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






SECOND AMENDED & RESTATED LICENSE AGREEMENT

This second amended and restated license agreement
(“Agreement”, as further defined herein) is amended as of May 31, 2018
(“Execution Date”) and made effective as of February 1, 2010 (the
"Effective Date") unless otherwise noted, 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 2488 Dunwin Drive, Toronto, ON,
      L5L 1J9 (“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: 

	A. 	
      TTI exists as a result of an amalgamation between Stem
      Cell Therapeutics Corp. and its wholly-owned subsidiary Trillium
      Therapeutics Inc. (“Trillium”). Trillium had entered into the
      Original Agreement (as hereinafter defined) with the
  Institutions.

	 	 
	B. 	
      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).

	 	 
	C. 	
      The Parties entered into the Original Agreement, which
      was amended and restated as of June 1, 2012 and subsequently further
      amended as of September 23, 2014 (the Original Agreement, as amended by
      the foregoing two amendments, being collectively referred to as the
      “Existing Agreement”).








	D. 	
      Pursuant to the Research Program(s), UHN and/or HSC
      previously conducted or are in the process of currently conducting, with
      financial and other support from TTI, research and development of the
      aforementioned methods and compounds.

	 	 
	E. 	
      UHN and HSC have entered into an inter-institutional
      agreement dated April 22, 2009, and as amended February 1, 2010 whereby
      UHN is deemed responsible for managing the commercialization of the
      Licensed Patents on behalf of UHN and 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 and SRA#4 and SRA#5A and #SRA5B Research
      Programs to TTI, and TTI desires to obtain said rights from
      Institutions.

	 	 
	G. 	
      The Parties now wish to further amend and restate the
      Existing Agreement in accordance with the terms outlined
  herein.



      THEREFORE, 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) 	
      "Affiliate" means, with respect to any Party, an
      entity directly or indirectly controlled by, controlling, or under common
      control with such Party. For the purposes of this definition, except as
      otherwise expressly set out in this Agreement, "control" means (a) direct
      or indirect beneficial ownership of at least fifty percent (50%) of the
      voting stock of such entity or (b) the power to direct the management and
      policies of such entity;

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








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

	 	 	 	 
	 	(d) 	
      “Basic Royalty” shall have the meaning provided in
      Section 3.5;

	 	 	 	 
	 	(e) 	
      “Collaboration Agreement” means the collaboration
      agreement between the Parties made as of July 16, 2015;

	 	 	 	 
	 	(f) 	
      “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 another 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:

	 		(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 or by an applicable securities
      regulatory authority (including a stock exchange or trading authority),
      provided that (to the extent reasonable and practicable in the
      circumstances) 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;

	 	 	 	 
	 	(g) 	
      "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; the last Contract Year shall end
      on the day that this Agreement expires or is otherwise earlier
      terminated;








	 	(h) 	
      “Effective Date” has the meaning set out and
      described in the recitals hereto;

	 	 	 
	 	(i) 	
      “Execution Date” has the meaning set out and
      described in the recitals hereto;

	 	 	 
	 	(j) 	
      “Existing Agreement” has the meaning set out and
      described in the “Background”;

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

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

	 	 	 
	 	(m) 	
      “Gross Revenue” means the gross amount received by
      each of TTI, its Affiliate(s), Sublicensee(s), and any others on behalf of
      TTI and its Affiliates and the Sublicensee(s), in each case in respect of
      the sale or other disposition of Products and Services. Any Products and
      Services used by TTI and its Affiliates or Sublicensee(s) or others on
      their behalf or sold or otherwise transferred by TTI and its Affiliates,
      Sublicensee(s) or others on their behalf in other than an arms -length
      transaction shall be deemed to be invoiced for the fair market value of
      the Product or Service;

	 	 	 
	 	(n) 	
      "Including" means including without
    limitation;

	 	 	 
	 	(o) 	
      "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;

	 	 	 
	 	(p) 	
      "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;








	 	(q) 	
      “Institutions” has the meaning set out and
      described in the recitals hereto;

	 	 	 
	 	(r) 	
      “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 any one of more of the Research Programs, as
      further described and listed in Section 2 of Schedule A (as amended from
      time-to-time);

