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(formerly Stem Cell Therapeutics Corp.)

MANAGEMENTS DISCUSSION AND ANALYSIS

FOR THE YEARS ENDEDDECEMBER 31, 2015 AND 2014

Dated: March 9, 2016

96 Skyway Avenue Toronto, Ontario, M9W 4Y9
www.trilliumtherapeutics.com

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

ABOUT THIS MANAGEMENT DISCUSSION AND ANALYSIS

All references in this managements discussion and analysis, or
MD&A to the Company, Trillium, we, us, or our refer to Trillium
Therapeutics Inc. and the subsidiaries through which it conducts its business,
unless otherwise indicated.

The following MD&A is prepared as of March 9, 2016 for
Trillium Therapeutics Inc. for the years ended December 31, 2015 and 2014, and
should be read in conjunction with the audited consolidated financial statements
for the years ended December 31, 2015 and 2014, which have been prepared by
management in accordance with International Financial Reporting Standards, or
IFRS, as issued by the International Accounting Standards Board, or IASB. Our
IFRS accounting policies are set out in note 3 of the annual audited
consolidated financial statements for the years ended December 31, 2015 and
2014.

On June 1, 2014, we amalgamated with our wholly-owned
subsidiary Trillium Therapeutics Inc., or Trillium Privateco and changed its
name to Trillium Therapeutics Inc. All amounts are in Canadian dollars, unless
otherwise indicated.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

This MD&A contains forward-looking statements within the
meaning of applicable securities laws. All statements contained herein that are
not clearly historical in nature are forward-looking, and the words
anticipate, believe, expect, estimate, may, will, could,
leading, intend, contemplate, shall and similar expressions are
generally intended to identify forward-looking statements. Forward-looking
statements in this MD&A include, but are not limited to, statements with
respect to:

| |  | our expected future loss and accumulated deficit levels;                                                                                                                                                                                                                   
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our projected financial position and estimated cash burn
      rate;                                                                                                                                                                                                       
| |  | our expectations about the timing of achieving milestones
      and the cost of our development programs;                                                                                                                                                                  
| |  | our observations and expectations regarding the relative
      low binding of SIRPαFc to red blood cells compared to anti-CD47 monoclonal
      antibodies and proprietary CD47-blocking agents and the potential benefits
      to patients;                              
| |  | our requirements for, and the ability to obtain, future
      funding on favorable terms or at all;                                                                                                                                                                        
| |  | our projections for the SIRPαFc development plan and
      progress of each of our products and technologies, particularly with
      respect to the timely and successful completion of studies and trials and
      availability of results from such studies and trials;
| |  | our expectations about the differentiated nature and
      potential for best-in-class product development programs and discovery
      research capabilities of Fluorinov Pharma Inc., or Fluorinov;                                                                      
| |  | our ability to generate future product development
      programs with improved pharmacological properties using Fluorinov
      technology;                                                                                                                               
| |  | our expectations about whether various clinical and
      regulatory milestones with an existing Fluorinov compound will be
      achieved;                                                                                                                                
| |  | our expectations of the final quantum and form of any
      future contingent milestone payments related to the Fluorinov acquisition;                                                                                                                                     
| |  | our expectations of the ability to secure the requisite
      approvals (including TSX and NASDAQ approvals) with respect to the
      issuance of any common shares in satisfaction of future milestone
      payments;                                                   
| |  | our expectations about our products safety and efficacy;                                                                                                                                                                                                                  
| |  | our expectations regarding our ability to arrange for the
      manufacturing of our products and technologies;                                                                                                                                                            
| |  | our expectations regarding the progress, and the
      successful and timely completion, of the various stages of the regulatory
      approval process;                                                                                                                   
| |  | our ability to secure strategic partnerships with larger
      pharmaceutical and biotechnology companies;                                                                                                                                                                 
| |  | our strategy to acquire and develop new products and
      technologies and to enhance the safety and efficacy of existing products
      and technologies;                                                                                                                

- 2 -

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis

| |  | our plans to market, sell and distribute our products and
      technologies;                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our expectations regarding the acceptance of our products
      and technologies by the market;                                                                                                                                                    
| |  | our ability to retain and access appropriate staff,
      management, and expert advisers;                                                                                                                                                         
| |  | our expectations with respect to existing and future
      corporate alliances and licensing transactions with third parties, and the
      receipt and timing of any payments to be made by us or to us in respect of
      such arrangements; and
| |  | our strategy with respect to the protection of our
      intellectual property.                                                                                                                                                                    

All forward-looking statements reflect our beliefs and
assumptions based on information available at the time the assumption was made.
These forward-looking statements are not based on historical facts but rather on
managements expectations regarding future activities, results of operations,
performance, future capital and other expenditures (including the amount, nature
and sources of funding thereof), competitive advantages, business prospects and
opportunities. By its nature, forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and specific, known
and unknown, that contribute to the possibility that the predictions, forecasts,
projections or other forward-looking statements will not occur. Factors which
could cause future outcomes to differ materially from those set forth in the
forward-looking statements include, but are not limited to:

| |  | the effect of continuing operating losses on our ability
      to obtain, on satisfactory terms, or at all, the capital required to
      maintain us as a going concern;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the ability to obtain sufficient and suitable financing
      to support operations, preclinical development, clinical trials, and
      commercialization of products;  
| |  | the risks associated with the development of novel
      compounds at early stages of development in our intellectual property
      portfolio;                          
| |  | the risks of reliance on third-parties for the planning,
      conduct and monitoring of clinical trials and for the manufacture of drug
      product;                  
| |  | the risks associated with the development of our product
      candidates including the demonstration of efficacy and safety;                                            
| |  | the risks related to clinical trials including potential
      delays, cost overruns and the failure to demonstrate efficacy and safety;                                 
| |  | the risks of delays and inability to complete clinical
      trials due to difficulties enrolling patients;                                                              
| |  | risks associated with our inability to successfully
      develop companion diagnostics for our development candidates;                                                  
| |  | delays or negative outcomes from the regulatory approval
      process;                                                                                                  
| |  | our ability to successfully compete in our targeted
      markets;                                                                                                       
| |  | our ability to attract and retain key personnel,
      collaborators and advisors;                                                                                       
| |  | risks relating to the increase in operating costs from
      expanding existing programs, acquisition of additional development
      programs and increased staff;      
| |  | risk of negative results of clinical trials or adverse
      safety events by us or others related to our product candidates;                                            
| |  | the potential for product liability claims;                                                                                                                              
| |  | our ability to achieve our forecasted milestones and
      timelines on schedule;                                                                                        
| |  | financial risks related to the fluctuation of foreign
      currency rates and expenses denominated in foreign currencies;                                               
| |  | our ability to adequately protect proprietary information
      and technology from competitors;                                                                         
| |  | risks related to changes in patent laws and their
      interpretations;                                                                                                 
| |  | our ability to source and maintain licenses from
      third-party owners; and                                                                                           
| |  | the risk of patent-related litigation and the ability to
      protect trade secrets,                                                                                    

all as further and more fully described under the heading Risk
Factors in this MD&A and in our Annual Information Form.

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis

Although the forward-looking statements contained in this
MD&A are based upon what our management believes to be reasonable
assumptions, we cannot assure readers that actual results will be consistent
with these forward looking statements.

Any forward-looking statements represent our estimates only as
of the date of this MD&A and should not be relied upon as representing our
estimates as of any subsequent date. We undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the date on which such statement is made or to reflect the occurrence of
unanticipated events, except as may be required by securities legislation.

BUSINESS

Overview

We are an immuno-oncology company developing innovative
therapies for the treatment of cancer. Our lead program, SIRPαFc, is a novel,
antibody-like protein that harnesses the innate immune system by blocking the
activity of CD47, a molecule whose expression is increased on cancer cells to
evade the host immune system. Expressed at high levels on the cell surface of a
variety of liquid and solid tumors, CD47 functions as a signal that inhibits the
destruction of tumor cells by macrophages via phagocytosis. By blocking the
activity of CD47, we believe SIRPαFc has the ability to promote the
macrophage-mediated killing of tumor cells in a broad variety of cancers both as
a monotherapy and in combination with other immune therapies.

The immune system is the bodys mechanism to identify and
eliminate pathogens, and can be divided into the innate immune system and the
adaptive immune system. The innate immune system is the bodys first line of
defense to identify and eliminate pathogens and consists of proteins and cells,
such as macrophages, that identify and provide an immediate response to
pathogens. The adaptive immune system is activated by, and adapts to, pathogens,
creating a targeted and durable response. Cancer cells often have the ability to
reduce the immune systems ability to recognize and destroy them. We believe
SIRPαFc could play an important role in enhancing the innate immune system and
importantly, because of its ability to target macrophages, also has an important
downstream effect on the adaptive immune system.

Our Strategy

Our goal is to become a leading innovator in the field of
immuno-oncology by targeting immune-regulatory pathways that tumor cells exploit
to evade the host immune system. We believe that SIRPαFc has the potential to
improve survival and quality of life for cancer patients.

| |  | Rapidly advance the clinical development of
      SIRPαFc. We have initiated a
      first-in-human trial of SIRPαFc in patients with relapsed or refractory
      lymphoma in a dose escalation phase of up to 36 patients,  and expect to enroll up to 8 cohorts of 12-15 patients with
      advanced hematologic malignancies in an expansion phase of the trial after
      an optimal dose has been determined.                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Expand our SIRPαFc
      clinical program to include additional cancer indications. Because
      CD47 is highly expressed by multiple liquid and solid tumors, and high
      expression is correlated with worse clinical outcomes, we believe SIRPαFc
      has potential to be effective in a wide variety of cancers. We are
      carrying out preclinical work necessary to select additional, high
      potential cancer indications for clinical development.                            
| |  | Maximize value of
      SIRPαFc through scientific
      collaborations. SIRPαFc has broad potential applicability in
      various cancer indications, and we believe it is well suited for use as
      both a monotherapy and in combination with other agents. We plan to
      continue to selectively and opportunistically pursue scientific
      collaborations with academic researchers as well as with other companies
      in order to realize the full value proposition of SIRPαFc.
| |  | Initiate IND-enabling studies in 2016 with a
      Fluorinov product. TTI-281 is an oral bromodomain inhibitor that
      we believe has strong potency and has shown efficacy in AML xenograft
      models. We plan to initiate scale up and manufacturing for TTI-281 in
      2016.                                                                                                                                                                                                            

