APPENDIX C 	C-1 






DEBENTURE PURCHASE AGREEMENT 

AND 

MERGER AGREEMENT 

THIS AGREEMENT made the 25th day of March, 2013, 

	AMONG: 	STEM CELL THERAPEUTICS CORP., a body
      corporate incorporated under the Business Corporations Act
      (Alberta) 
	 	 
	  	(“Stem Cell”) 
	 	 
	AND: 	2364556 ONTARIO INC., a corporation
      incorporated under the Business Corporations Act (Ontario) 
	 	 
		 (“Acquisitionco”) 
	 	 
	AND: 	TRILLIUM THERAPEUTICS INC., a
      corporation incorporated under the Business Corporations Act
      (Ontario) 
	 	 
	  	(“Trillium”) 
	 	 
	AND: 	COVINGTON FUND II INC. 
	 	 
	  	(“Covington”) 
	 	 
	AND: 	GROWTHWORKS CANADIAN FUND LTD. 
	 	 
	  	(“GrowthWorks”) 
	 	 
	AND: 	BDC CAPITAL INC. 
	 	 
	  	(“BDC”) 
	 	 
	AND: 	MaRS INVESTMENT ACCELERATOR FUND INC.
  
	 	 
	  	(“IAF”) 
	 	 
		(Covington, GrowthWorks, BDC and IAF
      collectively, the “Debentureholders”) 


WHEREAS: 

	A. 	
      The Board of Directors of each of Stem Cell and Trillium
      has determined that it is in the best interests of Stem Cell and Trillium,
      respectively, to combine the businesses carried on by each of
  them;

	 	 
	B. 	
      Stem Cell has taken the initiative in incorporating and
      organizing Acquisitionco and is the legal and beneficial owner of all of
      the issued and outstanding shares of
Acquisitionco;







- 2 - 

	C. 	
      The parties have agreed to effect the proposed business
      combination by way of an amalgamation involving Trillium and its
      shareholders, Acquisitionco and Stem Cell;

	 	 
	D. 	
      Trillium has previously issued convertible secured
      debentures (the “Debentures”) in the aggregate principal amount of
      $10,000,000 which are currently held by the Debentureholders and which are
      convertible into the Class A preference shares of Trillium (the
      “Trillium Class A Pref Shares”);

	 	 
	E. 	
      Certain of the Debentureholders are also the registered
      holders of 3 Trillium Class A Pref Shares and the Debentureholders are
      also the holders of 5,300,752 Trillium Class A Pref Warrants (as
      hereinafter defined);

	 	 
	F. 	
      Trillium has issued and outstanding stock options to
      acquire 1,418,250 Trillium Common Shares pursuant to the ESOP (as
      hereinafter defined);

	 	 
	G. 	
      In furtherance of the foregoing Transaction (as defined
      herein), the Debentureholders wish to sell, and Stem Cell wishes to
      purchase the Debentures at the Debenture Purchase Price (as defined
      herein) pursuant to the terms and conditions of this Agreement.
      Concurrently with such purchase of Debentures, the Debentureholders shall
      also tender all of their Trillium Class A Pref Warrants for consideration
      of $1.00.

	 	 
	H. 	
      The parties have agreed to enter into this Agreement
      setting out the terms and conditions on which the Transaction will be
      carried out;



NOW THEREFORE in consideration of the mutual covenants
and agreements herein contained and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by each of the
parties hereto, the parties hereto hereby agree as follows: 

	1. 	
      INTERPRETATION

	 	 
	1.1 	
      Definitions



In this Agreement, unless otherwise defined or expressly stated
herein or unless the context otherwise requires: 

“Acquisition Proposal” means any of the following (other
than the transactions contemplated by this Agreement or the Arrangement): (a)
any merger, amalgamation, arrangement, share exchange, take-over bid, tender
offer, recapitalization, consolidation or business combination directly or
indirectly involving Trillium or any of its subsidiaries, (b) any acquisition of
assets representing 20% or more of the book value (on a consolidated basis) of
the assets of Trillium and its subsidiaries, taken as a whole (or any lease,
long-term supply agreement, exchange, mortgage, pledge or other arrangement
having a similar economic effect) in a single transaction or a series of related
transactions, (c) any acquisition of beneficial ownership of 20% or more of the
Trillium Shares in a single transaction or a series of related transactions, or
(d) any bona fide proposal to, or public announcement of an intention to,
do any of the foregoing; 

“Agreement” means this Agreement (including the
Schedules attached hereto) as the same may be amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms hereof; 

“Amalco” means the corporation resulting from the
amalgamation of Trillium and Acquisitionco; 




- 3 - 

“Amalco Class A Pref Shares” means the redeemable,
retractable Class A preferred share of Amalco, with a redemption price of
$0.00000000000001 per share; 

“Amalco Class B Pref Shares” means the redeemable,
retractable Class B preferred shares of Amalco with a redemption price of
$0.00000000000001 per share; 

“Amalgamation” means the amalgamation of Trillium and
Acquisitionco arising as a result of the filing of the Articles of Amalgamation
pursuant to the Amalgamation Agreement; 

“Amalgamation Agreement” means the amalgamation
agreement to be entered into between Acquisitionco and Trillium in respect of
the Articles of Amalgamation substantially in the form attached hereto as
Appendix A; 

“Applicable Privacy Laws” means any and all applicable
Laws relating to privacy and the collection, use and disclosure of Personal
Information in all applicable jurisdictions, including the Personal
Information Protection and Electronic Documents Act (Canada) and any
comparable provincial law; 

“Applicable Securities Laws” at any time means the
applicable securities legislation of each province and territory of Canada and
the respective rules and regulations made or promulgated under that legislation
and the published forms and blanket rulings and orders issued by the regulatory
authorities administering that legislation in effect at such time, in each case
as amended and in force from time to time; 

“Articles of Amalgamation” means the articles of
amalgamation and related amalgamation agreement giving effect to the
amalgamation of Acquisitionco and Trillium, substantially in the form attached
hereto as Appendix B; 

“Business Day” means any day other than a Saturday or
Sunday or a day observed as a holiday in Toronto, Ontario; 

“Commercially reasonable efforts” with respect to any
party hereto means the agreement of such party to use and cause the affiliates
of such party controlled by it to use their respective reasonable efforts
consistent with reasonable commercial practice without payment or incurrence of
any liability or obligation, other than reasonable expenses, or the requirement
to engage in litigation; 

“Confidential Information” has the meaning defined in
section 5.5; 

“Constating documents” means, with respect to any
Person, the certificate and articles of incorporation, amalgamation or
continuation, by-laws, articles of organization, limited liability company
agreement, operating agreement, partnership agreement, certificate of formation,
formation agreement, joint venture agreement, unanimous shareholders agreement
or declaration or similar charter or governing documents of such Person; 

“Debentureholders” means collectively, Covington,
GrowthWorks, BDC and IAF; 

“Debentures” means the 12% convertible secured
debentures of Trillium presently held by the Debentureholders in the aggregate
principal amount of $10,000,000 with a maturity date of October 31, 2013; 




- 4 - 

“Debenture Purchase Price” has the meaning ascribed
there to in Section 2.3.2; 

“Depositary” means Computershare Trust Company of
Canada; 

“Effective Date” unless otherwise agreed to by the
parties hereto means the date on which all conditions to the completion of the
Transaction as set out in Article 6 have been satisfied or waived in accordance
with the provisions of this Agreement and all documents agreed to be delivered
hereunder have been delivered to the satisfaction of the parties hereto, acting
reasonably; 

“Effective Time” means the first moment in time on the
Effective Date upon the issue of the certificate of amalgamation issued by the
Director appointed under the Business Corporations Act (Ontario) in
respect of the amalgamation; 

“Encumbrance” means any mortgage, lien,
hypothec, security interest, pledge, or other encumbrance, charge or adverse
right or claim; 

“ESOP” means the 2003 Employee Stock Option Plan dated
April 10, 2003 established by Trillium; 

“Exchange” means the TSX Venture Exchange; 

“Governmental Authority” means (i) any federal,
provincial, state, regional, municipal, local or other government or
governmental body and any ministry, department, division, bureau, agent, agency,
commission, board or authority of any government or governmental body, domestic
or foreign, (ii) any domestic, foreign or international judicial, quasi-judicial
or administrative court, tribunal, commission, board, panel, arbitrator or
arbitral body acting under the authority of any of the foregoing or (iii) any
quasi-governmental or private body exercising any statutory, regulatory,
expropriation or taxing authority under the authority of any of the foregoing;


“Laws” means all laws, statutes, codes, ordinances,
decrees, rules, regulations, by-laws, judicial or arbitral or administrative or
ministerial or departmental or regulatory judgments, orders, decisions, rulings,
determinations or awards of any Governmental Authority having the force of law
and any legal requirements or bases of liability under the common law and the
term “applicable” with respect to such Laws and, in the
context that refers to any Person, means such Laws as are applicable to such
Person or its business, undertaking, property or securities and that emanate
from a Governmental Authority having jurisdiction over the Person or its
business, undertaking, property or securities; 

“Material Adverse Effect”, with respect to Stem Cell or
Trillium, means any change, event, occurrence, development or effect which has
or would reasonably be expected to have a durational material adverse effect on
the business, affairs, operations, results of operations, assets, properties,
capital, capitalization, condition (financial or otherwise), rights,
liabilities, obligations (whether absolute, accrued, conditional or otherwise),
prospects or privileges, whether contractual or otherwise, of the party and its
Subsidiaries, taken as a whole; 

“Material Contract” with respect to Stem Cell or
Trillium, means a contract, agreement, licence, indenture, other instrument,
commitment or right or obligation, whether or not in writing, (in this
definition, a “contract”) pursuant to which such party or any of its
Subsidiaries has material continuing contractual rights or obligations relating
to or affecting the conduct of its business or any of its property or assets;





- 5 - 

“Misrepresentation” means an untrue statement of a
material fact or an omission to state a material fact required to be stated or
necessary in order to make the statements made, in light of the circumstances
under which they were made, not false or misleading; 

“Parties” means, collectively, the parties to this
Agreement, and “party” means any one of them; 

“Person” includes an individual, sole proprietorship,
partnership, limited partnership, unincorporated association, unincorporated
syndicate, unincorporated organization, trust, body corporate, a natural person
in his or her capacity as trustee, executor, administrator, or other legal
representative, government or Governmental Authority; 

“Personal Information” means information about an
identifiable individual collected, used or disclosed by Intrawest or any of its
subsidiaries, such as an individuals’ name, address, age, gender, identification
number, income, family status, citizenship, employment, assets, liabilities,
source of funds, payment records, credit information, personal references and
health records; 

“Securities Act” means the Securities Act
(Ontario); 

“Securities Authorities” means the applicable securities
commissions and other securities regulatory authorities in Canada; 

“Stem Cell Common Shares” means the common shares in the
capital of Stem Cell; 

“Stem Cell Disclosure Record” means all documents and
information publicly filed by Stem Cell under Applicable Securities Laws since
December 31, 2011; 

“Stem Cell Financial Statements” means the audited
consolidated annual financial statements of Stem Cell as at and for the
financial year ended December 31, 2011 and the unaudited consolidated interim
financial statements of Stem Cell as at and for the nine-month period ending
September 30, 2012, including the notes thereto; 

“Stem Cell Intellectual Property Rights” has the meaning
defined in section 3.2.13; 

“Stem Cell Offering” means the public offering by way of
prospectus supplement, to the short form base shelf prospectus of Stem Cell,
qualifying the distribution of up to 14,000,000 Stem Cell Units at a price of
$0.25 per unit, resulting in gross proceeds of not less than $2,500,000 to Stem
Cell; 

“Stem Cell Reports” has the meaning defined in section
3.2.8(e); 

“Stem Cell Share Consolidation” means the consolidation
by Stem Cell of its 186,619,359 issued and outstanding Stem Cell Shares on
February 6, 2013 on the basis of one post-consolidation Stem Cell Share for
every 10 pre-consolidation Stem Cell Shares; 

“Stem Cell Supplement” means the prospectus supplement
of Stem Cell dated March 11, 2013 pursuant to the Stem Offering; 

“Stem Cell Technology” has the meaning defined in
section 3.2.13; 




- 6 - 

“Stem Cell Unit” means the units issued pursuant to the
Stem Cell Offering comprised of one Stem Cell Common Share and one Stem Cell
Common Share purchase warrant; 

“Subsidiary” means, with respect to a specified entity,
any: 

	(a) 	
      corporation of which issued and outstanding voting
      securities of each corporation to which are attached more than 50% of the
      votes that may be cast to elect directors of the corporation (whether or
      not shares of any other class or classes will or might be entitled to vote
      upon the happening of any event or contingency) are at the time owned by
      such specified entity and the votes attached to those voting securities
      are sufficient, if exercised, to elect a majority of the directors of such
      corporation;

	 	 
	(b) 	
      partnership, limited liability company, joint venture or
      other similar entity in which such specified entity has more than 50% of
      the equity interests and the power to direct the policies, management and
      affairs thereof; and

	 	 
	(c) 	
      a subsidiary (as defined in clauses (a) and (b) hereof)
      of any subsidiary (as so defined) of such specified
  entity;



“Superior Proposal” means any unsolicited bona
fide written proposal by a third party, directly or indirectly, to acquire
assets representing more than 50% of the book value (on a consolidated basis) of
Trillium’s total assets or more than 50% of the Trillium Shares, whether by way
of merger, amalgamation, arrangement, share exchange, take-over bid,
recapitalization, sale of assets or otherwise, and that in the good faith
determination of the Board of Directors of Trillium (a) is reasonably capable of
being completed without undue delay, taking into account all legal, financial,
regulatory and other aspects of such proposal and the party making such
proposal, and (b) would, if consummated in accordance with its terms, result in
a transaction more favourable to Trillium’s Securityholders from a financial
point of view than the transactions contemplated by this Agreement; 

“Tax Act” means the Income Tax Act, R.S.C. 1985
(5th Supp.) c. 1; 

“Taxes” means all Canadian federal, provincial,
municipal, local and foreign taxes, assessments and other governmental charges,
levies, duties, impositions and liabilities lawfully imposed by any Governmental
Authority, including taxes based or measured on gross receipts, income, profits,
sales, capital, use, occupation, net worth, goods and services, value added,
ad valorem, withholding, payroll or employment, franchise, premium, land
transfer, excise or property taxes, Canada or Quebec pension plan premiums,
social security premiums, workers’ compensation premiums, employment or
unemployment insurance premiums, stamp taxes and custom duties together with all
interest, penalties, fines and additions imposed with respect to such amounts;


“Transaction” means the proposed transaction pursuant to
the terms of this Agreement whereby Acquisitionco and Trillium will file the
Articles of Amalgamation and complete the Amalgamation pursuant to the
Amalgamation Agreement; (i) the holders of Trillium Class A Shares will receive
Amalco Class A Pref Shares on the basis of one (1) Amalco Class A Pref Shares
for every one (1) Trillium Class A Pref Share held; (ii) the holders of Trillium
Common Shares will receive Amalco Class B Pref Shares on the basis of one (1)
Amalco Class B Pref Shares for every one (1) Trillium Common Share held; and
(iii) concurrently with the amalgamation of Acquisitionco and Trillium, Stem
Cell will purchase all of the Debentures and Trillium Class A Pref Warrants; and
(iv) immediately following the amalgamation of Trillium and Acquisitionco into Amalco, Amalco shall redeem all of the
issued and outstanding Amalco Class A Pref Shares and Amalco Class B Pref
Shares; 




- 7 - 

“Transaction Resolutions” means the resolutions to be
considered and, if thought fit, passed by the Trillium Shareholders at the
Trillium Meeting to approve the Transaction; 

“Trillium Class A Pref Shares” means the Class A
preferred shares in the capital of Trillium; 

“Trillium Class A Pref Warrants” means the 5,300,752
share purchase warrants entitling the holders thereof to purchase Trillium Class
A Pref Shares; 

“Trillium Common Shares” means the common shares in the
capital of Trillium; 

“Trillium Financial Statements” means the audited annual
financial statements of Trillium as at and for the year ended June 30, 2012 and
the unaudited interim financial statements of Trillium as at and for the
three-month period ended September 30, 2012 including the notes thereto; 

“Trillium Intellectual Property Rights” has the meaning
defined in section 3.3.15; 

“Trillium Meeting” means the special meeting of Trillium
Shareholders, including any adjournment, adjournments, postponement or
postponements thereof, to be called to consider and, if thought fit, approve the
Transaction Resolutions; 

“Trillium Notice” means the notice of the Trillium
Meeting, including all schedules, appendices and exhibits thereto, to be sent to
the Trillium Shareholders in connection with the Trillium Meeting, as the same
may be amended, supplemented or otherwise modified from time to time; 

“Trillium Options” means the 1,418,250 issued and
outstanding options to purchase Trillium Common Shares; 

“Trillium Optionholders” means the holders of Trillium
Options as of the date hereof; 

“Trillium Securityholders” at any time mean the holders
of Trillium Class A Pref Shares, Trillium Common Shares, Trillium Class A Pref
Warrants and Debentures; 

“Trillium Shareholders” at any time mean the holders at
that time of Trillium Class A Shares and Trillium Common Shares; and 

“Trillium Technology” has the meaning defined in section
3.3.15. 

	1.2 	
      Currency



Except where otherwise specified, all sums of money which are
referred to in this Agreement are expressed in lawful money of Canada. 

	1.3 	
      Interpretation




	 	1.3.1 	
      Divisions and Headings. The division of this
      Agreement into Articles, sections, paragraphs and subparagraphs and the
      insertion of a table of contents and headings are for convenience of
      reference only and shall not affect the construction or interpretation of
      this Agreement.







- 8 - 

	 	1.3.2 	
      Agreement. The terms “this Agreement”,
      “hereof”, “herein”, “hereunder” and similar
      expressions refer to this Agreement, including the Schedules hereto, as a
      whole, and not to any particular Article, section or other portion or
      subdivision hereof.

	 	 	 
	 	1.3.3 	
      Division References. Unless a contrary intention
      appears, references in this Agreement to an Article, section, subsection,
      paragraph, clause, subclause or schedule by number or letter or both refer
      to that Article, section, subsection, paragraph, clause, subclause or
      schedule, respectively, bearing that designation in this
  Agreement.

	 	 	 
	 	1.3.4 	
      Date of Agreement. Any references to the date of
      this Agreement, “the date hereof” or similar expressions or
      references shall mean the date first written above, except as expressly
      provided herein. Unless otherwise defined or expressly stated or unless
      the context otherwise requires, all terms defined in this Agreement shall
      have the defined meanings when used in any certificate or other document
      made or delivered pursuant hereto.




	1.4 	
      Knowledge and
Disclosure




	 	1.4.1 	
      Knowledge. Any reference in this Agreement to the
      “knowledge” or the “awareness” of the senior officers or
      consultants of Stem Cell or Trillium, as the case may be, or of such
      party, shall (unless otherwise specified or the context otherwise
      requires) mean, in the case of Stem Cell the actual knowledge, after all
      due inquiry, of David Allan, Executive Chairman or James Parsons, Chief
      Financial Officer and, in the case of Trillium, the actual knowledge,
      after due inquiry, of Niclas Stiernholm, Chief Executive Officer, as
      applicable, as of the date of this Agreement, and does not include any
      knowledge or awareness of any other individual or any constructive,
      implied or imputed knowledge or awareness.

	 	 	 
	 	1.4.2 	
      No Admission. Disclosure of any item or other
      matter herein is disclosed solely for the purposes of this Agreement and
      no information set forth therein shall be construed as an admission or
      indication by any party hereto or to any third party of any matter
      whatsoever, including of any violation of law or breach of any contract or
      agreement.




	1.5 	
      Number and Gender




	 	1.5.1 	
      Number and Gender. Unless the context otherwise
      requires, words in this Agreement should be construed to refer to such
      gender or number as the circumstances require and words importing the
      singular number include the plural and vice versa; words importing any
      gender shall include all genders and neuter; and words importing persons
      shall include firms and corporations and vice versa.

	 	 	 
	 	1.5.2 	
      Includes. Whenever used in this Agreement, the
      words “including”, “includes” or “include” and similar terms of inclusion
      shall not, unless expressly modified by the words “only” or “solely”, be
      construed as terms of limitation, but rather be construed as though they
      were followed by the words “but not limited to” or “without limiting the
      generality of the foregoing”, so that references to
  included matters shall be regarded as
illustrative without being either characterizing or exhaustive. 







- 9 - 

	1.6 	
      Date of any Action



In the event that any date on which any action is required to
be taken hereunder by any of the parties hereto is not a Business Day, such
action shall be required to be taken on the next succeeding day which is a
Business Day. 

	1.7 	
      Accounting Matters




	 	1.7.1 	
      Generally Accepted Accounting Principles. Whenever
      in this Agreement reference is made to generally accepted accounting
      principles, such reference will be deemed to refer to applicable IFRS
      (International Financial Reporting Standards) or Canadian generally
      accepted accounting principles applicable as at the date on which any
      applicable calculation is made or required to be made in accordance with
      generally accepted accounting principles.

	 	 	 
	 	1.7.2 	
      Accounting Terms and Determinations. Unless
      otherwise stated, or the context otherwise requires, all accounting terms
      used in this Agreement in respect of Stem Cell or Trillium, as the case
      may be, will have the meanings attributable thereto under generally
      accepted accounting principles and all determinations of an accounting
      nature in respect of Stem Cell or Trillium, as the case may be, required
      to be made will be made in a manner consistent with generally accepted
      accounting principles consistently applied.




	1.8 	
      Statutory References



In this Agreement, unless something in the subject matter or
context is inconsistent therewith or unless otherwise herein provided, a
reference to any statute, enactment or legislation or to any section or
provision thereof include a reference to any order, ordinance, regulation, rule
or by-law or proclamation made under or pursuant to that statute, enactment or
legislation and all amendments, modifications, consolidations, re-enactments or
replacements thereof or substitutions therefore from time to time. 