	 	 	 
	 	(s) 	
      "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;

	 	 	 
	 	(t) 	
      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;

	 	 	 
	 	(u) 	
      “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 any one or
      more of the Research Programs as further described and listed in Section 3
      of Schedule A (as amended from time- to-time);

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

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

	 	 	 
	 	(x) 	
      “Licensed Technology” means: (i) the Licensed
      Patents, (ii) the Institutions Research Program IP, and (iii) all of the
      right, title and interest of each of the Institutions in the Joint
      Research Program IP, all as further described and listed in Schedule A (as
      amended);








	 	(y) 	
      "Net Revenues" means the Gross Revenue, excluding
      standard industry discounts, refunds and taxes, all as determined from the
      books and records of TTI and its Affiliates, and Sublicensees, maintained
      in accordance with generally accepted accounting principles maintained by
      such persons, consistently applied (provided, for greater certainty, “Net
      Revenues” in respect of amounts received by Sublicensees shall not be
      considered to be Net Revenues for the purposes of this Agreement unless
      and until such Sublicensee(s) have remitted royalties to TTI or its
      Affiliates in respect of such Gross Revenue of the
  Sublicensee(s));

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

	 	 	 
	 	(aa) 	
      “Original Agreement” means the License Agreement
      dated as of February 1, 2010 executed by the Parties;

	 	 	 
	 	(bb) 	
      “PCT” has the meaning ascribed thereto in the
      definition of “Valid Claim”;

	 	 	 
	 	(cc) 	
      “Principal Investigators” has the meaning set out
      and described in the “Background”;

	 	 	 
	 	(dd) 	
      "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;

	 	 	 
	 	(ee) 	
      "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;

	 	 	 
	 	(ff) 	
      "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;

	 	 	 
	 	(gg) 	
      “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 one or both of the Institutions under
  the SRA #2, SRA #3, SRA #4 and SRA #5A, SRA #5B, and the
      Collaboration Agreement;








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

	 	 	 
	 	(ii) 	
      “SRA #2” means the second sponsored research
      agreement between the Parties pertaining to the conduct of a portion of
      the Research Program dated as of February 1, 2010;

	 	 	 
	 	(jj) 	
      “SRA #3” means the third sponsored research
      agreement between the Parties pertaining to the conduct of a portion of
      the Research Program, dated as of June 1, 2012;

	 	 	 
	 	(kk) 	
      “SRA #4” means the fourth sponsored research
      agreement between UHN and TTI pertaining to the conduct of a portion of
      the Research Program, dated as of July 8, 2013, as amended;

	 	 	 
	 	(ll) 	
      “SRA #5A” means the fifth sponsored research
      agreement between UHN and TTI pertaining to the conduct of a portion of
      the Research Program, dated as of December 1, 2014;

	 	 	 
	 	(mm) 	
      “SRA #5B” means the fifth sponsored research
      agreement between HSC and TTI pertaining to the conduct of a portion of
      the Research Program, dated as of March 31, 2014;

	 	 	 
	 	(nn) 	
      “Sublicensee” shall have the meaning provided in
      Section 2.5;

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

	 	 	 
	 	(pp) 	
      “Territory" means the World;

	 	 	 
	 	(qq) 	
      “TTI Research Program IP” means any and all
      Intellectual Property solely conceived or developed by TTI or its
      Affiliates (which includes its personnel, staff members, employees,
      students, agents and consultants and otherwise any other person conducting
      activities on their behalf) without any contribution from Institutions
      (which includes their respective personnel, staff members, employees,
      students, agents and consultants except to the extent that such persons
      are engaged by TTI or its Affiliates to perform such contributions),
      pursuant to activities conducted specifically in respect of the Research
      Program under the SRA #2, SRA #3, and SRA #4 and SRA#5A and
  SRA#5B.

	 	 	 
	 	(rr) 	
      “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. Once issued, such claim shall be
      retroactively applied and such claim be deemed to have always been a Valid
      Claim subject to subsections (a) and (b) above). 










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




	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” for the purposes
      of TTI refers to generally accepted accounting principles as approved from
      time to time by the Canadian Institute of Chartered Accountants or any
      successor institute for use by a publicly-traded entity. Any such
      reference for any other person shall refer to generally accepted
      accounting principles as approved by the appropriate accounting body
      having jurisdiction over the financial statements prepared by such
      person.