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis

SIRPαFc Key Attributes

| |  | Potential efficacy in a broad range of
      cancers. SIRPαFc blocks the tumors ability to transmit a do not
      eat signal allowing macrophages to destroy tumor cells; a mechanism that
      we believe could have broad applicability.                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Potential for use as monotherapy and in combination
      with other therapies. We intend to develop SIRPαFc as a
      monotherapy as well as potentially for use in combination with other
      cancer immuno- therapies.                                                                                    
| |  | Differentiated pharmacokinetic and safety
      profile. We believe SIRPαFcs low level of binding to red blood
      cells lowers the risk of anemia and lowers the loss of drug from
      circulation. This pharmacokinetic profile potentially allows for lower
      dosing and an improved safety profile.
| |  | May enhance both innate and adaptive immune
      response. SIRPαFc may enhance stimulation of tumor attacking T
      cells since macrophages, in addition to their role in phagocytosis, can
      also prime T cells through antigen presentation.                                                           

SIRPαFc Clinical development
plan

We commenced a phase I study in patients with advanced
hematologic malignancies. The two-part clinical trial is designed as a
multi-center, open-label Phase 1a/1b trial, evaluating TTI-621 as a single-agent
in patients with relapsed or refractory hematologic malignancies. During the
dose escalation phase set to enroll up to 36 subjects, the safety, tolerability,
pharmacokinetics and pharmacodynamics will be characterized to determine the
optimal dose for subsequent enrollment in the expansion phase. To characterize
potential changes in hematologic parameters that might occur with blockade of
CD47, the dose-escalation portion of the phase I trial will include lymphoma
patients with normal hematologic parameters and acceptable marrow function. Once
a reasonably well-tolerated dose and schedule of SIRPαFc has been established
for further study, safety and antitumor activity will be estimated in expansion
cohorts of up to 15 patients with advanced hematologic malignancies including
indolent B-cell lymphoma, aggressive B-cell lymphoma, T-cell lymphoma, Hodgkin
lymphoma, chronic lymphocytic leukemia, multiple myeloma, acute myeloid
leukemia, and myelodysplastic syndrome. We plan to engage five trial sites in
the United States for the dose escalation part of the trial.

Blocking the CD47 do not eat signal using a
SIRPαFc decoy receptor

Macrophages are a type of white blood cell that can ingest and
destroy (phagocytose) other cells. They are part of the innate immune system
that helps to protect the body from infection. More recently, a role for
macrophages in the control of tumors has been described.

Macrophage activity is controlled by both positive eat and
negative do not eat signals. Tumor cells may express eat signals (e.g.,
calreticulin) that make themselves visible to macrophages. To counterbalance
this increased visibility the tumor cells often express high levels of CD47,
which transmits a do not eat signal by binding signal regulatory protein
alpha, or SIRPα, on the surface of macrophages. We believe that the higher
expression of CD47 on the tumor cell helps it evade destruction by the
macrophage by overwhelming any activating eat signals.

SIRPαFc is an
antibody-like protein that consists of the CD47-binding domain of human SIRPα
linked to the Fc region of a human immunoglobulin. It is designed to act as a
soluble decoy receptor, preventing CD47 from delivering its inhibitory signal.
Neutralization of the inhibitory CD47 signal enables the activation of
macrophage anti-tumor effects by the pro-phagocytic eat signals. The Fc region
of SIRPαFc may, depending on its identity, also assist in the activation of
macrophages by engaging Fc receptors.

Figure 1, below, illustrates how SIRPαFc blocks the CD47 do
not eat signal and engages activating Fc receptors on macrophages, leading to
tumor cell phagocytosis.

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis



In addition to their direct anti-tumor activity, macrophages
can also function as antigen-presenting cells and stimulate antigen-specific T
cells. Thus it is possible that increasing tumor cell phagocytosis after SIRPαFc
exposure may result in enhanced adaptive immunity. In support of this, CD47
antibody blockade has been recently shown to augment antigen presentation and
prime an anti-tumor cytotoxic T cell response in immune-competent mice. CD47
blockade has also been reported to promote tumor-specific T cell responses
through a dendritic cell-based mechanism, although the effect of SIRPαFc on
dendritic cells is currently unknown.

SIRPαFc has broad clinical
potential

We believe that SIRPαFc has broad clinical potential in both
hematological and solid tumors. High expression of the CD47 do not eat signal
on tumor cells has been observed in AML, MDS, chronic myeloid leukemia, or CML,
acute lymphoblastic leukemia, or ALL, diffuse large B cell lymphoma, or DLBCL,
chronic lymphocytic leukemia, or CLL, follicular lymphoma, mantle cell lymphoma,
marginal zone lymphoma, multiple myeloma and in the following solid tumors:
bladder, brain, breast, colon, leiomyosarcoma, liver, melanoma, ovarian and
prostate. In a number of these cancers high CD47 expression was shown to have
negative clinical consequences, correlating with more aggressive disease and
poor survival. In normal karyotype AML patients, for example, high CD47
expression was correlated with worse event-free survival (6.8 vs. 17.1 months)
and worse overall survival (9.1 vs. 22.1 months) compared to low CD47
expression. These data are consistent with CD47 providing a survival advantage
to tumor cells. Furthermore, numerous studies have shown that antibody blockade
of CD47 has demonstrated activity in mice engrafted with human tumors. We
collaborate with academic investigators to explore the therapeutic potential of
SIRPαFc in a variety of solid tumor models.

In vitro studies with primary tumor samples obtained from AML,
MDS, multiple myeloma, B cell-ALL and T-cell ALL demonstrated that SIRPαFc
frequently triggered significantly macrophage-mediated tumor cell phagocytosis
compared to control treatment. Similar results were observed with tumor cell
lines established from patients with B lymphoma and CML.

Figure 2, below, shows how SIRPαFc (TTI-621) triggers
macrophage-mediated phagocytosis of many different human blood cancer samples.

- 6 -

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis



The p value is a probability value, with values <0.05
considered statistically significant versus control treatment. NS indicates
p>0.05, which is considered not statistically significant versus control
treatment.

SIRPα Minimal Red Blood
Cell Binding - Competition

SIRPαFc competes directly with CD47 blocking antibodies from
Forty Seven Inc. (recently licensed from Stanford University) and Celgene
Corporation, both of which have entered early clinical development. Novimmune SA
has a bispecific (anti-CD47/anti-CD19) antibody program in preclinical
development. Vasculox is also developing a CD47 antibody. Alexo Therapeutics is
developing mutated, high affinity SIRPα monomers as adjuvants for use with
anti-cancer antibodies. Both Vasculox and Alexo Therapeutics are in the
preclinical phase of development.

We believe that our approach of using SIRPα, the natural
binding partner for CD47, may have important advantages over treatment with
CD47-specific antibodies. In April 2015, we presented data at the 106th American
Association for Cancer Research annual meeting demonstrating that our SIRPαFc
fusion proteins exhibit minimal binding to human red blood cells, or RBCs,
compared to anti-CD47 monoclonal antibodies. These data build upon preliminary
results announced at the 2014 American Association for Cancer Research annual
meeting.

Figure 3, below, shows how SIRPαFc binding to human RBCs (n=43
donors) compares to five CD47-specific antibodies.

- 7 -

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis

The very low RBC binding profile of our SIRPαFc proteins may
provide three important advantages over other CD47 blocking agents. First, there
may be a lower risk of experiencing drug-induced anemia with SIRPαFc. This
potential advantage may translate into improved patient care, particularly in
diseases such as AML where almost all patients experience cytopenias including
anemia. Second, SIRPαFc may remain in circulation for longer intervals compared
to CD47 antibodies, which have been demonstrated to bind strongly to circulating
RBCs and may thus be more likely to be removed from circulation. The ability of
RBCs to absorb and remove circulating CD47-specific antibodies, an antigen-sink
effect, may necessitate high doses of antibody in order to effectively target
the tumor cells, which may lead to potentially higher off-target toxicity.
Therefore, SIRPαFc may be associated with both improved tolerability and drug
kinetics compared with CD47-specific antibodies based on these preclinical
analyses. Third, antibodies that bind RBCs have the potential to interfere with
laboratory blood typing tests. The minimal binding of TTI-621 to human RBCs may
minimize this interference compared to anti-CD47 antibodies.

Combination Therapy

We believe that SIRPαFc enhancement of macrophage activity and
possibly T cell responses could be synergistic with other immune-mediated
therapies. Published studies conducted by third parties provide evidence that
SIRPαFc may be useful in combination with approved anti-cancer antibodies (e.g.
Rituxan®, Herceptin®, Campath®, and Erbitux®). Since many cancer antibodies work
at least in part by activating cells of the innate immune system, it may be
possible to enhance the potency of these agents by blocking the negative do not
eat CD47 signal that tumor cells deliver to macrophages. We hypothesize that
SIRPαFc may act synergistically with other immunological agents, including T
cell checkpoint inhibitors (e.g. pembrolizumab and nivolumab), cancer vaccines,
oncolytic viruses or chimeric antigen receptor, or CAR T cells.

Small Molecule Program

On January 26, 2016, we acquired all the outstanding shares of
Fluorinov, a privately-held oncology company that has developed a proprietary
medicinal chemistry platform using unique fluorine chemistry, which permits the
creation of new chemical entities from validated drugs and drug candidates with
improved pharmacological properties, potentially leading to increased safety and
efficacy. Fluorinovs most advanced preclinical oncology programs include
potent, orally-available, bromodomain and proteasome inhibitors, as well as
epidermal growth factor receptor antagonists with increased uptake in the brain,
all of which have been differentiated from competitors and have potential for
best-in-class status. In addition, a number of compounds directed at undisclosed
immuno-oncology targets are currently in the discovery phase.

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

The terms of the acquisition were an upfront payment of $10
million plus up to $35 million of additional future payments that are contingent
on us achieving certain clinical and regulatory milestones with an existing
Fluorinov compound. We will also have an obligation to pay royalty payments on
future sales of such compounds. The upfront payment was subject to adjustment
based on the net working capital of Fluorinov and other adjustments at the time
of closing. At our discretion, up to 50% of the future contingent payments can
be satisfied through the issuance of common shares of Trillium provided that the
aggregate number of common shares issuable under such payments will not exceed
1,558,447 common shares unless shareholder approval has first been obtained. In
addition, any such future share issuance remains subject to final approval from
our board of directors and receipt of any requisite approvals under the
applicable rules of the Toronto Stock Exchange and the NASDAQ Stock Market. We
have also committed to use commercially reasonable efforts to monetize
Fluorinovs central nervous system, or CNS, assets and share 50% of the net
proceeds with Fluorinov shareholders.

