Trillium Therapeutics Inc. - Exhibit 4.3 - Filed by newsfilecorp.com






Exhibit 4.3

CONFIDENTIAL 

Confidential treatment has been requested for portions of
this exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [***]. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission. 

GPEx®-DERIVED CELL LINE SALE AGREEMENT 

            This
GPEx®-Derived Cell Line Sale Agreement (this “Agreement”) is made as of
this 11th day of August, 2014 (“Effective Date”), by and
between Trillium Therapeutics Inc., an Ontario corporation, with a place of
business at 96 Skyway Avenue, Toronto, Ontario M9W, 4Y9, Canada
(“Client”), and Catalent Pharma Solutions, LLC, a Delaware limited
liability company, with a place of business at 14 Schoolhouse Road, Somerset,
New Jersey 08873, USA (“Catalent”).

RECITALS 

             
A.        Catalent and its Affiliates hold
certain proprietary cell line engineering and gene expression technology for the
expression of proteins (“GPEx Technology”), which proteins can be used in
drug products; 

             
B.        Catalent has, pursuant to the Phase
A Project Plan and Quotation (the “Project Documents”), developed for
Client through the application of the GPEx Technology a cell line (including any
cell lines derived in whole or part therefrom, the “GPEx Cell
Line”) expressing the Expression Product(s) (as defined below); and 

             
C.        Client wishes to purchase and
Catalent is willing to sell the GPEx Cell Line on the terms and conditions set
forth below. 

            THEREFORE,
in consideration of the mutual covenants, terms and conditions set forth below,
the parties agree as follows: 

ARTICLE 1 
DEFINITIONS 


The following terms have the following meanings in this
Agreement: 

1.1        “Active”
means any pharmaceutically active agent, whether chemical or biologic in
nature.

1.2       
“Affiliate(s)” means, with respect to Client or any third party, any
corporation, firm, partnership or other entity that controls, is controlled by
or is under common control with such entity; and with respect to Catalent,
Catalent Pharma Solutions, Inc. and any corporation, firm, partnership or other
entity controlled by it. For purposes of this definition, “control” means
the ownership of at least 50% of the voting share capital of an entity or any
other comparable equity or ownership interest. 




CONFIDENTIAL 

1.3       
“Agreement” has the meaning set forth in the introductory paragraph, and
includes all its Attachments and other appendices (all of which are incorporated
herein by reference) and any amendments to any of the foregoing made as provided
herein or therein. 

1.4        “Cabilly
Patent” means U.S. Patent No. 6,331,415 (Methods for Producing
Immunoglobulins, Vectors and Transformed Host Cells For Use Therein), issued to
Genentech, Inc., any divisionals, reissues, continuations and
continuations-in-part thereof, and any foreign equivalents of the foregoing.

1.5        “Catalent”
has the meaning set forth in the introductory paragraph, or any successor or
permitted assign. Catalent shall have the right to cause any of its Affiliates
to perform any of its obligations hereunder, and Client shall accept such
performance as if it were performance by Catalent. 

1.6        “Catalent
Indemnitees” has the meaning set forth in Section 6.2. 

1.7        “Client”
has the meaning set forth in the introductory paragraph, or any successor or
permitted assign. 

1.8        “Client
Indemnitees” has the meaning set forth in Section 6.1.

1.9        “Combination
Product” means any product containing (A) an Active that constitutes at
least one Product and (B) one or more other Actives that do not by themselves
constitute a Product; whether the Actives described in the foregoing clauses (A)
and (B) are combined into a single dose form, comprise more than one dose form
packaged and sold together or comprise more than one dose form packaged
separately but sold together. 

1.10      “Effective Date” has
the meaning set forth in the introductory paragraph. 

1.11      “Expression
Product(s)” means any peptide, polypeptide or protein encoded by any of the
genes or cDNA constructs identified on Attachment A and expressed by the
GPEx Cell Line, including the Expression Products separately identified on
Attachment A. 

1.12      “GAAP” means United
States generally accepted accounting principles and practices in effect from
time to time. 

1.13      “GPEx Cell
Line” has the meaning set forth in Recital B. 

1.14      “GPEx Technology” has
the meaning set forth in Recital A. 

1.15      “Launch” means the
first commercial sale of a Product by Client, its Affiliates, sublicensees or
agents anywhere in the world after receipt of Regulatory Approval and, if
required, Pricing Approval. 

1.16      “Net Sales” means,
for the measured period, the gross invoiced amounts for Products sold or
commercially disposed of for value by Client or its permitted sublicensees
(including Client’s Affiliates), less the following: 




CONFIDENTIAL 

              A.       
customary trade allowances, discounts (including cash and volume discounts) and
rebates actually taken or allowed and attributable specifically to Products;


             
B.        credits or allowances of Product
price given or made for rejection, recall or return of previously sold Products
actually taken or allowed; 

             
C.        chargeback payments and rebates (or
the equivalent thereof) granted to managed health care organizations or to
federal, state/provincial, local or other governments, including their agencies,
purchasers or reimbursers; 

             
D.        sales taxes, value-added taxes,
excise or use taxes, tariffs, duties and customs fees and other taxes, duties or
other governmental charges imposed with respect to sales of Products to the
extent borne by the seller thereof and actually paid; and 

             
E.        freight, insurance and other
transportation expenses for shipments of Products to the extent borne by the
seller thereof and actually paid. 

In addition, Net Sales shall include the gross proceeds that
Client or any of its Affiliates is entitled to receive from any permitted
sublicensee in respect of a sale or further transfer of the GPEx Cell Line
pursuant to Section 2.6(A), whether in the form of up-front fees, milestone
fees, royalties or otherwise.