	1.9 	
      Legal, Valid and Binding



All representations, warranties and covenants in this Agreement
as to any covenant, agreement or document being legal, valid and binding are
subject to the qualification that enforceability of such covenant, agreement or
document is subject to bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium and other Laws relating to or affecting the availability of
equitable remedies and the enforcement of creditors’ rights generally and
general principles of equity and public policy and to the qualification that
equitable remedies such as specific performance and injunction may be granted
only in the discretion of a court of competent jurisdiction and that enforcement
may otherwise be limited under applicable Laws. 

	1.10 	
      Appendices and Schedules



The following are the Appendices and Schedules to this
Agreement: 




- 10 - 


	Appendix A	Amalgamation Agreement
	Appendix B 	Articles of Amalgamation 
	Appendix C 	Schedules 
	Schedule 3.3.1 	Trillium Issued and Outstanding Trillium Securities 
	Schedule 3.3.15
	Trillium Intellectual Property Rights





	2. 	
      THE TRANSACTION

	 	 
	2.1 	
      The Transaction




	 	2.1.1 	
      Implementation of Transaction. Stem Cell,
      Acquisitionco and Trillium agree that the Transaction shall be implemented
      in accordance with and subject to the terms and conditions contained in
      this Agreement.

	 	 	 
	 	2.1.2 	
      Trillium Meeting. Subject to the terms of this
      Agreement and in accordance with applicable Laws, Trillium will convene
      and hold the Trillium Meeting on or about April 5, 2013 and not later than
      April 15, 2013, or such other date as may be agreed to by Stem Cell and
      Trillium, or as soon as reasonably practicable thereafter and will not,
      without the prior written consent of Stem Cell, which consent shall not be
      unreasonably withheld, cancel, postpone or adjourn the Trillium
      Meeting.

	 	 	 
	 	2.1.3 	
      Completion of Transaction. Subject to the
      satisfaction or waiver (subject to applicable Laws) of the conditions
      (excluding conditions that by their terms cannot be satisfied until the
      Effective Date, but subject to the satisfaction or, where permitted,
      waiver of those conditions as of the Effective Date) set forth in Article
      6 (as confirmed by each party hereto to the other in writing), as soon as
      reasonably practicable thereafter, the parties will complete the
      Transaction on the next Business Day following such satisfaction or
      waiver.

	 	 	 
	 	2.1.4 	
      Filing of Articles of Amalgamation. On the
      Effective Date the Amalgamation Agreement will be executed and Articles of
      Amalgamation will be filed.

	 	 	 
	 	2.1.5 	
      Purchase of the Debentures and Trillium Class A Pref
      Warrants. Concurrently with implementation of the Amalgamation, Stem
      Cell will purchase all of the Debentures and all of Trillium Class A Pref
      Warrants pursuant to the terms in Sections 2.3.3 and 2.3.4

	 	 	 
	 	2.1.6 	
      Redemption of Amalco Shares. Immediately following
      the Amalgamation, Amalco shall redeem all of the issued and outstanding
      Amalco Class A Pref Shares and Amalco Class B Pref Shares issued in
      connection with the Amalgamation.

	 	 	 
	 	2.1.7 	
      Closing. The closing of the Transaction will take
      place in the offices of McCarthy Tétrault LLP at Suite 3300, 421 - 7th
      Avenue SW, Calgary AB, T2P 4K9 (or such other time as may be agreed by
      Stem Cell, Trillium and the Debentureholders) on the Effective
  Date.







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	2.2 	
      Trillium Meeting




	 	2.2.1 	
      Trillium Notice

	 	 	 	 
	 		(a) 	
      Preparation of Trillium Notice. Subject to Stem
      Cell and Acquisitionco complying with sections 2.2.2, on or before March
      26, 2013, or such other date as may be agreed to by Stem Cell and
      Trillium, or as soon as reasonably practicable thereafter, Trillium will
      prepare the Trillium Notice.

	 	 	 	 
	 		(b) 	
      Mailing of Trillium Notice. As promptly as
      practicable after the completion of the Trillium Notice, Trillium will
      cause the Trillium Notice to be sent to the Trillium Shareholders as
      required by applicable Laws.

	 	 	 	 
	 		(c) 	
      Trillium Board Recommendation. Subject to a
      determination by the Board of Directors of a Superior Proposal, the
      Trillium Notice will set forth, among other things, the recommendation of
      the Board of Directors of Trillium that the Trillium Shareholders vote in
      favour of the Transaction Resolutions.




	 	2.2.2 	
      Stem Cell Opportunity to Review Trillium Notice.
      Trillium will provide Stem Cell and its representatives with a reasonable
      opportunity to review and comment on the Trillium Notice, and Stem Cell
      and Acquisitionco shall review in a timely and expeditious manner any
      information to be supplied by Stem Cell and Acquisitionco for inclusion in
      the Trillium Notice, prior to its being filed and sent to Trillium
      Shareholders in accordance with applicable laws.

	 	 	 
	 	2.2.3 	
      Trillium Notice. Trillium will ensure that the
      Trillium Notice complies with all requirements under the applicable
      laws.

	 	 	 
	 	2.2.4 	
      Dissents. Trillium will promptly advise Stem Cell
      of any written notice of dissent or purported exercise by any Trillium
      Shareholder of dissent rights received by the Trillium in relation to the
      Trillium Meeting and the Transaction Resolutions and any withdrawal of
      dissent rights received by Trillium.




	2.3 	
      Purchase and Sale of Debentures

	 	 	 
		2.3.1 	
      Subject to the terms and provisions hereof, each of the
      Debentureholders hereby severally, and not jointly and severally, agrees
      to, sell, transfer, assign and convey to Stem Cell and Stem Cell agrees to
      purchase from such Debentureholder that all of the Debentures held by such
      Debentureholder at the Effective Time. Schedule 3.3.1 sets out the
      holdings of the Debentures by Debentureholders at the date hereof. Each
      Debentureholder agrees not to transfer any of the Debentures except to a
      Person who agrees to be bound by the Debentureholder’s rights and
      obligations hereunder insofar as relate to the transferred Debenture(s).
      The sale of the Debentures shall be at the Debenture Purchase Price (as
      contemplated below).

	 	 	 
		2.3.2 	
      The aggregate purchase price of $2,850,000 (the
      “Debenture Purchase Price”) payable for the Debentures (which shall
      be allocated to each Debentureholder based upon their pro rata
      share of the principal amount of issued and outstanding Debentures
      plus accrued interest accumulated thereon, which for
the sake of clarity is as follows: (i) 51.36% to Covington,
      (ii) 21.0% to GrowthWorks, (iii) 19.26% to BDC and (iv) 8.38% to IAF;







- 12 - 

	 	2.3.3 	
      The Debenture Purchase Price will be paid by Stem Cell to
      the Debentureholders at the time of closing on the Closing Date as follows
      (all of which shall be in the proportions set out in Section
  2.3.2);

	 	 	 	 
	 		(a) 	
      $1,200,000 will be paid in cash by certified cheque, bank
      draft or wire transfer as each Debentureholders so directs in
    writing;

	 	 	 	 
	 		(b) 	
      $825,000 shall be paid by the issuance and delivery of
      2,779,181 Stem Cell Common Shares, based upon the 5-day volume weighted
      average price ending the trading day immediately prior to the announcement
      of the letter agreement between Stem Cell, Trillium and the
      Debentureholders, which issuance shall be evidenced by share certificates
      registered in the name of the respective Debentureholder or as a
      Debentureholder otherwise directs Stem Cell in writing prior to the
      Closing Date;

	 	 	 	 
	 		(c) 	
      $825,000 shall be paid by the issuance and delivery of
      3,300,000 Stem Cell Units based upon the price per Stem Cell Unit under
      the Stem Cell Offering, which issuance shall be evidenced by definitive
      certificates registered in the name of the respective Debentureholder or
      as a Debentureholder otherwise directs Stem Cell in writing prior to the
      Closing Date; For the sake of clarity, the common share purchase warrants
      comprising the foregoing Stem Cell Units shall be exercisable at $0.40 per
      share until 5:00 pm EST on March 11, 2018; and

	 	 	 	 
	 		(d) 	
      The percentages set forth in Section 2.3.2 are inclusive
      all accrued interest and there shall be no further adjustment to the
      Debenture Purchase Price for any accrued interest between the date hereof
      and the Closing Date.

	 	 	 	 
	 	2.3.4 	
      Concurrently with such purchase of Debentures, the
      Debentureholders shall also tender all of their Trillium Class A Pref
      Warrants for consideration of $1.00 per
Debentureholder.




	2.4 	
      Withholding



Trillium, Stem Cell, Acquisitionco or Amalco, as the case may
be, shall be entitled to deduct and withhold or cause to be deducted and
withheld, as appropriate, from any amount otherwise payable or deliverable
pursuant to this Agreement to any Trillium Securityholder (including any
consideration payable to holders of Trillium Class A Pref Shares, Trillium
Common Shares, Debentures or any payments to Trillium Shareholders that exercise
dissent rights with respect to the exercise of such rights) such amounts as are
required to be deducted and withheld with respect to any such payment by the Tax
Act and will be entitled to deduct and withhold such amounts as may be required
by any other Law relating to Taxes as counsel may advise is required to be made
by Trillium, Stem Cell, Acquisitionco or Amalco, as the case may be. To the
extent any amounts are so deducted and withheld and remitted or caused to be
deducted, withheld or remitted to the appropriate Governmental Authority by
Trillium, Stem Cell, Acquisitionco or Amalco, as the case may be, such amount
will be treated for all purposes of this Agreement as having been paid to the particular Trillium
Securityholder on account of the obligation to make any payments to such
Trillium Securityholder hereunder. 




- 13 - 

	3. 	
      REPRESENTATIONS AND WARRANTIES

	 	 
	3.1 	
      Mutual Representations and
  Warranties



Except as disclosed in writing by it to the other party, each
of Trillium, Stem Cell and Acquisitionco represents and warrants to the other
party and to the Debentureholders (as several, and not joint and several
representations) as follows and acknowledges that the other party and to the
Debentureholders is relying upon such representations and warranties in entering
into this Agreement: 

	 	3.1.1 	
      Organization and Capacity. It and each Subsidiary
      (if applicable):

	 	 	 	 
	 		(a) 	
      is a corporation duly incorporated, amalgamated or
      continued, or an entity duly formed, and is validly existing under the
      Laws of its respective jurisdiction of incorporation, amalgamation,
      continuation or formation;

	 	 	 	 
	 		(b) 	
      has the requisite corporate (or in the case of a
      non-corporate entity, other legal) power and capacity to own its assets as
      now owned and to carry on its business as it is now being carried on;
      and

	 	 	 	 
	 		(c) 	
      is duly registered or otherwise qualified or authorized
      to do business and, to the extent such concept is legally recognized, is
      in good standing in each jurisdiction in which the nature of its assets,
      or the nature of its activities, makes such registration, authorization or
      qualification necessary.

	 	 	 	 
	 		(a) 	
      Power and Authority. It has all requisite
      corporate power and authority to enter into this Agreement and (in the
      case of Trillium, subject to obtaining the approval of the Trillium
      Shareholders of the Transaction Resolutions) and to perform its
      obligations hereunder.

	 	 	 	 
	 		(b) 	
      Authorization and Binding Agreement. The execution
      and delivery of this Agreement has been duly authorized by all necessary
      corporate approvals (except, in the case of Trillium, subject to obtaining
      the approval of the Trillium Shareholders of the Transaction Resolutions),
      and no other corporate proceedings on its part are necessary to authorize
      the execution by it of this Agreement or the consummation by it of the
      Transaction (except, in the case of Trillium, subject to obtaining the
      approval of the Trillium Shareholders of the Transaction Resolutions), and
      this Agreement has been duly executed and delivered by it and constitutes
      a legal, valid and binding obligation of it enforceable against it in
      accordance with its terms.

	 	 	 	 
	 	3.1.3 	
      Approval by Directors. As at the date hereof, its
      Board of Directors has approved this Agreement and the Transaction and has
      determined that the Transaction is in its best interests (except that, in
      the case of Trillium and Stem Cell, certain directors have declared a
      conflict of interest and have refrained from voting) and those Trillium
      directors voting on the approval of this Agreement and
  the Transaction have resolved to unanimously recommend
      approval of the Transaction by the Trillium Shareholders.







- 14 - 

	 	3.1.4 	
      No Violations. Subject to obtaining the
      authorizations, consents and approvals referred to in sections 3.1.6,
      3.1.8, and 3.3.12 and complying with applicable corporate, securities,
      competition and anti-trust Laws, to the knowledge of such party, the
      execution and delivery by it of this Agreement and the performance by it
      of its obligations hereunder do not and will not (nor will they with the
      giving of notice or the lapse of time or both):

	 	 	 	 
	 		(a) 	
      result in a material contravention, breach or violation
      or default under any Laws applicable to it or any Subsidiaries (subject to
      compliance with any Laws contemplated by this Agreement);

	 	 	 	 
	 		(b) 	
      result in a material contravention, violation, breach or
      default under the constating documents of it or any
Subsidiaries;

	 	 	 	 
	 		(c) 	
      result in a material contravention, breach or default
      under or termination of, or accelerate or permit the acceleration of the
      performance required by, any Material Contract;

	 	 	 	 
	 		(d) 	
      result in the cancellation, suspension or material
      alteration in the terms of any material license, permit, approval or
      authorization from any Governmental Authority held by it or any of its
      Subsidiaries except for such licenses, permits, approvals or
      authorizations where the consent or approval or authorization of one or
      more Governmental Authorities is required in order to avoid such
      cancellation, suspension or alteration, which consent, approval or
      authorization is such that is required in the normal course or is of a
      purely administrative nature or which will either be obtained prior to the
      Effective Date or which can reasonably be expected to be obtained after
      the Effective Time without adverse effect on the conduct of the operations
      of such party or its Subsidiaries; or

	 	 	 	 
	 		(e) 	
      result in the creation or imposition of any Encumbrance
      upon any of the properties or assets of such party or any of its
      Subsidiaries,

	 	 	 	 
	 	3.1.5 	
      Compliance with Laws.

	 	 	 	 
	 		(a) 	
      Compliance with Laws. To the knowledge of such
      party, it and each Subsidiary is conducting its businesses in compliance,
      in all material respects, with all applicable Laws of each jurisdiction in
      which its business is carried on and is not in breach of any applicable
      Laws to which it is subject or which apply to it.

	 	 	 	 
	 		(b) 	
      Investigation or Review. To the knowledge of such
      party, no investigation or review by any Governmental Authority with
      respect to such party or any of its Subsidiaries is pending or to the
      knowledge of such party threatened, nor has any Governmental Authority
      indicated in writing an intention to conduct the
same.







- 15 - 

	 	3.1.6 	
      Consents, Approvals and Authorizations.

	 	 	 	 
	 		(a) 	
      Consents, Approvals and Authorizations. Such party
      and its Subsidiaries has obtained and is in compliance with licenses,
      permits, certificates, orders, grants, classifications, registrations and
      other consents, approvals and authorizations of any Governmental Authority
      required by applicable Laws necessary for such party or its Subsidiaries
      to own its respective assets and to lawfully carry on their respective
      businesses as they are now being carried on (for greater certainty,
      excluding any consent, approval or authorization by any Governmental
      Authority of any product or product candidate which is currently under
      development).

	 	 	 	 
	 		(b) 	
      No Violation. None of such party nor any of its
      Subsidiaries is in conflict with, or in default or violation of any of the
      consents, approvals or authorizations.

	 	 	 	 
	 	3.1.7 	
      Absence of Proceedings.

	 	 	 	 
	 		(a) 	
      Legal Proceedings. To the knowledge of such party,
      there is no court, administrative, regulatory or similar proceeding
      (whether civil, quasi-criminal or criminal), arbitration or other dispute
      settlement procedure, or any claim, action, suit, demand, arbitration,
      charge, indictment, hearing or other similar civil, quasi-criminal or
      criminal, administrative or investigative material matter or proceeding,
      or any investigation or inquiry by or complaint before any Governmental
      Authority (collectively, “proceedings”), against or involving it or
      any of its Subsidiaries, or any of the businesses, properties or assets of
      it or any of its Subsidiaries (whether in progress or, to the knowledge of
      such party, threatened) that could, if adversely determined, result in any
      claims against, or obligations or liabilities of, such party or any of its
      Subsidiaries.

	 	 	 	 
	 		(b) 	
      Judgments. To the knowledge of such party, no
      event has occurred which might reasonably be expected to give rise to any
      proceeding and there is no judgment, decree, injunction, rule, award or
      order of any Governmental Authority outstanding against it or any of its
      Subsidiaries in respect of their businesses, properties or
  assets.

	 	 	 	 
	 	3.1.8 	
      Governmental Approvals. No authorization, license,
      permit, certificate, registration, consent, order or approval of, or
      filing with, or notification to, any Governmental Authority is required to
      be obtained or made by or with respect to it or any of its Subsidiaries
      for the execution and delivery of this Agreement, the performance by it of
      its obligations hereunder or the consummation by it of the Transaction,
      other than:

	 	 	 	 
	 		(a) 	
      filing of the Articles of Amalgamation;

	 	 	 	 
	 		(b) 	
      filings required pursuant to Applicable Securities Laws;
      and

	 	 	 	 
	 		(c) 	
      conditional approval of the Exchange for the
      Transaction.







- 16 - 

	 	3.1.9 	
      Restrictions on Business Activities. To the
      knowledge of such party, there is no agreement, judgment, injunction,
      order or decree binding upon such party or any of its Subsidiaries that
      has or could reasonably expected to have the effect of prohibiting or
      materially restricting or impairing any business practice material to such
      party and its Subsidiaries, taken as a whole any acquisition of property
      material to such party and its Subsidiaries, taken as a whole or the
      conduct of business by such party and its Subsidiaries as currently
      conducted.




	3.2 	
      Representations and Warranties of Stem
  Cell



Stem Cell and Acquisitionco represent and warrant to Trillium
and to the Debentureholders as follows and acknowledge that Trillium and the
Debentureholders are relying upon these representations and warranties in
entering into this Agreement: 

	 	3.2.1 	
      Capital Structure. The authorized capital of Stem
      Cell consists of an unlimited number of Stem Cell Common Shares, Class B
      shares and first preferred shares. As at the date of this Agreement,
      30,976,936 Stem Cell Common Shares are outstanding and no Class B shares
      or first preferred shares are outstanding. All outstanding shares of
      capital of Stem Cell have been duly authorized and validly issued and are
      fully paid and non-assessable.

	 	 	 	 
	 	3.2.2 	
      Stem Cell Common Shares.

	 	 	 	 
	 		(a) 	
      Stem Cell Common Shares Issuable in Connection with
      the Transaction. The Stem Cell Common Shares to be issued under the
      Transaction, will be validly issued in compliance with the constating
      documents of Stem Cell and all applicable Laws, including the requirements
      of Applicable Securities Laws, and will be fully paid and
      non-assessable.

	 	 	 	 
	 		(b) 	
      Securities Exemptions. The Stem Cell Shares,
      Amalco Class A Pref Shares and Amalco Class B Pref Shares issued under the
      Transaction will be exempt from the dealer registration and prospectus
      requirements under Applicable Securities Laws in Canada. Subject to
      applicable law and the rules of the Exchange, the Stem Cell Shares and
      Stem Cell Units issued pursuant to the Transaction shall be freely
      tradeable.

	 	 	 	 
	 	3.2.3 	
      Subsidiaries.

	 	 	 	 
	 		(a) 	
      Ownership of Subsidiary. Stem Cell beneficially
      owns, directly or indirectly, all of the outstanding shares or other
      ownership interests of each of Acquisitionco and Stem Cell Therapeutics
      Inc. free and clear of any material Encumbrances.

	 	 	 	 
	 		(b) 	
      Rights to Acquire Securities. There is no
      outstanding option, warrant, put, call or other right, entitlement,
      agreement, understanding or commitment (pre-emptive, contingent or
      otherwise) giving any other Person the right to acquire any such share or
      ownership interest in any Subsidiary of Stem Cell and no option, warrant,
      subscription, put, call, conversion privilege, or other right, agreement,
      arrangement, entitlement, commitment or understanding (pre-emptive,
      contingent or otherwise) of any nature whatsoever obligating or which may
      obligate any such Subsidiary to issue or sell any share or ownership interest of such
      Subsidiary or security or obligation of any kind convertible into or
      exchangeable for, or otherwise evidencing a right to acquire, any shares
      or ownership interest of any such Subsidiary.







- 17 - 

    	 		(c) 	
      Acquisitionco. Without limiting the generality of
      the foregoing or of any other provision hereof, all of the outstanding
      shares of Acquisitionco are held and beneficially owned, directly by Stem
      Cell. Acquisitionco is a wholly-owed subsidiary of Stem Cell which has not
      carried on any business or operations of any kind and does not have any
      liabilities or obligations of any kind whatsoever and does not have any
      material assets.

	 	 	 	 
	 	3.2.4 	
      No Dissolution. No proceeding has been instituted
      or is pending for the dissolution, winding-up or liquidation of Stem Cell,
      Stem Cell Therapeutics Inc. or Acquisitionco.

	 	 	 	 
	 	3.2.5 	
      Rights to Acquire Securities.

	 	 	 	 
	 		(a) 	
      Outstanding Options and Warrants. As at the close
      of business on the date preceding the date of this Agreement there are
      outstanding employee stock options, warrants, securities or other rights
      to acquire Stem Cell Common Shares or any other securities in Stem Cell
      other than (i) employee stock options to purchase an aggregate of 700,000
      Stem Cell Common Shares with an average weighted exercise price of $1.03
      per share; (ii) an aggregate of 13,224,090 purchase warrants to purchase
      Stem Cell Common Shares with a weighted average exercise price of $0.48
      per share; and (iii) an aggregate of 941,323 compensation purchase
      warrants to purchase Stem Cell Common Shares with an exercise price of
      $0.36 per share.

