Trillium Therapeutics Inc. - Exhibit 4.1 - Filed by newsfilecorp.com






Exhibit 4.1

Execution Copy 

AMENDED & RESTATED LICENSE AGREEMENT

This amended and restated second license agreement
(“Agreement”, as further defined herein) is made effective as of February
1st, 2010 (the "Effective Date"), and is amended as of June 1,
2012 (the “Amendment Date”), and is between: 


  
    
      UNIVERSITY HEALTH NETWORK an Ontario corporation
        incorporated by special statute under the University Health Network Act,
        1997, having a principal office at 190 Elizabeth Street, R. Fraser
        Elliott Building – Room 1S-417, Toronto, Ontario M5G 2C4 (“UHN”) 

      -AND- 

      THE HOSPITAL FOR SICK CHILDREN, an Ontario not-for
        profit corporation having an address at 555 University Avenue, Toronto, Ontario,
        M5G 1X8 (“HSC”) 

      -AND- 

      TRILLIUM THERAPEUTICS INC., an Ontario corporation,
        having a principal office at 96 Skyway Avenue, Toronto, ON, M9W 4Y9
        (“TTI”) 

    

  



(Herein this Agreement, (i) UHN, HSC
and TTI may be referred to individually as a “Party”, or collectively as
the “Parties”, and (ii) UHN, and HSC may be referred to collectively as
the “Institutions”.) 

BACKGROUND: 

Whereas: 

	A. 	
      UHN and HSC own and/or control certain intellectual
      property developed by UHN or HSC researchers Drs. John E. Dick and Jean
      Wang (of UHN) and Dr. Jayne S. Danska (of HSC; collectively the
      “Principal Investigators”) relating to methods and compounds for
      the modulation of the SIRPα-CD47 interaction for therapeutic cancer
      applications (the “Licensed Patents”, as further defined
      herein).

	 	 
	B. 	
      Pursuant to a second sponsored research agreement (the
      “SRA #2”, as further defined herein) UHN and HSC previously
      conducted, under the direction of the Principal Investigators and with
      financial and other support from TTI, a Research Program relating to the
      further research and development of the aforementioned methods and
      compounds (the “Research Program(s)”, as further defined
      herein).








	C. 	
      Pursuant to a third sponsored research agreement (the
      “SRA #3”, as further defined herein) UHN and HSC desire to further
      undertake under the direction of the Principal Investigators and with
      financial and other support from TTI, an additional Research Program
      relating to the continued research and development of the aforementioned
      methods and compounds .

	 	 
	D. 	
      HSC Research & Development Limited Partnership
      (“RDLP”) is the commercialization office of HSC and as such shall
      act as the agent for HSC in respect of the receipt of funds derived from
      the commercialization of the Licensed Patents.

	 	 
	E. 	
      UHN and HSC have entered into an inter-institutional
      agreement dated April 22, 2009 whereby UHN shall manage the
      commercialization of the Licensed Patents on behalf of HSC.

	 	 
	F. 	
      Institutions desire to license certain rights in the
      Licensed Patents and the intellectual property arising from the
      aforementioned SRA #2 and SRA #3 Research Programs to TTI, and TTI desires
      to obtain said rights from Institutions.



      
     NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration for the mutual promises, representations, covenants and agreements
of the Parties contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows. 

ARTICLE 1 - INTERPRETATION 

	1.1 	
      Defined Terms. For the purposes of this Agreement,
      unless the context otherwise requires, the following terms shall have the
      respective meanings set out below and grammatical variations of such terms
      shall have corresponding meanings:

	 	 	 
		(a) 	
      "Agreement" means this amended and restated second
      license agreement and all Schedules attached hereto, and the terms
      "herein", "hereunder", "hereto" and such similar expressions shall refer
      to this Agreement;

	 	 	 
		(b) 	
      “BLA” means a Biologic License Application further
      to the U.S. FDA Regulations (as amended), and its foreign
    equivalents;

	 	 	 
		(c) 	
      “Confidential Information” of a Party means any
      and all information of and disclosed by, said Party and/or any of its
      affiliates (a “Disclosing Party”) which has or will come into the
      possession or knowledge of an other Party and/or any of its affiliates (a
      “Receiving Party”) in connection with or as a result of entering
      into this Agreement and which is marked as confidential or is identified
      as confidential at the time of disclosure, including information
      concerning the Disclosing Party's past, present and future business,
      research and development, technology, customers and suppliers. Information
      shall not be considered “Confidential Information” to the extent that,
      when considered as a whole and in the context disclosed, the information:



2




	 	(i) 	
      is part of the public domain at the time of
      disclosure,

	 	 	 
	 	(ii) 	
      subsequently becomes part of the public domain through no
      act or fault of the Receiving Party or its agents or employees,

	 	 	 
	 	(iii) 	
      can be demonstrated by the Receiving Party’s written
      records to have been known or otherwise available to the receiving party
      prior to the disclosure by the Disclosing Party,

	 	 	 
	 	(iv) 	
      can be demonstrated by the Receiving Party’s written
      records to have been subsequently provided to the receiving Party, without
      restriction, by a third party who is not under a duty of confidentiality
      respecting the information disclosed and who has a legal right to disclose
      it,

	 	 	 
	 	(v) 	
      can be demonstrated by the Receiving Party’s written
      records was subsequently and independently developed by employees or
      consultants of the Receiving Party who had no knowledge of or access to
      the information disclosed,

	 	 	 
	 	(vi) 	
      is required to be disclosed by law or an order of a
      court, tribunal, or government agency, provided that the Receiving Party
      gives to the Disclosing Party prompt notice of the required disclosure in
      order to allow the Disclosing Party reasonable opportunity to seek a
      confidentiality order or the like, or

	 	 	 
	 	(vii) 	
      is identified in writing by the Disclosing Party as no
      longer constituting Confidential Information;




	 	(d) 	
      "Contract Year" means each successive twelve
      calendar month period during the term of this Agreement. The first
      Contract Year shall begin on the Effective Date of this Agreement; the
      last Contract Year shall end on the day that this Agreement expires or is
      otherwise earlier terminated;

	 	 	 
	 	(e) 	
      “FDA” means the United States Food and Drug
      Administration, or any successor agency thereof;

	 	 	 
	 	(f) 	
      “Field” means use in, and applications for,
      therapeutic cancer applications;

	 	 	 
	 	(g) 	
      “First License Agreement” means the first license
      agreement (dated February 1, 2010) executed by the Parties;

	 	 	 
	 	(h) 	
      “Gross Revenue” means the gross amount invoiced by
      TTI or others on its behalf in respect of all Products and Services. Any
      Products and Services used by TTI or sold or otherwise transferred by TTI
      in other than an arms-length transaction shall be deemed to be invoiced
      for the fair market value of the Product or Service;



3





	 	(i) 	
      "Including" means including without
    limitation;

	 	 	 
	 	(j) 	
      "Improvements by Institutions" means any
      improvement to the Licensed Technology developed at UHN or HSC by or under
      the direction of the Principal Investigators during the two (2) year
      period immediately following the expiration (but not earlier
      termination) of the SRA #3 (the “Post Research Term”), the
      commercialization of which, but for the License, would constitute an
      infringement of the Licensed Patents, and for purposes of certainty and
      clarity does not include (i) any improvement to the Licensed
      Technology developed at Institutions not by or under the direction
      of Principal Investigators after the Effective Date, and (ii) any
      improvement to the Licensed Technology developed at Institutions by or
      under the direction of Principal Investigators after the Post Research
      Term;

	 	 	 
	 	(k) 	
      "Improvements by TTI" means any improvement to the
      Licensed Technology made by TTI, its employees, agents and consultants
      during the Post Research Term, the commercialization of which, but for the
      License, would constitute an infringement of the Licensed
  Patents;