Sales of Products between Client and its permitted sublicensees
(including Client’s Affiliates) shall be disregarded for the purposes of
calculating Net Sales, and in such case Net Sales shall include only subsequent
sales by the relevant sublicensee to a third party. Subject to the foregoing
sentence, if any Products are sold or disposed of by Client or its permitted
sublicensees other than in a bona fide arm’s length sale exclusively for money,
then Net Sales for such Products shall be deemed to be the price at which Client
could have sold such Products in a separate arm’s length transaction to a
willing purchaser at the relevant time in the relevant country.

The amount of any reduction or reversal of any accrual or
reserve related to any deduction from the amount invoiced for Products shall be
included in Net Sales in the calendar quarter in which such reduction or
reversal occurs. All calculations shall be made in accordance with GAAP.

In the case of a Combination Product for which each Active
constituting a Product and each of the Actives not constituting Products have
established market prices when sold separately, Net Sales shall be determined by
multiplying the Net Sales for each such Combination Product by a fraction, the
numerator of which shall be the established market price for the Products
contained in the Combination Product and the denominator of which shall be the
sum of the established market prices for the Products plus the other Actives
contained in the Combination Product. When such separate market prices are not
established, then the parties shall negotiate in good faith to determine a fair
and equitable method of calculating Net Sales for the Combination Product in
question. Notwithstanding the foregoing, in no event shall the Net Sales value
of a Combination Product be less than the Net Sales value of the Product
contained in the Combination Product. 




CONFIDENTIAL 

1.17      “Pricing Approval”
means subsequent to Regulatory Approval, pricing and any relevant reimbursement
approval to allow marketing and sales of Product in the given country for which
such Regulatory Approval relates. 

1.18      “Product” means any
product (including an Expression Product), reagent or Combination Product, or
part thereof, whose development, manufacture, use or sale utilizes or is derived
from the GPEx Cell Line. 

1.19      “Project Documents”
has the meaning set forth in Recital B. 

1.20 “Purpose” has the meaning
set forth in Section 2.1. 

1.21      “Regulatory Approval”
means any approvals, product and/or establishment licenses, registrations or
authorizations, including approvals pursuant to U.S. Investigational New Drug
(“IND”) applications, New Drug Applications and Abbreviated New Drug
Applications, as applicable (or equivalent non-U.S. filings, such as European
marketing authorization applications) of any Regulatory Authorities that are
necessary for the development, manufacture, use, storage, exportation,
importation, transport, promotion, marketing, distribution or sale of Products
anywhere in the world, excluding Pricing Approvals. 

1.22      “Regulatory
Authorities” means the international, federal (including the FDA), state or
local governmental or regulatory bodies, agencies, departments, bureaus, courts
or other entities in any jurisdiction in the world responsible for (A) the
regulation (including pricing) of pharmaceutical or medicinal products intended
for human use or (B) health, safety or environmental matters generally. 

1.23      “Representatives”
means, with respect to an entity, such entity’s duly-authorized officers,
directors, employees, agents, accountants, attorneys or other professional
advisors.

1.24 “Term” has the meaning set forth in Section 9.1. 

ARTICLE 2 
SALE AND USE OF CELL LINE 


2.1        Contingent
Sale. Catalent hereby sells and transfers to Client the GPEx Cell Line;
provided, that Client shall use the GPEx Cell Line solely for developing,
testing, seeking Regulatory Approvals, including pursuant to an IND (or
equivalent non-U.S. filings), for marketing, and otherwise commercially
exploiting Product(s) (the “Purpose”). Such sale is and shall remain
contingent upon the continued observance by Client of the terms of this
Agreement.  

2.2 No License. The sale of the GPEx Cell Line to Client shall
not be construed as a license or as permission to (A) independently make or
utilize the GPEx Technology or (B) modify or derive portions of the GPEx Cell
Line for the development of products other than the Products. However, Client
shall have the right to use the GPEx components detection assay as reasonably
necessary in connection with its use of the GPEx Cell Line in accordance with
this Agreement.  

2.3 Tender of GPEx Cell Line. Upon payment of the fee
described in Section 3.1(A)(i) by Client to Catalent, Catalent shall make the
GPEx Cell Line available to Client EXW (Incoterms 2010) the Catalent site, as follows: within 5 business days
following such payment, Catalent shall tender 195 vials of the GPEx Cell Line
(representing approximately one-half of the agreed quantity) to Client’s
designated common carrier; and within 10 business days following such payment,
Catalent shall tender the balance. Title to and risk in the GPEx Cell Line shall
pass to Client when released by Catalent at the Catalent site to Client’s
designated common carrier. Catalent shall retain a limited amount of the GPEx
Cell Line for 30 days following tender of delivery of the second shipment solely
as safety stock; and thereafter shall be entitled to destroy such safety
stock.




CONFIDENTIAL 

2.4        Client
Handling. Client shall comply with all applicable laws and regulations, as
well as all published governmental guidelines, pertaining to the use, storage,
transportation, disposition, containment and other handling of the GPEx Cell
Line and all Products. In particular, Client acknowledges that the manufacture,
transfer, sale, export and/or use of the GPEx Cell Line or any Product may
require a governmental license, permit or authorization. Client shall be solely
responsible for obtaining, and for paying any third party fees associated with,
all licenses, permits or authorizations required from the United States and any
other government for any manufacture, transfer, sale, export and/or use of the
GPEx Cell Line and any Product, including Regulatory Approvals. To the extent
not inconsistent with this Agreement, Catalent agrees to provide Client with
such assistance as Client may reasonably request in obtaining such licenses,
permits or authorizations, subject to Attachment B.