	 	 	 	 
	 		(b) 	
      No Rights to Acquire Securities. Except for such
      securities in Section 3.2.5(b) and for the grant of employee stock options
      to employees as may be permitted pursuant to the terms of its existing
      stock compensation plan in the normal course, Stem Cell has no outstanding
      option, warrant, subscription, put, call or other right, entitlement,
      agreement, understanding or commitment (pre-emptive, contingent or
      otherwise) of any nature obligating or which may obligate it to issue or
      sell any shares or other securities, including any security or obligation
      of any kind convertible into or exchangeable for, or otherwise evidencing
      a right to acquire, any shares or other securities of Stem Cell.

	 	 	 	 
	 		(c) 	
      Securities Law Compliance. All shares and other
      securities of Stem Cell, including securities of Stem Cell that are
      convertible into, or exchangeable or exercisable for, or otherwise
      evidencing a right to acquire, any shares of Stem Cell, have been issued
      in compliance, in all material respects, with all applicable securities
      Laws.

	 	 	 	 
	 		(d) 	
      Voting Rights. Other than the securities in
      Section 3.2.5(b), there are no bonds, debentures or other evidence of
      indebtedness, or other securities, of Stem Cell or any of its Subsidiaries
      outstanding which have the right to vote generally (or are convertible into or exchangeable
      for or otherwise evidence a right to acquire, securities which have the
      right to vote generally) with the Stem Cell Common Shares on the election
      of directors of Stem Cell or other matters in respect of which holders of
      Stem Cell Shares are entitled to vote at general meetings of Stem
    Cell.







- 18 - 

    	 		(e) 	
      Agreements. There is no outstanding shareholder
      agreement, voting trust or right to require registration or qualification
      for sale to the public under any applicable securities laws (including the
      Applicable Securities Laws) or any other arrangement or commitment to
      which Stem Cell or any of its Subsidiaries is a party or bound, with
      respect to the voting, disposition or transfer of any outstanding
      securities of Stem Cell or any of its Subsidiaries or registration or
      qualification for sale to the public of any outstanding securities of Stem
      Cell or any of its Subsidiaries under any securities laws (including the
      Applicable Securities Laws).

	 	 	 	 
	 	3.2.6 	
      Financial Statements.

	 	 	 	 
	 		(a) 	
      Compliance with IFRS. The Stem Cell Financial
      Statements have been prepared in accordance with IFRS (International
      Financial Reporting Standards) applied on a basis consistent with those of
      previous years except as otherwise stated in the notes to such statements
      (provided that unaudited interim financial statements are subject to
      adjustment and the notes to such interim statements may not include all
      notes or footnotes required under IFRS).

	 	 	 	 
	 		(b) 	
      Contents. To the knowledge of Stem Cell, the Stem
      Cell Financial Statements, together with the related management’s
      discussion and analysis, present fairly, in all material respects, the
      financial position of Stem Cell and its Subsidiaries as at the respective
      dates thereof and the results of operations of Stem Cell and its
      Subsidiaries on a consolidated basis for the periods covered thereby
      (subject, in the case of unaudited statements, to the fact that such
      statements may not contain all notes or footnotes required under generally
      accepted accounting principles and subject to normal year-end adjustments
      that are not expected, individually or in the aggregate, to be material)
      and the notes to such financial statements and the related management’s
      discussion and analysis filed under the Applicable Securities Laws do not
      contain any misstatement of a material fact nor do they omit to state a
      material fact required to make any statement contained therein not
      misleading in light of the circumstances in which it was made.

	 	 	 	 
	 	3.2.7 	
      No Undisclosed Liability; Absence of Certain Changes
      or Events. Except as contemplated in the Stem Cell Disclosure Record
      and in this Agreement:

	 	 	 	 
	 		(a) 	
      No Undisclosed Liability. Stem Cell and its
      Subsidiaries have no material liability or material obligation of any
      nature (whether accrued, absolute, contingent or otherwise), which
      individually or in the aggregate has not been reflected in the Stem Cell
      Financial Statements and the related management’s discussion and analysis
      filed under the Applicable Securities Laws, other than liabilities,
      indebtedness or obligations incurred by Stem Cell and its Subsidiaries in the
      ordinary course of business and attributable to the period since December
      31, 2011 or incurred in connection with this Agreement or the transactions
      contemplated herein; and







- 19 - 

	 	(b) 	
      Absence of Certain Changes or Events. Since
      December 31, 2011:




	 	(i) 	
      Conduct of Business. Stem Cell and its
      Subsidiaries, taken as a whole, have conducted their business only in the
      ordinary course;

	 	 	 
	 	(ii) 	
      Liabilities and Obligations. To the knowledge of
      Stem Cell, no liability, indebtedness, obligation, expense, claim,
      deficiency, guarantee or endorsement of any kind or nature (whether
      accrued, absolute, contingent, matured, unmatured or otherwise and whether
      or not required to be reflected in financial statements and related
      management’s discussion and analysis in accordance with generally accepted
      accounting principles) material to Stem Cell and any Subsidiary, taken as
      a whole, has been incurred or assumed by Stem Cell or any Subsidiary other
      than liabilities or obligations incurred in the ordinary course of
      business or incurred in connection with this Agreement and the
      transactions contemplated herein;

	 	 	 
	 	(iii) 	
      No Material Adverse Effect. To the knowledge of
      Stem Cell, there has not occurred (or been threatened) any change, or any
      condition or event, which individually or in the aggregate, has had, or
      would reasonably be expected to have, a Material Adverse Effect with
      respect to Stem Cell;

	 	 	 
	 	(iv) 	
      Employment Matters. No collective bargaining
      agreement or Stem Cell employee plan has been adopted, entered into,
      terminated, or amended or modified by Stem Cell or any of its Subsidiaries
      and there has been except for certain salary increases made in the
      ordinary course of business, no increase in any manner in any salary or
      other compensation or benefits payable to or to become payable by Stem
      Cell or its Subsidiaries to any current or former director, officer,
      employee or consultant of Stem Cell or any Subsidiary, in any
  form;

	 	 	 
	 	(v) 	
      Constating Documents. There has been no amendment
      to the articles or by-laws or other constating documents of Stem
    Cell;

	 	 	 
	 	(vi) 	
      Share Capital. Other than the Stem Cell Share
      Consolidation, there has been (i) no split, combination or
      reclassification of share capital of Stem Cell or (ii) no issuance or
      authorization of the issuance of any other securities in respect of, in
      lieu of or in substitution for shares in its share capital, or (iii) no
      purchase, redemption or other acquisition of any shares of share capital
      of Stem Cell or any of its Subsidiaries or any other securities thereof or
      any rights, warrants or options to acquire any such shares
  or other securities; and (iv) no amendment of any material
      term of any outstanding security of Stem Cell or any of its
      Subsidiaries;







- 20 - 

      	 	3.2.8 	
      Securities Law Compliance.

	 	 	 	 
	 		(a) 	
      Reporting Issuer. Stem Cell is a “reporting
      issuer” within the meaning of that expression under the Applicable
      Securities Laws in each of the provinces of British Columbia, Alberta,
      Manitoba, Ontario and Nova Scotia and not on the list of reporting issuers
      in default under the Applicable Securities Laws of such
  provinces.

	 	 	 	 
	 		(b) 	
      Cease Trade Orders. To the knowledge of Stem Cell,
      no securities commission or similar regulatory authority has issued any
      order preventing or suspending trading of any securities of Stem Cell and
      Stem Cell is in compliance in all material respects with the Applicable
      Securities Laws and not materially in default of any material provision of
      Applicable Securities Laws.

	 	 	 	 
	 		(c) 	
      Inquiry or Investigation. To the knowledge of Stem
      Cell, no inquiry or investigation (formal or informal) of any Securities
      Authority is in effect or ongoing or, to its knowledge, expected to be
      implemented or undertaken which would reasonably be expected to have a
      Material Adverse Effect on Stem Cell.

	 	 	 	 
	 		(d) 	
      Exchange Listing. The Stem Cell Shares are listed
      on the Exchange and trading in the Stem Cell Common Shares is not
      currently halted or suspended.

	 	 	 	 
	 		(e) 	
      Public Filings. Since December 31, 2011, Stem Cell
      has filed each report, proxy statement and other document (including
      financial statements, material change reports and management proxy
      circulars) required to be filed by Stem Cell under Applicable Securities
      Laws and the rules and regulations of the Exchange (collectively,
      including any reports filed with any Securities Authority after the date
      of this Agreement, the “Stem Cell Reports”).

	 	 	 	 
	 		(f) 	
      Stem Cell Reports. The Stem Cell Reports filed
      prior to the date of this Agreement are publicly available in full without
      redaction on SEDAR’s website (and have been so available for not less than
      two days prior to the date of this Agreement), or copies thereof have
      otherwise been, and for Stem Cell Reports filed after the date of this
      Agreement, will otherwise be, provided or made available to
    Trillium.

	 	 	 	 
	 		(g) 	
      Contents of Filings. The documents and information
      comprising the Stem Cell Disclosure Record, as at the respective date they
      were filed, or, as applicable, the time of becoming effective, (or, if
      amended or superseded by a subsequent filing made prior to the date of
      this Agreement, as of the date of such filing) were in compliance in all
      material respects with Applicable Securities Laws and, where applicable,
      the rules and policies of the Exchange and did not contain any untrue
      statement of a material fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading.







- 21 - 

	 	(h) 	
      Currency of Filing. Stem Cell is current in the
      filing of all forms, reports, statements and documents required to be
      filed by it under the Applicable Securities Laws and, where applicable,
      the rules and policies of the Exchange.

	 	 	 
	 	(i) 	
      No Confidential Filings. Stem Cell has not filed
      any confidential material change report or other Trillium Report on a
      confidential basis with any Securities Authority in Canada or with the
      Exchange that at the date of this Agreement remains confidential in whole
      or in part.

	 	 	 
	 	(j) 	
      Subsequent Reports. Each Stem Cell Report filed
      subsequent to the date of this Agreement will comply, in all material
      respects, with the requirements of Applicable Securities Laws and the
      rules and policies of the Exchange and will not, at the time filed,
      contain any untrue statement of material fact or omit to state a material
      fact required to be stated therein or necessary in order to make the
      statements therein, in light of the circumstances under which they are
      made, not misleading.

	 	 	 
	 	(k) 	
      Subsidiaries. No Subsidiary of Stem Cell are, or
      have at any time been a reporting issuer under any Applicable Securities
      Laws in Canada and such Subsidiary is not or has not been required to file
      any form, report, registration statement or other document with any
      Canadian Securities authority. As used in this section, the term
      “filed” shall be broadly construed to include any manner in which a
      document or information is furnished, supplied or otherwise made available
      to any Securities Authority.




	 	3.2.9 	
      Financial Advisors. None of Stem Cell or any of
      its Subsidiaries has incurred any obligation or liability, contingent or
      otherwise, or agreed to pay or reimburse any broker, finder, financial
      adviser or investment banker for any brokerage, finder’s, advisory or
      other fee or commission, or for the reimbursement of expenses, in
      connection with this Agreement or the transactions contemplated herein
      except Stem Cell has retained Euro Pacific Canada Inc. as their financial
      advisors in connection with the completion of the Stem Cell
    Offering.

	 	 	 	 
	 	3.2.10 	
      Taxes.

	 	 	 	 
	 		(a) 	
      Tax Returns. Stem Cell and each of its
      Subsidiaries has filed all necessary returns in respect of Taxes and other
      material reports and information under the Tax Act, the income tax
      or corporation capital tax legislation of any province of Canada or any
      foreign country or political subdivision thereof in which it carries on
      business or to a jurisdiction of which it is otherwise subject, any sales
      or excise tax legislation of a province of Canada or any foreign country,
      or political subdivision thereof or legislation affecting any other Taxes,
      applicable to Stem Cell or its Subsidiaries pursuant to which any of them
      are liable or required to pay or remit Taxes required to be filed by or in
      respect of Stem Cell or its Subsidiaries, respectively, for all periods in
      respect of which such filings are required and under the applicable Laws required to be
      filed with any Governmental Authority in respect of which such filings are
      required and due under applicable Laws.







- 22 - 

      	 		(b) 	
      Tax Remittances. To the knowledge of Stem Cell,
      Stem Cell and its Subsidiaries have fully and timely paid all material
      Taxes owed by them (whether or not shown on any return, declaration or
      report) and have made adequate provision for any Taxes that are not yet
      due and payable for all taxation years ending on or before the date of
      this Agreement. Stem Cell and each of its Subsidiaries has withheld and
      remitted in the manner and within the time required under applicable Laws
      to tax collection or other authorities such Taxes and other deductions as
      are required by applicable Laws to be withheld and remitted in respect of
      any payment made by it.

	 	 	 	 
	 		(c) 	
      Assessments. To the knowledge of Stem Cell, there
      are no pending or threatened audits, actions, suits, investigations or
      proceedings and no assessment or reassessment pending or threatened by any
      Governmental Authority in respect of Taxes owing by Stem Cell or any of
      its Subsidiaries, and to the knowledge of Stem Cell there are no matters
      of dispute or matters under discussion with any Governmental Authority
      relating to Taxes assessed by any Governmental Authority against Stem Cell
      or any of its Subsidiaries or relating to any matters which could result
      in claims for Taxes or additional Taxes.

	 	 	 	 
	 		(d) 	
      Taxes Accruing. The Stem Cell Financial Statements
      accurately reflect, as at the dates thereof, Stem Cell’s liability for
      Taxes due and accruing, including Taxes for which a tax return was not yet
      filed or required to be filed.

	 	 	 	 
	 		(e) 	
      Waivers or Extensions. There are no agreements,
      waivers or other arrangements made by Stem Cell or any of its Subsidiaries
      material to Stem Cell extending the statutory period of limitations
      applicable to, or providing for an extension of time with respect to, any
      assessment or reassessment of Taxes, the filing of any tax return or the
      payment of any Taxes by Stem Cell or any of its Subsidiaries.

	 	 	 	 
	 	3.2.11 	
      Books and Records. The accounting and financial
      books and records of Stem Cell fairly set out and disclose in all material
      respects all material financial transactions of Stem Cell and its
      Subsidiaries, taken as a whole, and such transactions have been accurately
      recorded in such books and records.

	 	 	 	 
	 	3.2.12 	
      Corporate Records. To the knowledge of Stem Cell,
      the minute books and corporate records of Stem Cell containing minutes of
      meetings and proceedings of, and resolutions passed by (including
      resolutions consented to in writing), the shareholders and directors
      (including any committee thereof) of Stem Cell are complete and up-to-date
      in all material respects and the minutes and resolutions contained therein
      are complete and accurate.







- 23 - 

	 	3.2.13 	
      Intellectual Property.

	 	 	 	 
	 		(a) 	
      Intellectual Property Rights. Stem Cell and its
      Subsidiaries own or have validly licensed (and are not in material breach
      of such licenses), all patents, trade-marks, trade names, service marks,
      domain names, copyrights, know-how, trade secrets, software, technology
      and other intellectual property and proprietary rights that are material
      to the conduct of the business, as presently conducted, of Stem Cell and
      its Subsidiaries, taken as a whole, and sufficient and necessary to enable
      Stem Cell and its Subsidiaries to conduct such business substantially in
      the manner in which it is currently being conducted (all such rights as
      are owned are herein collectively referred to as the “Stem Cell Owned
      IP Rights” and the Stem Cell Owned IP Rights together with such rights
      as are licensed are herein collectively referred to as “Stem Cell
      Intellectual Property Rights”).

	 	 	 	 
	 		(b) 	
      No Infringement of Other Rights. To its knowledge,
      the Stem Cell Owned IP Rights are valid and enforceable and the conduct of
      the business of Stem Cell and its Subsidiaries (including the Stem Cell
      Owned IP Rights and the products and services of Stem Cell and its
      Subsidiaries) does not infringe upon, misappropriate or otherwise violate
      any other Person’s intellectual property and proprietary rights, and the
      entering into of this Agreement and completion of the transactions
      contemplated herein will not render invalid or unenforceable, or result in
      the loss or require additional payment with respect to, any Stem Cell
      Intellectual Property Rights.

	 	 	 	 
	 		(c) 	
      No Infringement of Stem Cell Owned IP Rights. To
      the knowledge of Stem Cell, there is no material unauthorized use,
      infringement or misappropriation of any of the Stem Cell Owned IP Rights
      by any Person, including any employee or former employee of Stem Cell or
      any of its Subsidiaries.

	 	 	 	 
	 		(d) 	
      Technology. Stem Cell and its Subsidiaries own, or
      have validly licensed (and are not in material breach of such licenses),
      all tangible embodiments of the Stem Cell Intellectual Property Rights,
      whether in electronic, written or other media, including hardware,
      software and firmware, processed data, technical documentation, technology
      infrastructure, computer systems, specifications, designs, test reports,
      routines, formulae, lab notebooks, processes, prototypes, samples, studies
      and other know-how and works of authorship that are material to the
      conduct of the business, as presently conducted, of Stem Cell and its
      Subsidiaries, taken as a whole (collectively, the “Stem Cell
      Technology”), all of which are up-to-date and sufficient for
      conducting such business, as presently conducted and Stem Cell and its
      Subsidiaries have taken commercially reasonable steps to implement and
      maintain appropriate virus protection and security measures in relation to
      the Stem Cell Technology and have reasonable back-up systems and a
      disaster recovery plan adequate to ensure the continuing availability of
      the functionality of the Stem Cell Technology, and have ownership of or a
      valid license to the Stem Cell Intellectual Property Rights necessary
      to allow them to continue to provide the functionality
      provided by the Stem Cell Technology in the event of any malfunction of
      the Stem Cell Technology or other form of disaster affecting the Stem Cell
      Technology.







- 24 - 

	 	3.2.14 	
      Compliance with Laws. To the knowledge of Stem
      Cell, Stem Cell and each of its Subsidiaries has conducted its activities
      on the lands and properties held or beneficially owned by it or in which
      it has an interest in material compliance with all applicable Laws and
      Stem Cell does not have any knowledge of, and none of Stem Cell or any of
      its Subsidiaries have received any notice of, any claim, regulatory order,
      investigation or proceeding, pending or threatened against, or which may
      affect, any of such lands or properties, relating to, or alleging any
      violation of, any applicable Laws or whether any remedial action is
      required to be undertaken.




	3.3 	Representations and Warranties of
      Trillium 
	  	 
	
      Trillium represents and warrants to Stem Cell,
      Acquisitionco and the Debentureholders as follows and acknowledges that
      Stem Cell, Acquisitionco and the Debentureholders are relying upon these
      representations and warranties in entering into this Agreement: 

	  	  	  	  
		3.3.1 	Capital Structure. The
      authorized capital of Trillium consists of an unlimited number of common
      shares and an unlimited number of Class A preferred shares without par
      value. As of the date of this Agreement: (i) 16,267,041 Trillium Common
      Shares and (ii) 3 Trillium Class A Pref Shares are issued and outstanding.
      All outstanding Trillium Common Shares and Trillium Class A Pref Shares
      have been duly authorized and validly issued and are fully paid and
      non-assessable. Schedule 3.3.1 sets out all of the issued and outstanding
      securities of Trillium. 
	  	  	  	  
		3.3.2 	Subsidiary. Trillium does not
      beneficially own, directly or indirectly, any securities or other
      ownership interests of any Subsidiary, and Trillium does not hold or
      beneficially own, directly or indirectly, any shares or other ownership
      interests in the capital of any corporation, body corporate, partnership,
      joint venture, association or other entity or hold any securities or
      obligations of any kind which are convertible into or exchangeable for
      shares or other ownership interests in the capital of any corporation,
      body corporate, partnership, joint venture, association or other entity
      and Trillium is not a party to nor bound by any agreement to acquire any
      share or other security of any other corporation, body corporate,
      partnership, joint venture, association or other entity. 
	  	  	  	  
		3.3.3 	No Dissolution. No proceeding
      has been instituted or is pending for the dissolution, winding up or
      liquidation of Trillium. 
	  	  	  	  
	  	3.3.4 	Rights to Acquire Securities.
    
	  	  	  	  
			(a) 	
      Outstanding Options. As at the date of this
      Agreement there are outstanding Trillium Options to purchase an aggregate
      of 1,418,250 Trillium Common Shares. 

	  	  	  	
      

			(b) 	
      Outstanding Class A Pref Warrants. As at the date
      of this Agreement there are outstanding an aggregate of 5,300,752 Trillium
      Class A Pref Warrants to purchase an aggregate of 5,300,752 Trillium
      Class A Shares, all of which are held by the Debentureholders.







- 25 - 

	 	(c) 	
      Securities Law Compliance. All shares and other
      securities of Trillium, including securities of Trillium that are
      convertible into, or exchangeable or exercisable for, or otherwise
      evidencing a right to acquire, any shares of Trillium, have been issued in
      compliance, in all material respects, with all applicable securities
      Laws.

	 	 	 
	 	(d) 	
      Voting Rights. Other than the Trillium Class A
      Shares, Trillium Common Shares, Trillium Options, Trillium Class A Pref
      Warrants and the Debentures referred to herein, there are no bonds,
      debentures or other evidences of indebtedness, or other securities of
      Trillium outstanding which have the right to vote generally (or are
      convertible into or exchangeable for or otherwise evidence a right to
      acquire, securities which have the right to vote generally) with the
      Trillium Class A Shares or Trillium Common Shares on the election of
      directors of Trillium or other matters in respect of which holders are
      entitled to vote at meetings of Trillium.

	 	 	 
	 	(e) 	
      Other Rights. There is no outstanding share or
      stock appreciation right, phantom equity, restricted share unit, deferred
      share unit or similar right, agreement, arrangement or commitment based on
      the book value, share price, income or any other attribute of
    Trillium.

	 	 	 
	 	(f) 	
      Agreements. Except for the Fifth Amended and
      Restated Shareholders’ Agreement and the Fourth Amended and Restated
      Registration Rights Agreement, each dated as of March 8, 2011 and to which
      Trillium is a party, there is no outstanding shareholder agreement, voting
      trust or right to require registration or qualification for sale to the
      public under any applicable securities laws (including the Applicable
      Securities Laws) or any other arrangement or commitment to which Trillium
      is a party or bound, with respect to the voting, disposition or transfer
      of any outstanding securities of Trillium or registration or qualification
      for sale to the public of any outstanding securities of Trillium under any
      securities laws (including the Applicable Securities Laws).