	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.

	 	 
	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 in respect of the
      improvements referred to in the written notice of an improvement will
      lapse and Institutions will be free to dispose of such 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 	
      Sublicenses. TTI shall have a right to grant
      sublicenses to the Licensed Technology to a third party sublicensee
      (“Sublicensee”) with the prior consent of UHN and HSC, which consent shall
      not be unreasonably withheld and can be withheld only on the basis of (a)
      reasonable concerns expressed by the Institutions having regard to the
      identity of the Sublicensee, or (b) for ethical reasons having regard to
      the identity or operations of the Sublicensee. UHN and HSC shall provide
      consent within thirty (30) days of a request from
TTI.







Notwithstanding, TTI shall ensure that
any such sublicense contains terms and conditions that are not inconsistent with
this Agreement. Notwithstanding the foregoing, TTI shall have an unfettered
right to grant Sublicenses to Affiliates or to persons for the purposes of
providing goods or services to TTI and/or its Affiliates. For greater certainty,
a sublicense by TTI or an Affiliate may grant the Sublicensee a right to grant
sublicenses subject to the foregoing limitations.

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
      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 Szombati - Compliance
Specialist 

	3.2 	
      Up-Front License Fee. The Institutions acknowledge
      that TTI has previously paid to Institutions an up-front, non- refundable
      and non-creditable license fee of $150,000 on execution of the First
      License Agreement.

	 	 	 	 
	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

	 	 	 	 
	 		(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.



The Institutions acknowledge that TTI
has previously paid to Institutions the milestone payments set out above in
3.4(a)(ii), 3.4(a)(iii) and 3.4(b)(i) . 

	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 (“Basic Royalty”).
Payment(s) shall be made within thirty (30) days of the end of each Quarter
Yearly Period (and, for greater certainty, shall only be payable in respect of
Net Sales by Sublicensees to the extent that the Sublicensees have remitted
royalty payments in respect of such Net Sales to TTI or its Affiliates). In the
event that TTI obtains a license from one or more third parties in respect of
intellectual property rights of said third party which are reasonably useful for
the development or manufacturing of a Product or Service or further essentially required for the sale of a Product
      or Services, Basic Royalty payments under this Section 3.3 shall be
      reduced by the amount payable by TTI to such third parties 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, the TTI Affiliate or Sublicensee as appropriate.

	 	 
	3.7 	
      Sublicensing Royalty. This Section 3.7 outlines
      obligations taking effect as of the Execution Date and replaces previous
      obligations as outlined in the Existing Agreement in respect of that
      section. Upon the Execution Date, or as soon thereafter as practicable,
      but no later than thirty (30) days after the Execution Date, TTI shall
      issue: (a) to UHN a one-time allocation of TTI common shares, in an amount
      equal to $2,000,000.00 and (b) to HSC, a one-time allocation of TTI common
      shares in an amount equal to $1,000,000.00 (collectively the “TTI
      Equity”). The price per share of TTI Equity shall be determined as a
      volume weighted average price of the TTI common shares on the Toronto
      Stock Exchange over the fourteen (14) day period preceding the date of
      issuance. For clarity, this one time allocation of TTI Equity to each of
      the Institutions shall be non-refundable and non-creditable against future
      royalties (including the Basic Royalty) or milestones payable under this
      Agreement.

	 	 
	3.8 	
      (intentionally left blank)

	 	 
	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 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 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 (provided
      that such Royalty Report shall only include information in respect of
      Gross Revenue generated by Sublicensees upon receipt of such information
      by TTI from the Sublicensees, which shall not be later than 75 days
      following the end of a particular quarterly period).

	 	 
	3.12 	
      Complete Records. TTI and its Affiliates 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 applicable
      generally accepted accounting principles. Such records shall be maintained
      by TTI and its Affiliates for at least six (6) years from the date of the
      payment to which such records are relevant. In addition, TTI shall
      contractually require all Sublicensees to provide TTI with audit rights to
      permit TTI to verify amounts owing to TTI and its Affiliates, which rights
      shall be on terms and conditions, and based upon such scope of access, as
      TTI shall determine in its sole and absolute discretion.