2.5        Regulatory
Authority Submissions. Client and Catalent agree to reasonably cooperate in
preparing and making any required submissions to any Regulatory Authority in
respect of the GPEx Cell Line or Products (including Regulatory Approvals),
subject to Attachment B. Catalent expressly agrees that Client shall have the
right to reference any drug master files maintained by Catalent in the ordinary
course of business relating to any Product or GPEx Technology covered by this
Agreement insofar as such information is reasonably identified by Client as
being necessary or desirable in connection with obtaining any Regulatory
Approval. 

2.6 Further Sale or Transfer of GPEx Cell Line. Subject in all
cases to the Purpose: 

             
A.        To a Purchaser. Client shall
have the right to sell or transfer its rights to the GPEx Cell Line to any third
party, including its Affiliates; provided, that (i) Client provides
written notice of such proposed sale or transfer to Catalent at least 30 days in
advance, (ii) such third party agrees in a writing reasonably acceptable to
Catalent to assume Client’s obligations under this Agreement, including
obligations to make all deferred payments pursuant to Section 3.1, (iii) such
writing provides Catalent with a direct right of enforcement against such third
party, and (iv) Client has paid in full all outstanding balances due to
Catalent. Notwithstanding any such further sale or transfer, Client shall remain
liable for any non-payment of all such deferred payments except to the extent
the obligation to make any such deferred payments have been expressly assumed by
such third party; provided, that in the event of a payment default by such third
party, (1) Client shall enforce its rights, and cooperate with Catalent in
Catalent’s enforcement of rights, against such third party and (2) if Catalent
is not made whole by such third party, Client shall be liable to Catalent for
any deficiency up to a maximum amount of monies received (or to be received, in
the case of an ongoing payment obligation such as a royalty) by Client from such
third party in consideration for the sale or transfer of rights to the GPEx Cell
Line.




CONFIDENTIAL 

              B.       
To a Contract Manufacturer. Client shall have the right to transfer the
GPEx Cell Line to a third party contract manufacturer; provided, that
such party agrees in advance in a writing not less restrictive than this
Agreement and reasonably acceptable to Catalent not to transfer or make
available the GPEx Cell Line or any Product to any party other than Client or
Client’s designated recipients. 

ARTICLE 3 
PAYMENT 


3.1        Fees. In
consideration for the GPEx Cell Line: 

             
A.        Milestone Fees. Client shall
pay to Catalent the following milestone fees:

            (i)         
[***] payable upon the transfer of the GPEx Cell Line from Catalent’s control or
release without any cGMP manufacturing to occur at Catalent; provided that in
the event Catalent will be manufacturing at least one cGMP batch the [***]
milestone will be payable upon transfer of the GPEx Cell Line following such
manufacture;

           
(ii)         [***] upon transfer of the
GPEx components detection assay from Catalent to Client;

            (iii)       
[***] payable after the initiation of the first Phase III clinical trial (or
equivalent) of a Product or the sale of the Product by Client; and 

            (iv)       
 [***] payable upon the submission of a Biological License Application
(“BLA”) or equivalent or the sale of the Product;

            (v)         
Following approval of the BLA or equivalent, Client shall make milestone
payments to Catalent based on Net Sales of Product on a worldwide basis
according to the following chart: 


	Total Cumulative Net Sales (Minimum) 	Total Cumulative Net Sales (Maximum) 	One-Time Milestone Payment (except as set forth
      below) 
	$0 	$24,999,999 	[***] 
	$25,000,000 	$99,999,999 	[***] 
	$100,000,000 	$299,999,999 	[***] 
	$300,000,000 	$499,999,999 	[***] 
	$500,000,000 	$699,999,999 	[***] 
	$700,000,000 	$999,999,999 	[***] 
	$1,000,000,000 	$1,000,000,000 	[***] 
	>$1,000,000,000 	>$1,000,000,000 	[***] 







CONFIDENTIAL 

For clarity, each of the one-time milestone payments in the
above chart is due to Catalent upon cumulative Net Sales of Product achieving
the minimum number of the milestone range. For example, once cumulative Net
Sales of Product reach $100,000,000 Client will pay Catalent [***]. Once
cumulative Net Sales of Product reach $300,000,000 Client will pay Catalent
[***]. For further clarity, once cumulative Net Sales of Product exceed
$1,000,000,000 Client will pay Catalent [***] for the period between the
achievement of the $1,000,000,000 milestone and [***] achieving the cumulative
$1,000,000,000 in sales. Client may elect to pay [***] as an alternative to the
payment terms set forth in subsection (v) above. 

Client shall notify Catalent of the achievement of each such
milestone within 5 business days following the completion of reasonable
requisite accounting work documenting such achievement. Such fees shall be paid
within 30 days following invoice, which invoice shall be submitted to Client by
Catalent not later than promptly following receipt of Client’s notification, and
shall be non-refundable and non-creditable. 

         
    B. Annual Maintenance Fee. Upon the transfer of
the GPEx Cell Line from Catalent’s control or release without any cGMP
manufacturing to occur at Catalent, Client shall pay Catalent an annual fee for
Product maintenance the amount of [***] per year until Regulatory Authority
approval of the first Product BLA or equivalent. Such fees shall be paid within
30 days following invoice, which invoice shall be submitted to Client by
Catalent upon the Effective Date and upon each anniversary of the Effective Date
during the Term. An annual report shall be submitted with the annual fee which
report shall detail the location, control and ownership of the GPEx Cell
Line.