	 	 	 
	 	(g) 	
      Shareholder Rights Plan. Trillium has not entered
      into, and the Board of Directors of Trillium has not adopted or authorized
      the adoption of, any shareholder rights plan or similar
  agreement.




	 	3.3.5 	
      Financial Statements.

	 	 	 	 
	 		(a) 	
      Compliance with GAAP. The Trillium Financial
      Statements have been prepared in accordance with generally accepted
      accounting principles applied on a basis consistent with those of previous
      years except as otherwise stated in the notes to such statements (provided
      that unaudited interim financial statements are subject to adjustment and
      the notes to such interim statements may not include all notes or
      footnotes required under generally accepted accounting
  principles).







- 26 - 

	 		(b) 	
      Contents. The Trillium Financial Statements,
      present fairly, in all material respects, the financial position of
      Trillium on a consolidated basis as at the respective dates thereof and
      the results of operations of Trillium for the respective periods covered
      thereby (subject, in the case of unaudited statements, to the fact that
      such statements may not contain all notes or footnotes required under
      generally accepted accounting principles and subject to normal year-end
      adjustments that are not expected to be material) and the notes to such
      financial statements and do not contain any misstatement of a material
      fact nor do they omit to state a material fact required to make any
      statement contained therein not misleading in light of the circumstances
      in which it was made.

	 	 	 	 	 
	 	3.3.6 	
      No Undisclosed Liability; Absence of Certain Changes
      of Events. Except as contemplated this Agreement and the Trillium
      Financial Statements:

	 	 	 	 	 
	 		(a) 	
      No Undisclosed Liability. Trillium has no material
      liability or material obligation of any nature (whether accrued, absolute,
      contingent or otherwise), which individually or in the aggregate has not
      been reflected in the Trillium Financial Statements, other than
      liabilities, indebtedness or obligations incurred by Trillium in the
      ordinary course of business and attributable to the period since June 30,
      2012 or incurred in connection with this Agreement or the transactions
      contemplated herein; and

	 	 	 	 	 
	 		(b) 	
      Absence of Certain Changes or Events. Since June
      30, 2012:

	 	 	 	 	 
	 			(i) 	
      Conduct of Business. Trillium has conducted its
      business only in the ordinary course;

	 	 	 	 	 
	 			(ii) 	
      Liabilities and Obligations. To the knowledge of
      Trillium, no liability, indebtedness, obligation, expense, claim,
      deficiency, guarantee or endorsement of any kind or nature (whether
      accrued, absolute, contingent, matured, unmatured or otherwise and whether
      or not required to be reflected in the Trillium Financial Statements in
      accordance with generally accepted accounting principles) material to
      Trillium has been incurred or assumed by Trillium other than liabilities
      or obligations incurred in the ordinary course of business or incurred in
      connection with this Agreement and the transactions contemplated
      herein;

	 	 	 	 	 
	 			(iii) 	
      No Material Adverse Effect. To the knowledge of
      Trillium, there has not occurred (or been threatened) any change, or any
      condition or event, which individually or in the aggregate, has had, or
      would reasonably be expected to have, a Material Adverse Effect with
      respect to Trillium;

	 	 	 	 	 
	 			(iv) 	
      Dividends or Distributions. Trillium has not
      declared or paid, or set aside for payment, any dividends on or made any
      other distribution (in either case, in stock or cash or property) on or in
      respect of any outstanding securities of Trillium and Trillium has not
      made or authorized any payment to or for the benefit of any former or
      current director, officer or employee of Trillium (except
  in the ordinary course of business on a basis consistent
      with prior years or reimbursement of expenses) and the aggregate amount of
      compensation and benefits, and reimbursement of expenses incurred on
      behalf of Trillium, or other payments to any former or current director,
      officer or employee of Trillium has been paid at greater rates than those
      in corresponding periods in prior years;







- 27 - 

	 	(v) 	
      Loans or Investments. Trillium has not made any
      loan, advance or capital contribution to or investment in any Person other
      than loans in the ordinary course of business;

	 	 	 
	 	(vi) 	
      Material Contracts. Trillium has not entered into
      any Material Contract or amended, modified, relinquished, terminated or
      failed to renew any Material Contract;

	 	 	 
	 	(vii) 	
      Constating Documents. There has been no amendment
      to the articles or bylaws of Trillium;

	 	 	 
	 	(viii) 	
      Share Capital. There has been: (i) no split,
      combination or reclassification of share capital of Trillium or (ii) no
      issuance or authorization of the issuance of any other securities in
      respect of, in lieu of or in substitution for shares in its share capital,
      or (iii) no purchase, redemption or other acquisition of any shares of
      share capital of Trillium or any rights, warrants or options to acquire
      any such shares or other securities; and (iv) no amendment of any material
      term of any outstanding security of Trillium;

	 	 	 
	 	(ix) 	
      Encumbrances. There has been no creation or
      incurrence by Trillium of any material Encumbrance on any of its material
      properties or assets, or any agreement to do so (except for any lien for
      unpaid taxes not yet due), other than in the ordinary course of business;
      and




	 	3.3.7 	
      Securities Law Compliance.

	 	 	 	 
	 		(a) 	
      Non-Reporting Issuer. Trillium is not a “reporting
      issuer” within the meaning of that expression under the Applicable
      Securities Laws in any province of Canada; and Trillium has not, at any
      time been, a reporting issuer under any Applicable Securities Laws in
      Canada and has not been required to file any form, report, registration
      statement or other document with any Canadian Securities authority. As
      used in this section, the term “filed” shall be broadly construed
      to include any manner in which a document or information is furnished,
      supplied or otherwise made available to any Securities Authority

	 	 	 	 
	 		(b) 	
      Inquiry or Investigation. To the knowledge of
      Trillium, no inquiry or investigation (formal or informal) of any
      Securities Authority is in effect or ongoing, or to its knowledge,
      expected to be implemented or undertaken which would reasonably be
      expected to have a Material Adverse Effect on
Trillium.







- 28 - 

	 	3.3.8 	
      Employment Agreements and Other
    Arrangements.

	 	 	 	 
	 		(a) 	
      Termination or Change of Control Agreements.
      Trillium is not a party to or bound by any employment, retention or change
      of control agreement or other contract, commitment, arrangement,
      obligation or understanding (including any contract of employment or
      contract for service, contract of personal service, whether as a dependent
      or independent contractor, agent, secondee, temporary or leased employee
      or consultant or otherwise) relating to any retention, bonus, severance,
      termination, unemployment compensation, golden parachute, change of
      control payment, or termination payment or notice of termination to any
      former or current director, officer or employee in connection with
      termination of their office or employment or following a change of
      control, other than as required by applicable Laws for employees without
      agreements as to notice or severance.

	 	 	 	 
	 		(b) 	
      Loans or Indebtedness. Trillium does not have any
      loans or indebtedness outstanding or owing (other than obligations
      incurred in the ordinary course of business with respect to employee
      benefits and salaries and wages, management or other fees or reimbursement
      of expenses) to any former or current director, officer or employee of
      Trillium.

	 	 	 	 
	 		(c) 	
      Royalty or Other Interests. No former or current
      director, officer or employee of Trillium owns, has or is entitled to any
      royalty, net profits interest, carried interest or other Encumbrance of
      any kind or nature whatsoever which is based on revenues from any of the
      properties or assets of Trillium or any revenue or rights attributed
      thereto, or has any cause of action or other claim whatsoever against, or
      owes any amount to, Trillium, except for any claims in the ordinary course
      of business, such as for accrued vacation pay, accrued employee benefits
      or reimbursement of expenses.

	 	 	 	 
	 	3.3.9 	
      Financial Advisors. Trillium has not incurred any
      obligation or liability, contingent or otherwise, or agreed to pay or
      reimburse any broker, finder, financial adviser or investment banker for
      any brokerage, finder’s, advisory or similar fee or commission, or for the
      reimbursement of expenses, in connection with this Agreement or the
      transactions contemplated herein except for the $50,000 (plus 13% HST)
      payable to Cameron Groome in connection with the Transaction.

	 	 	 	 
	 	3.3.10 	
      Taxes.

	 	 	 	 
	 		(a) 	
      Tax Returns. Trillium has filed all necessary
      returns in respect of Taxes and other material reports and information
      under the Tax Act, the income tax or corporation capital tax
      legislation of any province of Canada or any foreign country or political
      subdivision thereof in which it carries on business or to a jurisdiction
      of which it is otherwise subject, any sales or excise tax legislation of a
      province of Canada or any foreign country, or political subdivision
      thereof or legislation affecting any other Taxes, applicable to Trillium
      pursuant to which any of them are liable or required to pay or remit Taxes
      required to be filed by or in respect of Trillium for
all periods in respect of which such filings are required and
      under the applicable Laws required to be filed with any Governmental
      Authority in respect of which such filings are required and due under
      applicable Laws.







- 29 - 

	 	(b) 	
      Tax Remittances. To the knowledge of Trillium,
      Trillium has fully and timely paid all material Taxes owed by them
      (whether or not shown on any return, declaration or report) and have made
      adequate provision for any Taxes that are not yet due and payable for all
      taxation years ending on or before the date of this Agreement. Each of
      Trillium and any Subsidiary has withheld and remitted in the manner and
      within the time required under applicable Laws to tax collection or other
      authorities such Taxes and other deductions as are required by applicable
      Laws to be withheld and remitted in respect of any payment made by
    it.

	 	 	 
	 	(c) 	
      Assessments. To the knowledge of Trillium, there
      are no pending or threatened audits, actions, suits, investigations or
      proceedings and no assessment or reassessment pending or threatened by any
      Governmental Authority in respect of Taxes owing by Trillium and to the
      knowledge of Trillium there are no matters of dispute or matters under
      discussion with any Governmental Authority relating to Taxes assessed by
      any Governmental Authority against Trillium or relating to any matters
      which could result in claims for Taxes or additional Taxes.

	 	 	 
	 	(d) 	
      Taxes Accruing. The Trillium Financial Statements
      accurately reflect as of the dates thereof, Trillium’s liability for Taxes
      due and accruing, including Taxes for which a tax return was not yet filed
      or required to be filed.

	 	 	 
	 	(e) 	
      Waiver or Extensions. There are no agreements,
      waivers or other arrangements made by Trillium extending the statutory
      period of limitations applicable to, or providing for an extension of time
      with respect to, any assessment or reassessment of Taxes, the filing of
      any tax return or the payment of any Taxes by
Trillium.




	 	3.3.11 	
      Material Contracts.

	 	 	 	 
	 		(a) 	
      Material Contracts. Other than as disclosed in
      writing to Stem Cell prior to the signing of this Agreement, Trillium is
      not a party to or bound by any outstanding Material Contact other than
      this Agreement. All such Material Contracts are in full force and effect,
      in all material respects unamended.

	 	 	 	 
	 		(b) 	
      Performance of Obligations. Trillium has performed
      in all material respects all of the obligations to be performed by them,
      and are entitled to all material rights and benefits under all of such
      Material Contracts.

	 	 	 	 
	 		(c) 	
      No Breaches. To the knowledge of Trillium, there
      exists no material breach or default or event of default or event,
      occurrence, condition or act with respect to Trillium or to the knowledge
      of Trillium, the other contracting party or otherwise that, with or
      without the giving of notice, the lapse of time or the happening of any
      other event or condition, would (A) constitute a breach or become a
      default or event of default or (B) result in the loss or expiration of any right or
      option by Trillium (or the gain thereof by any third party), under any
      Material Contract to which Trillium is a party or by which Trillium is
      bound.







- 30 - 

      	 	3.3.12 	
      Required Consents. Except for the consent required
      under the Contribution Agreement dated as of February 1, 2012 (as amended
      March 14, 2012) between Trillium and Her Majesty the Queen in Right of
      Canada, to the knowledge of Trillium, there are no Material Contracts to
      which Trillium is a party where any waiver, consent or approval by the
      other party thereto is required to be obtained by Trillium in order for
      Trillium to consummate the Transaction.

	 	 	 	 
	 	3.3.13 	
      Books and Records. The accounting and financial
      books and records of Trillium fairly set out and disclose in all material
      respects all material financial transactions of Trillium and such
      transactions have been accurately recorded in such books and
    records.

	 	 	 	 
	 	3.3.14 	
      Corporate Records. To the knowledge of Trillium,
      the minute books and corporate records of Trillium containing minutes of
      meetings and proceedings of, and resolutions passed by (including
      resolutions consented to in writing), the shareholders and directors
      (including any committee thereof) of Trillium are complete and up-to-date
      in all material respects and the minutes and resolutions contained therein
      are complete and accurate.

	 	 	 	 
	 	3.3.15 	
      Intellectual Property.

	 	 	 	 
	 		(a) 	
      Intellectual Property Rights. Trillium owns, or
      has validly licensed (and are not in material breach of such licenses),
      all patents, trade-marks, trade names, service marks, domain names,
      copyrights, know-how, trade secrets, software, technology and other
      intellectual property and proprietary rights that are material to the
      conduct of the business, as presently conducted, of Trillium and necessary
      to enable Trillium to conduct such business substantially in the manner in
      which it is currently being conducted (all such rights as are owned are
      herein collectively referred to as the “Trillium Owned IP Rights”
      and the Trillium Owned IP Rights together with such rights as are licensed
      are herein collectively referred to as “Trillium Intellectual Property
      Rights”). The Trillium Intellectual Property Rights are as described
      in Schedule 3.3.15 hereto.

	 	 	 	 
	 		(b) 	
      No Infringement of Other Rights. To its knowledge,
      the Trillium Owned IP Rights are valid and enforceable and the conduct of
      the business of Trillium (including the Trillium Owned IP Rights and the
      products and services of Trillium) does not infringe upon, misappropriate
      or otherwise violate any other Person’s intellectual property and
      proprietary rights, and the entering into of this Agreement and completion
      of the transactions contemplated herein will not render invalid or
      unenforceable, or result in the loss or require additional payment with
      respect to, any Trillium Intellectual Property Rights.

	 	 	 	 
	 		(c) 	
      No Infringement of Trillium Owned IP Rights. To
      the knowledge of Trillium, there is no material unauthorized use,
      infringement or misappropriation of any of the Trillium Owned IP Rights
      by any Person, including any employee or former employee of such
    party.







- 31 - 

	 	(d) 	
      Technology. Trillium owns, or has validly licensed
      (and are not in material breach of such licenses), all tangible
      embodiments of the Trillium Intellectual Property Rights, whether in
      electronic, written or other media, including hardware, software and
      firmware, processed data, technical documentation, technology
      infrastructure, computer systems, specifications, designs, test reports,
      routines, formulae, lab notebooks, processes, prototypes, samples, studies
      and other know-how and works of authorship that are material to the
      conduct of the business, as presently conducted, of Trillium
      (collectively, the “Trillium Technology”), all of which are
      up-to-date and sufficient for conducting such business, as presently
      conducted, and Trillium has taken commercially reasonable steps to
      implement and maintain appropriate virus protection and security measures
      in relation to the Trillium Technology and have reasonable back-up systems
      and a disaster recovery plan adequate to ensure the continuing
      availability of the functionality of the Trillium Technology, and have
      ownership of or a valid license to the Trillium Intellectual Property
      Rights necessary, to allow them to continue to provide the functionality
      provided by the Trillium Technology in the event of any malfunction of the
      Trillium Technology or other form of disaster affecting the Trillium
      Technology.

	 	 	 
	 	(e) 	
      No Obligation to Compensate Others. To the
      knowledge of Trillium, Trillium is not compensating or has any obligation
      to compensate or account to any Person for the use of any of the Trillium
      Intellectual Property Rights or Trillium Technology.

	 	 	 
	 	(f) 	
      No Restrictions. To the knowledge of Trillium, no
      Trillium Intellectual Property Rights are subject to any outstanding
      judgment, decree, order, writ, award, injunction or determination of any
      court or Governmental Authority (other than office actions and
      correspondence regarding pending patent applications and trademark
      applications) or arbitration restricting in any manner the rights of
      Trillium with respect thereto, except to the extent any such restriction
      would not have a Material Adverse Effect on Trillium.

	 	 	 
	 	(g) 	
      No Misappropriation. To the knowledge of Trillium,
      no employee, independent contractor or agent of Trillium has
      misappropriated any trade secrets of any other Person in the course of
      performance as an employee, independent contractor or agent of its
      business and, to the knowledge of Trillium, no employee, independent
      contractor or agent of Trillium is in default or breach of any term of any
      employment agreement, nondisclosure agreement, assignment of invention
      agreement or similar agreement or contract relating in any way to the
      protection, ownership, development, use or transfer of any Trillium
      Intellectual Property Rights or Trillium Technology.

	 	 	 
	 	(h) 	
      No Governmental Funding. Except as contemplated
      under the Contribution Agreement dated as of February 1, 2012 (as
      amended March 14, 2012) between Trillium and Her Majesty the
      Queen in Right of Canada, no funding facilities or personnel of any
      Government Authority or educational institution were used, directly or
      indirectly, to develop or create, in whole or in part, any of the Trillium
      Intellectual Property Rights or Trillium Technology.







- 32 - 

      	 		(i) 	
      No Required Licenses or Impairment. To the
      knowledge of Trillium, Trillium has not made any written submission to,
      and is not subject to any agreement with, any standard bodies or other
      entities that would obligate Trillium to a grant license to any Person, or
      otherwise impair its control of the Trillium Intellectual Property
      Rights.

	 	 	 	 
	 	3.3.16 	
      Compliance with Laws. To the knowledge of
      Trillium, Trillium has conducted its activities on the lands and
      properties held or beneficially owned by it or in which it has an interest
      in material compliance with all applicable Laws and Trillium does not have
      any knowledge of, and Trillium has not received any notice of, any claim,
      regulatory order, investigation or proceeding, pending or threatened
      against, or which may affect, any of such lands or properties, relating
      to, or alleging any violation of, any applicable Laws or whether any
      remedial action is required to be undertaken.

	 	 	 	 
	 	3.3.17 	
      Trillium Notice. The Trillium Notice will comply
      as to form in all material respects with the requirements of the
      Applicable Securities Laws. On the date filed with Securities Authorities
      and on the date first published, sent or given to the Trillium
      Shareholderholders, the Trillium Notice will not contain any untrue
      statement of a material fact or omit to state any material fact required
      to be stated therein or necessary in order to make the statements therein,
      in light of the circumstance under which they were made, not
      misleading.




	4. 	
      PURCHASE OF DEBENTURES AND CANCELATION OF
      WARRANTS

	 	 
	4.1 	
      Representations and Warranties of the
      Debentureholders



Each of the Debentureholders represents and warrants (as
several, and not joint and several representations) to Trillium, Stem Cell and
Acquisitionco as follows and acknowledges that each of Trillium, Stem Cell and
Acquisitionco is relying upon such representations and warranties in entering
into this Agreement: 

	 	(a) 	
      Such Debentureholder has all necessary authority to enter
      into this Agreement, sell its Debentures and Trillium Class A Pref
      Warrants, and otherwise perform its obligations hereunder and complete the
      transactions contemplated hereby;

	 	 	 
	 	(b) 	
      The execution and delivery by such Debentureholder, and
      the performance of its obligations under this Agreement and the completion
      of the transactions contemplated hereby will not result in the violation
      of any of the terms and provisions of the constating documents of the such
      Debentureholder;

	 	 	 
	 	(c) 	
      This Agreement has been duly authorized, executed and
      delivered by such Debentureholder and is a valid and binding obligation of
      such Debentureholder enforceable against such Debentureholder
      in accordance with its terms, except as such enforcement may be limited by
      applicable bankruptcy, insolvency or other laws of general application
      affecting the rights of creditors and the availability of equitable
      remedies such as specific performance and injunction which are only
      available in the discretion of the court from which they are
  sought;







- 33 - 

	 	(d) 	
      Such Debentureholder is a resident of Canada for the
      purposes of the Tax Act;

	 	 	 
	 	(e) 	
      The Debentures and the Trillium Class A Pref Warrants are
      beneficially owned by such Debentureholder with good title thereto, free
      and clear of all charges, liens, pledges or other encumbrances and rights
      of others and are transferable in accordance with the terms and conditions
      thereof;

	 	 	 
	 	(f) 	
      Upon payment to such Debentureholder of the portion of
      the Debenture Purchase Price payable to such Debentureholder, as directed
      by such Debentureholder, Trillium shall cease to have any obligations and
      liabilities to such Debentureholder under the transferred Debentures or
      the Trillium Class A Pref Warrants; and

	 	 	 
	 	(g) 	
      Such Debentureholder will execute and deliver all
      documentation as may be required to permit the sale, transfer, assignment
      and conveyance of the Debentures and the Trillium Class A Pref Warrants
      held by it on the terms set forth herein and such Debentureholder will
      execute, deliver, file and otherwise assist Stem Cell in filing such
      reports, undertakings and other documents with respect to the sale of the
      Debentures and the Trillium Class A Pref Warrants as may be required by
      applicable securities laws or by any securities regulatory authority or
      stock exchange or other regulatory authority as may be requested by Stem
      Cell.



For greater certainty, nothing contained in this Agreement
shall result in any liability upon any Debentureholder other than as a result of
the breach by such Debentureholder of the representations and warranties
contained in this Section 4.1 or breaches by such Debentureholder of the
covenants given by such Debentureholder pursuant to Section 5.3. Without
limiting the generality of the foregoing, no Debentureholder shall have any
liability or responsibility in respect of any breach of a representation,
warranty or covenant by either another Debentureholder or by Trillium hereunder.