	 	 
	3.13 	
      Inspection of Records. The records of TTI and its
      Affiliates 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
      or its Affiliates, as applicable, 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(s) in respect of the period under review were understated
      by more than five percent (5%) in the aggregate, 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 together or independently 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;

	 	 	 	 
			(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.

	 	 	 	 
		(d) 	
      the common shares forming part of the TTI Equity will be
      validly issued, in compliance with the constating documents of TTI and all
      applicable laws, including the requirements of applicable securities laws,
      and will be issued fully paid, tradeable and non-
  assessable.








	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.



ARTICLE 5 – FURTHER TTI COVENANTS. 

	5.1 	
      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, Affiliates,
      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) or Service(s).



ARTICLE 6 - MANAGEMENT OF INTELLECTUAL PROPERTY RIGHTS


	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.

	 	 
	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), and 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. If after two (2) years of been notified of any
      material alleged infringement, TTI and/or Sublicensee(s) are unsuccessful
      in persuading the alleged infringer to desist or have not brought and have
      not diligently prosecuted an infringement action, then HSC and/or UHN
      shall have the right, but not the obligation, under their own control and
      at their own expense to prosecute such infringement of the 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 the prosecuting Parties for reasonable costs incurred in the
      action. The party bringing the action shall be entitled to any amount
      recovered as a result of 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. Except in those jurisdictions where
      such covenant is otherwise prohibited under applicable law, TTI agrees and
      shall cause its Affiliates to agree (and shall use reasonable commercial
      efforts to get its Sublicensee(s) to agree) that such persons 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 or contractual 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. For greater certainty, any information which the
      Institutions provide to TTI with respect to the Licensed Technology or in
      connection with the Research Programs may be used by TTI and its
      Affiliates and Sublicensees in furtherance of the commercialization of
      products and services.



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.

	 	 	 	 
		
      Upon expiration of the Term, TTI shall be granted a fully
      paid up, irrevocable license to the rights licensed in the Licensed
      Technology.

	 	 	 	 
	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 breaches any material 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 curable breaches of Article 11) and fails to, refuses to, or
      cannot remedy the breach within thirty (30) days after being given written
      notice thereof by Institutions;

	 	 	 	 
		(d) 	
      at the discretion of Institutions, immediately upon
      notice to TTI (and/or Affiliates/Sublicensee, as appropriate) for a
      failure to have or maintain adequate insurance per Article 11 where such
      failure is not curable; or

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



Notwithstanding anything contained
herein, if the Institutions allege that TTI has breached a provision of this
Agreement which entitles the Institutions to terminate this Agreement, and if TTI disputes that entitlement,
      then the cure period(s) contemplated herein shall commence on the date
      when an arbitrator has determined, in a final and non-appealable decision,
      that TTI has so breached this Agreement.





	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. Subject to the
      provisions of Section 9.5(c), 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, Affiliate or any
      Sublicensee. 

	 	
       

	9.5 	
      Post-Termination. In the event of the earlier
      termination of this Agreement (and notwithstanding any other provision of
      this Agreement): 




	 	(a) 	
      TTI (and Affiliate(s)) 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 (and Affiliate(s)) 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) 	
      With the exception of termination for insolvency pursuant
      to Section 9.2, 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, its Affiliate(s) and their respective Sublicensees
      may continue to sell any existing stock of any Products at fair market
      value and TTI/Affiliate(s) shall pay Institutions all royalties owed
      pursuant to Article 3; and

	 	 	 
	 	(f) 	
      TTI and its Affiliates shall be entitled to continue to
      be entitled to the rights granted hereunder to the extent necessary to
      perform any obligations then existing (including, without limitation, the
      performance of any Services then committed to).



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 	
      “Affiliate/Sublicensee
      Insurance”. TTI shall ensure that, in the event of the sale
      of Products/Services by TTI’s Affiliate(s), such Affiliate(s) shall, at
      their 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. TTI shall ensure that in no
      event shall the Affiliate(s) use the Licensed Technology in humans under
      this Agreement prior to the delivery to Institutions of the Certificate of
      Insurance. TTI shall ensure that Affiliate(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. In the case of a Sublicensee,
      TTI shall ensure that the sublicense agreement contains contractual
      covenants by the Sublicensee whereby the Sublicensee is subject to similar
      obligations as those imposed above upon an Affiliate. Where the
      Sublicensee has a market capitalization or enterprise value of greater
      than $1 billion and has a policy of self-insuring, then Sublicensee may
      self-insure.