3.2        Payment
Terms. Client shall make payments as directed in the applicable invoice, if
any, or otherwise as Catalent may direct from time to time. Payments shall be
made in United States dollars. If any conversion of foreign currency to United
States dollars is required in connection with payments pursuant to Section 3.1,
such conversion shall be made at the exchange rate reported in The Wall
Street Journal on the last business day of the quarterly reporting period to
which any such payment relates. In the event payment is not received by Catalent
on or before the due date, then Catalent may, in addition to any other remedies
available at equity or in law, at its option, elect to do any one or more of the
following: (A) charge interest on the outstanding sum from the due date (both
before and after any judgment) at 2% per month until paid in full (or, if less,
the maximum amount permitted by applicable laws); and/or (B) terminate this
Agreement pursuant to Section 9.3.

3.3        Taxes. All
taxes, duties and other amounts assessed (excluding tax based on net income and
franchise taxes) in connection with the sale of the GPEx Cell Line to Client
hereunder are the responsibility of Client, and Client shall reimburse Catalent
for all such taxes, duties or other expenses paid by Catalent or such sums will
be added to invoices directed at Client, where applicable. If any deduction or
withholding in respect of tax or otherwise is required by law to be made from
any of the sums payable as mentioned in Section 3.1, Client shall pay to
Catalent such greater sum as will leave Catalent, after deduction or withholding
as is required to be made, with the same amount as it would have been entitled
to receive in the absence of any such requirement to make a deduction or
withholding. Catalent will cooperate with Client, at Client’s request, to make
any necessary governmental filings seeking refund of or credit for any such
deduction or withholding; and will hold in trust for Client, and promptly credit
Client’s account with, any such refund received or the amount of any credit
obtained with respect to the deduction or withholding.




CONFIDENTIAL 

3.4        Records; Audit
Rights. Client will keep complete and accurate books and records relating to
its calculation of Net Sales (including all relevant deductions) and its
achievement of the milestone events referred to in Section 3.1(A) for at least 3
years after the expiration of the year to which they relate. Upon the written
request and not more than once per calendar year, Catalent shall be entitled to
audit, or to have an independent accountant reasonably acceptable to Client
audit, such books and records. Client shall provide the auditors with access
during normal business hours to appropriate space at Client’s relevant location
and to such of the pertinent books and records of Client as may be reasonably
necessary to verify the matters in question; provided, that such auditors
shall be subject to the obligations of confidentiality at least as strict as
those set forth in this Agreement. Prior to disclosing the results of any such
audit to Catalent, the auditors shall present Client with a preliminary report
of findings and provide Client with an opportunity to respond to any questions
raised or issues identified. If an audit discloses an underpayment by Client of
any amounts paid pursuant to any provision of this Agreement, such amounts shall
be paid to Catalent within 30 days after the date Client receives the auditors’
final written report. Any fees and expenses of the audit shall be paid by
Catalent unless the audit discloses an understatement by Client of (i) any
amounts payable pursuant to Sections 3.1(A) or 3.1(B) of this Agreement and/or
(ii) more than 2% of any other amounts payable pursuant to any other section of
this Agreement during such audit period, which in either case Client shall bear
the responsibility for any such reasonable fees and expenses. 

ARTICLE 4 
CONFIDENTIALITY AND NON-USE 


4.1       
Definition. As used in this Agreement, the term “Confidential
Information” includes all information furnished by or on behalf of Catalent
or Client (the “Discloser”), its Affiliates or any of its or their
respective Representatives, to the other party (the “Recipient”), its
Affiliates or any of its or their respective Representatives, whether furnished
before, on or after the Effective Date and furnished in any form, including
written, verbal, visual, electronic or in any other media or manner and
information acquired by observation or otherwise during any site visit at the
other party’s facility. Confidential Information includes all proprietary
technologies, know-how, trade secrets, discoveries, inventions and any other
intellectual property (whether or not patented), analyses, compilations,
business or technical information and other materials prepared by either party,
their respective Affiliates, or any of its or their respective Representatives,
containing or based in whole or in part on any information furnished by the
Discloser, its Affiliates or any of its or their respective Representatives.
Confidential Information also includes the existence of this Agreement and its
terms. 

4.2       
Exclusions. Notwithstanding Section 4.1, Confidential Information does
not include information that (A) is or becomes generally available to the public
or within the industry to which such information relates other than as a result
of a breach of this Agreement, (B) is already known by the Recipient at the time
of disclosure as evidenced by the Recipient’s written records, (C) becomes
available to the Recipient on a non-confidential basis from a source that is
entitled to disclose it on a non-confidential basis or (D) was or is
independently developed by or for the Recipient without reference to the Confidential Information of
the Discloser as evidenced by the Recipient’s written records. 




CONFIDENTIAL 

4.3        Mutual
Obligation. The Recipient agrees that it will not use the Discloser’s
Confidential Information except in connection with the performance of its
obligations hereunder and will not disclose, without the prior written consent
of the Discloser, Confidential Information of the Discloser to any third party,
except that the Recipient may disclose the Discloser’s Confidential Information
to any of its Affiliates and its or their respective Representatives that (A)
need to know such Confidential Information for the purpose of performing under
this Agreement, (B) are advised of the contents of this Article and (C) are
bound to the Recipient by obligations of confidentiality at least as restrictive
as the terms of this Article. Each party shall be responsible for any breach of
this Article by its Affiliates or any of its or their respective
Representatives. 

4.4        Permitted
Disclosure. The Recipient may disclose the Discloser’s Confidential
Information to the extent required by law or regulation; provided, that
prior to making any such legally required disclosure, the Recipient shall give
the Discloser as much prior notice of the requirement for and contents of such
disclosure as is practicable under the circumstances. Any such disclosure,
however, shall not relieve the Recipient of its obligations contained herein.