	5. 	
      COVENANTS

	 	 
	5.1 	
      Mutual Covenants of Stem Cell, Trillium and
      Acquisitionco



Except as is otherwise expressly permitted or specifically
contemplated in this Agreement or as may be required by applicable Laws and
except with the consent of the other party, which consent shall not be
unreasonably withheld, conditioned or delayed, each of Stem Cell, Trillium and
Acquisitionco hereto covenants and agrees to the other and to the
Debentureholders, subject to the terms of this Agreement, that, until the
earlier of the Effective Time and the time that this Agreement is terminated in
accordance with its terms: 




- 34 - 

	 	5.1.1 	
      Conduct of Business.




	 	 	(a) 	
      Conduct of Business. The business of such party
      and its Subsidiaries will be conducted only in the ordinary course in a
      manner that is consistent with the manner in which the business generally
      has been operated up to the date of this Agreement;

	 	 	 	 
	 	 	(b) 	
      Preserve Organization and Assets. It will, in the
      ordinary course of business, use commercially reasonable efforts to
      preserve the business organization of such party and its subsidiaries
      intact and to maintain and preserve the assets, properties, material
      rights, licenses and franchises and goodwill of such party and its
      subsidiaries, to keep available the services of the current officers and
      employees of such party and its subsidiaries, and to maintain the
      relationships and goodwill of such party and its subsidiaries with
      customers, suppliers, distributors, creditors, licensors, licensees,
      lessors, employees, business associates and other persons having
      significant business dealings or relations with such party or any of its
      subsidiaries;

	 	 	 	 
	 	 	(c) 	
      Maintain Assets. It will, in the ordinary course
      of business maintain and keep its material properties and assets in as
      good repair and condition as at the date of this Agreement, subject to
      ordinary wear and tear, all for the purpose of endeavouring to maintain
      its goodwill and ongoing business; and

	 	 	 	 
	 	 	(d) 	
      Keep Other Party Informed. It will keep the other
      party fully informed as to the material decisions or actions made or
      required to be made with respect to, and material developments relating
      to, the operation of its business and consult with the other party in
      respect of the operation of its ongoing
business.




	 	5.1.2 	
      Restrictions. It will not, and, where applicable,
      it will not permit any of its Subsidiaries to, directly or
    indirectly:




	 	 	(a) 	
      Constating Documents. Alter or amend, or adopt any
      change to, or authorize any alteration or amendment or change to, the
      constating documents of such party or alter or amend, or adopt any change,
      or authorize any alteration or amendment or change to, the constating
      documents of any of its Subsidiaries;

	 	 	 	 
	 	 	(b) 	
      Dividends or Distributions. Declare, set aside or
      pay any dividend on, or make any other distribution or payment or return
      of capital (whether in cash, stock, securities or property or any
      combination thereof) in respect of the Trillium Shares, in the case of
      Trillium, or the Stem Cell Shares, in the case of Stem Cell, or any shares
      of its share capital or other voting security or other equity security of
      any Subsidiary of such party that is not directly or indirectly a
      wholly-owned subsidiary of such party that is owned by a Person other than
      such party or a wholly-owned subsidiary of such party, other
  than;







- 35 - 

	 	 	(c) 	
      Capital Reorganization. Split, divide, subdivide,
      consolidate, combine, exchange or reclassify any of the shares of its
      capital stock or other equity securities or voting shares or issue or
      authorize the issuance of any other securities in respect of, in lieu of,
      or in substitution for, any of such shares or other equity securities or
      voting securities;

	 	 	 	 
	 	 	(d) 	
      Issuance of Securities. Other than the Stem Cell
      Offering, allot, reserve, set aside, issue, sell, deliver, grant or
      pledge, or agree to reserve, set aside, allot, issue, sell, deliver, grant
      or pledge, any shares of its share capital, or any shares or equity
      securities or voting securities of any Subsidiary of such party, or any
      securities or obligations convertible into or exchangeable or exercisable
      for, or otherwise evidencing a right to acquire, shares of its capital
      stock or shares of capital stock or equity securities or voting securities
      of any of the Subsidiaries of such party;

	 	 	 	 
	 	 	(e) 	
      Redemptions or Purchases. Redeem, purchase or
      otherwise acquire or retire any of the outstanding shares of its capital
      stock or other equity securities or voting securities issued by it, or
      securities convertible into or exchangeable or exercisable for, or
      otherwise evidencing a right to acquire, any such shares, equity
      securities or voting securities, or enter into or announce any agreement
      or arrangement with respect to the sale or repurchase of any such
      securities, or registration of any of its securities under any applicable
      securities laws (including the Applicable Securities Laws), except for
      transactions required under the terms of such securities or any plans,
      arrangements, commitments or understandings existing as at the date of
      this Agreement;

	 	 	 	 
	 	 	(f) 	
      Amendment of Share Rights. Amend or modify any of
      the shares in its capital stock or amend or modify in any material respect
      any of the shares in the capital stock or other equity securities or
      voting securities of any subsidiary of such party or any securities
      convertible into or exchangeable or exercisable for, or otherwise
      evidencing a right to acquire, any such shares or equity or voting
      securities, or any of the instruments or agreements governing such shares,
      equity securities or voting securities;

	 	 	 	 
	 	 	(g) 	
      Dissolution. Resolve or propose that it be wound
      up, dissolved or liquidated or consolidated or amalgamated or merged into
      any other Person, appoint or agree to the appointment of a liquidator,
      receiver or trustee in bankruptcy for it or consent to an order by a court
      for its winding up, dissolution or liquidation or adopt any plan or
      agreement of, or resolutions authorizing, approving or providing for,
      complete or partial liquidation, dissolution, winding-up, merger,
      consolidation, amalgamation, reorganization, arrangement, restructuring,
      recapitalization or other reorganization of such party of any of its
      subsidiaries;

	 	 	 	 
	 	 	(h) 	
      Accounting Policies or Principles. Make any
      changes to its existing accounting policies and principles (including by
      adopting any new accounting policies or principles) or make any material
      changes to any of its accounting methods, practices or procedures
      (including by adopting any material new accounting methods, practices or
      procedures), except as required by applicable Laws or under generally
      accepted accounting principles;







- 36 - 

	 	 	(i) 	
      Tax Elections. Make, change, revoke or rescind any
      election relating to Taxes, materially amend any Tax return, surrender any
      right to claim a Tax refund, offset or other reduction in Tax liability,
      consent to any extension or waiver of the limitation period applicable to
      any Tax claim or assessment, or settle or compromise any material claim,
      action, suit, litigation, proceeding, arbitration, investigation or
      controversy relating to Taxes; or

	 	 	 	 
	 	 	(j) 	
      Contracts. Enter into, modify or terminate any
      Material Contract to do any of the foregoing.




	 	5.1.3 	
      Notice of Material Adverse Events. It will notify
      the other party in writing:




	 	 	(a) 	
      Material Adverse Effects. Of any circumstances or
      development occurring after the date of this Agreement that had, or would
      reasonably be expected to have, a Material Adverse Effect on it;

	 	 	 	 
	 	 	(b) 	
      Damage. Of the occurrence of any loss, breakage or
      damage to properties or assets owned by such party or any of its
      subsidiaries in excess of $10,000 (irrespective of insurance or third
      party proceeds which have been or may be received in connection with such
      loss, breakage or damage);

	 	 	 	 
	 	 	(c) 	
      Representations and Warranties. Of any
      circumstances or development that, to its knowledge, would reasonably be
      expected to cause any of its representations and warranties contained in
      sections 3.1 or 3.2, in the case of Stem Cell and Acquisitionco, or
      sections 3.1 and 3.3, in the case of Trillium, not to be true and correct
      in all material respects at the Effective Date (or in the case of any
      representation or warranty that refers to a specified date, as of such
      specified date), such that the condition in section 6.2.1 or 6.3.1 would
      not be satisfied; and

	 	 	 	 
	 	 	(d) 	
      Breach or Default. Of any material breach or
      default by it of any obligation, covenant or agreement in this Agreement
      to be performed and complied with by it on or before the Effective Date
      provided, however, that no such notification shall affect the
      representations or warranties of the parties or the conditions to the
      obligations of the parties herein.




	 	5.1.4 	
      Other Restrictions. It will not, and, where
      applicable, will not permit any of its Subsidiaries to, directly or
      indirectly, except in the ordinary course of business or pursuant to any
      contract existing as at the date of this Agreement:

	 	 	 	 
	 		(a) 	
      Disposition of Assets. Sell, assign, lease,
      license, transfer, dispose of or pledge or encumber any of its assets or
      properties (including the shares or other equity securities or voting
      securities of any Subsidiary) of such party or of any Subsidiary (other
      than transactions between two or more Subsidiaries of such party that each
      directly or indirectly is a wholly-owned Subsidiary of such party or between such
      party and one or more such wholly-owned Subsidiaries of such
  party);







- 37 - 

	 	 	(b) 	
      Acquisitions. Except for transactions between two
      or more Subsidiaries of such party that each directly or indirectly is a
      wholly-owned Subsidiary of such party or between such party and one or
      more such wholly-owned Subsidiary of such party, acquire (by merger,
      amalgamation, plan of arrangement, consolidation or business combination
      or acquisition of shares or other voting or equity securities or interests
      or acquisition or lease of assets or otherwise) any business or assets of
      any corporation, partnership, association or other business organization
      or division thereof, or any property or asset, or make any investment
      (either by the purchase of securities, contributions of capital, property
      transfer, or purchase of any property or assets of any other Person), or
      enter into or extend any option to acquire, or exercise an option to
      acquire, any property or assets, if any of the foregoing would reasonably
      be expected to be material to such party and its subsidiaries, taken as a
      whole;

	 	 	 	 
	 	 	(c) 	
      Indebtedness. Incur any indebtedness for borrowed
      money or purchase money indebtedness or issue or sell any debt securities
      or warrants or rights to acquire debt securities or assume, guarantee,
      endorse or otherwise as an accommodation become responsible for the
      obligations of any other Person, in each case, in excess of $25,000,
      except pursuant to existing credit facilities or debt instruments (or the
      agreements, indentures or guarantees governing or relating to such
      facilities or instruments);

	 	 	 	 
	 	 	(d) 	
      Loans, Advances or Expenditures. Make any loans,
      advances or capital contributions to, or investments in, any other Person,
      other than direct or indirect wholly-owned Subsidiaries of such party, in
      excess of $10,000;

	 	 	 	 
	 	 	(e) 	
      Satisfaction of Obligations. Pay, discharge or
      satisfy any claim, liability or obligation which is material to such party
      and its Subsidiaries, taken as a whole, other than the payment, discharge
      or satisfaction of liabilities reflected or reserved against in the Stem
      Cell Financial Statements, in the case of Stem Cell, or in the Trillium
      Financial Statements, in the case of Trillium;

	 	 	 	 
	 	 	(f) 	
      Releases. Except pursuant to transactions between
      two or more Subsidiaries of such party that each directly or indirectly is
      a wholly-owned Subsidiary of such party or between such party and one or
      more such wholly-owned Subsidiaries of such party, waive, release, grant
      or transfer any rights which have a value which is material to such party
      and its Subsidiaries, taken as a whole;

	 	 	 	 
	 	 	(g) 	
      New Business Activities. Except as disclosed in
      the Stem Cell Supplement, engage in any new business, enterprise or other
      activity that is material to such party and its Subsidiaries, taken as a
      whole, and that is inconsistent with the existing businesses of such party
      and its Subsidiaries in the manner such existing businesses generally have
      been carried on prior to the date of this Agreement;
or







- 38 - 

	 	5.1.5 	
      Material Contracts. Except as disclosed in the
      Stem Cell Supplement, not permit any of its Subsidiaries to, directly or
      indirectly, except in the ordinary course of business and except for
      transactions between two or more Subsidiaries of such party that each
      directly or indirectly is a wholly-owned Subsidiary of such party or
      between such party and one or more such wholly-owned
  Subsidiaries:




	 	 	(a) 	
      Restriction on Activities. Enter into any Material
      Contract that would limit or otherwise restrict such party or any of its
      Subsidiaries or any of their successors, or that would, after the
      Effective Time, limit or otherwise restrict Stem Cell or any of its
      Subsidiaries or any of their successors, in each case from engaging or
      competing in any line of business or in any geographic area; or

	 	 	 	 
	 	 	(b) 	
      Termination or Amendment of Material Contracts.
      Terminate, cancel or amend in any material respect any Material Contract,
      where such termination, cancellation or amendment has had a Materially
      Adverse Effect on such party.




	 	5.1.6 	
      Actions and Proceedings. Such party will not, and
      will not permit any of its Subsidiaries to, except in the ordinary course
      of business, voluntarily waive, release, assign, settle or compromise (i)
      any proceeding that is material to such party and its subsidiaries taken
      as a whole; (ii) any proceeding that is brought by any current, former or
      purported holder of any securities of such party in its capacity as such;
      where, in each case, such waiver, release, assignment, settlement or
      compromise (A) requires any payment to any Person by such party or any
      subsidiary or (B) adversely affects in any material respect the ability of
      such party and its subsidiaries taken as a whole to conduct their business
      in a manner consistent with past practice.

	 	 	 
	 	5.1.7 	
      Insurance.




	 	 	(a) 	
      Such party will use its commercially reasonable efforts
      to cause the current insurance (or re-insurance) policies maintained by
      such party or any of its subsidiaries, including directors’ and officers’
      liability insurance, not to be cancelled or terminated or any of the
      coverage thereunder permitted to lapse, unless at the time of such
      termination, cancellation or lapse, replacement policies underwritten by
      insurance or re-insurance companies of nationally recognized standing
      having comparable deductions and providing coverage comparable to or
      greater than the coverage under the cancelled, terminated or lapsed
      policies for substantially similar premiums are in full force and effect;
      provided that neither such party nor any of its Subsidiaries will obtain
      or renew any insurance (or re-insurance) policy for a term exceeding 12
      months.

	 	 	 	 
	 	 	(b) 	
      Additionally, upon the occurrence of the Effective Date,
      Stem Cell agrees that Trillium shall be entitled to directors’ and
      officer’s liability insurance for Trillium’s present and former directors
      and officers, covering claims made prior to and within six years after the
      Effective Date and on a “trailing” or “run-off” basis, which has scope and
      coverage substantially equivalent in scope and coverage consistent with
      standard industry practice. Stem Cell agrees to maintain such insurance in
      place and agrees not to take any action, or to
cause Stem Cell to take any action, to terminate such directors’ and officers’
liability insurance or any indemnity agreements in favour of current directors
and officers of Trillium in place prior to the date hereof and in the form
disclosed to Stem Cell prior to the date hereof. Alternatively, Stem Cell may
notify Trillium prior to the Effective Date that such coverage is to be provided
under Stem Cell’s officer’s and directors’ liability insurance, in which case
the foregoing shall apply mutatis mutandis to Stem Cell’s coverage in respect
thereof. The provisions of this Section 5.1.7 are intended for the benefit of
present and former directors and officers of Trillium, as and to the extent
applicable in accordance with its terms, and shall be enforceable by each of
such persons and his heirs, executors, administrators and other legal
representatives (collectively, the “Third Party Beneficiaries”) and
Trillium and any successor to Trillium shall hold the rights and benefits under
this section in trust for and on behalf of the Third Party Beneficiaries and
Trillium hereby accepts such trust and agrees to hold the benefit of and enforce
performance of such covenants on behalf of the Third Party Beneficiaries and
which rights are in addition to and not in substitution for any other rights the
Third Party Beneficiaries may have by contract or otherwise. 







- 39 - 

	5.2 	
      Access to Information




	 	5.2.1 	
      Access. Until the earlier of the Effective Date
      and the termination of this Agreement, each of Stem Cell and Trillium (in
      this section 5.2 referred to as the “first party”) will at all
      reasonable times permit representatives of the other party reasonable
      access (in a manner that minimizes disruption to the conduct of the first
      party’s business) during normal business hours to its properties and its
      books and records including material contracts, agreements, indentures and
      instruments, minute books and share registers, and senior officers and
      other management personnel and give such other party and its
      representatives such copies and information with respect thereto as may be
      reasonably required, subject, however, to such access not interfering with
      the conduct of the business of the first party and provided
that:

	 	 	 	 	 
	 		(a) 	
      no party will contact employees of the other party except
      after prior consultation with the Chief Financial Officer or Corporate
      Secretary of the other party;

	 	 	 	 	 
	 		(b) 	
      no first party will be required to permit any inspection
      or to disclose any information, if in the reasonably judgment of such
      first party such inspection or disclosure could:

	 	 	 	 	 
	 			(i) 	
      result in the disclosure of any trade secrets of third
      parties or customer specific or competitively sensitive
  information;

	 	 	 	 	 
	 			(ii) 	
      violate any obligation of the first party with respect to
      confidentiality, including information subject to a written
      confidentiality agreement, covenant or obligation or undertaking with a
      third party (provided that, at the request of the other party, the party
      will use commercially reasonable efforts to obtain
the consent of the entity in whose favour the obligation
      exists to the disclosure of any information reasonably requested by the
      other party which is material to the first party and its Subsidiaries,
      taken as a whole);







- 40 - 

	 	(iii) 	
      jeopardize protections afforded the first party under any
      attorney-client privilege or attorney work product doctrine or otherwise
      undermine or void any applicable legal privilege; or

	 	 	 
	 	(iv) 	
      violate any Laws.




	 	5.2.2 	
      Nothing contained in this Agreement shall be interpreted
      to extend to the acts or omissions of any person acting in his or her
      capacity as a director or officer of Stem Cell or Trillium or otherwise to
      fetter the proper exercise of discretion of such person.

	 	 	 
	 	5.2.3 	
      Nothing in this Agreement will prohibit, prevent or
      restrict either Stem Cell or Trillium or their Board of Directors thereof
      from:




	 	 	(a) 	
      responding, within the time and manner required by the
      Applicable Securities Laws, to any take-over bid or tender or exchange
      offer made for its shares or other securities, including making
      appropriate disclosure with respect thereto to the securityholders of such
      party; or

	 	 	 	 
	 	 	(b) 	
      calling and holding a meeting of its shareholders
      requisitioned by shareholders or ordered to be held by a court in
      accordance with applicable Laws;




	5.3 	
      Covenants of
Debentureholders



Except as is otherwise expressly permitted or specifically
contemplated in this Agreement or as may be required by applicable Laws and
except with the consent of the other party, which consent shall not be
unreasonably withheld, conditioned or delayed, each of the Debentureholders
covenants and agrees to Stem Cell, Trillium and to the other Debentureholders,
severally and not jointly and severally, subject to the terms of this Agreement,
that, until the earlier of the Effective Time and the time that this Agreement
is terminated in accordance with its terms as follows: 

	 	(a) 	
      Such Debentureholder agrees to vote, either in person or
      by proxy, all of their Trillium Common Shares and Tillium Class A Pref
      Shares in favour of the Transaction Resolution at the Trillium
    Meeting;




	5.4 	
      Additional Mutual
Covenants



Each of Stem Cell, Acquisitionco and Trillium, as applicable,
will perform all obligations required to be performed by it under this Agreement
and, in connection therewith, use commercially reasonable efforts to do such
acts or things as may be necessary in order to consummate and make effective the
Transaction on the terms and subject to the conditions set out herein. Each of
such parties covenants and agrees that, subject to the terms and conditions set
out herein: 




- 41 - 

	 	5.4.1 	
      Consents. It will use commercially reasonable
      efforts to obtain all waivers, consents and approvals from other parties
      required to be obtained by it or its Subsidiaries to consummate the
      Transaction.

	 	 	 
	 	5.4.2 	
      Satisfaction of Conditions. It will use its
      commercially reasonable efforts to satisfy, or cause to be satisfied, each
      of the conditions precedent set forth in Article 6 hereof on or before the
      Effective Date.

	 	 	 
	 	5.4.3 	
      Exchange Approval. Stem Cell and Trillium will use
      its reasonable commercial efforts to obtain any necessary approval of the
      Exchange to the transactions contemplated in this Agreement, including,
      upon completion of the Transaction.

	 	 	 
	 	5.4.4 	
      Trillium Options. Following the date hereof and
      prior to the Effective Date, the board of directors of Trillium shall
      resolve, in accordance with the provisions of the Trillium ESOP that, upon
      the occurrence of Effective Date, all issued and outstanding Trillium
      Options shall no longer have the right to acquire Trillium Common Shares
      but shall only have the right, upon being duly exercised in accordance
      with their terms, to acquire Amalco Class B
Shares.




	5.5 	
      Confidentiality

	 	 	 
		5.5.1 	
      Confidential Information. All information provided
      by any party to the other, in any form, whether written, electronic or
      verbal, as to financial condition, business, properties, title, assets and
      affairs (including any material contracts) as may reasonably be requested
      by the other party (the “Confidential Information”), will be kept
      confidential by the other party, notwithstanding the termination of this
      Agreement, other than information that:




	 	(a) 	
      has become generally available to the public;

	 	 	 
	 	(b) 	
      was available to a party hereto or its representatives on
      a non-confidential basis before the date of this Agreement; or

	 	 	 
	 	(c) 	
      has become available to a party hereto or its
      representatives on a non-confidential basis from a person who is not, to
      the knowledge of such party or its representatives, otherwise bound by
      confidentiality obligations to the provider of such information or
      otherwise prohibited from transmitting the information to the party or its
      representatives.




	 	5.5.2 	
      No Disclosure. No Confidential Information may be
      released to third parties other than legal counsel and other advisors to
      the parties hereto without the consent of the provider thereof, except
      that the parties hereto agree that they will not unreasonably withhold
      such consent to the extent that such Confidential Information is compelled
      to be released by legal process or must be released to regulatory bodies
      or included in public documents. In the event that this Agreement is
      terminated, all documents, if any, of a confidential nature delivered by
      either Stem Cell or Trillium to the other or to their respective
      representatives, and all copies thereof, shall be immediately returned to
      the party supplying same.