Plan of Operations

Over the next 12 months, our primary focus is the advancement
of our Phase I clinical trial of SIRPαFc in patients with advanced hematologic
malignancies. We also plan to conduct preclinical research in solid tumors and
in combination studies to identify future potential clinical indications.

We also plan to advance one, or possibly two, of Fluorinovs preclinical programs through the Investigational New Drug, or IND-enabling
phase using our internal development group, while at the same time focusing our
new chemistry group on several immuno-oncology discovery programs.

Capital Markets

We were listed on the TSX Venture Exchange, or TSXV, until
April 22, 2014 when we migrated to the Toronto Stock Exchange, or TSX. We traded
under the symbol SSS until June 6, 2014 when the symbol was changed to TR.
We were listed on the OTCQX International under the symbol SCTPF from May 20,
2013 until we began trading on the NASDAQ Capital Market under the symbol TRIL
on December 19, 2014.

Legal Proceedings

To our knowledge, there have not been any legal or arbitration
proceedings, including those relating to bankruptcy, receivership or similar
proceedings, those involving any third party, and governmental proceedings
pending or known to be contemplated, which may have, or have had in the recent
past, significant effect our financial position or profitability.

Also, to our knowledge, there have been no material proceedings
in which any director, any member of senior management, or any of our affiliates
is either a party adverse to us or any of our subsidiaries or has a material
interest adverse to us or any of our subsidiaries.

- 9 -

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|TRILLIUM THERAPEUTICS INC.                
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|                                          
|Managements
      Discussion and Analysis

RESULTS OF OPERATIONS

For the three months and years ended December 31, 2015 and
2014

Overview

Since inception, we have incurred losses while advancing the
research and development of our products. Net loss for the three months ended
December 31, 2015 of $2,988,843 was lower than the loss of $4,214,862 for the
three months ended December 31, 2014. Net loss for the year ended December 31,
2015 of $14,733,699 exceeded the loss of $12,881,820 for the year ended December
31, 2014. Research and development costs for both 2015 periods were
significantly higher than 2014 due mainly to higher costs for our SIRPαFc
development program including increased personnel costs. The loss for the three
months ended December 31, 2015 was lower than the comparative period due mainly
to a net foreign exchange gain of $2,163,429.

Research and Development

Research and development expenses by program for the years
ended December 31, 2015 and 2014 were as follows:

|            |  | Three months |  |  | Three months |  |  |              |  |  |              | 
|----------- |  | ------------ |  |  | ------------ |  |  | ------------ |  |  | ------------ | 
|            |  | ended        |  |  | ended        |  |  | Year ended   |  |  | Year ended   | 
|            |  | December 31, |  |  | December 31, |  |  | December 31, |  |  | December 31, | 
|            |  | 2015         |  |  | 2014         |  |  | 2015         |  |  | 2014         | 
|            |  | **$**        |  |  | **$**        |  |  | **$**        |  |  | **$**        | 
|SIRPαFc     |  | 4,332,644    |  |  | 3,828,172    |  |  | 17,978,930   |  |  | 9,372,467    | 
|Tigecycline |  | -            |  |  | 125          |  |  | -            |  |  | 1,091,297    | 
|Other       |  | 32,939       |  |  | 6,650        |  |  | 71,161       |  |  | 132,044      | 
|Total(1)    |  | 4,365,583    |  |  | 3,834,947    |  |  | 18,050,091   |  |  | 10,595,808   | 

Note:

|(1) | Research and development expenditures in the above table
      include all direct and indirect costs for the programs, personnel costs,
      intellectual property related costs net of recoveries, share-based
      compensation and research and development overhead, and is net of
      government assistance. Research and development overhead costs have been
      allocated to the programs based mainly on personnel time spent on the
      programs.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During 2015, most of our resources were focused on the
development of our SIRPαFc program. For the year ended December 31, 2015,
research and development costs increased over the same period in the prior year
as we completed IND-enabling toxicology studies, incurred manufacturing costs to
supply our clinical trial, completed the IND submission and initiated the Phase
I trial in 2015. Personnel costs were also higher in 2015 as we added staff to
manage our expanded research and development activities. In 2014, we
discontinued our tigecycline program and recorded an impairment charge of
$429,763.

Components of research and development expenses for the three
months ended December 31, 2015 and 2014 were as follows:

|                                                                  |  | 2015      |   |  | 2014      | 
|----------------------------------------------------------------- |  | --------- | - |  | --------- | 
|                                                                  |  | **$**     |   |  | $         | 
|                                                                  |  |           |   |  |           | 
|Research and development programs excluding
      the below items |  | 2,764,541 |   |  | 2,650,581 | 
|Salaries, fees and short-term benefits                            |  | 1,143,872 |   |  | 718,714   | 
|Share-based compensation                                          |  | 520,853   |   |  | 258,995   | 
|Amortization of intangible assets                                 |  | 84,837    |   |  | 84,837    | 
|Depreciation of property and equipment                            |  | 32,513    |   |  | 15,429    | 
|Tax credits                                                       |  | (181,033  | ) |  | 106,391   | 
|                                                                  |  | 4,365,583 |   |  | 3,834,947 | 

- 10 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Components of research and development expenses for the years
ended December 31, 2015 and 2014 were as follows:

|                                                                  |  | 2015       |   |  | 2014       |  
|----------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                  |  | **$**      |   |  | $          |  
|                                                                  |  |            |   |  |            |  
|Research and development programs excluding
      the below items |  | 12,083,797 |   |  | 5,893,030  |  
|Salaries, fees and short-term benefits                            |  | 4,120,109  |   |  | 2,311,755  |  
|Share-based compensation                                          |  | 1,942,173  |   |  | 1,626,824  |  
|Amortization of intangible assets                                 |  | 339,348    |   |  | 610,776    |  
|Impairment of intangible assets                                   |  | -          |   |  | 429,763    |  
|Depreciation of property and equipment                            |  | 118,394    |   |  | 47,208     |  
|Tax credits                                                       |  | (553,730   | ) |  | (323,548   | )
|                                                                  |  | 18,050,091 |   |  | 10,595,808 |  

The increase in research and development program expenses for
the three months ended December 31, 2015 compared to the three months ended
December 31, 2014 was due mainly to higher facility costs and advisory fees
related to our IND filing, partially offset by lower program costs. Salaries,
fees and short-term benefits increased in the three months ended December 31,
2015 due to higher staffing and salaries compared to the same period in 2014.
Share-based compensation increased due mainly to new options granted in 2015
with higher fair values as determined by the Black-Scholes option pricing model.

The increase in research and development program expenses for
the year ended December 31, 2015 compared to the year ended December 31, 2014
was due mainly to completion of IND-enabling toxicology studies, manufacturing
costs to supply our clinical trial, costs to prepare and submit our IND and
initiation of the Phase I trial in 2015 for SIRPαFc. Salaries, fees, and
short-term benefits increased for the year ended December 31, 2015 due mainly to
additional research and development personnel hired in 2015. Amortization and
impairment of intangible assets was lower in the year ended December 31, 2015
due to the discontinuation of the tigecycline program in 2014. Depreciation
expense was higher in 2015 due to higher purchases of new lab equipment.

General and Administrative

Components of general and administrative expenses for the three
months ended December 31, 2015 and 2014 were as follows:

|                                                                    |  | 2015    |  |  | 2014    | 
|------------------------------------------------------------------- |  | ------- |  |  | ------- | 
|                                                                    |  | $       |  |  | $       | 
|                                                                    |  |         |  |  |         | 
|General and administrative expenses
      excluding the below items |  | 460,582 |  |  | 181,117 | 
|Salaries, fees and short-term benefits                              |  | 119,620 |  |  | 198,941 | 
|DSU units issued for director compensation                          |  | 240,000 |  |  | -       | 
|Share-based
      compensation                                      |  | 71,339  |  |  | 59,788  | 
|                                                                    |  | 891,541 |  |  | 439,846 | 

- 11 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Components of general and administrative expenses for the years
ended December 31, 2015 and 2014 were as follows:

|                                                                    |  | 2015      |  |  | 2014      | 
|------------------------------------------------------------------- |  | --------- |  |  | --------- | 
|                                                                    |  | **$**     |  |  | $         | 
|                                                                    |  |           |  |  |           | 
|General and administrative expenses
      excluding the below items |  | 1,521,639 |  |  | 1,198,181 | 
|Salaries, fees and short-term benefits                              |  | 898,381   |  |  | 694,849   | 
|DSU units issued for director compensation                          |  | 540,000   |  |  | 240,000   | 
|Share-based
      compensation                                      |  | 224,327   |  |  | 444,430   | 
|                                                                    |  | 3,184,347 |  |  | 2,577,460 | 

General and administrative expenses for the three months ended
December 31, 2015 were higher than the comparable prior year period due mainly
to expenses related to the Fluorinov acquisition and higher insurance costs
related to our NASDAQ stock exchange listing. DSU units issued for director
compensation were higher for the three months ended December 31, 2015 as DSUs
were not used for director compensation in the comparable 2014 period.

General and administrative expenses for the year ended December
31, 2015 were higher than the comparable prior year period due mainly to higher
insurance costs and expenses related to the Fluorinov acquisition, partially
offset by lower stock exchange filing fees. Salaries, fees and short-term
benefits increased in 2015 over 2014 due mainly to higher administrative
staffing. The value of DSUs issued for director compensation increased in 2015,
and share-based compensation expense was lower in 2015 due mainly to fewer stock
options issued to administrative personnel in the year.