	 	 	 
	 	(l) 	
      “Institutions Research Program IP” means any and
      all Intellectual Property conceived or developed solely by either or both
      of UHN and HSC (which includes its personnel, staff members, employees,
      students, agents and consultants) pursuant to activities conducted
      specifically in respect of the Research Program under the SRA #2 and SRA
      #3, as further described and listed in Section 2 of Schedule A (as amended
      from time-to- time);

	 	 	 
	 	(m) 	
      "Intellectual Property" or “IP” mean
      inventions (whether patentable or unpatentable), discoveries, written
      material, compounds, information, know-how, trade secrets, copyright,
      designs, plant breeders’ rights, integrated circuit topographies, ideas
      (including but not limited to any computer software), formulae,
      algorithms, concepts, proprietary data, techniques, instructions,
      processes, expert opinions, information, materials, program listings, flow
      charts, logic diagrams, manuals, specifications, instructions, or any
      copies of the foregoing in any medium, or the expression
thereof;

	 	 	 
	 	(n) 	
      "Intellectual Property Rights" or “IP Rights”
      means any rights in Intellectual Property which a Party owns or is
      seeking to own, including any regular or provisional patent applications
      filed in the U.S., Canada or any other jurisdiction, and any divisions,
      continuations, patents issuing thereon or renewals, or reissues, or
      extensions and any and all patents and patent applications in other countries corresponding
      thereto, for the Licensed Technology;



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	 	(o) 	
      “Joint Research Program IP” means any and all
      Intellectual Property conceived or developed with contributions by (i) at
      least one of either UHN and HSC, and (ii) TTI (which includes their
      respective personnel, staff members, employees, students, agents and
      consultants) pursuant to activities conducted in respect of the Research
      Program under the SRA #2 and SRA #3, as further described and listed in
      Section 3 of Schedule A (as amended from time-to-time);

	 	 	 
	 	(p) 	
      "License" shall have the meaning provided in
      Section 2.1;

	 	 	 
	 	(q) 	
      "Licensed Patents" means the patents and patent
      applications further described and listed in Section 1 of Schedule
    A;

	 	 	 
	 	(r) 	
      “Licensed Technology” means: (i) the Licensed
      Patents, (ii) the Institutions Research Program IP, and (iii)
      Institution’s interest in the Joint Research Program IP, all as further
      described and listed in Schedule A (as amended);

	 	 	 
	 	(s) 	
      "Net Revenues" means the Gross Revenue received by
      TTI excluding standard industry discounts, refunds and taxes, all as
      determined from the books and records of the TTI, or its parent and
      subsidiaries, maintained in accordance with Canadian generally accepted
      accounting principles consistently applied;

	 	 	 
	 	(t) 	
      "Notice" shall have the meaning provided in
      Section 13.1;

	 	 	 
	 	(u) 	
      "Product" means any product the manufacture, sale
      or use of which either (a) exploits Licensed Technology, or (b) would, but
      for the License, infringe a Valid Claim;

	 	 	 
	 	(v) 	
      "Publication" means any means of making available
      to the public information by way of speech, talk, paper, drawing,
      photograph, printed work, tape, video recording or other electronic means,
      or any other disclosure given or distributed;

	 	 	 
	 	(w) 	
      "Quarter Yearly Period" means each successive
      three calendar month period during the term of this Agreement ending March
      31st, June 30tht, September 30th and
      December 31st of each Contract Year. The first and last Quarter
      Yearly Periods may be less than three calendar months and will commence on
      the Effective Date of this Agreement and terminate on the date this
      Agreement expires or is earlier terminated respectively;

	 	 	 
	 	(x) 	
      “Research Program(s)” means the sponsored research
      relating to the research and development of methods and compounds for
      the modulation of the SIRPα-CD47 interaction for therapeutic
      cancer applications undertaken by the Institutions under the SRA #2 and
      SRA #3;



5





	 	(y) 	
      "Service" means any service provided using, or
      otherwise encompasses or is premised on, in whole or in part, the Licensed
      Technology;

	 	 	 
	 	(z) 	
      “SRA #2” means the second sponsored research
      agreement pertaining to the conduct of the Research Program, between the
      Institutions and TTI dated February 1, 2010;

	 	 	 
	 	(aa) 	
      “SRA #3” means the third sponsored research
      agreement pertaining to the conduct of the Research Program, between the
      Institutions and TTI dated June 1, 2012;

	 	 	 
	 	(bb) 	
      “Term” shall have the meaning provided in Section
      9.1;

	 	 	 
	 	(cc) 	
      “Territory" means the World; and

	 	 	 
	 	(dd) 	
      “TTI Research Program IP” means any and all
      Intellectual Property conceived or developed by TTI (which includes its
      personnel, staff members, employees, students, agents and consultants)
      without any contribution from Institutions (which includes its personnel,
      staff members, employees, students, agents and consultants), pursuant to
      activities conducted specifically in respect of the Research Program under
      the SRA #2 and SRA #3.

	 	 	 
	 	(ee) 	
      “Valid Claim” means a claim
      in an issued, unexpired patent or in a pending patent application within
      or in respect of the Licensed Technology that (a) has not been finally
      cancelled, withdrawn, abandoned or rejected by any administrative agency
      or other body of competent jurisdiction, (b) has not been revoked, held
      invalid, or declared unpatentable or unenforceable in a decision of a
      court or other body of competent jurisdiction that is unappealable or
      unappealed within the time allowed for appeal, (c) has not been rendered
      unenforceable through disclaimer or otherwise, and (d) is not lost through
      an interference proceeding. Notwithstanding the foregoing, if a claim of a
      pending patent application within or in respect of the Licensed Technology
      has not issued as a claim of a patent within seven (7) years after the
      Patent Cooperation Treaty (“PCT”) filing date (or the first national
      filing date if no PCT was filed), such claim shall not be a Valid Claim
      for the purposes of this Agreement unless and until such claim issues as a
      claim of an issued patent (from and after which time the same shall be
      deemed a Valid Claim subject to subsections (a) and (b)
  above).



All other defined terms in this
Agreement shall have the meanings as otherwise specifically set out within the
body of this Agreement.

6





	1.2 	
      Sections and Headings. The division of this
      Agreement into articles, sections and subsections and the insertion of
      headings are for reference purposes only and shall not affect the
      interpretation of this Agreement. Unless otherwise indicated, any
      reference herein to a particular article, section, subsection or Schedule
      refers to the specified article, section or subsection of or Schedule to
      this Agreement.

	 	 
	1.3 	
      Number, Gender and Persons. In this Agreement,
      words importing the singular number shall include the plural and vice
      versa, words importing gender shall include all genders and words
      importing persons shall include individuals, corporations, partnerships,
      associations, trusts, unincorporated organizations, governmental bodies
      and other legal or business entities.

	 	 
	1.4 	
      Currency. All monetary amounts in this Agreement
      are in Canadian funds.

	 	 
	1.5 	
      Schedules. The following Schedules are annexed to
      and form part of this Agreement:

	 	 
		
      Schedule A – Licensed Technology

	 	 
	1.6 	
      Accounting Principles. Any reference in this
      Agreement to “generally accepted accounting principles” refers to
      generally accepted accounting principles as approved from time to time by
      the Canadian Institute of Chartered Accountants or any successor
      institute.

	 	 
	1.7 	
      Best of Knowledge. "To the best of the knowledge"
      or "to the knowledge", unless otherwise qualified hereunder means a
      statement of the declaring Party’s knowledge of the actual facts or
      circumstances to which such phrase relates without having made any
      inquiries or investigations in connection with such facts and
      circumstances.



ARTICLE 2 - GRANT OF RIGHTS 

	2.1 	
      License. Subject to the terms and conditions of
      this Agreement, Institutions grant to TTI an exclusive, royalty-bearing
      license, with the further right to grant sublicenses subject to Section
      2.5, in any and all of their rights in and to the Licensed Technology to
      commercialize said Licensed Technology for the Field in the Territory,
      which includes the right to research, develop, manufacture, have
      manufactured, use, have used, sell or have sold, offer for sale, import
      and export Product(s) and Service(s) (the “License”).