- 42 - 

	5.6 	
      Privacy Matters

	 	 	 	 
		5.6.1 	
      Disclosure of Personal Information. Stem Cell,
      Acquisitionco and Trillium acknowledge and agree that:

	 	 	 	 
			(a) 	
      certain information provided by Trillium to Stem Cell or
      Acquisitionco in connection with the transactions contemplated hereunder
      constitutes Personal Information (the “Disclosed Personal
      Information”) which is necessary in connection with completion of the
      Transaction;

	 	 	 	 
			(b) 	
      that the disclosure of the Disclosed Personal Information
      relates solely to the carrying on of the business of Trillium or Stem Cell
      or the completion of the Transaction; and

	 	 	 	 
			(c) 	
      that such Disclosed Personal
  Information:




	 	(i) 	
      may not be used for any purpose other than those related
      to the performance of this Agreement;

	 	 	 
	 	(ii) 	
      must be kept strictly confidential and Trillium, Stem
      Cell and Acquisitionco will ensure that access to such Personal
      Information will be restricted to those officers, employees and other
      authorized representatives and advisors of Trillium, Stem Cell and
      Acquisitionco who have a bona fide need for access to such
      information and will instruct those representatives to protect the
      confidentiality of such information in a manner consistent with the
      obligations of Trillium, Stem Cell and Acquisitionco hereunder;
  and

	 	 	 
	 	(iii) 	
      upon the termination of this Agreement, or otherwise upon
      the request of Trillium, Stem Cell and Acquisitionco will forthwith cease
      all use of the Disclosed Personal Information acquired by Trillium, Stem
      Cell and Acquisitionco in connection with this Agreement and will return
      to Trillium or, at Trillium’s request, destroy in a secure manner the
      Disclosed Personal Information (and any
copies).




	 	5.6.2 	
      Use of Personal Information. In addition to the
      foregoing obligations:

	 	 	 	 
	 		(a) 	
      Trillium, Stem Cell and Acquisitionco agree to employ
      appropriate technology and procedures to prevent accidental loss or
      corruption of the Disclosed Personal Information, unauthorized input or
      access to the Disclosed Personal Information, or unauthorized or unlawful
      collection, storage, disclosure, recording, copying, alteration, removal,
      deletion, use or other processing of the Disclosed Personal Information;
      and

	 	 	 	 
	 		(b) 	
      each of Trillium, Stem Cell and Acquisitionco agree to
      promptly notify the other of all inquiries, complaints, requests for
      access and claims of which the party is made aware in connection with the
      Disclosed Personal Information, and the parties will fully cooperate with
      one another, with the persons to whom the Disclosed Personal Information
      relates, and any Governmental Authority charged with enforcement of
      Applicable Privacy Laws, in responding to such inquiries, complaints,
      requests for access, and claims. 







- 43 - 

	5.7 	
      Directors and Officers

	 	 	 
		5.7.1 	
      Directors. Upon completion of the Transaction, the
      Board of Directors of Stem Cell shall consist of 7 directors, with the
      proposed directors upon completion of the Transaction, being Mr. David
      AIIan, Dr. James DeMesa, Dr. Henry Friesen, Mr. Dean Peterson, Dr. Niclas
      Stiernholm, Dr. Calvin Stiller and Dr. Michael Moore and each member of
      such Board of Directors, will serve until the earlier of their resignation
      or renewal or until their respective successors are duly elected or
      appointed, as the case may be.

	 	 	 
		5.7.2 	
      Officers. Upon completion of the Transaction, the
      following individuals shall be the officers of Stem Cell: David AIIan,
      Chairman, Dr. Niclas Stiernholm, Chief Executive Officer, Dr. Bob Uger,
      Chief Scientific Officer, Dr. Penka Petrova, Vice President Drug
      Development and Mr. James Parsons, Chief Financial Officer, subject to
      such individuals concluding employment arrangements with Stem Cell on
      terms acceptable to the Board of Directors of Stem Cell until the earlier
      of their resignation or removal or until their respective successors are
      duly elected or appointed, as the case may be.

	 	 	 
		5.7.3 	
      Waiver of Severance. Prior to the Effective Date,
      Dr. Niclas Stiernholm and any other continuing officer of Trillium if
      applicable, shall have entered into an new employment agreement with Stem
      Cell on substantially the same terms as his existing Trillium employment
      contract. Any change of control, severance, termination or unemployment
      compensation, payable by Trillium pursuant to the existing Trillium
      employment, including Dr. Stiernholm’s Trillium employment contract, shall
      have been waived prior to the Effective Date in respect of the
      Transaction, other than as required by applicable Laws for employees
      without agreements as to notice or severance

	 	 	 
		5.7.4 	
      Indemnification. All rights to indemnification
      existing in favour of those persons who are directors and officers of
      Trillium as of the date of this Agreement (the “Indemnified
      Managers”) for their acts and omissions occurring prior to the
      Effective Time shall remain in full force and effect notwithstanding the
      transaction contemplated herein until the expiration of the applicable
      limitations period with respect to any claims against the Indemnified
      Managers arising out of such acts or omissions, and Stem Cell hereby
      assumes and agrees to be responsible for any such
  indemnification.




	5.8 	
      Employee Benefits and Related Matters

	 	 	 
		5.8.1 	
      Stem Cell agrees, and after the Effective Date will cause
      Trillium or any of its Subsidiaries, as the case may be, to: (i) continue
      to employ the current employees of Trillium; and (ii) maintain, until
      their replacement following the closing of the Transaction contemplated
      herein, employee benefits pursuant to employee benefit plans, programs,
      policies or arrangements currently maintained by
  Trillium.







- 44 - 

	 	5.8.2 	
      Nothing herein shall be construed as limiting Stem Cell’s
      ability to amend, modify or terminate any individual employee benefit plan
      or arrangement of Trillium, Stem Cell or any of their respective
      subsidiaries, or (iii) requiring Stem Cell to maintain any particular
      level of employee benefits for any individual employee following the
      Effective Date subject to compliance with Section
5.8.1.




	5.9 	
      Non-Solicit

	 	 	 	 
		5.9.1 	
      Trillium shall immediately cease and cause to be
      terminated any existing solicitation, encouragement, activity, discussion
      or negotiation with any parties by Trillium, any of its subsidiaries or
      any of its or its subsidiaries’ officers, directors, employees,
      representatives and agents with respect to an Acquisition Proposal whether
      or not initiated by Trillium and in connection therewith, Trillium shall
      request (and exercise all rights it has to require) the return of
      information regarding Trillium and its subsidiaries previously provided to
      such parties and shall request (and exercise all rights it has to require)
      the destruction of all materials including or incorporating any
      information regarding Trillium and its subsidiaries.

	 	 	 	 
		5.9.2 	
      Subject to Section 5.10, Trillium agrees that it shall
      not, and shall not authorize or permit any of its subsidiaries or any of
      its or its subsidiaries’ officers, directors, employees, representatives
      or agents, directly or indirectly, to (i) solicit, initiate, encourage or
      knowingly facilitate, including by way of furnishing information or
      entering into any form of agreement, arrangement or understanding, any
      inquiries or the making of any proposals regarding an Acquisition
      Proposal, (ii) participate in any discussions or negotiations regarding
      any Acquisition Proposal, (iii) withdraw or modify in a manner adverse to
      Stem Cell the approval or recommendation of the Board of Directors of Trillium
      of the Transactions contemplated hereby, (iv) approve or recommend any
      Acquisition Proposal or (v) enter into any agreement, arrangement or understanding
      related to any Acquisition Proposal or requiring Trillium to abandon,
      terminate or fail to consummate the Transaction or providing for the
      payment of any break, termination or other fees or expenses to any person
      in the event that Trillium or any of its subsidiaries completes the
      Transaction or any other transaction with Stem Cell or any of its
      affiliates agreed to prior to any termination of this Agreement.
      Notwithstanding the preceding sentence and any other provisions of this
      Agreement, the Board of Directors of Trillium may, prior to the approval
      of the Transaction by the Trillium Shareholders, consider, participate in
      any discussions or negotiations with, or provide information in accordance
      with the last sentence of this paragraph to, any person who has delivered
      a bona fide written Acquisition Proposal which was not solicited or
      encouraged after the date of this Agreement and did not otherwise result
      from a breach of this Section 5.9 and that the Board of Directors of
      Trillium determines in good faith constitutes or is reasonably likely to
      lead to a Superior Proposal; provided, however, that prior to taking any
      such action, Trillium must obtain a confidentiality agreement from the
      person making such Acquisition Proposal; provided further that Trillium
      shall not commence discussions or negotiations with, or provide
      information to any person who has delivered an unsolicited bona fide
      written Acquisition Proposal until 48 hours after Trillium shall have
      advised Stem Cell of its determination that such Acquisition Proposal
      constitutes or is reasonably likely to lead to a Superior Proposal and of
      its intention to take such actions. Trillium shall not
  consider, negotiate, accept, approve or recommend an Acquisition
      Proposal or provide information to any person proposing an Acquisition
      Proposal, in each case after the date of the approval of the Transaction
      by the Trillium Shareholders. If Trillium receives a request for material
      non-public information from a person who has made an unsolicited bona
      fide written Acquisition Proposal and Trillium is permitted, as
      contemplated under the second sentence of this Section 5.9.2, to negotiate
      the terms of such Acquisition Proposal, then, and only in such case, the
      Board of Directors of Trillium may, subject to the execution by such
      person of the confidentiality agreement as described above, provide such
      person with access to information regarding Trillium.







- 45 - 

	 	5.9.3 	
      From and after the date of this Agreement, Trillium shall
      promptly notify Stem Cell, at first orally and then in writing, of any
      inquiries, proposals or offers relating to or constituting an Acquisition
      Proposal, or any request for non-public information relating to Trillium
      or any of its subsidiaries. Such notice shall include a description of the
      material terms and conditions of any proposal, inquiry or offer, the
      identity of the person making such proposal, inquiry or offer and provide
      such other details of the proposal, inquiry or offer as Stem Cell may
      reasonably request.

	 	 	 
	 	5.9.4 	
      Trillium shall ensure that its officers, directors and
      employees and its subsidiaries and their officers, directors and employees
      and any financial advisors or other advisors or representatives retained
      by it are aware of the provisions of this Section 5.9, and it shall be
      responsible for any breach of this Section 5.9 by such officers,
      directors, employees, financial advisors or other advisors or
      representatives.




	5.10 	
      Right to Accept a Superior
  Proposal



If Trillium has complied with Section 5.9 with respect thereto,
Trillium may accept, approve, recommend or enter into any agreement,
understanding or arrangement in respect of a Superior Proposal prior to the
approval of the Transaction by Trillium Shareholders if, and only if (with the
exception of a confidentiality agreement the execution of which shall not be
subject to the conditions of this Section 5.10), (i) five business days shall
have elapsed from the later of (1) the date Stem Cell received written notice
advising Stem Cell that Trillium’s Board of Directors has resolved, subject only
to compliance with this Section 5.10, to accept, approve, recommend or enter
into an agreement in respect of such Superior Proposal, specifying the material
terms and conditions of such Superior Proposal and identifying the person making
such Superior Proposal, and (2) the date Stem Cell received a copy of such
Superior Proposal, (ii) Trillium’s Board of Directors has determined in good
faith that failure to take such action would be inconsistent with its fiduciary
duties under applicable law, and (iii) Trillium will have paid to Stem Cell the
termination fee payable under Section 7.2. 

	6. 	
      CONDITIONS PRECEDENT

	 	 
	6.1 	
      Mutual Conditions
Precedent



The respective obligations of the parties hereto to complete
the transactions contemplated by this Agreement are subject to the satisfaction
of, or mutual waiver (subject to applicable Laws) by Stem Cell and Trillium and
the Debentureholders on or before the Effective Date (and, in the case of the
condition in section 6.3.3, the satisfaction or mutual waiver of that condition
on or before the date of the Trillium Meeting) of each of the
following conditions, which are for the mutual benefit of Stem Cell and
Acquisitionco, on the one hand, and Trillium and the Debentureholders, on the
other hand, and which may be waived (subject to applicable Laws), in whole or in
part, by Stem Cell (on its own behalf, and on behalf of Acquisitionco) and
Trillium and the Debentureholders at any time: 




- 46 - 

	 	6.1.1 	
      Transaction Resolutions. The Transaction
      Resolutions to approve the Transaction, in form and substance acceptable
      to Stem Cell and Trillium, acting reasonably, shall have been approved by
      the Trillium Shareholders at the Trillium Meeting in accordance with
      applicable Laws;

	 	 	 
	 	6.1.2 	
      Securities Exemptions. The issuance and delivery
      of the Stem Cell Shares, when issued pursuant to the Transaction, will be
      exempt from the dealer registration and prospectus requirements of
      Applicable Securities Laws in Canada;

	 	 	 
	 	6.1.3 	
      Offering. The Stem Cell Offering shall have been
      completed, for minimum aggregate gross proceeds of $2,500,000;
  and

	 	 	 
	 	6.1.4 	
      Amalgamation Agreement. The Amalgamation Agreement
      shall have been executed by the parties thereto.

	 	 	 
	 	6.1.5 	
      Exchange Listing. The Exchange shall have
      conditionally approved the listing of the Stem Cell Shares issuable
      pursuant to the Transaction.




	6.2 	
      Additional Conditions Precedent to the Obligations of
      Trillium and Debentureholders



The obligation of Trillium and the Debentureholders to complete
the transactions contemplated by this Agreement shall be subject to the
satisfaction of, or waiver by Trillium and the Debentureholders, on or before
the Effective Date or such earlier date stipulated in the following conditions,
each of which is for the exclusive benefit of Trillium and the Debentureholders
and which may be waived by Trillium and the Debentureholders at any time, in
whole or in part, in its sole discretion and without prejudice to any other
rights that Trillium and the Debentureholders may have: 

	 	6.2.1 	
      Covenants and Representations and Warranties. Stem
      Cell and Acquisitionco shall have complied in all material respects with
      their respective obligations, covenants and agreements in this Agreement
      to be performed and complied with on or before the Effective Time except
      if the failure to comply with such obligation, covenant or agreement would
      not significantly delay or impede completion of the Transaction or the
      ability of Stem Cell or Acquisitionco to complete the Transaction and
      shall not be in material default of any covenant contained herein and the
      representations and warranties of Stem Cell in sections 3.1 and 3.2 shall
      be true and correct as of the Effective Date as if made on and as of such
      date (except for such representations and warranties that represent and
      warrants facts or information as at a specific or particular date, which
      representations and warranties shall truly and correctly represent such
      facts or information as of that date), except:







- 47 - 

	 	(a) 	
      as affected by transactions, changes, conditions, events
      or circumstances contemplated or permitted by this Agreement, or

	 	 	 
	 	(b) 	
      for breaches of representations and warranties which in
      the aggregate do not have a Material Adverse Effect on Stem Cell or
      prevent or materially delay or impede the consummation of the Transaction
      or the ability of Stem Cell of Acquisitionco to complete the Transaction,
      and Trillium shall have received a certificate of Stem Cell and
      Acquisitionco addressed to Trillium and dated the Effective Date, signed
      by the Executive Chairman of Stem Cell (on behalf of Stem Cell and
      Acquisitionco and without personal liability) certifying the
    foregoing;




	 	6.2.2 	
      Legal Opinion. Stem Cell shall have furnished the
      Debentureholders with an opinion of legal counsel to Stem Cell, dated the
      Effective Date to the effect that the issuance of the Stem Cell Shares and
      Stem Cell Units to be issued pursuant to the Transaction will be exempt
      from the prospectus and dealer registration requirements under the Alberta
      securities laws and the first trade of such securities shall be exempt
      from restrictions on resale of securities except in the case of a control
      distribution and assuming certain conditions are met;

	 	 	 
	 	6.2.3 	
      No Material Adverse Effects. There shall not exist
      or have occurred (or been threatened) any change (or any condition, event
      or development involving a prospective change) which, individually or in
      the aggregate, has had, or is reasonably likely to have a Material Adverse
      Effect on Stem Cell; and

	 	 	 
	 	6.2.4 	
      Exchange Listing. The Exchange shall have
      conditionally approved the listing of all the Stem Cell Shares (including
      the Stem Cell Shares issuable pursuant to the exercise of common share
      purchase warrant comprising a Stem Cell Unit) issuable pursuant to the
      Transaction.




	6.3 	
      Additional Conditions Precedent to the Obligations of
      Stem Cell and Acquisitionco



The obligation of Stem Cell and Acquisitionco to complete the
transactions contemplated by this Agreement shall be subject to the satisfaction
of, or waiver by Stem Cell (on its own behalf and on behalf of Acquisitionco),
on or before the Effective Date or such earlier date stipulated in the following
conditions, each of which is for the exclusive benefit of Stem Cell and
Acquisitionco and which may be waived by Stem Cell (on its own behalf and on
behalf of Acquisitionco) at any time, in whole or in part, in its sole
discretion and without prejudice to any other rights that Stem Cell and
Acquisitionco may have: 

	 	6.3.1 	
      Covenants and Representations and Warranties.
      Trillium shall have complied in all material respects with its
      obligations, covenants and agreements in this Agreement to be performed
      and complied with on or before the Effective Date except if the failure to
      comply with such obligation, covenant or agreement would not significantly
      delay or impeded completion of the Transaction or the ability of Trillium
      to complete the Transaction and shall not be in material default of any
      covenant contained herein and the representations and warranties of
      Trillium in sections 3.1 and 3.3 shall be true and correct as of the
      Effective Date as if made on and as of such date (except for such
      representations and warranties that represent and warrant facts or
      information as at a specific or particular
date, which representations and warranties shall truly and
      correctly represent such facts or information as at such date), except (i)
      as affected by transactions, changes, conditions, events or circumstances
      contemplated or permitted by this Agreement, or (ii) for breaches of
      representations and warranties which in the aggregate do not have a
      Material Adverse Effect on Trillium or prevent or materially delay or
      impede the consummation of the Transaction or the ability of Trillium to
      complete the Transaction and Stem Cell and Acquisitionco shall have
      received a certificate of Trillium addressed to Stem Cell and
      Acquisitionco and dated the Effective Date, signed by the Chief Executive
      Officer of Trillium (on behalf of Trillium and without personal liability)
      certifying the foregoing;







- 48 - 

	 	6.3.2 	
      No Material Adverse Effect. There shall not exist
      or have occurred (or been threatened) any change (or any condition, event
      or development involving a prospective change) which, individually or in
      the aggregate, has had or is reasonably likely to have a Material Adverse
      Effect on Trillium;

	 	 	 
	 	6.3.3 	
      Dissent Rights. The time period for the exercise
      of any right to dissent conferred upon the Trillium Shareholders in
      respect of the Transaction shall have expired and the Trillium
      Shareholders shall not have exercised (and not lost, abandoned or
      withdrawn) such right of dissent with respect to greater than 5% of the
      number of outstanding Trillium Shares; and

	 	 	 
	 	6.3.4 	
      Directors and Officers. Each of the members of the
      Board of Directors of Trillium and each of the officers of Trillium (other
      than such directors and officers as are, as set out in section 5.7, to
      continue as directors or officers following completion of the Transaction)
      shall have provided their written resignation and releases as directors
      and officers of Trillium effective on or before the Effective
  Date.




	7. 	
      TERMINATION OF AGREEMENT

	 	 
	7.1 	
      Termination by Certain
Parties



This Agreement may be terminated: 

	 	7.1.1 	
      Mutual Agreement. By agreement in writing executed
      by Stem Cell and Trillium;

	 	 	 
	 	7.1.2 	
      Superior Proposal. By Stem Cell, if the Board of
      Directors of Trillium fails to recommend or withdraws, modifies or changes
      its approval or recommendation of this Agreement, the Transaction, or the
      Transaction Resolution in a manner adverse to Stem Cell as a result of a
      Superior Proposal or recommends or approves a Superior Proposal;

	 	 	 
	 	7.1.3 	
      Non-Complete. By Stem Cell, if prior to the
      Effective Time if any event which may give rise to payment of the Trillium
      Non-Completion Fee set forth in Section 7.3 hereof
  occurs;







- 49 - 

	 	7.1.4 	
      Other Termination. By either Stem Cell, Trillium
      or any of the Debentureholders, upon written notice by either one to the
      other:

	 	 	 	 
	 		(a) 	
      Completion Deadline. If the Effective Date does
      not occur on or before April 19, 2013, or such later date as may be agreed
      between Stem Cell and Trillium and the Debentureholders;

	 	 	 	 
	 		(b) 	
      Trillium Securityholder Approval. If the Trillium
      Meeting is held and the Transaction Resolutions are not passed by the
      Trillium Shareholders in accordance with applicable Laws; or

	 	 	 	 
	 		(c) 	
      Prohibited Transaction. If a court of competent
      jurisdiction or other Governmental Body shall have issued a final and
      non-appealable order, decree or ruling, or shall have taken any other
      action, having the effect of permanently restraining, enjoining or
      otherwise prohibiting the Transaction.




	7.2 	
      Void upon Termination



If this Agreement is terminated, it shall, except as provided
in this section 7.2 and except for obligations of Trillium in Section 7.3 and
the mutual obligations of confidentiality in sections 5.2.1 and 5.5, become void
and of no force and effect and no party (inclusive of the Debentureholders), nor
its directors, officers or securityholders shall have any liability or further
obligation to the other party hereunder, provided that neither the termination
of this Agreement nor anything contained in this section 7.2 shall relieve any
party from any liability for any wilful breach by it of this Agreement occurring
prior to such termination.

	7.3 	
      Non-Completion Fee Payable by
  Trillium



If at any time after the date hereof
and prior to termination hereof, any of the following occur: 

	 	7.3.1 	
      Trillium accepts, recommends, approves or enters into an
      agreement with respect to a Superior Proposal prior to completion of the
      Transaction;

	 	 	 
	 	7.3.2 	
      Trillium is in breach of any of its representations,
      warranties or covenants made in this Agreement which breach individually
      or in the aggregate causes or would be reasonably expected to cause a
      Material Adverse Effect in respect of Trillium or materially impedes the
      completion of the Transaction, and Trillium fails to cure such breach
      within five (5) Business Days after receipt of written notice thereof from
      Stem Cell (except that no cure period shall be provided for a breach which
      by its nature cannot be cured and, in no event, shall any cure period
      extend beyond the Effective Date);



then, in the event of termination of
this Agreement, Trillium shall pay an amount equal to $100,000 plus G.S.T. (the
“Trillium Non-Completion Fee”), in immediately available funds to or to
an account designated by Stem Cell within two (2) Business Days after the
Agreement is terminated. 