Finance income and costs

Components of finance income for the three months ended
December 31, 2015 and 2014 were as follows:

|                                |  | 2015      |  |  | 2014   | 
|------------------------------- |  | --------- |  |  | ------ | 
|                                |  | **$**     |  |  | $      | 
|                                |  |           |  |  |        | 
|Interest income                 |  | 135,928   |  |  | 93,634 | 
|Net foreign
      currency gain |  | 2,163,429 |  |  | -      | 
|                                |  | 2,299,357 |  |  | 93,634 | 

Components of finance income for the years ended December 31,
2015 and 2014 were as follows:

|                                |  | 2015      |  |  | 2014    | 
|------------------------------- |  | --------- |  |  | ------- | 
|                                |  | **$**     |  |  | $       | 
|                                |  |           |  |  |         | 
|Interest income                 |  | 488,486   |  |  | 378,692 | 
|Net foreign
      currency gain |  | 6,106,703 |  |  | -       | 
|                                |  | 6,595,189 |  |  | 378,692 | 

- 12 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Finance income for the three months and year ended December 31,
2015 was higher than the prior year comparable periods due mainly to a net
foreign currency gain of $2,163,429 and $6,106,703, respectively, due mainly to
holding U.S. dollar denominated cash with a strengthening U.S. dollar. Interest
income in 2015 was also higher due to higher average cash balances.

Finance costs for the year ended December 31, 2015 were
comparable to the prior year periods.

Liquidity and Capital Resources

Cash, working capital, and debt

Since inception, we have financed our operations primarily from
sales of equity, proceeds from the exercise of warrants and stock options, and
from interest income on funds available for investment. Our primary capital
needs are for funds to support our scientific research and development
activities including staffing, facilities, manufacturing, preclinical studies
and clinical trials, administrative costs and for working capital.

We have experienced operating losses and cash outflows from
operations since incorporation, will require ongoing financing in order to
continue our research and development activities, and we have not earned
significant revenue or reached successful commercialization of our products. Our
future operations are dependent upon our ability to finance our cash
requirements which will allow us to continue our research and development
activities and the commercialization of our products. There can be no assurance
that we will be successful in continuing to finance our operations.

On April 7, 2015, we completed an underwritten public offering
of common shares and non-voting convertible preferred shares in the United
States. In the offering, we sold 1,750,754 common shares and 1,077,605 Series II
Non-Voting Convertible First Preferred Shares at a price of U.S. $19.50 per
share, including 228,359 common shares sold pursuant to the full exercise of the
underwriters option to purchase additional common shares. The gross proceeds
from this offering were $68,875,067 (U.S. $55,153,000) before deducting offering
expenses of $4,913,443.

The Series II Non-Voting Convertible First Preferred Shares
sold in the offering are non-voting and are convertible into common shares, on a
one-for-one basis (subject to adjustment), at any time at the option of the
holder, subject to certain restrictions on conversion. Holders may not convert
Series II Non-Voting Convertible First Preferred Shares into common shares if,
after giving effect to the exercise of conversion, the holder and its joint
actors would have beneficial ownership or direction or control over common
shares in excess of 4.99% of the then outstanding common shares. This limit may
be raised at the option of the holder on 61 days prior written notice: (i) up
to 9.99%, (ii) up to 19.99%, subject to clearance of a personal information form
submitted by the holder to the Toronto Stock Exchange, and (iii) above 19.99%,
subject to approval by the Toronto Stock Exchange and shareholder approval.

On May 29, 2015, we filed a base shelf prospectus with the
British Columbia, Alberta, Manitoba, Ontario and Nova Scotia securities
commissions in Canada and a Form F-10 registration statement with the United
States Securities and Exchange Commission, or SEC, that provides that we may
sell under the prospectus from time to time over the following 25 months up to
U.S. $100 million, in one or more offerings, of common shares, First Preferred
shares, warrants to purchase common shares, or units comprising a combination of
common shares, First Preferred shares and/or warrants.

Our cash totaled $86,770,542 at December 31, 2015 compared to
$26,165,056 at December 31, 2014. As at December 31, 2015, our working capital
increased to $85,369,945 compared to $23,989,252 at December 31, 2014 due mainly
to funds received in the April 7, 2015 offering, warrant exercises, and foreign
exchange gains, partially offset by cash used in operations. Accounts payable
and accrued liabilities as at December 31, 2015 of $3,233,749 were comparable to
the balance of $3,248,984 at December 31, 2014. Amounts receivable as at
December 31, 2015 were $974,822 compared to $344,416 at December 31, 2014. The
increase in amounts receivable was due mainly to the recording of expected
refundable tax credits on research and development activities and refundable
withholding taxes in the year ended December 31, 2015.

- 13 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

We are indebted to the Federal Economic Development Agency for
Southern Ontario, or FedDev, under a non-interest bearing contribution agreement
and are making monthly repayments of $9,586 through November 2019. As at
December 31, 2015, the balance repayable is $440,935. The loan payable was
discounted using an estimated market interest rate of 15%. Interest expense
accretes on the discounted loan amount until it reaches its face value at
maturity.

As at December 31, 2015, we have a deferred lease inducement of
$348,205 for a new facility lease. The inducement benefit will be recognized
over the expected term of the lease.

We have a long-term liability of $60,109 related to certain
discontinued technologies. This liability was discounted using an estimated
market interest rate of 15% and interest expense is accreting.

Cash flows from operating activities

Cash used in operating activities increased to $18,298,112 for
the year ended December 31, 2015, compared to $7,448,068 for the year ended
December 31, 2014, due mainly to higher research and development expenses in the
current year.

Cash flows from investing activities

Cash used in investing activities totaled $750,382 for the year
ended December 31, 2015, compared to cash provided by investing activities of
$352,995 for the year ended December 31, 2014. The increase was due to higher
purchases of property and equipment compared to the prior year.

Cash flows from financing activities

Cash provided by financing activities totaled $73,642,984 for
the year ended December 31, 2015, compared to $803,623 for the year ended
December 31, 2014. The increase was due mainly to the completion of an
underwritten public offering of common shares and non-voting convertible
preferred shares in April 2015.

Contractual Obligations and Contingencies

We enter into research, development and license agreements in
the ordinary course of business where we receive research services and rights to
proprietary technologies. Milestone and royalty payments that may become due
under various agreements are dependent on, among other factors, clinical trials,
regulatory approvals and ultimately the successful development of a new drug,
the outcome and timing of which is uncertain.

Under the license agreement for SIRPαFc, we have future
contingent milestones payable of $35,000 related to successful patent grants,
$100,000, $200,000 and $300,000 on the first patient dosed in phase I, II and
III trials respectively, and regulatory milestones on their first achievement
totalling $5,000,000.We are also required to pay 20% of any sublicensing
revenues to the licensors on the first $50 million of sublicensing revenues, and
pay 15% of any sublicensing revenues to the licensors after the first $50
million of sublicensing revenue received.

Under two agreements with Catalent pursuant to which we
acquired the right to use a proprietary expression system for the manufacture of
two SIRPαFc constructs, we have future contingent milestones on pre-marketing
approval of up to U.S. $875,000 and aggregate sales milestone payments of up to
U.S. $28.8 million for each agreement.

- 14 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

We periodically enter into research and license agreements with
third parties that include indemnification provisions customary in the industry.
These guarantees generally require us to compensate the other party for certain
damages and costs incurred as a result of claims arising from research and
development activities undertaken by or on our behalf. In some cases, the
maximum potential amount of future payments that could be required under these
indemnification provisions could be unlimited. These indemnification provisions
generally survive termination of the underlying agreement. The nature of the
indemnification obligations prevents us from making a reasonable estimate of the
maximum potential amount it could be required to pay. Historically, we have not
made any indemnification payments under such agreements and no amount has been
accrued in our audited consolidated financial statements with respect to these
indemnification obligations.

Other than as disclosed below, we did not have any contractual
obligations relating to long-term debt obligations, capital (finance) lease
obligations, operating lease obligations, purchase obligations or other
long-term liabilities reflected on our balance sheet as at December 31, 2015:

|                                    |  |   |            |  |   | Payment due by period |  |   |           | 
|----------------------------------- |  | - | ---------- |  | - | --------------------- |  | - | --------- | 
|                                    |  |   |            |  |   | Less than             |  |   | 1 to 3    | 
|Contractual Obligations(1)(2)       |  |   | Total      |  |   | 1 year                |  |   | years     | 
|Long-Term Debt Obligations(3)       |  | $ | 440,935    |  | $ | 105,446               |  | $ | 230,064   | 
|Capital (Finance) Lease Obligations |  |   | -          |  |   | -                     |  |   | -         | 
|Operating Lease Obligations(4)      |  |   | 2,510,227  |  |   | 266,435               |  |   | 457,882   | 
|Purchase Obligations(5)             |  |   | 8,614,808  |  |   | 4,788,286             |  |   | 3,826,522 | 
|Other Long-Term Liabilities         |  |   |            |  |   |                       |  |   |           | 
|Reflected on our Balance Sheet(6)   |  |   | 309,634    |  |   | 249,525               |  |   | 60,109    | 
|                                    |  | $ | 11,875,604 |  | $ | 5,409,692             |  | $ | 4,574,577 | 

Notes:

|(1) | Contractual obligations in the above table do not include
      amounts in accounts payable and accrued liabilities on our balance sheet
      as at December 31, 2015. Annual technology license fees currently
      approximating $50,000 are not included in the above table.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                  
|(2) | Contingent milestones under the UHN license agreement and
      the Catalent expression system agreements are not included in the above
      table.                                                                                                                             
|    |                                                                                                                                                                                                                                                                                  
|(3) | Amounts due to FedDev repayable in equal monthly
      installments of $9,586 through November 2019.                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                  
|(4) | Includes operating lease obligations for laboratory and
      office facilities.                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                  
|(5) | Purchase obligations represent significant research and
      development contracts and other commitments that include the clinical
      research organization agreement for conducting the Phase I trial, and
      other preclinical and manufacturing activities.            
|    |                                                                                                                                                                                                                                                                                  
|(6) | Long-term liability related to the cessation of the
      development of our regenerative medicine products.                                                                                                                                                                     

- 15 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Description of Share Capital

The continuity of the number of our issued and outstanding
common and preferred shares for the year ended December 31, 2014, the year ended
December 31, 2015, and to the date of this MD&A is presented below:

|                                                  |  | Number of Series I |   |  | Number of Series II |   |  | Number of     |  
|------------------------------------------------- |  | ------------------ | - |  | ------------------- | - |  | ------------- | -
|                                                  |  | Preferred Shares(1 | ) |  | Preferred Shares(2  | ) |  | Common Shares |  
|                                                  |  |                    |   |  |                     |   |  |               |  
|Balance December 31, 2013                         |  | 77,895,165         |   |  | -                   |   |  | 121,752,380   |  
|Consolidation 1 for 30                            |  | -                  |   |  | -                   |   |  | (117,693,972  | )
|Issued on exercise of stock options               |  | -                  |   |  | -                   |   |  | 2,614         |  
|Issued on exercise of warrants                    |  | -                  |   |  | -                   |   |  | 86,540        |  
|Preferred shares converted to common shares       |  | (8,390,476         | ) |  | -                   |   |  | 279,682       |  
|Balance at December 31, 2014                      |  | 69,504,689         |   |  | -                   |   |  | 4,427,244     |  
|Issued on exercise of stock options               |  | -                  |   |  | -                   |   |  | 6,666         |  
|Issued on exercise of warrants                    |  | -                  |   |  | -                   |   |  | 1,087,603     |  
|Issued in public offering                         |  | -                  |   |  | 1,077,605           |   |  | 1,750,754     |  
|Preferred shares
      converted to common shares |  | (15,716,110        | ) |  | -                   |   |  | 523,870       |  
|Balance at December 31, 2015                      |  | 53,788,579         |   |  | 1,077,605           |   |  | 7,796,137     |  
|Preferred shares
      converted to common shares |  | (562,388           | ) |  | -                   |   |  | 18,746        |  
|Balance at the date of this MD&A                  |  | 53,226,191         |   |  | 1,077,605           |   |  | 7,814,883     |  

Notes:

|(1) | Convertible at a ratio of 30 Series I Preferred Shares
      for one common share. 
|--- | -----------------------------------------------------------------------------------
|(2) | Convertible at a ratio of one Series II Preferred Share
      for one common share.