	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
      Affiliate or Sublicensee, as appropriate) is unable to obtain the
      insurance coverage required by this Article 11, or if any portion of the
      TTI Insurance or Affiliate/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/Affiliate/Sublicensee in accordance with
      Section 9.2(c) and 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), Vice-President,
      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:




	 	to UHN: 	  
	 	  	  
	 	Attention: 	John Reid, PhD, MBA 
	 	  	Director, Technology Development &
      Commercialization 
	 	  	University Health Network 
	 	  	101 College Street – Suite 150 
	 	  	Heritage Building – MaRS Centre 
	 	  	Toronto, Ontario, Canada M5G 1L7 
	 	  	  
	 	  	Telephone No.: (416) 581-7408 
	 	  	Facsimile No.: (416) 977-4765 
	 	  	  
	 	to HSC: 	  
	 	  	  
	 	Attention: 	Director, Industry Partnerships &
      Commercialization 
	 	  	The Hospital for Sick Children 
	 	  	555 University Avenue 
	 	  	Toronto, Ontario, Canada M5G 1X8 
	 	  	  
	 	  	Telephone No.: (416) 813-8858 
	 	  	Facsimile No.: (416) 813-5968 
	 	  	  
	 	to TTI: 	  
	 	  	  
	 	Attention: 	Dr. Niclas Stiernholm 
	 	  	Chief Executive Officer 
	 	  	  
	 	  	Trillium Therapeutics Inc. 
	 	  	2488 Dunwin Drive, Toronto, Ontario, L5L 1J9
  







	 	Canada 
	 	 
	 	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, TTI may
      assign its rights and obligations hereunder to the surviving or acquiring
      entity if: (i) TTI 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) TTI provides written notice of the assignment to
      Institutions, together with documentation satisfactory to Institutions,
      acting reasonably, 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).








	 	(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 Original 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. Except as contemplated herein,
      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. Notwithstanding the foregoing, TTI may
      use the names or trade-names of the Institutions in press releases or
      public filings made pursuant to disclosure obligations under applicable
      securities and regulatory requirements. 

	
       
	
       

	
      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.









	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 (in support
      of post termination sales of Products and Services as authorized pursuant
      to this Agreement), 12, 13, 14 in their entirety and Sections 2.4, 4.3,
      4.4, 5.1(b) through (e), 6.1, 6.2, 6.6 (with regards to any payment
      obligations) 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. 


	UNIVERSITY HEALTH NETWORK 	HOSPITAL FOR SICK CHILDREN 
	 
    	  
	 
    	  
	Per: /s/ Dr. Bradly G. Wouters 	Per: /s/ Dr. Michael Apkon 
	Name: Dr. Bradly G. Wouters 	Name: Dr. Michael Apkon 
	Title: Executive Vice President Science 	Title: President and Chief Executive 
	and Research 	Officer 
	 
    	  
	 
    	  
	TRILLIUM THERAPEUTICS INC. 	  
	 
    	  
	  	Per: /s/ Laurie Harrison 
	Per: /s/ Dr. Niclas Stiernholm 	Name: Laurie Harrison 
	Name: Dr. Niclas Stiernholm 	Title: Vice President, Finance and Chief 
	Title: Chief Executive Officer 	Financial Officer 







SCHEDULE A 
Licensed Technology


	1. 	
      Licensed Patents

	 	 	 
	 	A.	
       Filed Patent Applications:



(i) 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: 

	Application Number 	Country 	Type 	Status 	Patent Number 
	US61/178,553 	United States 	Provisional 	Expired 	  
	US61/178,559 	United States 	Provisional 	Expired 	  
	PCT/CA2010/000743 	PCT 	PCT 	Expired 	  
	US13/320,629 	United States 	Utility 	Patent - pending 	  
	CA2,761,438 	Canada 	Utility 	Patent - pending 	  
	CA 
	Canada 
	Utility - 
Divisional 	Patent - pending 
	