4.5        No Implied
License. Except as expressly set forth in Sections 2.2 and 4.3, the
Recipient will obtain no right of any kind or license under any Confidential
Information of the Discloser, including any patent application or patent or
other intellectual property (including, where Client is the Recipient, the GPEx
Technology), by reason of this Agreement. All Confidential Information will
remain the sole property of the Discloser; provided, that Client agrees
to allow Catalent to use data obtained from development of the GPEx Cell Line or
any Product, so long as such data would not identify Client to a person
knowledgeable in the industry, for marketing and demonstration of the GPEx
Technology to third parties. 

4.6        Return of
Confidential Information. Upon expiration or termination of this Agreement,
the Recipient will (and will cause its Affiliates and its and their respective
Representatives to) cease its use and, upon written request, within 30 days
either return or destroy (and certify as to such destruction) all Confidential
Information of the Discloser, including any copies thereof, except for a single
copy which may be retained for the sole purpose of ensuring compliance with its
obligations under this Agreement. 

4.7        Survival.
The obligations of this Article will terminate 5 years from the expiration or
termination of this Agreement, except with respect to trade secrets, for which
the obligations of this Article will continue for so long as such information
remains a trade secret under applicable law. 

ARTICLE 5 
REPRESENTATIONS AND WARRANTIES



5.1        Catalent.
Catalent represents, warrants and undertakes to Client that: 

        
     A.        it
has all necessary ownership or rights to use the GPEx Technology for the
purposes of fulfilling its obligations under this Agreement; 




CONFIDENTIAL 

             
B.        it has the lawful right to sell the
GPEx Cell Line to Client hereunder; and 

             
C.        any material, process or technology
that is provided or utilized by Catalent in connection with the GPEx Cell Line
will not infringe, misappropriate or violate any patent, trademark, trade
secret, copyright or other intellectual property or other proprietary rights of
any third party, excluding any violation, misappropriation or infringement that
would not have occurred but for the performance of Services hereunder (i.e.,
that would not apply to the performance of services for other clients). 

5.2        Client.
Client represents, warrants and undertakes to Catalent that: 

             
A.        its Product and any material,
process or technology that is otherwise provided or utilized by Client in
connection with any Product (including, to its knowledge, in combination with
the GPEx Technology; but excluding the GPEx Technology standing alone, to the
extent of Catalent’s representations and warranties in Section 5 above) or the
manufacture, use or sale of any Products for the purposes anticipated by this
Agreement, will not infringe, misappropriate or violate any patent, trademark,
trade secret, copyright or other intellectual property or other proprietary
rights of any third party; 

             
B.        Client shall use the GPEx Cell Line
solely for the Purpose and otherwise as set forth herein, and in compliance with
all laws; specifically, Client shall not permit the human consumption of any
Products, except to the extent such consumption occurs in the course of clinical
studies that expressly permit such use and that have been approved by
appropriate Regulatory Authorities or following receipt of all necessary
Regulatory Approvals for commercial use and sale; and 

             
C.        Client intends to file an IND (or
equivalent non-U.S. filings) in respect of the Product. 

5.3        Mutual
Representation. Furthermore, Catalent and Client both represent, warrant and
undertake that no transactions or dealings under this Agreement shall be
conducted with or for an individual or entity that is designated as the target
of any sanctions, restrictions or embargoes administered by the United Nations,
European Union, United Kingdom, or the United States. 

5.4       
Limitations. THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE
ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY EACH PARTY TO
THE OTHER PARTY, AND NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS, WARRANTIES
OR GUARANTEES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. 

ARTICLE 6 
INDEMNIFICATION 


6.1       
Indemnification by Catalent. Catalent shall indemnify and hold harmless
Client, its Affiliates, and their respective directors, officers and employees
(“Client Indemnitees”) from and against any and all suits, claims,
losses, demands, liabilities, damages, costs and expenses (including reasonable
attorneys’ fees and reasonable investigative costs) in connection with any suit, demand or action by any third party (“Losses”)
arising out of or resulting from (A) any breach of its representations,
warranties or obligations set forth in this Agreement or (B) any negligence or
willful misconduct by Catalent; in each case except to the extent that any of
the foregoing arises out of or results from any Client Indemnitee’s negligence,
willful misconduct or breach of this Agreement or is otherwise subject to
indemnity by Client under Section 6.2 below (without reference to the text
following the last semicolon in the first sentence). 




CONFIDENTIAL 

6.2       
Indemnification by Client. Client shall indemnify and hold harmless
Catalent, its Affiliates, and their respective directors, officers and employees
(“Catalent Indemnitees”) from and against any and all Losses arising out
of or resulting from (A) any breach of its representations, warranties or
obligations set forth in this Agreement, (B) any manufacture, packaging, sale,
promotion, distribution, use of or exposure to the GPEx Cell Line or Product,
including product liability or strict liability, (C) the conduct of any clinical
trials utilizing the Product, (D) any actual or alleged infringement or
violation of any third party patent, trade secret, copyright, trademark or other
proprietary rights by intellectual property or information provided by Client or
(E) any negligence or willful misconduct by Client; except to the extent that
any of the foregoing arises out of or results from any Catalent Indemnitee’s
negligence, willful misconduct or breach of this Agreement or otherwise subject
to indemnity by Catalent under Section 6.1 above (without reference to the text
following the last semicolon therein). In addition, Client shall indemnify and
hold harmless the Catalent Indemnitees from and against any and all Losses
arising out of or resulting from any federal regulatory filings by or on behalf
of Client or any of its Affiliates, including Losses incurred by Catalent
arising from filings under 21 U.S.C. 355 and/or Section 505 of the Food and Drug
Act (or non-U.S. equivalents) and related claims or proceedings (including
Losses associated with Catalent’s obligation to respond to third party
subpoenas). 