Share capital issued for the year
ended December 31, 2015

On April 7, 2015, we completed an underwritten public offering
of common shares and non-voting convertible preferred shares in the United
States. In the offering, we sold 1,750,754 common shares and 1,077,605 Series II
Non-Voting Convertible First Preferred Shares at a price of U.S. $19.50 per
share, including 228,359 common shares sold pursuant to the full exercise of the
underwriters option to purchase additional common shares. The gross proceeds
from this offering were $68,875,067 (U.S. $55,153,000) before deducting offering
expenses of $4,913,443.

During the year ended December 31, 2015, 1,087,603 common
shares were issued on the exercise of 32,628,425 warrants for proceeds of
$9,515,154 and 6,666 stock options were exercised for proceeds of $49,995.

During the year ended December 31, 2015, 15,716,110 Series I
First Preferred Shares were converted into 523,870 common shares.

Share capital issued  for the year ended December 31,
2014

On November 14, 2014, we consolidated our outstanding common
shares issuing one post-consolidated share for each 30 pre-consolidated shares.
All references in this MD&A to the number of common shares, deferred share
units and stock options refer to the post-consolidation amounts.

During the year ended December 31, 2014, 2,596,251 warrants
were exercised for 86,540 common shares and for proceeds of $946,813 and 2,614
stock options were exercised for proceeds of $19,600. Also, 909,091 warrants
issued in March 2011 expired unexercised.

During the year ended December 31, 2014, 8,390,476 Series I
First Preferred Shares were converted into 279,682 common shares.

- 16 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Warrants

As a result of the November 14, 2014 common share
consolidation, the ratio of the number of warrants exercisable for one common
share was adjusted from one warrant for one common share to 30 warrants for
one common share. The number of warrants outstanding was not adjusted.

The continuity of the number of issued and outstanding warrants
for the year ended December 31, 2014, the year ended December 31, 2015, and to
the date of this MD&A is presented below:

|                                                             |  | Number of   |  
|------------------------------------------------------------ |  | ----------- | -
|                                                             |  | Warrants    |  
|                                                             |  |             |  
|Balance December 31, 2013                                    |  | 142,230,123 |  
|Exercised                                                    |  | (2,596,251  | )
|Expired                                                      |  | (909,091    | )
|Balance at December 31, 2014                                 |  | 138,724,781 |  
|Exercised                                                    |  | (32,628,425 | )
|Balance at
      December 31, 2015 and the date of this MD&A |  | 106,096,356 |  

The following table shows the number of warrants outstanding,
the exercise prices, and the number of common shares issuable on exercise of the
warrants and the exercise price per common share for 30 warrants at December 31,
2015:

|                   |  |             |  |   |          |  |  | Number of     |  |   | Exercise     |  
|------------------ |  | ----------- |  | - | -------- |  |  | ------------- |  | - | ------------ | -
|                   |  |             |  |   |          |  |  | Common shares |  |   | Price per    |  
|                   |  | Number of   |  |   | Exercise |  |  | Issuable      |  |   | Common Share |  
|Expiry
      dates |  | Warrants    |  |   | Price    |  |  | on Exercise   |  |   | (30 Warrants | )
|                   |  |             |  |   |          |  |  |               |  |   |              |  
|March 15, 2018     |  | 9,213,780   |  | $ | 0.40     |  |  | 307,126       |  | $ | 12.00        |  
|March 27, 2018     |  | 300,000     |  | $ | 0.40     |  |  | 10,000        |  | $ | 12.00        |  
|December 13, 2018  |  | 96,582,576  |  | $ | 0.28     |  |  | 3,219,419     |  | $ | 8.40         |  
|Total              |  | 106,096,356 |  |   |          |  |  | 3,536,545     |  |   |              |  

Our board of directors authorized or ratified the issuances of
the warrants set forth in the table above and the issuance of one common share
upon the due exercise of every 30 warrants in accordance with its terms and the
receipt by us of the designated exercise price payable in respect of the share
prior to the time of expiry on the designated expiry date.

Stock Options

We have a 10% rolling stock option plan, or the 2014 Stock
Option Plan, which was approved by our shareholders at our annual general
meeting held on May 27, 2014. Pursuant to the 2014 Stock Option Plan, we may
grant stock options to purchase up to an aggregate of 10% of our issued and
outstanding common shares plus 10% of the total number of common shares into
which the outstanding First Preferred Shares may be converted. Options granted
under the 2014 Stock Option plan are equity-settled, have a vesting period of
four years and have a maximum term of ten years. As at December 31, 2015, the
Company was entitled to issue an additional 87,048 stock options under the 2014
Stock Option Plan.

- 17 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

The continuity of the number of issued and outstanding stock
options for the year ended December 31, 2014, the years ended December 31, 2015,
and to the date of this MD&A is presented below:

|                                                                |  | Number of |   |   | Weighted Average | 
|--------------------------------------------------------------- |  | --------- | - | - | ---------------- | 
|                                                                |  | Options   |   |   | Exercise Price   | 
|                                                                |  |           |   |   |                  | 
|Balance December 31, 2013                                       |  | 97,372    |   | $ | 9.94             | 
|Granted                                                         |  | 499,883   |   |   | 9.78             | 
|Exercised                                                       |  | (2,614    | ) |   | 7.50             | 
|Cancelled/
      forfeited                                      |  | (4,500    | ) |   | 16.58            | 
|Balance at December 31, 2014                                    |  | 590,141   |   |   | 9.76             | 
|Granted                                                         |  | 347,359   |   |   | 21.40            | 
|Exercised                                                       |  | (6,666    | ) |   | 7.50             | 
|Cancelled/forfeited                                             |  | (3,000    | ) |   | 30.00            | 
|Balance at December 31, 2015 and at the date of this
      MD&A |  | 927,834   |   | $ | 14.07            | 

Deferred Share Unit Plan

Our shareholders approved the 2014 DSU Plan on May 27, 2014.
The 2014 DSU Plan is intended to promote a greater alignment of long-term
interests between our non-executive directors and executive officers and our
shareholders through the issuance of DSUs. Since the value of a DSU increases or
decreases with the market price of the common shares, DSUs reflect a philosophy
of aligning the interests of directors and executive officers with those of the
shareholders by tying compensation to share price performance. The Board of
Directors intends to use DSUs issued under the 2014 DSU Plan, as well as stock
options issued under the 2014 Stock Option Plan, as part of our overall director
and executive officer compensation program. A total of 28,777 units were issued
during the year ended December 31, 2014 and 23,011 units were issued during the
year ended December 31, 2015 for payment of director fees. We had 51,788 units
outstanding as at December 31, 2015. We have reserved for issuance up to 66,667
common shares under the 2014 DSU Plan.

Fully Diluted Share Capital

The number of issued and outstanding common shares, Series I
First Preferred Shares, Series II First Preferred Shares warrants, stock options
and DSUs on a fully converted basis as at December 31, 2015 was as follows:

|                                                    |  | Number of common  | 
|--------------------------------------------------- |  | ----------------- | 
|                                                    |  | share equivalents | 
|                                                    |  |                   | 
|Common shares                                       |  | 7,796,137         | 
|Series I First Preferred Shares                     |  | 1,792,953         | 
|Series II First Preferred Shares                    |  | 1,077,605         | 
|Warrants                                            |  | 3,536,545         | 
|Stock options                                       |  | 927,834           | 
|Deferred share
      units                          |  | 51,788            | 
|Fully diluted common shares as at December 31, 2015 |  | 15,182,862        | 

- 18 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Shareholder Rights Plan

On October 17, 2013 our shareholders adopted a shareholder
rights plan, or the 2013 Rights Plan, and approved certain amendments on May 27,
2014, or the Rights Plan Amendment, and which together with the 2013 Rights Plan
may be referred to as the Rights Plan. The Rights Plan is designed to provide
adequate time for the Board of Directors and the shareholders to assess an
unsolicited takeover bid for the Company, to provide the Board of Directors with
sufficient time to explore and develop alternatives for maximizing shareholder
value if a takeover bid is made, and to provide shareholders with an equal
opportunity to participate in a takeover bid and receive full and fair value for
their common shares. The Rights Plan will expire at the close of our annual
meeting of shareholders in 2016.

The rights issued under the Rights Plan initially attach to and
trade with the common shares and no separate certificates will be issued unless
an event triggering these rights occurs. The rights will become exercisable only
when a person, including any party related to it, acquires or attempts to
acquire 20% or more of the outstanding common shares without complying with the
Permitted Bid provisions of the Rights Plan or without approval of the Board
of Directors. Should such an acquisition occur or be announced, each right
would, upon exercise, entitle a rights holder, other than the acquiring person
and related persons, to purchase common shares at an approximate 50% discount to
the market price at the time.

Under the Rights Plan, a Permitted Bid is a bid made to all
holders of the common shares and which is open for acceptance for not less than
60 days. If at the end of 60 days at least 50% of the outstanding common shares,
other than those owned by the offeror and certain related parties have been
tendered, the offeror may take up and pay for the common shares but must extend
the bid for a further 10 days to allow other shareholders to tender. The
issuance of common shares upon the exercise of the rights is subject to receipt
of certain regulatory approvals.