- 50 - 

	7.4 	
      Notice of Unfulfilled Conditions

	 	 	 
		7.4.1 	
      Notice. If any party hereto shall determine at any
      time prior to the Effective Date that it intends to refuse to complete the
      transactions contemplated herein because of any unfulfilled or unperformed
      condition contained in this Agreement, such party shall so notify the
      other party forthwith upon making such determination in order that the
      other party shall have the right and opportunity to take such steps, at
      its own expense, as may be necessary for the purpose of fulfilling or
      performing such condition within a reasonable period of time, but in no
      event later than April 12, 2013.

	 	 	 
		7.4.2 	
      No Termination. No party may exercise any
      termination right arising therefrom unless forthwith and in any event
      prior to the Effective Time, the party intending to rely thereon has given
      a written notice to the other party specifying in reasonable detail all
      breaches of covenants, representations and warranties or other matters
      which the party giving such notice is asserting as the basis for the
      non-fulfillment of the applicable condition precedent or the exercise of
      the termination right, as the case may be.

	 	 	 
		7.4.3 	
      Cure Period. If any such notice is given, provided
      that the other party is proceeding diligently to cure such matter, if such
      matter is capable of being cured, the party giving such notice may not
      terminate this Agreement as a result thereof until the earlier of April
      16, 2013 and the expiration of a period of 30 days from such
  notice.

	 	 	 
		7.4.4 	
      Adjournment of Trillium Meeting. If such notice
      has been given prior to the date of the Trillium Meeting, unless the
      parties agree otherwise, such meeting shall be adjourned and shall not be
      held until such time as is reasonably practicable after the earlier of (i)
      the matter to which the notice relates being cured and (ii) the expiry of
      such period.

	 	 	 
		7.4.5 	
      Cure. For greater certainty, in the event that
      such matter is cured within the time period referred to herein, the
      Agreement may not be terminated as a result
thereof.




	8. 	
      GENERAL

	 	 	 
	8.1 	
      Notices

	 	 	 
		8.1.1 	
      Notices. All notices and other communications
      given or made pursuant to this Agreement hereunder will be in writing and
      will be delivered to the particular party at the following address or sent
      by telecopy or facsimile transmission (provided that receipt of such
      telecopy or transmission is confirmed or such telecopy or transmission is
      recorded as having been transmitted successfully) at the following number
      or sent or delivered by electronic mail transmission at the following
      e-mail address or at such other address, telecopier number or e-mail
      address which any party may, from time to time, notify the other by notice
      given in accordance with this section:







- 51 - 

	 	(a) 	if to Stem Cell or Acquisitionco, to
      them at: 
	 	  	  	  
	 	  	MaRS Centre, Heritage Building 
	 	  	101 College Street, Suite 200 
	 	  	Toronto, Ontario 
	 	  	M5G 1L7 	  
	 	  	  	  
	 	  	Attention: 	David Allan, Executive Chairman 
	 	  	E-mail: 	dallan@stemcellthera.com 
	 	  	  	  
	 	with a copy (which shall not constitute notice)
      to: 
	 	  	  	  
	 	  	McCarthy Tétrault LLP 
	 	  	1150, Claire-Fontaine, 7th Floor
  
	 	  	Québec, Québec 
	 	  	G1R 5G4 	  
	 	  	  	  
	 	  	Attention: 	Philippe Leclerc 
	 	  	E-mail: 	pleclerc@mccarthy.ca 
	 	  	  	  
	 	(b) 	and if to Trillium: 
	 	  	  	  
	 	  	96 Skyway Avenue 
	 	  	Toronto, Ontario 
	 	  	M9W 4Y9 	  
	 	  	  	  
	 	  	Attention: 	Niclas Stiernholm, Chief Executive Officer
  
	 	  	E-mail: 	niclas@trilliumtherapeutics.com 
	 	  	  	  
	 	with a copy (which shall not constitute notice)
      to: 
	 	  	  	  
	 	  	Borden Ladner Gervais LLP 
	 	  	Suite 4400, Scotia Plaza, 40 King
      Street West 
	 	  	Toronto, Ontario 
	 	  	M5H 3Y4 	  
	 	  	  	  
	 	  	Attention: 	Jay A. Lefton 
	 	  	E-mail: 	jlefton@blg.com 
	 	  	  	  
	 	(c) 	if to the Debentureholders: 
	 	  	  	  
	 	  	GrowthWorks Canadian Fund Ltd. 
	 	  	130 King Street West, Suite 2200
  
	 	  	Toronto, Ontario 
	 	  	M5X 1E3 	  
	 	  	  	  
	 	  	Attention: 	Joseph Regan 
	 	  	E-mail: 	joseph.regan@growthworks.ca 
	 	  	  	  
	 	  	Business Development Bank of Canada
    






- 52 - 

	 	380, St-Antoine O., bureau 2000 
	 	Montréal, Québec 
	 	H2Y 3X7 	  
	 	  	  
	 	Attention: 	Charles Cazabon 
	 	E-mail: 	charles.cazabon@bdc.ca 
	 	  	  
	 	Covington Capital Corporation 
	 	87 Front Street East, Suite 400 
	 	Toronto, Ontario 
	 	M5E 1B8 	  
	 	  	  
	 	Attention: 	Lily Lam 
	 	E-mail: 	lily@covingtoncap.com 
	 	  	  
	 	MaRS Investment Accelerator Fund 
	 	MaRS Centre, South Tower, Suite 100 
	 	101 College Street 
	 	Toronto, Ontario 
	 	M5G 1L7 	  
	 	  	  
	 	Attention: 	Michelle McBane 
	 	E-mail: 	mmcbane@marsdd.com 



	 	8.1.2 	
      Notice Deemed Given. Notice or other communication
      will be deemed to have been given when it is delivered (either in person,
      by courier service or other personal method of delivery) by courier or, in
      the case of notice or communication by electronic mail transmission during
      regular business hours on a Business Day in the recipient’s city, upon the
      successful transmission thereof, or otherwise, in the case of electronic
      mail transmission, at 9:00 a.m. on the next Business Day in the place of
      receipt if successful transmission is received outside regular business
      hours in the recipient’s city.




	8.2 	
      Fees and Expenses



Except as expressly set out herein, each party hereto will be
responsible for and bear all of its own costs and expenses incurred at any time
in connection with entering into this Agreement and completing the Transaction
and the other transactions contemplated herein, including legal fees, accounting
fees, financial advisory fees and all disbursements by advisors. 

	8.3 	
      No Assignment



Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by any party hereto, in whole or in part
(whether by operation of law or otherwise). 

	8.4 	
      Binding Effect



This Agreement shall be binding upon the parties hereto and
shall enure to the benefit of and be binding upon their respective successors
(including any successor by reason of amalgamation or statutory arrangement).





- 53 - 

	8.5 	
      Time of Essence



Except as otherwise expressly provided in this Agreement, time
shall be of the essence of this Agreement, both in respect of the dates and
periods mentioned and in respect of any dates or periods which may be
substituted for them in accordance with the provisions of this Agreement or by
agreement in writing between the parties. 

	8.6 	
      Public Announcements



Stem Cell and Trillium will consult with each other as to the
general nature of any press release, public announcement or public statement
with respect to this Agreement or the Transaction and, subject to applicable
Laws, will use its commercially reasonable efforts to enable the other to review
and comment upon any news release, public announcement or public statement
regarding this Agreement and the transactions contemplated hereby except (i)
filing of a copy of this Agreement as required pursuant to applicable Laws, (ii)
as such party may reasonably conclude is required under applicable Laws, or the
rules, regulations, policies or other requirements of, or listing agreement with
the Exchange and (iii) that, notwithstanding anything to the contrary contained
in this section 8.6 or elsewhere in this Agreement. 

	8.7 	
      Governing Law



This Agreement shall be governed by and construed in accordance
with the laws of Ontario and the federal laws of Canada applicable therein. Each
party hereto irrevocably submits to and attorns to the non-exclusive
jurisdiction of the courts of Ontario with respect to any matter arising under
or in relation to this Agreement. 

	8.8 	
      Entire Agreement

	 	 	 
		8.8.1 	
      Entire Agreement. This Agreement constitutes the
      entire agreement and understanding between the parties hereto pertaining
      to the subject matter hereof and supersedes all other prior agreements,
      arrangements, understandings, undertakings, negotiations and discussions
      of any nature, whether oral or written, between the parties hereto, or any
      of them, with respect to the subject matter of this Agreement and shall
      survive any termination of this Agreement.

	 	 	 
		8.8.2 	
      No Other Representations or Warranties. There are
      no representations, warranties, covenants, terms, conditions, undertakings
      or collateral agreements, expressed, implied or statutory, between the
      parties hereto with respect to the subject matter hereof except as
      expressly set forth in this Agreement.

	 	 	 
	8.9 	
      Third Party Rights



Except for the rights of the Trillium Shareholders to receive
the consideration for their Trillium Shares following the Effective Time
pursuant to the Transaction, this Agreement is not intended to confer any rights
or remedies upon any other Person other than the parties to the Agreement. 

	 	8.9.1 	
      Trillium Beneficiaries. Section 8.16 is intended
      for the benefit of the directors, officers and employees of Trillium and
      such sections shall be enforceable by each of such persons and their
      heirs, executors, administrators and other legal representatives
      (collectively, the “Trillium Beneficiaries”) and Trillium and any
      successors to Trillium shall hold the rights and benefits of such sections
      and this section 8.9 in trust for and on behalf of the Trillium
      Beneficiaries and Trillium hereby accepts such trust and agrees to hold
      the benefit of and enforce performances of such covenants on behalf of the
      Trillium Beneficiaries,







- 54 - 

	 	8.9.2 	
      Stem Cell Beneficiaries. Section 8.16 is intended
      for the benefit of the directors, officers and employees of Stem Cell and
      Acquisitionco and shall be enforceable by each of such persons and their
      heirs, executors, administrators and other legal representatives
      (collectively, the “Stem Cell Beneficiaries”) and Stem Cell and
      Acquisitionco and any successor to Stem Cell shall hold the rights and
      benefits of section 8.16 and this section 8.9 in trust for and on behalf
      of the Stem Cell Beneficiaries and Stem Cell and Acquisitionco hereby
      accept such trust and agree to hold the benefit of and enforce performance
      of such covenants on behalf of the Stem Cell
  Beneficiaries,



and such rights are in addition to, and not in substitution
for, any other rights that any Trillium Beneficiary or Stem Cell Beneficiary may
have by contract or otherwise. 

	8.10 	
      Amendment

	 	 	 	 
		8.10.1 	
      Amendment. Subject to any requirements imposed by
      applicable Laws, this Agreement may, at any time and from time to time
      before or after the holding of the Trillium Meeting but not later than the
      Effective Time, be amended by written agreement of the parties hereto, and
      any such amendment may, without limitation:

	 	 	 	 
			(a) 	
      change the time for performance of any of the obligations
      or acts of the parties;

	 	 	 	 
			(b) 	
      waive any inaccuracies or modify any representation,
      warranty, term or provision contained herein or in any document delivered
      pursuant hereto; or

	 	 	 	 
			(c) 	
      waive compliance with or modify any of the conditions
      precedent referred to in Article 6 or any of the covenants herein
      contained or waive or modify performance of any of the obligations of the
      parties hereto;



provided, however, that no such amendment may reduce or
materially affect the consideration to be received by the Trillium
Securityholders under the Transaction without their approval at the Trillium
Meeting or, following the Trillium Meeting, without their approval. 

	8.11 	
      Waiver, Modifications and Remedies

	 	 	 	 
		8.11.1 	
      Waiver and Modification. Any party hereto
    may:

	 	 	 	 
			(a) 	
      waive, whole or in part, any inaccuracy of, or consent to
      the modification of, any representation or warranty made to them hereunder
      or in any document to be delivered pursuant hereto;

	 	 	 	 
			(b) 	
      extend the time for performance of any of the obligations
      or acts of the other party;







- 55 - 

	 		(c) 	
      waive or consent to the modification of any of the
      covenants herein contained for their respective benefit or waive or
      consent to the modification of any of the obligations of the other party
      hereto; or

	 	 	 	 
	 		(d) 	
      waive the fulfillment of any condition to its obligations
      contained herein (subject to applicable Laws).

	 	 	 	 
	 	8.11.2 	
      Waiver in Writing. Any waiver or consent to the
      modifications of any of the provisions of this Agreement, to be effective,
      must be in writing executed by the party granting such waiver or consent
      and, unless otherwise provided in such written waiver, will be limited to
      the specific breach or condition waived.

	 	 	 	 
	 	8.11.3 	
      Rights Not Affected. No failure on the part of any
      party to exercise any right, power or remedy under this Agreement, and no
      delay on the part of any party in exercising any right, power or remedy
      provided by Law or under this Agreement, or failure of any party to assert
      any of the rights provided by Law or under this Agreement shall affect
      that right, power or remedy or constitute or operate as a waiver
      thereof.

	 	 	 	 
	 	8.11.4 	
      Rights Cumulative. All rights and remedies of any
      party hereto are cumulative of each other and of every other right or
      remedy such party may otherwise have in law or in equity, and the exercise
      of one or more rights or remedies shall not prejudice or impair the
      concurrent or subsequent exercise of other rights or remedies.

	 	 	 	 
	 	8.11.5 	
      Partial Exercise. The single or partial exercise
      of any right, power or remedy provided by Law or under this Agreement
      shall not preclude any other or further exercise of such right, power or
      remedy or the exercise or any further exercise of any other right, power
      or remedy.

	 	 	 	 
	 	8.11.6 	
      No Continuing Waiver. No waiver or partial waiver
      of any nature, in any one or more instances, will be deemed or construed a
      continued waiver of any condition or breach of any other term,
      representation or warranty in this Agreement or be deemed or construed to
      constitute a waiver of any other provision (whether or not similar) or a
      future waiver of the same provisions.




	8.12 	
      Severability



If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any Law or public policy, all other
terms and provisions of this Agreement shall nevertheless remain in full force
and effect and shall in no way be affected, impaired or invalidated so long as
the economic or legal substance of the transactions contemplated herein is not
affected in any manner which has a Material Adverse Effect on either Trillium or
Stem Cell. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the extent permitted
by applicable Law in order that the transactions contemplated by this Agreement
are consummated as originally contemplated to the fullest and greatest extent
possible. 




- 56 - 

	8.13 	
      Mutual Interest



Notwithstanding the fact that any part of this Agreement may
have been drafted or prepared by or on behalf of one of the parties hereto, all
parties confirm that this Agreement is the product of negotiation by the parties
having the assistance of counsel and other advisors and that they and their
respective counsel have reviewed and negotiated this Agreement. The parties
hereto have adopted this Agreement as the joint agreement and understanding of
the parties, and the language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent. No rule of
construction providing that a provision is to be interpreted in favour of the
person who contracted the obligation and against the person who stipulated it
will be applied against any party hereto. 

	8.14 	
      Further Assurances



Subject to the conditions and other express provisions of this
Agreement, the parties hereto will, from time to time and at all times
hereafter, at the request of the other party, do all such further acts and
things, including executing and delivering all such further deeds, agreements,
transfers, documents, assurances and instruments, as will be reasonably
necessary in order to fully perform and carry out the terms and intent of this
Agreement. 

	8.15 	
      Injunctive Relief



The parties agree that irreparable harm and damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached for which money
damages would not be an adequate remedy at law. It is accordingly agreed that
the parties will be entitled to seek an injunction or injunctions and other
equitable relief to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof. Any requirement for the securing
or posting of any bond in connection with the obtaining of any such injunctive
or other equitable relief are hereby waived. 

	8.16 	
      No Personal Liability



No director, officer or employee of any party shall have any
personal liability to any other party under this Agreement or any other document
delivered in connection with this Agreement or the transactions contemplated by
this Agreement on behalf of such party or any of its subsidiaries. 

	8.17 	
      Counterparts and
Execution




	 	8.17.1 	
      Execution in Counterpart. This Agreement may be
      executed and delivered (including by facsimile or electronic transmission)
      by the different parties hereto in any number of separate counterparts,
      all of which together shall be considered to constitute one and the same
      agreement and shall become effective when one or more counterparts have
      been signed by each of the parties and delivered to the other
    parties.

	 	 	 
	 	8.17.2 	
      Facsimile Execution Pages. The exchange of copies
      of this Agreement and of signature pages by facsimile or electronic
      transmission will constitute effective execution and delivery of this
      Agreement as to the parties and may be used in lieu of exchange of an
      executed original Agreement for all purposes and be as effective as
      delivery of a manually executed copy of the Agreement by each
  party.







- 57 - 

	 	8.17.3 	
      Facsimile Transmission. Signatures of the
      authorized signatories of the parties transmitted by facsimile or
      electronic transmission will be deemed to be their original signatures for
      all purposes.

	 	 	 
	 	8.17.4 	
      Delivery. The parties shall be entitled to rely
      upon delivery of an executed facsimile or similar electronic copy or
      electronically transmitted copy of an executed copy or counterpart of this
      Agreement, and such facsimile, similar electronic or electronically
      transmitted copy shall be legally effective to create a valid and binding
      agreement between the parties when one or more manual or facsimile or
      similar electronic copy or electronically transmitted copies have been so
      executed by each of the parties and delivered to the other
  parties.



(Signatures on following page) 




- 58 - 

IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto on March 25, 2013. 

	STEM CELL THERAPEUTICS CORP. 	 	2364556 ONTARIO INC. 
	 	 	 	 	 
	Per: 	(Signed) “David Allan” 	 	Per: 	(Signed) “David Allan” 
	  	Authorized Signatory 	 	  	Authorized Signatory 
	 	 	 	 	 
	TRILLIUM THERAPEUTICS INC. 	 	COVINGTON FUND II INC. by its
      manager 
	  	  	 	COVINGTON CAPITAL CORPORATION
    
	 	 	 	 
	Per: 	(Signed) “Dr. Niclas Stiernholm” 	 	Per: 	(Signed) 
	  	Authorized Signatory 	 	  	Authorized Signatory 
	 	 	 	 	 
	GROWTHWORKS CANADIAN FUND LTD. 	 	BDC CAPITAL INC. 
	 	 	 
	Per:  	(Signed)	 	Per: (Signed) 
	  	Authorized Signatory 	 	  	Authorized Signatory 



	MaRS INVESTMENT ACCELERATOR FUND INC. 	 
	 	 
	Per:	(Signed)	 
	 	Authorized Signatory 	 






A-1 

APPENDIX A 

AMALGAMATION AGREEMENT 

See document attached 




A-2 

AMALGAMATION AGREEMENT 

THIS AGREEMENT made the _____day of April 2013 

	AMONG: 	2364556 Ontario Inc., a corporation
      incorporated under the Business Corporations Act (Ontario) 
	 	 
	  	(“Acquisitionco”) 
	 	 
	AND: 	Trillium Therapeutics Inc., a
      corporation incorporated under the Business Corporations Act
      (Ontario) 
	 	 
	  	(“Trillium”) 
	 	 
	AND: 	Stem Cell Therapeutics Corp., a body
      corporate incorporated under the Business Corporations Act
      (Alberta) 
	 	 
	  	(“Stem Cell”) 


WHEREAS: 

	A. 	
      Acquisitionco was incorporated under the laws of Ontario
      by Articles of Incorporation effective March 12, 2013;

	 	 
	B. 	
      Acquisitionco is a wholly-owned subsidiary of Stem
      Cell;

	 	 
	C. 	
      Acquisitionco, Trillium, Stem Cell and certain senior
      securityholders of Trillium have entered into a debenture purchase and
      merger agreement dated March 25, 2013 (the “Debenture Purchase and Merger
      Agreement”) with respect to the transactions contemplated
herein;

	 	 
	D. 	
      As contemplated in the Debenture Purchase and Merger
      Agreement, Acquisitionco and Trillium wish to amalgamate on the terms and
      conditions set forth herein and in the Debenture Purchase and Merger
      Agreement; and

	 	 
	E. 	
      Capitalized terms used here but not otherwise defined
      shall have the meaning ascribed thereto in the Debenture Purchase and
      Merger Agreement.



NOW THEREFORE, in consideration of the covenants and
agreements herein contained, the parties agree as follows: 

	1. 	
      AMALGAMATION

	 	 
	1.1 	
      Acquisitionco and Trillium will amalgamate, pursuant to
      the provisions of the Business Corporations Act (Ontario), and
      continue as one corporation (“Amalco”) effective immediately upon
      the issue of the certificate of amalgamation issued by the Director
      appointed under the Business Corporations Act (Ontario) in respect
      of the amalgamation (the “Effective Time”) upon and subject to the
      terms and conditions and in the manner set out in this
  Agreement.







A-3 

	2. 	
      EFFECT

	 	 	 
	2.1 	
      Upon the amalgamation of Acquisitionco and Trillium
      becoming effective:

	 	 	 
		2.1.1 	
      their property shall continue to be the property of
      Amalco;

	 	 	 
		2.1.2 	
      Amalco shall continue to be liable for their
      obligations;

	 	 	 
		2.1.3 	
      an existing cause of action, claim or liability to
      prosecution relating to one or more of them shall be unaffected;

	 	 	 
		2.1.4 	
      a civil, criminal or administrative action or proceeding
      pending by or against one or more of them may be continued to be
      prosecuted by or against Amalco;

	 	 	 
		2.1.5 	
      a conviction against, or ruling, order or judgment in
      favour of or against, one or more of them may be enforced by or against
      Amalco; and

	 	 	 
		2.1.6 	
      Amalco’s Articles of Amalgamation shall be deemed to be
      its articles of incorporation and Amalco’s Certificate of Amalgamation
      shall be deemed to be its certificate of
incorporation.