	 	 
	2.2 	
      Restriction. The License granted to TTI under
      Section 2.1 is subject to Institutions’ retention of their rights to use
      the Licensed Technology without charge for research, scholarly
      publication, educational or other non-commercial use, with a further
      retention of its right to grant licenses to third parties for similar such
      purposes, subject to the Confidential Information and Publication
      provisions of this Agreement.



7





	2.3 	
      Improvements by Institutions. TTI is granted a
      right of first refusal to negotiate an exclusive, royalty bearing license
      to any Improvements by Institutions. TTI will have thirty (30) days after
      receiving written notice of an Improvement by Institutions to indicate its
      intent in writing (to UHN on behalf of Institutions) to license said
      Improvement by Institutions ("Notice of Intent"). If UHN (on behalf
      of Institutions) does not receive a Notice of Intent within this thirty
      (30) day period, TTI’s right of first refusal will lapse and Institutions
      will be free to dispose of the Improvement by Institutions as they see
      fit. Upon UHN’s receipt of a Notice of Intent, the Parties shall engage in
      good faith negotiations in respect of any such prospective license. Any
      such license shall be on terms and conditions that are consistent with
      other such licenses within the industry and satisfactory to Institutions.
      If a license agreement has not been signed within one- hundred-and- twenty
      (120) days of said receipt of a Notice of Intent (or such other period of
      time as the Parties may agree to), Institutions will be free to exploit
      and/or dispose of the Improvement by Institutions as they see
  fit.

	 	 
	2.4 	
      TTI Research Program IP / Improvements by TTI. TTI
      may provide Institutions with access and/or a non-exclusive license to TTI
      Research Program IP and any Improvements by TTI solely for research,
      scholarly publication, educational or other non-commercial use, subject to
      the Confidential Information, Publication and licensing option provisions
      of this Agreement and subject to the execution of appropriate legal
      documentation (e.g. material transfer agreement).

	 	 
	2.5 	
      Sublicenses. TTI shall have a right to grant
      sublicenses to the Licensed Technology with the prior consent of UHN and
      HSC, which consent shall not be unreasonably withheld and shall (a) be
      limited to the identity of a third party sublicensee, and (b) only be
      withheld for ethical reasons. Notwithstanding, TTI shall ensure that any
      such sublicenses contain terms and conditions that are consistent with
      this Agreement.



ARTICLE 3 - CONSIDERATION 

	3.1 	
      Payment of Funds. UHN shall be responsible for the
      receipt of payments on behalf of Institutions, and for the transferring to
      RDLP (on behalf of HSC) of HSC’s share of revenues received under this
      Agreement. Payment to be made by TTI to Institutions hereunder shall be
      made by cheque payable to the order of “University Health Network” and
      sent to the following address:



University Health Network 

Technology Development &
Commercialization 
College Street - Suite 150 
Heritage Building - MaRS
Centre 
Toronto, Ontario, Canada, M5G 1L7 

Attention: Cheryl Adamo - Compliance
Specialist 

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	3.2 	
      Up-Front License Fee. TTI shall pay to
      Institutions an up-front, non-refundable and non-creditable license fee of
      $150,000 on execution of this Agreement (the “Up-Front License
      Payment”).

	 	 
	3.3 	
      R&D Maintenance Fee. TTI shall pay to
      Institutions a yearly non-refundable and non-creditable maintenance fee of
      $25,000 (the “R&D Maintenance Fee”). The R&D Maintenance
      Fee shall be due on the yearly anniversary of the Effective Date; yearly
      payments of the R&D Maintenance Fee shall end on the sale of a first
      Product for which royalties are owed to Institutions further to this
      Agreement.

	 	 
	3.4 	
      Milestone Payments. In partial consideration of
      the License, TTI shall pay to Institutions the following milestone
      payments:




	 	(a) 	
      Patent Issuance Milestones:

	 	 	 	 
	 		(i) 	
      $25,000 for a first patent issued in the U.S.,

	 	 	 	 
	 		(ii) 	
      $25,000 for a first patent issued in Europe,
and

	 	 	 	 
	 		(iii) 	
      $10,000 for a first patent issued in Asia (which includes
      without limitation, China, Japan and India);

	 	 	 	 
	 	(b) 	
      Product Development Milestones (payable for a
      first indication only):

	 	 	 	 
	 		(i) 	
      $100,000 for the dosing of a first patient in a first
      FDA-approved (or alternatively, foreign equivalent) Phase-I clinical
      trial,

	 	 	 	 
	 		(ii) 	
      $200,000 for the dosing of a first patient in a first
      FDA-approved (or alternatively, foreign equivalent) Phase-II clinical
      trial, and

	 	 	 	 
	 		(iii) 	
      $300,000 for the dosing of a first patient in a first
      FDA-approved (or alternatively, foreign equivalent) Phase-III clinical
      trial;

	 	 	 	 
	 	(c) 	
      Regulatory Milestones:

	 	 	 	 
	 		(i) 	
      $1,000,000 for the submission of a first BLA in the
      U.S.,

	 	 	 	 
	 		(ii) 	
      $1,000,000 for the submission of a first BLA in the
      European Union,

	 	 	 	 
	 		(iii) 	
      $500,000 for the submission of a first BLA in Asia (which
      includes without limitation, China, Japan and India),

	 	 	 	 
	 		(iv) 	
      $1,000,000 for receipt of a first regulatory approval in
      the U.S.,

	 	 	 	 
	 		(v) 	
      $1,000,000 for receipt of a first regulatory approval in
      the European Union,

	 	 	 	 
	 		(vi) 	
      $500,000 for receipt of a first regulatory approval in
      Asia (which includes without limitation, China, Japan and India),
    and



9





	 	(vii) 	
      fifty percent (50%) of the milestone payments noted in
      Subsections 3.4(c)(i) - (vi) for each subsequent additional BLA
      submission(s) and regulatory approval(s) in any particular
      jurisdiction.




	3.5 	
      Basic Royalty. TTI shall pay a royalty
  of




	 	(a) 	
      three percent (3%) of Net Revenues from Product
      covered by a Valid Claim; or

	 	 	 
	 	(b) 	
      one percent (1%) of Net Revenues from Product that
      is not covered by a Valid Claim but uses Licensed
  Technology.




		
      Royalty payments shall be made on Net Revenues received
      by TTI in each Quarter Yearly Period. Payment(s) shall be made within
      thirty (30) days of the end of each Quarter Yearly Period. In the event
      that TTI obtains a license from a third party in respect of intellectual
      property rights of said third party which are reasonably useful for the
      development of a Product or Service or further essentially required for
      the sale of a Product or Services, TTI’s’ royalty payments under this
      Section 3.3 shall be reduced by the amount payable by TTI to such third
      party that is allocable to the sale of Product or Service (whether such
      payments take the form of royalties, milestone payments or otherwise);
      provided however, that in no event will a deduction, or deductions,
      under this Section 3.5 reduce any royalty payment to Institutions in
      respect of Net Revenues of Product or Service by more than fifty percent
      (50%). If, but for the proviso in the preceding sentence, the deduction
      under this Section 3.5 would have reduced a royalty payment to
      Institutions by more than fifty percent (50%), the amount of such
      deduction that exceeds fifty percent (50%) shall not be carried
      over to subsequent or future royalty payments owed by TTI to
      Institutions.

	 	 
	3.6 	
      Date of Sale. Products and Services will be deemed
      sold and revenue received when Product is shipped, or Service provided by,
      the TTI.