6.3        Cabilly.
Notwithstanding Sections 6.1, 6.2 or any other provision of this Agreement,
neither party shall have any obligation to indemnify the other in respect of any
claim under or relating to the Cabilly Patent. 

6.4       
Indemnification Procedures. All indemnification obligations in this
Agreement are conditioned upon the party seeking indemnification (A) promptly
notifying the indemnifying party of any claim or liability of which the party
seeking indemnification becomes aware (including a copy of any related
complaint, summons, notice or other instrument); provided, that failure
to provide such notice within a reasonable period of time shall not relieve the
indemnifying party of any of its obligations hereunder except to the extent the
indemnifying party is prejudiced by such failure, (B) allowing the indemnifying
party, if the indemnifying party so requests, to conduct and control the defense
of any such claim or liability and any related settlement negotiations (at the
indemnifying party’s expense), (C) cooperating with the indemnifying party in
the defense of any such claim or liability and any related settlement
negotiations (at the indemnifying party’s expense) and (D) not compromising or
settling any claim or liability without prior written consent of the
indemnifying party. 




CONFIDENTIAL 

ARTICLE 7 
LIMITATIONS OF LIABILITY 


7.1        [***].

7.2        NEITHER PARTY
SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OR LOSS OF REVENUES, PROFITS OR DATA ARISING OUT OF
PERFORMANCE UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 

ARTICLE 8 
INSURANCE 


Client shall, at its own cost and expense, obtain and maintain
in full force and effect during the Term the following: (A) Commercial General
Liability Insurance with a per occurrence limit of not less than $1,000,000; (B)
Products and Completed Operations Liability Insurance (including coverage for
Products used in clinical trials) with a per occurrence limit of not less than
$10,000,000; (C) Workers Compensation and Employers Liability Insurance, with
statutory limits for Workers Compensation and Employers Liability limits of not
less than $1,000,000 per accident; and (D) All Risk Property Insurance,
including transit coverage, in an amount equal to full replacement value
covering Client’s property while in, or in transit to, a Catalent facility as
required under this Agreement. The parties hereby acknowledge and agree that
Client may self-insure all or any portion of the required insurance as long as,
together with its Affiliates, its US GAAP net worth is greater than $100 million
or its annual EBITDA (earnings before interest, taxes, depreciation and
amortization) is greater than $75 million. Client shall maintain levels of
insurance or self insurance sufficient to meet its obligations under this
Agreement. If any of the required policies of insurance are written on a claims
made basis, such policies shall be maintained throughout the Term and for a
period of at least 3 years thereafter. Client shall obtain a waiver of
subrogation clause from its property insurance carrier in favor of Catalent.
Client shall not seek reimbursement for any property claim or portion thereof
that is not fully recovered from Client’s Property Insurance policy. Client
shall obtain a waiver from any insurance carrier with whom Client carries
Workers’ Compensation insurance releasing its subrogation rights against
Catalent. Catalent and its Affiliates shall be named as additional insureds
under the Products and Completed Operations Liability insurance policies with
respect to the products and completed operations outlined in this Agreement.
Such waivers of subrogation and additional insured status obligations will
operate the same whether insurance is carried through third parties or
self-insured. Client shall furnish certificates of insurance evidencing the
required insurance policies and additional insured status to Catalent as soon as
practicable after the Effective Date and within 30 days after renewal of such
policies. Each insurance policy that is required under this Agreement shall be
obtained from an insurance carrier with an A.M. Best rating of at least A-VII.





CONFIDENTIAL 

ARTICLE 9 
TERM AND TERMINATION 


9.1        Term. This
Agreement shall commence on the Effective Date and continue until terminated in
accordance with this Article 9 (the “Term”). 

9.2        Voluntary
Termination by Client. Client may terminate this Agreement without cause at
any time during the Term on 90 days’ prior written notice to Catalent. 

9.3        Mutual
Termination Rights. Either party may terminate this Agreement immediately
without further action if (A) the other party files a petition in bankruptcy, or
enters into an agreement with its creditors, or applies for or consents to the
appointment of a receiver, administrative receiver, trustee or administrator, or
makes an assignment for the benefit of creditors, or suffers or permits the
entry of any order adjudicating it to be bankrupt or insolvent and such order is
not discharged within 30 days, or takes any equivalent or similar action in
consequence of debt in any jurisdiction or (B) the other party materially
breaches any of the provisions of this Agreement and such breach is not cured
within 30 days after the giving of written notice requiring the breach to be
remedied; provided, that in the case of a failure of Client to make
payments in accordance with the terms of this Agreement, Catalent may terminate
this Agreement if such payment breach is not cured within 10 days of receipt of
notice of non-payment from Catalent.

9.4        Effect of
Termination. Termination of this Agreement shall be without prejudice to any
rights or obligations that accrued to the benefit of either party prior to such
termination. In the event of a termination of this Agreement, (A) Client’s
ownership rights in the GPEx Cell Line shall automatically terminate and title
thereto shall revert to Catalent, (B) Client shall immediately destroy (and
certify such destruction to Catalent) all remaining stores of the GPEx Cell Line
in its possession or control and (C) Client shall have a period of no more than
6 months to sell any remaining inventories of Products, it being understood that
such sales shall remain subject to the terms of this Agreement, including, the
obligations set forth in Article 3. Upon Client’s request, Catalent shall
promptly destroy (and certify such destruction to Client) all remaining stores
of the GPEx Cell Line in its possession or control, except that Catalent may
retain a reasonable legacy quantity of the GPEx Cell Line solely for archival
uses.