Related Parties

For the years ended December 31, 2015 and 2014, our key
management personnel were the Board of Directors, Chief Executive Officer, Chief
Financial Officer, Chief Scientific Officer, Chief Medical Officer, and Chief
Development Officer.

Compensation for our key management personnel for the years
ended December 31, 2015 and 2014 was as follows:

|                                       |  | 2015      |  |  | 2014      | 
|-------------------------------------- |  | --------- |  |  | --------- | 
|                                       |  | **$**     |  |  | $         | 
|                                       |  |           |  |  |           | 
|Salaries, fees and short-term benefits |  | 2,595,536 |  |  | 1,708,717 | 
|Share-based
      compensation         |  | 2,433,710 |  |  | 2,281,561 | 
|                                       |  | 5,029,246 |  |  | 3,990,278 | 

Executive officers and directors participate in the 2014 Stock
Option Plan and the 2014 DSU Plan, and officers participate in our benefit
plans. Directors receive annual fees for their services. As at December 31,
2015, the key management personnel controlled less than 1% of our voting shares.

Outstanding balances with related parties at the period-end are
unsecured, interest free and settlement occurs in cash. There have been no
guarantees provided or received for any related party receivables or payables.
For the years ended December 31, 2015 and 2014, $0 and $7,916, respectively, was
paid to a former director for consulting fees.

- 19 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Trend Information

Historical patterns of expenditures cannot be taken as an
indication of future expenditures. The amount and timing of expenditures and
therefore liquidity and capital resources vary substantially from period to
period depending on the number of research and development programs being
undertaken at any one time, the stage of the development programs, the timing of
significant expenditures for manufacturing, toxicology and pharmacology studies
and clinical trials, and the availability of funding from investors and
prospective commercial partners.

Selected Annual Financial Information

2015$
    2014$
    2013$Interest income
    488,486
    378,692
    44,113Net loss
    14,733,699
    12,881,820
    4,289,308Net loss per share
    2.22
    3.06
    3.16Total assets
    90,039,468
    28,186,032
    35,087,386Total long-term
      liabilities
    678,700
    353,293
    446,313


In 2013 we acquired the SIRPαFc program and raised capital in
December 2013 to take the program forward into IND-enabling studies. In 2014, we
significantly increased our research and development activities including
manufacturing and preclinical studies resulting in a higher net loss in 2014. We
raised additional funds in April 2015 and completed manufacturing, IND-enabling
studies and submitted our IND for a first-in-human trial of SIPRaFc in 2015. The
net loss for the year ended December 31, 2015 included a net foreign exchange
gain of $6,106,703 that resulted mainly from holding U.S. denominated cash with
a strengthening U.S. dollar exchange rate. Interest income increased in 2014 and
2015 due mainly to higher average cash balances. Although a higher net loss in
2014 and 2015, the net loss per share decreased due to a higher issued and
outstanding number of common shares issued in the two financings. Total assets
increased significantly in 2015 as the April 2015 financing raised net proceeds
of $64.0 million. Long-term liabilities increased in 2015 due mainly to
long-term lease inducements on a new office and laboratory facility that will be
recognized over the expected lease term.

Selected Quarterly Financial Information

2015
    Q4-2015$
    Q3-2015$
    Q2-2015$
    Q1-2015$Revenue
    -
    -
    -
    -Research and development expenses
    4,365,583
    4,954,811
    4,713,316
    4,016,381General and administrative expenses
    891,541
    721,549
    966,438
    604,819Net loss for the
      period
    2,988,843
    1,505,979
    5,568,564
    4,670,313Basic and diluted net loss per share*
    0.40
    0.21
    0.80
    0.98Cash
    86,770,542
    89,082,852
    89,545,097
    25,702,189


- 20 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

2014
    Q4-2014$
    Q3-2014$
    Q2-2014$
    Q1-2014$Revenue
    -
    -
    -
    -Research and development expenses
    3,834,947
    2,089,977
    3,105,402
    1,565,482General and administrative expenses
    439,846
    500,072
    1,075,961
    561,581Net loss for the
      period
    4,214,862
    2,526,527
    4,100,371
    2,040,060Basic and diluted net loss per share*
    0.97
    0.60
    0.99
    0.50Cash
    26,165,056
    27,754,378
    30,041,001
    31,864,387


*Note: Loss per share has been
calculated for all periods on a post-share consolidation basis.

Research and development expenses increased through 2014 as the
SRIPaFc development program advanced and were higher in 2015 due to higher costs
associated with IND-enabling toxicology studies, preparing the IND submission
and initiating the Phase I clinical trial. Research and development expenses for
the second quarter of 2014 were higher due to higher non-cash share-based
compensation and the recognition of an impairment charge on return of the
tigecycline rights back to UHN. General and administrative expenses for the
second quarter of 2014 were higher due mainly to higher non-cash share-based
compensation expenses and costs associated with migrating to the TSX. General
and administrative costs for the second quarter of 2015 were higher than the
first quarter of 2015 due mainly to the issuance of DSUs for director fees. The
net loss for the third and fourth quarters of 2015 were lower due mainly to net
foreign exchange gains of $4,019,251 and $2,163,429, respectively, that resulted
mainly from holding U.S. denominated cash with a strengthening U.S. dollar
exchange rate.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have, or
are reasonably likely to have, a current or future effect on our financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.

Quantitative & Qualitative Disclosures About Market
Risk

Fair Value

IFRS 13, Fair Value Measurement provides a hierarchy of
valuation techniques based on whether the inputs to those valuation techniques
are observable or unobservable. Observable inputs are those which reflect market
data obtained from independent sources, while unobservable inputs reflects our
assumptions with respect to how market participants would price an asset or
liability. These two inputs used to measure fair value fall into the following
three different levels of the fair value hierarchy:

Level 1 Quoted prices in active markets
for identical instruments that are observable.

Level 2 Quoted prices in active markets
for similar instruments; inputs other than quoted prices that are observable and
derived from or corroborated by observable market data.

Level 3 Valuations derived from
valuation techniques in which one or more significant inputs are unobservable.

The hierarchy requires the use of observable market data when
available.

- 21 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

We have classified cash and marketable securities as Level 1.
The loan payable has been classified as Level 2.

Cash, marketable securities, amounts receivable, accounts
payable and accrued liabilities, and other current liabilities, due within one
year, are all short-term in nature and, as such, their carrying values
approximate fair values. The fair value of the non-current loan payable and
long-term liability is estimated by discounting the expected future cash flows
at the cost of money to us, which is equal to its carrying value.

Risks

We are exposed to credit risk, liquidity risk, interest rate
risk and currency risk. Our Board of Directors has overall responsibility for
the establishment and oversight of our risk management framework. The Audit
Committee is responsible for reviewing our risk management policies.

Credit risk

Credit risk is the risk of financial loss to the Company if a
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Companys cash and amounts
receivable. The carrying amount of these financial assets represents the maximum
credit exposure. The Company follows an investment policy to mitigate against
the deterioration of principal and to enhance the Companys ability to meet its
liquidity needs. Cash is on deposit with major Canadian chartered banks and the
Company invests in high grade short-term instruments. Amounts receivable are
primarily comprised of amounts due from the federal government.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to
meet its financial obligations as they fall due. The Company is a development
stage company and is reliant on external fundraising to support its operations.
Once funds have been raised, the Company manages its liquidity risk by investing
in cash and short-term instruments to provide regular cash flow for current
operations. It also manages liquidity risk by continuously monitoring actual and
projected cash flows. The Board of Directors reviews and approves the Companys
operating and capital budgets, as well as any material transactions not in the
ordinary course of business. The majority of the Companys accounts payable and
accrued liabilities have maturities of less than three months.

Interest rate risk

Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because of changes in market
interest rates. The Company holds its cash in bank accounts or high interest
savings accounts which have a variable rate of interest. The Company manages its
interest rate risk by holding highly liquid short-term instruments and by
holding its investments to maturity, where possible. For the years ended
December 31, 2015 and 2014, the Company earned interest income of $488,486 and
$378,692, respectively. Therefore, a 1% change in the average interest rate for
the years ended December 31, 2015 and 2014, would have a net impact on finance
income of $4,885 and $3,787, respectively.

- 22 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Currency risk

The Company is exposed to currency risk related to the
fluctuation of foreign exchange rates and the degree of volatility of those
rates. Currency risk is limited to the portion of the Companys business
transactions denominated in currencies other than the Canadian dollar which are
primarily expenses in US dollars. As at December 31, 2015 and 2014, the Company
held US dollar cash in the amount of US$44,547,591 and US$142,558 and had US
dollar denominated accounts payable and accrued liabilities in the amount of
US$1,033,319 and US$1,910,430, respectively. Therefore, a 1% change in the
foreign exchange rate would have a net impact on finance costs as at December
31, 2015 and 2014 of $435,143 and $17,679, respectively.

US dollar expenses for the years ended December 31, 2015 and
2014 were approximately US$8,700,000 and US$3,260,000, respectively. Varying the
US exchange rate for the years ended December 31, 2015 and 2014 to reflect a 5%
strengthening of the Canadian dollar would have decreased the net loss by
approximately $435,000 and $163,000, respectively, assuming that all other
variables remained constant.

Implications of Being an Emerging Growth Company

We are an emerging growth company under the U.S. Jumpstart
Our Business Startups Act of 2012, or the JOBS Act, and will continue to qualify
as an emerging growth company until the earliest to occur of: (a) the last day
of the fiscal year during which we have total annual gross revenues of
$1,000,000,000 (as such amount is indexed for inflation every 5 years by the
SEC) or more; (b) the last day of our fiscal year following the fifth
anniversary of the date of the first sale of our common shares pursuant to an
effective registration statement under the Securities Act; (c) the date on which
we have, during the previous 3-year period, issued more than $1,000,000,000 in
non-convertible debt; or (d) the date on which we are deemed to be a large
accelerated filer, as defined in Rule 12b2 of the Exchange Act.