	 	 
	3.7 	
      Sublicensing Royalty. In further consideration of
      the License, TTI shall pay to Institutions a royalty of twenty percent
      (20%) on the first $50,000,000CAD of sublicensing revenues (including
      without limitation, upfront payments, milestones and royalties) collected
      or received by TTI from non-related, arms length third party sublicensees
      of Licensed Technology, and fifteen percent (15%) on any sublicensing
      amounts collected or received by TTI thereafter (the “Sublicensing
      Royalty”). Notwithstanding the foregoing, the Sublicensing Royalty
      shall exclude any and all R&D payments, reimbursements, loans and
      equity investments in TTI (except as contemplated below), but only to the
      extent such remuneration is a bona fide payment in respect of such matters
      (and not being made in order to reallocate what is otherwise intended to
      be upfront payments, milestones and royalties). The value of any equity
      investments in TTI by a sublicensee in excess of the valuation based upon
      TTI’s last share transaction with a Third Party
(other than an officer, employee or
shareholder of TTI), where such Third Party share transaction has a value of
more than $100,000 shall, provided that such increase in not otherwise arising
from a bona fide increase in the fair market value of such equity investments
from the last share transaction, be treated as a Sublicensing Royalty. 



10




	3.8 	
      Credits.

	 	 	 
		(a) 	
      Any amounts paid to Institutions further to Section 3.3
      and 3.4 shall be creditable by TTI against amounts subsequently due to
      Institutions further to Section 3.7.

	 	 	 
		(b) 	
      For purposes of certainty and clarity, the payment of the
      Sublicensing Royalty further to Section 3.7 shall preclude any further
      subsequent “R&D Maintenance Fee” and “milestone” payments which may
      become owing to Institutions under Sections 3.3 and
3.4.




	3.9 	
      Interest. All monies payable to Institutions by
      TTI hereunder and not paid when due bear interest at the prime rate of
      interest quoted by the Bank of Canada, plus 5% (five percent) per annum
      until the date paid to Institutions. Institutions will be entitled to that
      interest in addition to any other rights or remedies available to it in
      respect of TTI’s payment default.

	 	 
	3.10 	
      Withholdings. In the event that TTI is required by
      any law to withhold and/or make payments to tax authorities in respect of
      any payments payable by TTI to Institutions under this Agreement, the
      liability of TTI under this Agreement shall be to that extent satisfied,
      and such amounts shall be deemed to have been paid to Institutions on
      their due dates, provided that TTI shall furnish to Institutions
      acceptable evidence of such payments.

	 	 
	3.11 	
      Royalty Report. TTI shall prepare a report (the
      "Royalty Report"), setting out the Gross Revenue, the number of
      Products manufactured and Services rendered, an itemized statement of all
      costs and disbursements and the Net Revenues, if any, for the relevant
      period. For so long as the Gross Revenue of TTI is less than $10,000 in
      any consecutive 12 month period, TTI shall prepare one Royalty Report for
      every 12 month period. If no payments are due for any reporting period,
      then the Royalty Report shall so state. Once the Gross Revenue of TTI is
      at least $10,000 in any consecutive 12-month period, TTI shall prepare a
      Royalty Report for each Quarter Yearly Period. Royalty Reports shall be
      due within thirty (30) days of the end of the relevant reporting
      period.




	3.12 	
      Complete Records. TTI shall keep true and accurate
      records and books of account containing all data reasonably required for
      the computing and verification of all payments owed by TTI to
      Institutions, including records for Gross Revenue, the number of Products
      manufactured and Services rendered, costs/disbursements, and Net Revenues
      in accordance with generally accepted accounting principles. Such records
      shall be maintained by the TTI for at least six (6) years from the date of
      the payment to which such records are relevant.



11





	3.13 	
      Inspection of Records. The records specified in
      this Agreement shall be available for inspection by Institutions or their
      duly appointed auditor, upon reasonable notice and during normal business
      hours at the principal place of business of TTI, for the sole purpose of
      verifying payments owed under this Agreement. The costs of any such
      inspection shall be borne by Institutions unless the report of an auditor
      shows that the Royalty Report was understated by more than five percent
      (5%), in which case the costs of the examination shall be paid by
    TTI.

	 	 
	3.14 	
      Discrepancy in Records. In the event that the
      records inspection conducted under Section 3.13 reveals any underpayment
      of royalties due to Institutions, TTI will promptly pay Institutions the
      full amount of that underpayment together with interest thereon at the
      rate of interest referred to in Section 3.9
herein.



ARTICLE 4 – REPRESENTATIONS, WARRANTIES AND LIABILITY


	4.1 	
      UHN/HSC Warranties. UHN and HSC each represent and
      warrant to TTI that:

	 	 	 
		(a) 	
      each is duly incorporated and organized and validly
      existing under the laws of Ontario and have all requisite corporate power
      and authority to enter into and perform their obligations under this
      Agreement;

	 	 	 
		(b) 	
      each has taken all necessary corporate action, steps and
      proceedings to approve or authorize, validly and effectively, the
      execution and delivery of this Agreement; and

	 	 	 
		(c) 	
      UHN and HSC are co-owners of the Licensed
  Patents.

	 	 	 
	4.2 	
      TTI Warranties. TTI represents and warrants to
      Institutions that:

	 	 	 
		(a) 	
      TTI is duly incorporated and organized and validly
      existing under the laws of Ontario and has all the requisite corporate
      power and authority to enter into and perform its obligations under this
      Agreement;

	 	 	 
		(b) 	
      TTI has taken all necessary corporate action, steps and
      proceedings to approve or authorize, validly and effectively, the
      execution and delivery of this Agreement and the performance of its
      obligations hereunder and to cause all necessary meetings of directors and
      shareholders of TTI to be held for such purposes;

	 	 	 
		(c) 	
      the execution and delivery of this Agreement by TTI and
      the performance of its obligations hereunder shall not result in either a
      breach or violation of any of the provisions of, or constitute a default
      under, or conflict with or cause the acceleration of any obligation of TTI
      under:




	 	(i) 	
      any agreement to which TTI is a party or is otherwise
      bound by;



12





	 	(ii) 	
      any of the terms and provisions of the constating
      documents or by- laws, or resolutions of the board of directors (or any
      committee thereof), of TTI;

	 	 	 
	 	(iii) 	
      any judgement, decree, order or award of any court,
      governmental body or arbitrator having jurisdiction over TTI;

	 	 	 
	 	(iv) 	
      any license, permit, approval, consent or authorization
      held by TTI; or

	 	 	 
	 	(v) 	
      any applicable law, statute, ordinance, regulation or
      rule.




	4.3 	
      EXCEPT AS OTHERWISE EXPRESSLY SET OUT IN THIS
      AGREEMENT:




	 	(A) 	
      INSTITUTIONS EXPRESSLY DISCLAIM ANY AND ALL IMPLIED OR
      EXPRESS WARRANTIES AND MAKE NO EXPRESS OR IMPLIED WARRANTIES OF
      MERCHANTABILITY, SAFETY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE
      LICENSED TECHNOLOGY;

	 	 	 
	 	(B) 	
      INSTITUTIONS DO NOT WARRANT OR REPRESENT THAT ISSUED
      PATENTS ARE VALID, OR PENDING PATENT APPLICATIONS WILL ISSUE, OR WHEN
      ISSUED WILL BE VALID, OR THAT THE PRACTICE OR EXPLOITATION OF ANY LICENSED
      TECHNOLOGY, TECHNICAL INFORMATION OR KNOW-HOW DISCLOSED TO TTI PURSUANT TO
      THIS AGREEMENT DOES NOT, OR WILL NOT, CONSTITUTE INFRINGEMENT OF RIGHTS OF
      PERSONS NOT PARTIES HERETO. NOTWITHSTANDING THE FOREGOING, INSTITUTIONS
      WARRANT THAT THEY HAVE NOT KNOWINGLY GRANTED RIGHTS ESSENTIALLY SIMILAR TO
      THOSE OF THIS AGREEMENT TO THIRD PARTIES;

	 	 	 
	 	(C) 	
      INSTITUTIONS SHALL NOT BE LIABLE TO TTI FOR ANY DAMAGE,
      INCLUDING ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE SUFFERED
      BY TTI RESULTING FROM THE USE OR OTHER EXPLOITATION OF THE LICENSED
      TECHNOLOGY, INCLUDING WITHOUT LIMITATION THE SALE OF ANY PRODUCT AND
      SERVICE. FURTHER, INSTITUTIONS MAKE NO REPRESENTATION THAT THE LICENSED
      TECHNOLOGY IS FREE FROM DEFECT OR LIABILITY OF INTELLECTUAL PROPERTY
      INFRINGEMENT.