	3. 	
      AMALGAMATION EVENTS

	 	 	 
	3.1 	
      At the Effective Time:

	 	 	 
		3.1.1 	
      the holders of Acquisitionco common shares will receive
      Amalco common shares on the basis of one (1) Amalco common share for every
      one (1) Acquisitionco common shares held;

	 	 	 
		3.1.2 	
      the holders of Trillium Class A Pref Shares will receive
      Amalco Class A Pref Shares on the basis of one (1) Amalco Class A Pref
      Share for every one (1) Trillium Class A Pref Share held;

	 	 	 
		3.1.3 	
      the holders of Trillium Common Shares will receive Amalco
      Class B Pref Shares on the basis of one (1) Amalco Class B Pref Shares for
      every one (1) Trillium Common Share held;

	 	 	 
		3.1.4 	
      concurrently with the Effective Time, Stem Cell will
      purchase all of the Debentures and all of the Trillium Class A Pref
      Warrants from the Debentureholders on the terms set forth in the Debenture
      Purchase and Merger Agreement; and

	 	 	 
		3.1.5 	
      immediately following the Effective Time, Amalco shall
      then redeem all of the issued and outstanding Amalco Class A Pref Shares
      and Amalco Class B Pref Shares at the Redemption Amount of
      $0.00000000000001 per share.




	4. 	
      NAME

	 	 
	4.1 	
      The name of Amalco will be Trillium Therapeutics
    Inc.







A-4 

	5. 	
      REGISTERED OFFICE

	 	 
	5.1 	
      The registered office of Amalco will be situated in the
      Province of Ontario at Suite 5300, TD Bank Tower, Toronto, Ontario,
      Canada, M5K 1E6.

	 	 
	6. 	
      DIRECTORS

	 	 
	6.1 	
      The number of directors of Amalco will be a minimum of 1
      and a maximum of 10.

	 	 
	6.2 	
      The following persons will be the first
  directors:




	 	Name 	Residence Address 
	 	David Allan 	  



	7. 	
      OFFICERS

	 	 
	7.1 	
      The following persons will be the officers of Amalco and
      will occupy the offices indicated beside their
names:




	 	Name 	Residence Address 	Office 
	 	David Allan 	redacted 	President and Corporate Secretary




	8. 	
      AUTHORIZED CAPITAL

	 	 
	8.1 	
      Amalco will be authorized to issue an unlimited number of
      common shares, an unlimited number of Class A Pref Shares and an unlimited
      number Class B Pref Shares.

	 	 
	8.2 	
      The rights, privileges, restrictions and conditions
      attaching to the common shares, Class A Pref Shares and Class B Pref
      Shares of Amalco are set forth in the Articles of Amalgamation attached as
      Schedule A to this Agreement.

	 	 
	9. 	
      STATED CAPITAL

	 	 
	9.1 	
      The amounts to be added at the Effective Time to the
      stated capital accounts to be maintained by Amalco are: (1) an amount
      equal to the sum of the amount in the stated capital account maintained by
      Acquisitionco for its common shares will be added to the stated capital
      account for Amalco common shares and (2) the amount in the stated capital
      account maintained by Trillium for its common shares and Class A Pref
      Shares will be added to the stated capital account for Amalco Class B Pref
      Shares and Amalco Class A Pref Shares, respectively.

	 	 
	10. 	
      DISSENTING
SHAREHOLDERS




	10.1 	
      A holder of Trillium Common Shares and/or Trillium Class
      A Preference Shares (the “Trillium Shares”) who, in connection with
      the resolutions of the shareholders of Trillium approving the amalgamation
      (the “Amalgamation Resolution”), has validly exercised the right to
      dissent pursuant to applicable law (the “Dissenting Shareholder”)
      in strict compliance with the provisions thereof and thereby becomes
      entitled to receive the fair value of his or her Trillium Shares in cash
      determined as of the close of business on the day before the adoption of the Amalgamation
      Resolution and has not withdrawn or been deemed to have withdrawn such
      exercise of dissent rights, but only in respect of Trillium Shares in
      respect of which dissent rights are validly exercised by such
    holder.







A-5 

	10.2 	
      Each Dissenting Shareholder shall cease to have any
      rights as a shareholder of Trillium (the “Trillium Shareholder”)
      other than the right to paid by Amalco the fair value of the Trillium
      Shares held by the Dissenting Shareholder in accordance with applicable
      law.

	 	 	 
	10.3 	
      Trillium Shares which are held by a Dissenting
      Shareholder shall not be exchanged for Stem Cell Shares at the Effective
      Time. However, if a Trillium Shareholder fails to perfect or effectively
      withdraws its claim under applicable law or forfeits its right to make
      such a claim, or if such Trillium Shareholder’s rights as a shareholder of
      Trillium are otherwise reinstated, each Trillium Shares held by such
      Trillium Shareholder shall thereupon be deemed to have been exchanged for
      a Stem Cell Share as of the Effective Time as if such Trillium Shareholder
      had participated in, and on the terms provided for, the exchange referred
      to in Section 3 above.

	 	 	 
	11. 	
      NO RESTRICTIONS ON BUSINESS

	 	 	 
	11.1 	
      There will be no restrictions on the business Amalco may
      carry on or on the powers Amalco may exercise.

	 	 	 
	12. 	
      RESTRICTIONS ON SECURITY TRANSFERS

	 	 	 
	12.1 	
      The right to transfer securities of Amalco will be
      restricted in that no security of Amalco, other than a non-convertible
      debt security, may be transferred without the consent of:

	 	 	 
		12.1.1 	
      the board of directors of Amalco, expressed by a
      resolution duly passed at a meeting of the directors;

	 	 	 
		12.1.2 	
      a majority of the directors of Amalco, expressed by an
      instrument or instruments in writing signed by such directors;

	 	 	 
		12.1.3 	
      the holders of the voting shares of Amalco, expressed by
      a resolution duly passed at a meeting of the holders of voting shares;
      or

	 	 	 
		12.1.4 	
      the holders of the voting shares of Amalco representing a
      majority of the votes attached to all the voting shares, expressed by an
      instrument or instruments in writing signed by such
  holders.




	13. 	
      NUMBER OF DIRECTORS

	 	 
	13.1 	
      The actual number of directors within the minimum and
      maximum number set out in Section 6.1 hereof may be determined from time
      to time by resolution of the directors. Any vacancy among the directors
      resulting from an increase in the number of directors as so determined may
      be filled by resolution of the directors.

	 	 
	14. 	
      BY-LAWS

	 	 
	14.1 	
      The by-laws of Acquisitionco will, with necessary
      changes, be the by-laws of Amalco, such by-laws after the Effective Time
      to be supplemented, amended or repealed in accordance with the provisions of the Business Corporations
Act (Ontario) relating to the making, amending and repealing of by-laws. The
by-laws of Amalco are set forth in the Schedule B to this Agreement. 







A-6 

	15. 	
      FISCAL YEAR

	 	 
	15.1 	
      The fiscal year end of Amalco shall be December
    31st.

	 	 
	16. 	
      AMENDMENT

	 	 
	16.1 	
      Each of the parties may, by resolution of their
      respective directors, assent to any amendment or variation of this
      Agreement that the shareholders of the parties may approve and the term
      “Agreement” as used herein includes this Agreement as so amended or
      varied.

	 	 
	17. 	
      TERMINATION

	 	 
	17.1 	
      Notwithstanding the approval of this Agreement by the
      shareholders of either party, (i) the directors of such party may by
      resolution terminate this Agreement at any time prior to the Effective
      Time; and (ii) this Agreement shall terminate automatically upon the
      termination of the Debenture Purchase and Merger Agreement in accordance
      with its terms at any time prior to the Effective Time.

	 	 
	18. 	
      GOVERNING LAW

	 	 
	18.1 	
      This Agreement is governed by and will be construed in
      accordance with the laws of the Province of Ontario and the laws of Canada
      applicable therein.



(Signatures on the following pages) 




A-7 

IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto on the date first written above. 

	 	2364556 ONTARIO INC. 
	 	    
	 	Per:           
      _____________________________________________________
	 	           
             Name: 
	 	  
	 	TRILLIUM THERAPEUTICS INC. 
	 	    
	 	Per:           
      _____________________________________________________
	 	           
             Name: 
	 	    
	 	STEM CELL THERAPEUTICS CORP. 
	 	Per:           
      _____________________________________________________
	 	           
             Name: 






A-8 

SCHEDULE A 
ARTICLES OF AMALGAMATION





A-9 

SCHEDULE B
 BY-LAWS 




B-1 

APPENDIX B 

ARTICLES OF AMALGAMATION 

See document attached 




C-1 

APPENDIX C 




C-2 

SCHEDULE 3.3.1 

TABLE OF TRILLIUM ISSUED AND OUTSTANDING SECURITIES 

Trillium Therapeutics Inc. 
Share Ownership 
As at March
25, 2013 


	  	  	  	  	Number 
	  	  	  	  	Class A 
	  	  	  	  	Shares 
	  	  	  	  	Issuable 
	  	  	  	  	upon 
	  	  	  	  	Conversion 
	  	  	Class A 	Class A 	of 
	  	Common 	Pref 	Pref 	Debenture 
	   
         Name 	Shares 	Shares 	Warrants 	 
    
	  	  	  	  	  
	  	  	  	  	  
	Founders and individuals 	  	  	  	  
	       David Grant 	400,000 	  	  	  
	       Robert Zhong 	400,000 	  	  	  
	       Joaquim Madrenas 	400,000 	  	  	  
	       Philip Marsden 	400,000 	  	  	  
	       Willem Wassenaar 	266,667 	  	  	  
	       David Clark 	100,000 	  	  	  
	   
         Reginald Gorczynski 	400,000 	 
    	 
    	 
    
	Total Founders 	2,366,667 	- 	- 	-
  





	Institutions 	  	  	 	  
	       University Health Network 	550,000 	  	 	  
	       Robarts Research Institute 	225,000 	  	 	  
	       London Health Sciences Centre
	225,000 	  	 	  
	       University of Toronto 	200,000 	  	 	  
	       University of Western Ontario
	50,000 	  	 	  
	   
         St. Michael’s Hospital 	50,000 	 
    	 	 
    
	Total Institutions
    	1,300,000 	- 	- 	-
  




	Commercial investors 	  	 	  	  
	       Arthron Pty Ltd. 	1,200,000 	 	  	  
	   
         Medarex, Inc. 	250,000 	 	 
    	 
    
	Total Commercial
    	1,450,000 	 - 	- 	 - 






C-3 


	  	  	  	  	Number 
	  	  	  	  	Class A 
	  	  	  	  	Shares 
	  	  	  	  	Issuable 
	  	  	  	  	upon 
	  	  	  	  	Conversion 
	  	  	Class A 	Class A 	of 
	  	Common 	Pref 	Pref 	Debenture 
	   
         Name 	Shares 	Shares 	Warrants 	 
    
	  	  	  	  	  
	  	  	  	  	  
	Venture Capital 	  	  	  	  
	       Covington Fund II Inc. 	6,015,037 	1 	2,942,605 	5,690,470 
	       Growthworks Canadian Fund Ltd.
    	2,879,699 	1 	1,029,106 	2,325,980 
	       BDC Capital Inc. 	2,255,638 	1 	1,103,477 	2,133,926 
	       MaRS Investment Accelerator 	- 	- 	225,564 	1,127,820 
	   
         Fund Inc. 	 
    	 
    	 
    	 
    
	Total Venture
      Capital 	11,150,374 	3 	5,300,752 	11,278,196 
	  	  	  	  	  
	  	  	  	  	  
	Total 	16,267,041 	3
	5,300,752 	11,278,196 
	  	  	  	  	  
	  	  	  	  	  
	Stock Options 	  	  	  	  
	   
         Issued and outstanding 	1,418,250 	  	  	  







C-4 




C-5 

SCHEDULE 3.3.15 

TRILLIUM INTELLECTUAL
PROPERTY RIGHTS 

Trillium 


	

      
Title 	

      
File 	

      
Owner/s 	

      
Inventor/s 	

      
Application # 	

      Filing 
Date d/m/y 	

      
Publication # 	Publn 

      Date 
d/m/y 	

      Patent 
Number 	

    
Issue Date 
	USE OF OX-2 INHIBITORS FOR THE TREATMENT OF
      CANCER 	TTI-03-PCT 	Trillium Therapeutics 	Gorczynski 	CA01/01111 	07/30/01 	WO02/11762 	02/14/02 		nationalized 
	USE OF OX-2 INHIBITORS FOR THE TREATMENT OF
      CANCER 	TTI-03-PCT-CA 	Trillium Therapeutics 	Gorczynski, Clark 	2417874 	07/30/01 	2417874 	02/14/02 	2417874 	10/02/12 
	USE OF OX-2 INHIBITORS FOR THE TREATMENT OF
      CANCER 	TTI-03-US 	Trillium Therapeutics 	Gorczynski, Clark 	09/917278 	07/30/01 	20020168364 	11/14/02 	6955811 	10/18/05 
	USE OF OX-2 INHIBITORS FOR THE TREATMENT OF
      CANCER 	TTI-03-US-CON 	Trillium Therapeutics 	Gorczynski, Clark 	11/192,123 	07/29/05 	20060029607 	02/09/06 	7238352 	07/03/07 
	USE OF OX-2 INHIBITORS FOR THE TREATMENT OF
      CANCER 	TTI-03-US-CON-2 	Trillium Therapeutics 	Gorczynski, Clark 	11/753,908 	05/25/07 	20070258977 	11/08/07 	7452536 	11/18/08 
	METHODS OF TREATING CANCER BY ADMINISTERING
      ANTIBODIES TO CD200 	TTI-03-US-CON-3 	Trillium Therapeutics 	Gorczynski, Clark 	12/246621 	10/07/08 	20090053222 	02/26/09 	7887798 	02/15/11 
	METHODS OF TREATING CANCER BY ADMINISTERING
      ANTIBODIES TO CD200 	TTI-03-US-CON-4 	Trillium Therapeutics 	Gorczynski, Clark 	13/025377 	02/11/11 	20110129466 	06/02/11 	8187598 	05/29/12 
	  	  	  	  	  	  	  	  	  	  
	ASSAY FOR SOLUBLE CD200 	TTI-08-PCT 	Trillium Therapeutics 	Gorczynski, Wong 	PCT/CA2008/001385 	07/29/08 	WO09121162 	10/08/09 	 
    	nationalized 
	ASSAY FOR SOLUBLE CD200 	TTI-08-PCT-US 	Trillium Therapeutics 	Gorczynski, Wong 	12/936094 	07/29/08 	20110052605 	03/03/11 	8206897
    	06/26/12 
	ASSAY FOR SOLUBLE CD200 	TTI-08-PCT-US CON 	Trillium Therapeutics 	Gorczynski, Wong 	13/474855 	05/18/12 	20120264145 	10/18/12 	 
    	 
    
	ASSAY FOR SOLUBLE CD200 	TTI-08-PCT-CA 	Trillium Therapeutics 	Gorczynski, Wong 	2720294
    	07/29/08 	2720294
    	10/08/09 	 
    	 
    
	ASSAY FOR SOLUBLE CD200 	TTI-08-US PROV 	Trillium Therapeutics 	Gorczynski, Wong 	61/042,342 	04/04/08 	 
    	 
    	 
    	converted 
	  	  	  	  	  	  	  	  	  	  
	HEPARIN BINDING MITOGEN WITH HOMOLOGY TO
      EPIDERMAL GROWTH FACTOR (EGF) 	TTI-14-US 	Children's Medical Center Corp./Scios Nova 	Klagsrun, Abraham, Higashiyama, Besner 	08/039364 	10/16/91 			5811393 	09/22/98 
	  	  	  	  	  	  	  	  	  	  
	HEPARIN BINDING -EPIDERMAL GROWTH FACTOR-LIKE
      GROWTH FACTOR IN THE DIAGNOSIS OF INTERSTITIAL 	TTI-16-US 	University of Maryland, Baltimore 	Keay, Warren, Hise 	09/109548 	07/02/98 			6156522 	12/05/00 







C-6 


	

      
Title 	

      
File 	

      
Owner/s 	

      
Inventor/s 	

      
Application # 	

      Filing 
Date d/m/y 	

      
Publication # 	Publn 

      Date 
d/m/y 	

      Patent 
Number 	

    
Issue Date 
	CYSTITIS 	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    	 
    
	METHOD OF TREATING INTERSTITIAL CYSTITIS WITH
      RECOMBINANT HEPARIN-BINDING EPIDERMAL GROWTH FACTOR-LIKE GROWTH FACTOR
      (HB-EGF) 	TTI-16-US2 	University of Maryland, Baltimore 	Keay, Warren, Hise 	09/293037 	04/16/99 			6232289 	05/15/01 
	  	  	  	  	  	  	  	  	  	  
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-US PROV 	Trillium Therapeutics 	Uger, Petrova 	61/326291 	04/21/10 				converted 
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT 	Trillium Therapeutics 	Uger, Petrova 	CA2011/000377 	04/12/11 	WO2011/130824 	10/27/11 		nationalized 
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT-US 	Trillium Therapeutics 	Uger, Petrova 	13/641478 	04/12/11 				
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT-CA 	Trillium Therapeutics 	Uger, Petrova 	2796469 	04/12/11 	2796469 	10/27/11 		
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT-EP 	Trillium Therapeutics 	Uger, Petrova 	11771429 	04/12/11 	2560673 	02/27/13 		
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT-JP 	Trillium Therapeutics 	Uger, Petrova 		04/12/11 				
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT-AU 	Trillium Therapeutics 	Uger, Petrova 	2011242354 	04/12/11 	11242354 			
	HB-EGF COMPOSITION AND USE THEREOF TO TREAT A
      CONDITION ASSOCIATED WITH ENHANCED UROTHELIUM PERMEABILITY 	TTI-18-PCT-CN 	Trillium Therapeutics 	Uger, Petrova 	2.0118E+11 	04/12/11 	102858363 	02/02/13 		
	  	  	  	  	  	  	  	  	  	  
	COMPOSITIONS AND METHODS FOR TREATING
      HEMATOLOGICAL CANCERS TARGETING THE SIRP- ALPHA-CD47 INTERACTION 	TTI-21-US PROV 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides,
      Rajakumar       	61/178553 	05/15/09 				converted 
	COMPOSITIONS AND METHODS FOR TREATING
      HEMATOLOGICAL CANCERS TARGETING THE SIRP0ALPHA-CD47 INTERACTION 	TTI-21-PCT 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, 	2010/000743 	05/14/10 	WO2010/130053 	11/18/10 		nationalized 







C-7 


	

      
Title 	

      
File 	

      
Owner/s 	

      
Inventor/s 	

      
Application # 	

      Filing 
Date
      d/m/y 	

      
Publication # 	Publn 

      Date 
d/m/y 	

      Patent 
Number
	

    
Issue Date 
	  	 	 	Rajakumar       	 	 	 	 	 	 
	COMPOSITIONS AND METHODS FOR TREATING HEMATOLOGICAL CANCERS
      TARGETING THE SIRP0ALPHA-CD47 INTERACTION 	TTI-21-PCT AU 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, Rajakumar
    	2010246872 	05/14/10 	10246872 	12/01/11 		
	COMPOSITIONS AND METHODS FOR TREATING HEMATOLOGICAL CANCERS
      TARGETING THE SIRP0ALPHA-CD47 INTERACTION 	TTI-21-PCT CA 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, Rajakumar
    	2761438 	05/14/10 	2761438 	11/18/10 		
	COMPOSITIONS AND METHODS FOR TREATING HEMATOLOGICAL CANCERS
      TARGETING THE SIRP- ALPHA-CD47 INTERACTION 	TTI-21-PCT CN 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, Rajakumar
    	201080021398.7 	05/14/10 	102596233 	07/18/12 		
	COMPOSITIONS AND METHODS FOR TREATING HEMATOLOGICAL CANCERS
      TARGETING THE SIRP- ALPHA-CD47 INTERACTION 	TTI-21-PCT EP 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, Rajakumar
    	10774475.7 	05/14/10 	2429574 	10/03/12 		
	COMPOSITIONS AND
    METHODS FOR TREATING HEMATOLOGICAL CANCERS TARGETING THE SIRP-ALPHA-CD47
    INTERACTION	TTI-21-PCT IN	University Health Network/The Hospital for Sick Children	Wang, Dick, Danska, Jin, Theocharides, Rajakumar	 	05/14/10 	 
    	 
    	 
    	 
    
	COMPOSITIONS AND METHODS FOR TREATING HEMATOLOGICAL CANCERS
      TARGETING THE SIRP- ALPHA-CD47 INTERACTION 	TTI-21-PCT JP 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, Rajakumar
    	2012-510083 	05/14/10 	2012526729 	05/14/10 		
	COMPOSITONS AND METHODS FOR TREATING HEMATOLOGICAL CANCERS
      TARGETING ... 	TTI-21-PCT-US 	University Health Network/TheHospital for Sick
      Children 	Wang, Dick, Danska, Jin, Theocharides, Rajakumar
    	13/320629 	05/14/10 	2012-0189625 	07/26/12 		
	  	  	  	  	  	  	  	  	  	  
	HUMAN ANTIBODIES
    THAT BIND CD200 AND USES THEREOF	TTI-32 US PROV	Trillium Therapeutics/ Bristol	Chakraborty, Korman, LeBlan	61/661618 	19/06/12 	 
    	 
    	 
    	 
    
	  	  	  	  	  	  	  	  	  	  
	TREATMENT OF CD47+
    DISEASE CELLS WITH SIRP ALPHA-FC FUSIONS	TTI-35 US PROV	Trillium Therapeutics	Uger, Slavova-Petrova, Pang	61/738008 	17/12/12 	 
    	 
    	 
    	 
    
	TREATMENT OF CD47+
    DISEASE CELLS WITH SIRP ALPHA-FC FUSIONS	TTI-35 US PROV	Trillium Therapeutics	Uger, Slavova-Petrova, Pang	61/738012 	17/12/12