Generally, a company that registers any class of its securities
under Section 12 of the Exchange Act is required to include in the second and
all subsequent annual reports filed by it under the Exchange Act, a management
report on internal control over financial reporting and, subject to an exemption
available to companies that meet the definition of a smaller reporting company
in Rule 12b-2 under the Exchange Act, an auditor attestation report on
managements assessment of the companys internal control over financial
reporting. However, for so long as we continue to qualify as an emerging growth
company, we will be exempt from the requirement to include an auditor
attestation report in our annual reports filed under the Exchange Act, even if
we do not qualify as a smaller reporting company. In addition, Section
103(a)(3) of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, has been
amended by the JOBS Act to provide that, among other things, auditors of an
emerging growth company are exempt from any rules of the Public Company
Accounting Oversight Board requiring mandatory audit firm rotation or a
supplement to the auditors report in which the auditor would be required to
provide additional information about the audit and the financial statements of
the company.

Any U.S. domestic issuer that is an emerging growth company is
able to avail itself of the reduced disclosure obligations regarding executive
compensation in periodic reports and proxy statements, and to not present to its
shareholders a non-binding advisory vote on executive compensation, obtain
approval of any golden parachute payments not previously approved, or present
the relationship between executive compensation actually paid and our financial
performance. So long as we are a foreign private issuer, we are not subject to
such requirements, and will not become subject to such requirements even if we
were to cease to be an emerging growth company.

As a reporting issuer under the securities legislation of the
Canadian provinces of Ontario, British Columbia, Manitoba, Nova Scotia and
Alberta, we are required to comply with all new or revised accounting standards
that apply to Canadian public companies. Pursuant to Section 107(b) of the JOBS
Act, an emerging growth company may elect to utilize an extended transition
period for complying with new or revised accounting standards for public
companies until such standards apply to private companies. We have elected not
to utilize this extended transition period.

- 23 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS
requires management to make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, revenue and expenses and the related disclosures of contingent
assets and liabilities and the determination of the Companys ability to
continue as a going concern. Actual results could differ materially from these
estimates and assumptions. The Company reviews its estimates and underlying
assumptions on an ongoing basis. Revisions are recognized in the period in which
the estimates are revised and may impact future periods.

The areas involving a higher degree of judgment or complexity,
or areas where assumptions and estimates are significant to the financial
statements have been set out in Note 2 of our annual audited consolidated
financial statements for the year ended December 31, 2015.

Accounting Policies

Our significant accounting policies are outlined in our annual
audited consolidated financial statements for the year ended December 31, 2015.
This MD&A should be read in conjunction with the annual audited consolidated
financial statements for the year ended December 31, 2015.

New standards and interpretations not yet
effective

IFRS 9 Financial Instruments

In October 2010, the IASB published amendments to IFRS 9
Financial Instruments, or IFRS 9, which provides added guidance on the
classification and measurement of financial liabilities. In July 2014, the IASB
issued its final version of IFRS 9, which completes the classification and
measurement, impairment and hedge accounting phases of the IASBs project to
replace IAS 39. The final standard is mandatorily effective for annual periods
beginning on or after January 1, 2018, with earlier application permitted. We
are reviewing the standard to determine the impact that the adoption of this
standard may have on the consolidated financial statements.

IFRS 15 Revenue from Contracts with Customers

In May 2014, the IASB issued IFRS 15 Revenue from Contracts
with Customers, or IFRS 15, which covers principles for reporting about the
nature, amount, timing and uncertainty of revenue and cash flows arising from
contracts with customers. IFRS 15 is effective for annual periods beginning on
or after January 1, 2018. Entities will transition following either a full or
modified retrospective approach. We are reviewing the standard to determine the
impact that the adoption of this standard may have on the consolidated financial
statements.

IFRS 16 Leases

In January 2016, the IASB has issued IFRS 16 Leases, or IFRS
16, its new leases standard that requires lessees to recognize assets and
liabilities for most leases on their balance sheets. Lessees applying IFRS 16
will have a single accounting model for all leases, with certain exemptions.
Lessor accounting is substantially unchanged. The new standard will be effective
from January 1, 2019 with limited early application permitted. We have not yet
begun the process of evaluating the impact of this standard on our consolidated
financial statements.

Other accounting standards or amendments to existing accounting
standards that have been issued, but have future effective dates, are either not
applicable or are not expected to have a significant impact on our consolidated
financial statements.

- 24 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

RISK FACTORS

An investment in our common shares involves a high degree of
risk and should be considered speculative. An investment in our common shares
should only be undertaken by those persons who can afford the total loss of
their investment. You should carefully consider the risks and uncertainties
described below, as well as other information contained in this MD&A. The
risks and uncertainties below are not the only ones we face. Additional risks
and uncertainties not presently known to us or that we believe to be immaterial
may also adversely affect our business. If any of the following risks occur, our
business, financial condition and results of operations could be seriously
harmed and you could lose all or part of your investment. Further, if we fail to
meet the expectations of the public market in any given period, the market price
of our common shares could decline. We operate in a highly competitive
environment that involves significant risks and uncertainties, some of which are
outside of our control.

Risks Related to our Business and our Industry

We expect to incur future losses and we may never become
profitable.

We have incurred losses of $14.7 million, $12.9 million and
$4.3 million for the years ended December 31, 2015, 2014, and 2013,
respectively, and expect to incur an operating loss for the year ending December
31, 2015. We have an accumulated deficit since inception through December 31,
2015 of $65.3 million. We believe that operating losses will continue as we are
planning to incur significant costs associated with the clinical development of
SIRPαFc. Our net losses have had and will continue to have an adverse effect on,
among other things, our shareholders equity, total assets and working capital.
We expect that losses will fluctuate from quarter to quarter and year to year,
and that such fluctuations may be substantial. We cannot predict when we will
become profitable, if at all.

We currently have no product revenue and will not be able
to maintain our operations and research and development without additional
funding.

To date, we have generated no product revenue and cannot
predict when and if we will generate product revenue. Our ability to generate
product revenue and ultimately become profitable depends upon our ability, alone
or with partners, to successfully develop our product candidates, obtain
regulatory approval, and commercialize products, including any of our current
product candidates, or other product candidates that we may develop, in-license
or acquire in the future. We do not anticipate generating revenue from the sale
of products for the foreseeable future. We expect our research and development
expenses to increase in connection with our ongoing activities, particularly as
we advance our product candidates through clinical trials.

Our prospects depend on the success of our product
candidates which are at early stages of development, and we may not generate
revenue for several years, if at all, from these products.

Given the early stage of our product development, we can make
no assurance that our research and development programs will result in
regulatory approval or commercially viable products. To achieve profitable
operations, we, alone or with others, must successfully develop, gain regulatory
approval, and market our future products. We currently have no products that
have been approved by the U.S. Food and Drug Administration, or FDA, Health
Canada, or HC, or any similar regulatory authority. To obtain regulatory
approvals for our product candidates being developed and to achieve commercial
success, clinical trials must demonstrate that the product candidates are safe
for human use and that they demonstrate efficacy. While we have commenced a
phase I trial for SIRPαFc, we have not yet completed a phase I clinical trial or
subsequent required clinical trials.

Many product candidates never reach the stage of clinical
testing and even those that do have only a small chance of successfully
completing clinical development and gaining regulatory approval. Product
candidates may fail for a number of reasons, including, but not limited to,
being unsafe for human use or due to the failure to provide therapeutic benefits
equal to or better than the standard of treatment at the time of testing.
Unsatisfactory results obtained from a particular study relating to a research
and development program may cause us or our collaborators to abandon commitments
to that program. Positive results of early preclinical research may not be
indicative of the results that will be obtained in later stages of preclinical
or clinical research. Similarly, positive results from early-stage clinical
trials may not be indicative of favorable outcomes in later-stage clinical
trials. We can make no assurance that any future studies, if undertaken, will
yield favorable results.

We recently acquired several preclinical and discovery research
programs in our acquisition of Fluorinov, including certain assets relating to
the treatment of central nervous system disorders. While we conducted extensive
due diligence before making this acquisition, our assessment of the Fluorinov
technologies may not be accurate. Therefore, our expectations about whether
various clinical and regulatory milestones with an existing Fluorinov compound
or development of a future program on the Fluorinov development platform will be
achieved may not be borne out fully or at all. We have made a commitment to
attempt to
monetize the Fluorinov central nervous system assets and, if successful, to share the net proceeds
with the Fluorinov vendors. As this is not a core competency of the Company, our
efforts to monetize these assets or any other Fluorinov assets may not be
successful. We can make no assurances that toxicology, or other preclinical,
studies will yield results that will allow us to proceed with clinical trials in
humans.

- 25 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

The early stage of our product development makes it
particularly uncertain whether any of our product development efforts will prove
to be successful and meet applicable regulatory requirements, and whether any of
our product candidates will receive the requisite regulatory approvals, be
capable of being manufactured at a reasonable cost or be successfully marketed.
If we are successful in developing our current and future product candidates
into approved products, we will still experience many potential obstacles such
as the need to develop or obtain manufacturing, marketing and distribution
capabilities. If we are unable to successfully commercialize any of our
products, our financial condition and results of operations may be materially
and adversely affected.

We rely and will continue to rely on third parties to
plan, conduct and monitor our preclinical studies and clinical trials, and their
failure to perform as required could cause substantial harm to our
business.

We rely and will continue to rely on third parties to conduct a
significant portion of our preclinical and clinical development activities.
Preclinical activities include in vivo studies providing access to specific
disease models, pharmacology and toxicology studies, and assay development.
Clinical development activities include trial design, regulatory submissions,
clinical patient recruitment, clinical trial monitoring, clinical data
management and analysis, safety monitoring and project management. If there is
any dispute or disruption in our relationship with third parties, or if they are
unable to provide quality services in a timely manner and at a feasible cost,
our active development programs will face delays. Further, if any of these third
parties fails to perform as we expect or if their work fails to meet regulatory
requirements, our testing could be delayed, cancelled or rendered
ineffective.

We rely on contract manufacturers over whom we have
limited control. If we are subject to quality, cost or delivery issues with the
preclinical and clinical grade materials supplied by contract manufacturers, our
business operations could suffer significant harm.

We have limited manufacturing experience and rely on contract
manufacturing organizations, or CMOs to manufacture our product candidates for
larger preclinical studies and clinical trials. We produce small quantities of
our product candidates at bench scale in our laboratory facilities for use in
smaller preclinical studies. We rely on CMOs for manufacturing, filling,
packaging, storing and shipping of drug product in compliance with cGMP
regulations applicable to our products. The FDA ensures the quality of drug
products by carefully monitoring drug manufacturers compliance with cGMP
regulations. The cGMP regulations for drugs contain minimum requirements for the
methods, facilities and controls used in manufacturing, processing and packing
of a drug product.