	4.4 	
      LIMITED LIABILITY. SUBJECT TO SECTION 4.3,
      INSTITUTIONS’ ENTIRE LIABILITY TO TTI FOR DAMAGES OR ALLEGED DAMAGES
      HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED
      TO, AND WILL NOT EXCEED AN AMOUNT EQUAL TO THE SUM OF TOTAL ROYALTIES PAID
      BY TTI TO INSTITUTIONS UNDER SECTION 3.5 IN THE MOST RECENT FOUR (4)
      CONSECUTIVE QUARTER YEARLY PERIODS.



13




ARTICLE 5 – FURTHER TTI COVENANTS. 

	5.1 	
      The TTI covenants and agrees for the benefit of
      Institutions that it shall:

	 	 	 
		(a) 	
      exercise the License granted herein in accordance with
      all applicable laws, statutes, ordinances, regulations, guidelines and
      rules, including, all applicable statutes and regulations and applicable
      guidelines set forth by the Canadian Institutes of Health Research (CIHR),
      National Institutes of Health (NIH) or other governmental agencies where
      applicable;

	 	 	 
		(b) 	
      ensure that all employees, consultants, sublicensees, and
      any other persons having access to the subject matter of this Agreement
      are aware of any and all obligations under this Agreement, including any
      and all confidentiality obligations, and have agreed to be legally bound
      by them;

	 	 	 
		(c) 	
      cause to be applied to pertinent papers denoting any
      Products or Services that same are produced or rendered under license from
      Institutions;

	 	 	 
		(d) 	
      cause to be applied to Products and Services where
      appropriate any markings required by applicable government statutes and
      laws to maintain continued validity and enforcement of Intellectual
      Property Rights and will confirm to Institutions that such markings are
      required and if so, will confirm that same are being adhered to;

	 	 	 
		(e) 	
      include terms and conditions in any agreement with its
      customers in connection with the Products and/or Services relating to the
      Licensed Technology limitations of representations, warranties and
      conditions, limits of liability and indemnities from its customers and
      users which extend the benefit of such provisions to
  Institutions;

	 	 	 
		(f) 	
      notify Institutions of the development of any TTI
      Research IP and Improvements by TTI;

	 	 	 
		(g) 	
      per Section 2.5, ensure that the terms and conditions of
      any sublicenses are consistent with this Agreement; and

	 	 	 
		(h) 	
      use commercially reasonable efforts to develop and
      commercialize Product(s) and Service(s). As such (in part) TTI or its
      delegate or sublicensee shall undertake and fund the required IND-enabling
      experiments (e.g. PK/PD/toxicology) with the lead candidate Products and
      utilize commercial best efforts to move these into an appropriate clinical
      trial program alone or in partnership within five (5) years of the
      Effective Date.



ARTICLE 6 - MANAGEMENT OF INTELLECTUAL PROPERTY RIGHTS


14





	6.1 	
      Institutions Ownership. UHN and HSC shall own all
      applications and registrations for Intellectual Property Rights in the
      Licensed Technology (subject to Section 6.4, and with the caveat that UHN
      and/or HSC are co-owners with TTI of any Joint Research Program IP) and
      Improvements by Institutions.

	 	 
	6.2 	
      TTI Ownership. TTI shall own and have carriage of
      applications and registrations for Intellectual Property Rights for
      Improvements by TTI, including with respect to the preparation, filing,
      prosecution and maintenance of patent applications.

	 	 
	6.3 	
      Information to Institutions. TTI will keep
      Institutions promptly informed of all patent applications and
      registrations by TTI filed in accordance with Section 6.2
hereof.

	 	 
	6.4 	
      Patent Prosecution. With appropriate reasonable
      input from Institutions, TTI shall have the right to control preparing,
      filing, prosecuting, obtaining and maintaining, at its sole cost and
      expense, and using patent counsel reasonably acceptable to Institutions,
      all Intellectual Property Rights to Licensed Technology for the Field
      throughout the Territory. TTI (a) will provide Institutions with a copy of
      any proposed patent application in respect of the Licensed Technology for
      review and comment reasonably in advance of filing, and (b) will keep
      Institutions reasonably informed of the status of such filing, prosecution
      and maintenance, including (i) by providing Institutions with copies of
      all material communications received from or filed in patent office(s)
      with respect to such filing, and (ii) by providing Institutions a
      reasonable time prior to taking or failing to take any action that would
      materially affect the scope or validity of any such filing, with prior
      written notice of such proposed action or inaction so that Institutions
      have a reasonable opportunity to review and comment. In the event that TTI
      decides to (x) forego or cease prosecution, or (y) cease maintenance, of
      any Intellectual Property Rights in the Licensed Technology (in whole or
      in part) in any jurisdiction, Institutions may (in their sole discretion
      and expense) continue such prosecution or maintenance and TTI shall have
      no further obligations and rights in respect of Institutions rights in
      such Intellectual Property.

	 	 
	6.5 	
      Cooperation and Notice. As provided for in this
      Article 6, a Party shall cooperate with the other Parties in the
      preparation, filing, prosecution and maintenance of any applications and
      registrations for Intellectual Property Rights, including executing all
      papers and instruments required in order to enable the Party to apply for,
      to prosecute and to maintain applications and registrations in any
      country. Each Party shall provide to the others prompt notice as to all
      matters which come to its attention and which may affect the preparation,
      filing, prosecution or maintenance of any such applications or
      registrations, and shall at all times keep the other fully and promptly
      informed of all developments in the preparation, filing, prosecution and
      maintenance of any such applications or
registrations.



15





	6.6 	
      Infringement. If any infringement or threatened
      infringement of the Licensed Technology is perceived by Institutions or
      TTI, said Party will immediately notify the other Parties. The Parties
      shall co-operate fully in the enforcement of any Intellectual Property
      Rights in the Licensed Technology. TTI and its sublicensee(s) shall have
      initial carriage of any such action(s), but Institutions shall retain
      ultimate authority over, the commencement, conduct and settlement of any
      infringement action against a third party. TTI or its sublicensee(s) shall
      be responsible for all reasonable costs, including legal fees,
      disbursements and awards by the Court against Institutions or TTI
      pertaining to the enforcement of any Intellectual Property Rights in the
      Licensed Technology. Any monies awarded to the Parties as a result of any
      action or settlement shall first go to reimburse TTI or its sublicensee(s)
      for reasonable costs incurred in the action. Any remainder monies shall be
      divided as arranged by the Parties before the commencement of any such
      action.




	6.7 	
      No Actions. TTI agrees to not knowingly take any
      action which would jeopardize the obtaining or maintaining of
      Institutions’ Intellectual Property Rights in the Licensed
    Technology.

	 	 
	6.8 	
      No Challenges. TTI shall not challenge the
      validity of any of Institutions’ Intellectual Property Rights in the
      Licensed Technology or otherwise under this Agreement.

	 	 
	6.9 	
      Communications with Institutions. UHN shall be
      responsible on behalf of Institutions for the receipt of any notices and
      communications, and shall enage in any required discussions with TTI, in
      respect of IP-related matters further to this Article
6.



ARTICLE 7 - CONFIDENTIAL INFORMATION 

	7.1 	
      Confidentiality. The Parties shall take all proper
      measures, and at least the same measures as it takes in respect of its own
      Confidential Information, to keep confidential the Confidential
      Information of the other Parties. A Receiving Party will ensure that
      everyone having access to the Confidential Information of another Party is
      under a legal obligation to maintain such Confidential Information in
      confidence and is duly informed of this obligation. A Receiving Party will
      neither use nor disclose to any other party any of the Confidential
      Information of the other Parties except as expressly permitted
      hereunder.