9.5        Survival.
The rights and obligations of the parties shall continue under Articles 6
(Indemnification), 7 (Limitations of Liability), 10 (Notice), 11
(Miscellaneous); under Articles 4 (Confidentiality and Non-Use) and 8
(Insurance), in each case to the extent expressly stated therein; and under
Sections 2.2 (No License), 2.4 (Client Handling), 3.2 (Payment Terms), 3.3
(Taxes), 3.4 (Records; Audit Rights), 5.4 (Limitations), 9.4 (Effect of
Termination) and 9.5 (Survival), in each case in accordance with their
respective terms if applicable, notwithstanding termination of this
Agreement.




CONFIDENTIAL 

ARTICLE 10 
NOTICE 


All notices and other communications hereunder shall be in
writing and shall be deemed given: (A) when delivered personally or by hand; (B)
when delivered by facsimile transmission (receipt verified); (C) when received
or refused, if sent by registered or certified mail (return receipt requested),
postage prepaid; or (D) when delivered if sent by express courier service; in
each case to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice; provided, that notices
of a change of address shall be effective only upon receipt thereof):

	To Client: 	Trillium Therapeutics, Inc.

	  	96 Skyway Avenue, Toronto, ON,
  
	  	M9W, 4Y9, Canada 
	  	Attn: President & CEO 
	  	Facsimile: n/a 
	  	  
	To Catalent: 	Catalent Pharma Solutions, LLC
  
		[***]
	  	  
	With a copy to: 	Catalent Pharma Solutions, LLC
  
	  	14 Schoolhouse Road 
	  	Somerset, New Jersey 08873 
		USA
	  	Attn: General Counsel (Legal
      Department) 
	  	Facsimile: +1 (732) 537-6491
  


ARTICLE 11 
MISCELLANEOUS 


11.1      Entire Agreement;
Amendments. This Agreement and the Project Documents, constitutes the entire
understanding between the parties, and supersedes any contracts, agreements or
understandings (oral or written) of the parties, with respect to the subject
matter hereof. For the avoidance of doubt, this Agreement does not supersede any
existing generally applicable confidentiality agreement between the parties as
it relates to time periods prior to the date hereof or to business dealings not
covered by this Agreement. No term of this Agreement may be amended except upon
written agreement of both parties, unless otherwise expressly provided in this
Agreement.

11.2      Captions; Certain
Conventions. The captions in this Agreement are for convenience only and are
not to be interpreted or construed as a substantive part of this Agreement.
Unless otherwise expressly provided herein or the context of this Agreement
otherwise requires, (A) words of any gender include each other gender, (B) words
such as “herein”, “hereof”, and “hereunder” refer to this Agreement as a whole
and not merely to the particular provision in which such words appear, (C) words
using the singular shall include the plural, and vice versa, (D) the words
“include(s)” and “including” shall be deemed to be followed by the phrase “but not limited to”, “without limitation” or words of similar
import, (E) the word “or” shall be deemed to include the word “and” (e.g.,
“and/or”) and (F) references to “Article,” “Section,” “subsection,” “clause” or
other subdivision, or to an Attachment or other appendix, without reference to a
document are to the specified provision or Attachment of this Agreement. This
Agreement shall be construed as if it were drafted jointly by the parties.





CONFIDENTIAL 

11.3      Further Assurances.
The parties agree to execute, acknowledge and deliver such further instruments
and to take all such other incidental acts as may be reasonably necessary or
appropriate to carry out the purpose and intent of this Agreement. 

11.4      No Waiver. Failure by
either party to insist upon strict compliance with any term of this Agreement in
any one or more instances will not be deemed to be a waiver of its rights to
insist upon such strict compliance with respect to any subsequent failure. 

11.5      Severability. If any
term of this Agreement is declared invalid or unenforceable by a court or other
body of competent jurisdiction, the remaining terms of this Agreement will
continue in full force and effect. 

11.6      Independent
Contractors. The relationship of the parties is that of independent
contractors, and neither party will incur any debts or make any commitments for
the other party. Nothing in this Agreement is intended to create or will be
construed as creating between the parties the relationship of joint ventures,
co-partners, employer/employee or principal and agent. 

11.7      Successors and
Assigns. This Agreement will be binding upon and inure to the benefit of the
parties, their successors and permitted assigns. Neither party may assign this
Agreement, in whole or in part, without the prior written consent of the other
party, except that either party may, without the other party’s consent (but
subject to prior written notice), assign this Agreement in its entirety to an
Affiliate or to a successor to substantially all of the business or assets of
the assigning party or the assigning party’s business unit responsible for
performance under this Agreement.

11.8      No Third Party
Beneficiaries. This Agreement shall not confer any rights or remedies upon
any person or entity other than the parties named herein and their respective
successors and permitted assigns. 

11.9      Governing Law. This
Agreement shall be governed by and construed under the laws of the State of New
Jersey, USA, excluding its conflicts of law provisions. The United Nations
Convention on Contracts for the International Sale of Goods shall not apply to
this Agreement. 

11.10    Alternative Dispute Resolution.
If any dispute arises between the parties in connection with this Agreement,
such dispute shall be presented to the respective presidents or senior
executives of Catalent and Client for their consideration and resolution. If
such parties cannot reach a resolution of the dispute, then such dispute shall
be resolved by binding alternative dispute resolution in accordance with the
then existing commercial arbitration rules of CPR Institute for Dispute
Resolution, 366 Madison Avenue, New York, NY 10017. Arbitration shall be
conducted in the jurisdiction of the defendant party.




CONFIDENTIAL 

11.11    Prevailing Party. In any dispute
resolution proceeding between the parties in connection with this Agreement, the
prevailing party will be entitled to recover its reasonable attorney’s fees and
costs in such proceeding from the other party. 