	CN201080021398.7 	China 	Utility 	Patent - pending 	  
	IN9580/DELNP/2011 	India 	Utility 	Patent - pending 	  
	EP10774475.7 	Europe 	Utility 	Expired 	EP2429574 
	EP10774475.7 	Austria 	Utility 	Patent - revoked 	EP2429574(AT) 
	EP10774475.7 	Turkey 	Utility 	Patent - revoked 	EP2429574(TR) 
	EP10774475.7 	Slovenia 	Utility 	Patent - revoked 	EP2429574(SI) 
	EP10774475.7 	Sweden 	Utility 	Patent - revoked 	EP2429574(SE) 
	EP10774475.7 	Romania 	Utility 	Patent - revoked 	EP2429574(RO) 
	EP10774475.7 	Portugal 	Utility 	Patent - revoked 	EP2429574(PT) 
	EP10774475.7 	Poland 	Utility 	Patent - revoked 	EP2429574(PL) 
	EP10774475.7 	Norway 	Utility 	Patent - revoked 	EP2429574(NO) 
	EP10774475.7 	Netherlands 	Utility 	Patent - revoked 	EP2429574(NL) 
	EP10774475.7 	Monaco 	Utility 	Patent - revoked 	EP2429574(MC) 
	EP10774475.7 	Latvia 	Utility 	Patent - revoked 	EP2429574(LV) 
	EP10774475.7 	Luxembourg 	Utility 	Patent - revoked 	EP2429574(LU) 
	EP10774475.7 	Lithuania 	Utility 	Patent - revoked 	EP2429574(LT) 
	EP10774475.7 	Italy 	Utility 	Patent - revoked 	EP2429574(IT) 
	EP10774475.7 	Ireland 	Utility 	Patent - revoked 	EP2429574(IE) 
	EP10774475.7 	Bulgaria 	Utility 	Patent - revoked 	EP2429574(BG) 
	EP10774475.7 	Switzerland 	Utility 	Patent - revoked 	EP2429574(CH) 
	EP10774475.7 	Czech Republic 	Utility 	Patent - revoked 	EP2429574(CZ) 
	EP10774475.7 	Germany 	Utility 	Patent - revoked 	EP2429574(DE) 
	EP10774475.7 	Denmark 	Utility 	Patent - revoked 	EP2429574(DK) 
	EP10774475.7 	Spain 	Utility 	Patent - revoked 	EP2429574(ES) 
	EP10774475.7 	Finland 	Utility 	Patent - revoked 	EP2429574(FI) 
	EP10774475.7 	France 	Utility 	Patent - revoked 	EP2429574(FR) 
	EP10774475.7 	Greece 	Utility 	Patent - revoked 	EP2429574(GR)








	EP10774475.7 	Hungary 	Utility 	Patent - revoked 	EP2429574(HU) 
	EP10774475.7 	Belgium 	Utility 	Patent - revoked 	EP2429574(BE) 
	EP10774475.7 	United Kingdom 	Utility 	Patent - revoked 	EP2429574(UK) 
	EP10774475.7 	Slovak Republic 	Utility 	Patent - revoked 	EP2429574(SK) 
	EP10774475.7 	Croatia 	Utility 	Patent - revoked 	EP2429574(HR) 
	EP15160169.7 
	Europe 
	Utility - 
Divisional 	Patent - pending 
	

	AU2010246872 	Australia 	Utility 	Patent - issued 	AU2010246872 
	AU2015201757 
	Australia 
	Utility - 
Continuation 	Abandoned 
	

	AU2017200201 
	Australia 
	Utility - 
Continuation 	Patent - pending 
	

	JP2012-510083 	Japan 	Utility 	Patent - issued 	JP6091891 
	JP2015-160462 
	Japan 
	Utility - 
Divisional 	Patent - pending 
	

	CN201080021398.7 	China 	Utility 	Patent - pending 	  
	CN2017104760534 
	China 
	Utility – 
Divisional 	Patent - pending 
	

	9580/DELNP/2011 	India 	India - Utility 	Patent - pending 	  



	 	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.

29 





	3. 	
      Joint Research Program IP:



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

30