	 	 
	7.2 	
      Disclosure to Advisors. Notwithstanding the
      confidentiality obligations of this Agreement, each Party shall be
      permitted to disclose the terms of this Agreement without the prior
      written consent of the other Party (i) to those of its advisors,
      shareholders, investors, potential investors, underwriters and others who
      are on a need to know basis, under circumstances that reasonably ensure
      the confidentiality thereof, or (ii) to the extent as otherwise required
      by law.



16




ARTICLE 8 - PUBLICATION 

	8.1 	
      Publications. At the request of UHN, HSC or TTI
      (as appropriate), TTI, HSC or UHN (as appropriate) shall acknowledge the
      contribution and ownership of the other Parties to the Licensed
      Technology, Improvements by Institutions or Improvements by TTI, as the
      case may be. No Publication by a Party shall disclose the Confidential
      Information of another Party without the prior written consent of that
      other Party.



ARTICLE 9 - TERM & TERMINATION

	9.1 	
      “Term”. Unless earlier
      terminated pursuant to Sections 9.2 or 9.3, the Term of the License
      Agreement shall expire,

	 	 	 
		(a) 	
      on a country-by-country basis, in countries wherein a
      Valid Claim exists,

	 	 	 
		
      when the last Valid Claim expires in any such country,
      and

	 	 	 
		(b) 	
      in countries wherein a Valid Claim does not exist, when
      the last Valid Claim in

	 	 	 
		
      the United States expires.

	 	 	 
	9.2 	
      Earlier Termination. This Agreement shall earlier
      terminate:




	 	(a) 	
      at the discretion of TTI upon forty five (45) days notice
      to Institutions;

	 	 	 	 
	 	(b) 	
      at least one (1) day prior to the occurrence of any of
      the following events:

	 	 	 	 
	 		(i) 	
      TTI files a voluntary petition in bankruptcy or
      insolvency or shall petition for reorganization under any bankruptcy law,
      or makes a general assignment for the benefit of creditors, or otherwise
      acknowledges insolvency or is adjudged bankrupt;

	 	 	 	 
	 		(ii) 	
      TTI shall consent to an involuntary petition in
      bankruptcy or if a receiving order is given against it under the
      Bankruptcy and Insolvency Act (or such other equivalent Act in the
      respective jurisdiction); or

	 	 	 	 
	 		(iii) 	
      the appointment of a receiver or other similar
      representative for TTI by a court of competent jurisdiction;

	 	 	 	 
	 	(c) 	
      at the discretion of Institutions and upon notice to TTI,
      if TTI materially breaches any of its obligations under this Agreement
      (including the payment of any monies as required under Sections 3.2, 3.3,
      3.4, 3.5, and 3.7) and fails to, refuses to, or cannot remedy the breach
      within thirty (30) days after being given written notice thereof by
      Institutions;



17





	 	(d) 	
      at the discretion of Institutions, immediately upon
      notice to TTI (and/or sublicensee, as appropriate) for a failure to have
      or maintain adequate insurance per Article 11; or

	 	 	 
	 	(e) 	
      by mutual consent of the Parties pursuant to Section
      9.3.




	9.3 	
      Termination by Mutual Consent. The Parties may
      terminate this Agreement at any time by mutual consent, which consent
      shall be evidenced by a written agreement duly executed by the
    Parties.

	 	 
	9.4 	
      Obligations on Insolvency. In the event that this
      Agreement is terminated for insolvency further to Section 9.2, the License
      and any sublicenses granted in accordance with this Agreement will be
      automatically terminated, and as such all rights to the Licensed
      Technology granted by Institutions to TTI, or granted by TTI to
      sublicensees, shall revert to Institutions. Licensed Technology shall not
      in any manner form part of the assets of TTI or the assets of any
      sublicensee of TTI.

	 	 
	9.5 	
      Post-Termination. In the event of the earlier
      termination of this Agreement:




	 	(a) 	
      TTI shall cease and desist any further use or
      exploitation of, and otherwise cease to derive any benefit from, the
      Licensed Technology, and within thirty (30) days either destroy or return
      to Institutions (at the request of Institutions in their sole discretion)
      all of Institutions’ property, including all Licensed Technology and UHN
      and HSC Confidential Information;

	 	 	 
	 	(b) 	
      TTI shall within thirty (30) days of the date of such
      earlier termination, pay Institutions all current amounts then owed to
      Institutions pursuant to Article 3; for purposes of certainty and
      clarity, no term or provision of this Agreement shall be construed to
      waive the payment of any monies to Institutions accrued at the date of
      said earlier termination, or arising thereafter;

	 	 	 
	 	(c) 	
      no termination of this Agreement shall be construed as a
      termination of any valid sublicense of any sublicensee hereunder, and
      thereafter each such sublicensee shall be considered a direct licensee of
      Institutions, provided that (i) such sublicensee is then in full
      compliance with all terms and conditions of its sublicense, and (ii) such
      sublicensee agrees in writing to assume all material obligations
      (including, without limitation, those of a financial nature), hereunder
      this Agreement;

	 	 	 
	 	(d) 	
      the Parties shall take all necessary steps in a prudent
      business manner to effect the orderly termination of this Agreement;
      and

	 	 	 
	 	(e) 	
      TTI may continue to sell any existing stock of any
      Products manufactured at fair market value and TTI shall pay Institutions
      all royalties owed pursuant to Article 3.



18




ARTICLE 10 - INDEMNIFICATION 

	10.1 	
      Indemnification. TTI, for and in consideration of
      and as a condition to the granting of the License, agrees to indemnify,
      save harmless, and defend Institutions, their directors, officers,
      research staff, employees, research trainees, students, and agents,
      against any and all claims, suits, losses, damages, costs, fees, and
      expenses (including reasonable legal expenses), resulting from and arising
      out of this Agreement including but not limited to any product liability
      and any third party Intellectual Property infringement or alleged
      infringement claims and any damages, losses, or liabilities, whatsoever
      with respect to death or injury to any person and damage to any property
      arising from this Agreement and the License granted herein, including,
      without limitation, the manufacture, design, distribution, and offer for
      sale of Products and Services or otherwise arising from any exploitation
      of the Licensed Technology, except to the extent caused by the negligence
      or willful misconduct of Institutions or any of the indemnified parties
      thereof.



ARTICLE 11 – INSURANCE 

	11.1 	
      TTI Insurance. No later than thirty (30) days
      prior to the first use of Licensed Technology in humans, TTI, at TTI’s
      expense, shall obtain and maintain appropriate general liability and
      product liability insurance (the “TTI Insurance”) at an overall
      level, incident level, and deductible amount as are standard in the
      industry at such time, naming TTI and Institutions as co-insured. TTI
      shall provide to Institutions a Certificate of Insurance evidencing
      compliance with this provision within thirty (30) days prior to such first
      use and, in no event, shall TTI use the Licensed Technology in humans
      prior to the delivery to Institutions of the Certificate of Insurance. TTI
      shall, at its own expense, obtain and maintain the TTI Insurance from the
      date required by this Section 11.1 until the end of the Term of this
      Agreement (as described in Article 9 hereof) and for a period of six (6)
      years thereafter. 

	  	     
	11.2 	
      “Sublicensee Insurance”. TTI
      shall ensure that all approved sublicensee(s), at the sublicense(s)’ or
      TTI’s expense, obtain and maintain appropriate liability insurance at a
      level commensurate with the TTI Insurance, naming TTI and Institutions as
      co-insured. TTI shall provide to Institutions a Certificate of Insurance
      evidencing compliance with this provision, within thirty (30) days prior
      to the first use of the Licensed Technology in humans under any sublicense
      agreement. TTI shall ensure that in no event shall the sublicense(s) use
      the Licensed Technology in humans under this or any sublicense agreement
      prior to the delivery to Institutions of the Certificate of Insurance. TTI
      shall ensure that sublicensee(s) (at no expense to Institutions) obtain
      and maintain from the date required by this Section 11.2 until the end of
      the Term of this Agreement and for a period of six (6) years thereafter, a
      policy of appropriate liability insurance at a level commensurate with the
      TTI Insurance. 