11.12    Publicity. Neither party shall
make any press release or other public disclosure regarding this Agreement or
the transactions contemplated hereby without the other party's express prior
written consent, except as required under applicable laws or by any governmental
agency or by the rules of any stock exchange on which the securities of the
disclosing party are listed, in which case the party required to make the press
release or public disclosure shall use commercially reasonable efforts to obtain
the approval of the other party as to the form, nature and extent of the press
release or public disclosure prior to issuing the press release or making the
public disclosure. In addition, Client shall not use the Catalent name or the
names of any of the inventors of the GPEx Technology in any advertising,
promotion or sales without the prior written consent of Catalent;
provided, that Client may state that the Products have been manufactured
utilizing a GPEx Cell Line produced under one or more of the patents and
applications comprising the GPEx Technology. Client shall not use Catalent’s
name in a manner that could be construed as an endorsement of Client’s Product,
including any scientific conclusion as to safety or efficacy. 

11.13    Right to Dispose and Settle. If
Catalent requests in writing from Client direction with respect to disposal of
any inventories of materials, samples or other items belonging to Client and is
unable to obtain a response from Client within a reasonable time period after
making reasonable efforts to do so, Catalent shall be entitled in its sole
discretion to (A) dispose of all such items and (B) set-off any and all amounts
due to Catalent or any of its Affiliates from Client against any credits Client
may hold with Catalent or any of its Affiliates. 

11.14    Force Majeure. Except as to
payments required under this Agreement, neither party shall be liable in damages
for, nor shall this Agreement be terminable or cancelable by reason of, any
delay or default in such party’s performance hereunder if such default or delay
is caused by events beyond such party’s reasonable control, including acts of
God, regulation or law or other action or failure to act of any government or
agency thereof, war or insurrection, civil commotion, destruction of production
facilities or materials by earthquake, fire, flood or weather, labor
disturbances, epidemic or failure of suppliers, public utilities or common
carriers; provided, that the party seeking relief under this Section
11.14 shall immediately notify the other party of such cause(s) beyond such
party’s reasonable control. The party that may invoke this Section 11.14 shall
use commercially reasonable efforts to reinstate its ongoing obligations to the
other party as soon as practicable. If the cause(s) shall continue unabated for
180 days, then both parties shall meet to discuss and negotiate in good faith
what modifications to this Agreement should result from such cause(s).

11.15    Counterparts. This Agreement may
be executed in one or more counterparts, each of which will be deemed an
original but all of which together will constitute one and the same instrument.
Any photocopy, facsimile or electronic reproduction of the executed Agreement
shall constitute an original.

[Signature page follows] 




      
     IN WITNESS WHEREOF, the parties have caused
their respective duly authorized representatives to execute this Agreement
effective as of the Effective Date. 

	 	TRILLIUM THERAPEUTICS INC. 
	 	 
	 	 
	 	  
	 	By:  
      ______________________________________________
	 	 
	 	Name:
      _____________________________________________
	 	 
	 	Title: 
      _____________________________________________
	 	  
	 	 
	 	 
	 	CATALENT PHARMA SOLUTIONS, LLC 
	 	 
	 	 
	 	  
	 	By:  
      ______________________________________________
	 	 
	 	Name:
      _____________________________________________
	 	 
	 	Title: 
      _____________________________________________ 


Signature Page to GPEx®-Derived Cell Line Sale Agreement





ATTACHMENT A 

EXPRESSION PRODUCTS 

 

Genes or cDNA Constructs:

[***] 

TTI-621 (3594): 

[***] 

Expression Products: 

[***] 




ATTACHMENT B 

REGULATORY ASSISTANCE 

 

Where the Agreement obligates Catalent to assist and/or
cooperate with Client in connection with permits, licenses, authorizations and
other Regulatory Approvals, the following financial provisions shall apply: 

	 	1. 	
      Where services relate directly to the GPEx Technology and
      are to be performed by Catalent GPEx technicians (e.g., review of cell
      line development report, review of Client’s draft Regulatory Approval
      submissions, accompanying Client to a Regulatory Authority meeting to
      answer questions relating to GPEx), Catalent will provide to Client up
      to [***] at no additional charge. Thereafter, personnel hours will be
      charged to Client at a rate of [***] (depending on level of person), up to
      a maximum of [***], to be invoiced by Catalent monthly in arrears and
      otherwise subject to Section 3.2 of the Agreement.

	 	 	 
	 	2. 	
      Where services relate to Product regulatory strategy or
      preparation of Regulatory Approval submissions on behalf of Client and are
      to be performed by Catalent’s regulatory group Catalent and Client shall
      enter into a separate services agreement setting forth the nature and
      scope of such services, the associated fees and payment terms, and such
      other types of terms and conditions as are customary in the pharmaceutical
      industry for transactions of that nature.

	 	 	 
	 	3. 	
      Where services do not fall into the provisions of
      paragraph 1 or 2 above, the parties will negotiate in good faith an
      appropriate arrangement. However, Catalent shall not be required to incur
      any material expense, whether internal or out-of-pocket, in connection
      with such services, unless otherwise expressly agreed in writing by
      Catalent in advance.

	 	 	 
	 	4. 	
      Whenever services being performed by Catalent personnel
      under paragraphs 1-3 above require such personnel to travel, Client will
      reimburse Catalent for all reasonable travel- related expenses incurred by
      such personnel.

	 	 	 
	 	5. 	
      Whenever services being performed by Catalent personnel
      under paragraphs 1-3 above relate to an activity that contemplates or
      results in an out-of-pocket expense, such as (solely by way of example and
      not in limitation) a filing fee to a Regulatory Authority or a third party
      testing fee, Client shall be solely responsible for payment of such
      fees.