19





	11.3 	
      Qualified Insurance. All insurance policies
      required in accordance with this Article 11 shall be obtained from a
      qualified insurance company licensed to do business in the jurisdictions
      governed by this Agreement.

	 	 
	11.4 	
      Notice. All insurance policies required in
      accordance with this Article 11 shall provide for fifteen (15) business
      days written notice by the insurer to TTI and Institutions by registered
      or certified mail in the event of any modification, cancellation or
      termination of such insurance policy.

	 	 
	11.5 	
      Copy of Policy. TTI shall, on written request,
      provide Institutions with a copy of the insurance policy in force at the
      time of the request and this provision shall survive the termination or
      expiration of this Agreement.

	 	 
	11.6 	
      Incomplete Insurance. In the event TTI (or
      sublicensee, as appropriate) is unable to obtain the insurance coverage
      required by this Article 11, or if any portion of the TTI Insurance /
      sublicensee insurance or other required coverage is cancelled and not
      immediately replaced, TTI shall promptly inform Institutions and
      Institutions shall be free to terminate this Agreement upon notice to
      TTI/sublicensee in accordance with Section 9.2(d).



ARTICLE 12 - DISPUTE RESOLUTION 

	12.1 	
      Best Efforts. The Parties agree to use reasonable
      best efforts to resolve amicably among themselves any dispute arising out
      of this Agreement.

	 	 
	12.2 	
      Referral for Resolution. If the Parties are unable
      to resolve the dispute under Section 12.1, the dispute shall be referred
      to the Vice President, Research of UHN (or designate), Chief of Research
      of HSC (or designate) and the CEO (or designate) of TTI for their
      discussion and resolution. The Parties may agree to mediation of the
      dispute.

	 	 
	12.3 	
      Arbitration. Any dispute which cannot be settled
      amicably between the Parties as provided in Sections 12.1 and 12.2 shall
      be submitted to arbitration, by an arbitrator to be mutually agreed upon
      by the Parties, in accordance with the provisions of the Arbitration
      Act, 1991, S.O. 1991, c.17, as amended from time to time. The
      arbitration will take place in the City of Toronto.

	 	 
	12.4 	
      Termination under Section 9.2 and/or for inadequate or
      lack of insurance under Article 11, shall not be subject to this
      Article 12.



ARTICLE 13 – NOTICE 

	13.1 	
      Notice. All notices which are required or
      permitted to be given hereunder (“Notices”) including judicial
      payment notices must be in writing. All such Notices must be sent as
      follows:



20




to UHN: 

	 	Attention: 	Brian H. Barber, PhD 
	 	  	Director, Technology Development
      & Commercialization 
	 	  	University Health Network 
	 	  	101 College Street – Suite 150
  
	 	  	Heritage Building – MaRS Centre
    
	 	  	Toronto, Ontario, Canada M5G 1L7
    
	 	  	  
	 	  	Telephone No.: (416) 581-7410
  
	 	  	Facsimile No.: (416) 977-4765
  
	 	  	  
	 	to HSC: 	  
	 	  	  
	 	Attention: 	Arlene Yee 
	 	  	Director, Technology Partnerships
    
	 	  	The Hospital for Sick Children
  
	 	  	555 University Avenue 
	 	  	Toronto, Ontario, Canada M5G 1X8
    
	 	  	  
	 	  	Telephone No.: (416) 813-8858
  
	 	  	Facsimile No.: (416) 813-5968
  
	 	  	E-mail: arlene.yee@sickkids.ca
  
	 	  	  
	 	to RDLP: 	  
	 	  	  
	 	Attention: 	Dr. Stuart Howe 
	 	  	President 
	 	  	HSC Research & Development
      Limited Partnership 
	 	  	525 University Avenue – Suite
      1030 
	 	  	Toronto, Ontario M5G 2L3 
	 	  	Canada 
	 	  	  
	 	  	Telephone: (416) 813-8138 
	 	  	Facsimile No.: (416) 813-5085
  
	 	  	E-mail: stuart.howe@sickkids.ca
    
	 	  	  
	 	  	  
	 	to TTI: 	  
	 	  	  
	 	Attention: 	Dr. Niclas Stiernholm 
	 	  	Chief Executive Officer 
	 	  	  
	 	  	Trillium Therapeutics Inc. 
	 	  	96 Skyway Avenue 
	 	  	Toronto, Ontario, M9W 4Y9 
	 	  	Canada 


21




Direct: (416) 595-9491 
Phone:
(416) 595-0627 x222 
Fax: (416) 595-5835 
E-mail:
niclas@trilliumtherapeutics.com 


or to such other address as a Party may
designate by Notice given in accordance with this Article 13. Any such Notice
may be delivered by hand, by registered mail, or sent by facsimile and will be
deemed to have been delivered on the date of delivery if delivered by hand, five
(5) days after mailing if sent by registered mail, or on the first business day
following the date of sending, if sent by telecopy. 

ARTICLE 14 – GENERAL 

	14.1 	
      Entire Agreement. The Parties hereto acknowledge
      that this Agreement and its Schedule set forth the entire agreement and
      understanding of the Parties hereto as to the subject matter hereof, and
      supersedes all prior discussions, agreements and writings in respect
      hereto.

	 	 	 
	14.2 	
      General Assurances. The Parties agree to do all
      such things and to execute such instruments and documents as may be
      necessary or desirable in order to carry out the provisions and intent of
      this Agreement.

	 	 	 
	14.3 	
      Enure to Benefit. This Agreement shall enure to
      the benefit of and be binding upon the respective Parties and, where the
      context admits or requires, their respective permitted successors or
      assigns.

	 	 	 
	14.4 	
      Assignment.

	 	 	 
		(a) 	
      This Agreement cannot be assigned, sold, transferred or
      encumbered in any manner by TTI without the expressed written consent of
      Institutions, which consent will not be unreasonably withheld.

	 	 	 
		(b) 	
      Notwithstanding Subsection 14.4(a), in the event TTI
      sells all or substantially all of its assets to another entity, TRILLIUM
      may assign its rights and obligations hereunder to the surviving or
      acquiring entity if: (i) TRILLIUM is not then in breach of this Agreement;
      (ii) the proposed assignee has or will have sufficient available
      resources, including liquid financial resources, management experience,
      and sufficient scientific, business and other expertise comparable or
      superior to TTI, that will be committed in order to satisfy its
      obligations hereunder; (iii) TRILLIUM provides written notice of the
      assignment to Institutions, together with documentation satisfactory to
      Institutions sufficient to demonstrate the requirements set forth in
      subparagraphs (i) through (ii) above, at least thirty (30) days prior to
      the effective date of the assignment; and (iv) Institutions receive from
      the assignee, in writing, at least thirty (30) days prior to the effective
      date of the assignment: (w) reaffirmation of the terms of this Agreement; (x) an agreement to be bound by
      the terms of this Agreement; (y) an agreement to perform the obligations
      of Licensee under this Agreement, and (z) details satisfactory to
      Institutions concerning subparagraphs (iii) of this Subsection
    14.4(b).



22





	 	(c) 	
      In the event of the sale, transfer or other disposition
      of the whole of TTI’s business to a third party, or that part encompassing
      or otherwise associated with the development and commercialization of the
      Licensed Technology, TTI shall pay to Institutions a “License Transfer
      Fee” equal to two percent (2%) of the (monetized) amount received by
      TTI in respect of said sale/transfer/disposition, to a maximum of
      $3,000,000, such payment to be made by TTI to UHN (on behalf of
      Institutions) within thirty (30) days of the closing of such
      sale/transfer/disposition. For purposes of certainty and clarity, only a
      single License Transfer Fee shall be owed and payable in the event of the
      aforementioned sale, transfer or other disposition of TTI’s business
      encompassing the Licensed Technology and/or the analogous sale, transfer
      or other disposition of TTI’s business encompassing the licensed
      technology of the First License Agreement.

	 	 	 
	 	(d) 	
      Notwithstanding any other term or provision of this
      Agreement, no assignment of the Agreement (and any License thereunder)
      shall be finalized and executed absent the receipt by Institutions of the
      License Transfer Fee.




	14.5 	
      No Use of Names. TTI shall not use the name, logo,
      trade-mark or trade-name of Institutions in connection with any products,
      publicity, promotion news release, advertising or similar public
      statements or otherwise without the prior written consent of
      Institutions.

	 	 
	14.6 	
      No Joint Venture. Each Party is and will remain at
      all times independent of each other. The Parties are not and shall not be
      considered to be joint venturers, partners or agents of each other and
      neither of them shall have the power to bind or obligate the other except
      as set forth in this Agreement. The Parties mutually covenant and agree
      that neither shall they, in any way, incur any contractual or other
      obligation in the name of the other, nor shall they have liability for any
      debts incurred by the other. No representation will be made or acts taken
      by any of the Parties which could establish any apparent relationship of
      agency, joint venture, partnership or employment.

	 	 
	14.7 	
      Waiver. No amendment, supplement or waiver of any
      provision of this Agreement shall be binding on any Party unless consented
      to in writing by such Party. No waiver of any provision of this Agreement
      shall constitute a waiver of any other provision, nor shall any waiver
      constitute a continuing waiver unless otherwise expressly provided.
      Further, no failure or delay by any Party in exercising any right or
      remedy shall operate as a waiver thereof, nor shall any single or partial
      exercise or waiver of any right or remedy preclude its further exercise or
      the exercise of any other right or remedy.



23





	14.8 	
      Time of the Essence. Time is of the essence in
      this Agreement and of each and every term and condition hereof.

	 	 
	14.9 	
      Joint Preparation. This Agreement shall be deemed
      to be jointly prepared by the Parties, and any ambiguity herein shall not
      be construed for or against any single Party.

	 	 
	14.10 	
      Governing Law. This Agreement shall be governed by
      the laws of the Province of Ontario and the laws of Canada and shall be
      treated as an Ontario contract. Subject to Article 12, the Parties
      irrevocably and unconditionally submits to the non-exclusive jurisdiction
      the courts of such Province and all courts competent to hear appeals
      therefrom in connection with any matters arising under this
    Agreement.

	 	 
	14.11 	
      Severability of Provisions. In the event that any
      provisions of this Agreement are determined to be invalid or unenforceable
      by a court of competent jurisdiction in any jurisdiction, the remainder of
      the Agreement shall remain in full force and effect without said provision
      in said jurisdiction and such determination shall not affect the validity
      or enforceability of such provision or the Agreement in any other
      jurisdiction. The Parties shall in good faith negotiate a substitute
      clause for any provision declared invalid or unenforceable, which shall
      most nearly approximate the intent of the Parties in entering this
      Agreement.

	 	 
	14.12 	
      Force Majeure. In the event that any one of the
      Parties is prevented from fulfilling any of its obligations herein by acts
      of God, war, terrorism, strikes, riots, storms, fires, governmental orders
      or restrictions or any other cause beyond its control, the payment of
      royalties, or the applicable pro rata portion thereof, shall be suspended
      during the full period of any such prevention, but payment of royalties
      which has accrued for payment prior to, or after such cause shall not be
      excused. Institutions will have the right to terminate this Agreement in
      the event that the TTI is unable to fulfill its obligations herein for a
      period of at least three (3) months.

	 	 
	14.13 	
      Survival. Articles 1, 3, 7, 8, 10, 11, 12, 13, 14
      in their entirety and Sections 2.4, 4.3, 4.4, 5.1(b) through (e), 6.1,
      6.2, 6.7, 6.8, 9.4 and 9.5 shall remain in force and effect after the
      expiration or earlier termination of this Agreement until such time as
      specifically noted in a particular Article or Section, or the Parties
      mutually agree to the release (singly or collectively) of the obligations
      contained therein.

	 	 
	14.14 	
      Counterparts. This Agreement may be executed in
      counterparts each of which shall be deemed an original but all of which
      together shall constitute one and the same
instrument.



IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement to be effective as of the Effective Date. 

24






	UNIVERSITY HEALTH NETWORK 


Per:
      (signed) “Dr. Christopher
      Paige”                                   
       
Name: Dr. Christopher J. Paige 
Title: Vice President
      Research 
	HOSPITAL FOR SICK CHILDREN
      


Per: (signed) “Dr. Stuart
      Howe”                                                
      
Name: Dr. Stuart Howe 
Title: Executive Director, Business
      
Services and Development 
	TRILLIUM THERAPEUTICS INC. 


Per:
      (signed) “Dr. Niclas
      Stiernholm”                                    
      
Name: Dr. Niclas Stiernholm 
Title: Chief Executive Officer 	








25




Execution Copy 

SCHEDULE A 
Licensed Technology



	1. 	
      Licensed Patents




	 	A. 	
      Filed Patent Applications:

	 	 	 	 
	 		(i) 	
      Patent family entitled: “Modulation of SIRPalpha - CD47
      interaction for

	 	 	 	 
	 		
      increasing human hematopoietic stem cell engraftment and
      compounds thereof.” (J. E. Dick, K. Takenaka, T. Prasolova & J.S.
      Danska (inventors)) including: US Prov. Appln. No. 60/960,724 (filed Oct.
      11, 2007); and PCT Appl. No. PCT/CA2008/001814 (filed Oct. 10,
    2008).

	 	 	 	 
	 		(ii) 	
      Patent family entitled: “Compositions and methods for
      treating

	 	 	 	 
	 		
      hematologic cancers targeting the SIRPalpha - CD47
      interaction.” (J.C.Y. Wang, J. E. Dick, T. Prasolova, L. Jing, A.
      Theocharides & J.S. Danska (inventors)) including: US Prov. Appln. No.
      61/178,553 (filed May 15, 2009).

	 	 	 	 
	 		(iii) 	
      Patent family entitled: “Compositions and methods for
      treating

	 	 	 	 
	 		
      leukemia targeting the SIRPalpha - CD47 interaction.”
      (J.C.Y. Wang, J. E. Dick, T. Prasolova, L. Jing, A. Theocharides &
      J.S. Danska (inventors)) including: US Prov. Appln. No. 61/178,559 (filed
      May 15, 2009).




	 	B. 	
      Foreign Dependent Applications:



Any patent application(s) claiming
priority to the applications listed in Part 1 of this Schedule A. 

	 	C. 	
      Continuations, Divisionals, Renewals,
  Extensions:

	 	 	 
	 		
      For greater certainty, the Licensed Patents shall further
      include:




	 	(a) 	
      any issued patent(s) or patent application(s) described
      or listed in this Schedule A;

	 	 	 
	 	(b) 	
      all continuations and continuations-in-part applications
      to the issued patent or patent application described in Part 1 of this
      Schedule A (solely to the extent such continuations-in-part applications
      contain subject matter on which claims issuing obtain the benefit of a
      priority date of any patent or patent application described in Part 1 of
      this Schedule A);

	 	 	 
	 	(c) 	
      all divisions, patents of addition, reissues, renewals
      and extensions of any of the patent, patent application, continuations and
      continuations-in-part applications set out in the foregoing paragraphs (a)
      and (b) of Part 1(C) of this Schedule A; and








	 	(d) 	
      all foreign counterparts of any of the foregoing
      (including, without limitation, European Supplementary Protection
      Certificates or its equivalent).




	2. 	
      Institutions Research Program
IP



To be amended from time-to-time, as
required. 

	3. 	
      Joint Research Program IP:



To be amended from time-to-time, as
required.

27