We contracted with Catalent for the manufacture of the SIRPαFc
protein to supply drug product for our phase I clinical trial. The manufacture
of recombinant proteins uses well established processes including a protein
expression system. Catalent is producing SIRPαFc using their proprietary GPEx®
expression system. We believe that Catalent has the capacity, the systems, and
the experience to supply SIRPαFc for our phase I clinical trial and we may
consider using Catalent for manufacturing for later clinical trials. However,
since the Catalent manufacturing facility where SIRPαFc is being produced was
only recently established, it has not been inspected by the FDA. Any
manufacturing failures or delays or compliance issues could cause delays in the
conduct of SIRPαFc preclinical studies and clinical trials.

There can be no assurances that CMOs will be able to meet our
timetable and requirements. We have not contracted with alternate suppliers in
the event Catalent is unable to scale up production, or if Catalent otherwise
experiences any other significant problems. If we are unable to arrange for
alternative third-party manufacturing sources on commercially reasonable terms
or in a timely manner, we may be delayed in the development of our product
candidates. Further, contract manufacturers must operate in compliance with cGMP
and failure to do so could result in, among other things, the disruption of
product supplies. Our dependence upon third parties for the manufacture of our
products may adversely affect our profit margins and our ability to develop and
deliver products on a timely and competitive basis.

- 26 -

---

|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

If clinical trials of our product candidates fail to
demonstrate safety and efficacy to the satisfaction of regulatory authorities or
do not otherwise produce positive results, we would incur additional costs or
experience delays in completing, or ultimately be unable to complete, the
development and commercialization of our product candidates.

Before obtaining marketing approval from regulatory authorities
for the sale of our product candidates, we must conduct preclinical studies in
animals and extensive clinical trials in humans to demonstrate the safety and
efficacy of the product candidates. Clinical testing is expensive and difficult
to design and implement, can take many years to complete and has uncertain
outcomes. The outcome of preclinical studies and early clinical trials may not
predict the success of later clinical trials, and interim results of a clinical
trial do not necessarily predict final results. A number of companies in the
pharmaceutical and biotechnology industries have suffered significant setbacks
in advanced clinical trials due to lack of efficacy or unacceptable safety
profiles, notwithstanding promising results in earlier trials. We do not know
whether the clinical trials we may conduct will demonstrate adequate efficacy
and safety to result in regulatory approval to market any of our product
candidates in any jurisdiction. A product candidate may fail for safety or
efficacy reasons at any stage of the testing process. A major risk we face is
the possibility that none of our product candidates under development will
successfully gain market approval from the FDA or other regulatory authorities,
resulting in us being unable to derive any commercial revenue from them after
investing significant amounts of capital in multiple stages of preclinical and
clinical testing.

If we experience delays in clinical testing, we will be
delayed in commercializing our product candidates, and our business may be
substantially harmed.

We cannot predict whether any clinical trials will begin as
planned, will need to be restructured, or will be completed on schedule, or at
all. Our product development costs will increase if we experience delays in
clinical testing. Significant clinical trial delays could shorten any periods
during which we may have the exclusive right to commercialize our product
candidates or allow our competitors to bring products to market before us, which
would impair our ability to successfully commercialize our product candidates
and may harm our financial condition, results of operations and prospects. The
commencement and completion of clinical trials for our products may be delayed
for a number of reasons, including delays related, but not limited, to:

| |  | failure by regulatory authorities to grant permission to
      proceed or placing the clinical trial on hold;                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | patients failing to enroll or remain in our trials at the
      rate we expect;                                                                                                                                                                                                                                                           
| |  | suspension or termination of clinical trials by
      regulators for many reasons, including concerns about patient safety or
      failure of our contract manufacturers to comply with cGMP requirements;                                                                                                                               
| |  | any changes to our manufacturing process that may be
      necessary or desired;                                                                                                                                                                                                                                                          
| |  | delays or failure to obtain clinical supply from contract
      manufacturers of our products necessary to conduct clinical trials;                                                                                                                                                                                                       
| |  | product candidates demonstrating a lack of safety or
      efficacy during clinical trials;                                                                                                                                                                                                                                               
| |  | patients choosing an alternative treatment for the
      indications for which we are developing any of our product candidates or
      participating in competing clinical trials;                                                                                                                                                       
| |  | patients failing to complete clinical trials due to
      dissatisfaction with the treatment, side effects or other reasons;                                                                                                                                                                                                              
| |  | reports of clinical testing on similar technologies and
      products raising safety and/or efficacy concerns;                                                                                                                                                                                                                           
| |  | competing clinical trials and scheduling conflicts with
      participating clinicians;                                                                                                                                                                                                                                                   
| |  | clinical investigators not performing our clinical trials
      on their anticipated schedule, dropping out of a trial, or employing
      methods not consistent with the clinical trial protocol, regulatory
      requirements or other third parties not performing data collection and
      analysis in a timely or accurate manner;

- 27 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

| |  | failure of our contract research organizations, or CROs,
      to satisfy their contractual duties or meet expected deadlines;                                                                                                                                                                                                                         
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | inspections of clinical trial sites by regulatory
      authorities or Institutional Review Boards, or IRBs, or ethics committees
      finding regulatory violations that require us to undertake corrective
      action, resulting in suspension or termination of one or more sites or the
      imposition of a clinical hold on the entire study;
| |  | one or more IRBs or ethics committees rejecting,
      suspending or terminating the study at an investigational site, precluding
      enrollment of additional subjects, or withdrawing its approval of the
      trial; or                                                                                                                          
| |  | failure to reach agreement on acceptable terms with
      prospective clinical trial sites.                                                                                                                                                                                                                                                            

Our product development costs will increase if we experience
delays in testing or approval or if we need to perform more or larger clinical
trials than planned. Additionally, changes in regulatory requirements and
policies may occur, and we may need to amend study protocols to reflect these
changes. Amendments may require us to resubmit our study protocols to regulatory
authorities or IRBs or ethics committees for re-examination, which may impact
the cost, timing or successful completion of that trial. Delays or increased
product development costs may have a material adverse effect on our business,
financial condition and prospects.

If we have difficulty enrolling patients in clinical
trials, the completion of the trials may be delayed or cancelled.

As our product candidates advance from preclinical testing to
clinical testing, and then through progressively larger and more complex
clinical trials, we will need to enroll an increasing number of patients that
meet our eligibility criteria. There is significant competition for recruiting
cancer patients in clinical trials, and we may be unable to enroll the patients
we need to complete clinical trials on a timely basis or at all. The factors
that affect our ability to enroll patients are largely uncontrollable and
include, but are not limited to, the following:

| |  | size and nature of the patient population;                                         
| | - | -----------------------------------------------------------------------------------
| |  | eligibility and exclusion criteria for the
      trial;                            
| |  | design of the study protocol;                                                      
| |  | competition with other companies for clinical
      sites or patients;             
| |  | the perceived risks and benefits of the product
      candidate under study;       
| |  | the patient referral practices of physicians;
      and                            
| |  | the number, availability, location and
      accessibility of clinical trial sites.

If we are unable to successfully develop companion
diagnostics for our therapeutic product candidates, or experience significant
delays in doing so, we may not achieve marketing approval or realize the full
commercial potential of our therapeutic product candidates.

We may develop companion diagnostics for our therapeutic
product candidates. We expect that, at least in some cases, regulatory
authorities may require the development and regulatory approval of a companion
diagnostic as a condition to approving our therapeutic product candidates. We
have limited experience and capabilities in developing or commercializing
diagnostics and plan to rely in large part on third parties to perform these
functions. We have not begun to develop companion diagnostics for any of our
therapeutic product candidates.

Companion diagnostics are subject to regulation by the FDA, HC,
and comparable foreign regulatory authorities as medical devices and may require
separate regulatory approval or clearance prior to commercialization. If we, or
any third parties that we engage to assist us, are unable to successfully
develop companion diagnostics for our therapeutic product candidates, or
experience delays in doing so, our business may be substantially harmed.

Regulatory approval processes are lengthy, expensive and
inherently unpredictable. Our inability to obtain regulatory approval for our
product candidates would substantially harm our business.

Our development and commercialization activities and product
candidates are significantly regulated by a number of governmental entities,
including the FDA, HC, and comparable authorities in other countries. Regulatory
approvals are required prior to each clinical trial and we may fail to obtain
the necessary approvals to commence or continue clinical testing. We must comply
with regulations concerning the manufacture, testing, safety, effectiveness,
labeling, documentation, advertising, and sale of products and product
candidates and ultimately must obtain regulatory approval before we can
commercialize a product candidate. The time required to obtain approval by such
regulatory authorities is unpredictable but typically takes many years following
the commencement of preclinical studies and clinical trials. Any analysis of
data from clinical activities we perform is subject to confirmation and
interpretation by regulatory authorities, which could delay, limit or prevent
regulatory approval. Even if we believe results from our clinical trials are
favorable to support the marketing of our product candidates, the FDA or other
regulatory authorities may disagree. In addition, approval policies,
regulations, or the type and amount of clinical data necessary to gain approval
may change during the course of a product candidates clinical development and
may vary among jurisdictions. We have not obtained regulatory approval for any
product candidate and it is possible that none of our existing product
candidates or any future product candidates will ever obtain regulatory
approval.

- 28 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

We could fail to receive regulatory approval for our product
candidates for many reasons, including, but not limited to:

| |  | disagreement with the design or implementation of our
      clinical trials;                                                                                                                   
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | failure to demonstrate that a product candidate is safe
      and effective for its proposed indication;                                                                                       
| |  | failure of clinical trials to meet the level of
      statistical significance required for approval;                                                                                          
| |  | failure to demonstrate that a product candidates
      clinical and other benefits outweigh its safety risks;                                                                                 
| |  | disagreement with our interpretation of data from
      preclinical studies or clinical trials;                                                                                                
| |  | the insufficiency of data collected from clinical trials
      of our product candidates to support the submission and filing of a BLA or
      other submission to obtain regulatory approval;
| |  | deficiencies in the manufacturing processes or the
      failure of facilities of CMOs with whom we contract for clinical and
      commercial supplies to pass a pre-approval inspection; or  
| |  | changes in the approval policies or regulations that
      render our preclinical and clinical data insufficient for approval.                                                                 

A regulatory authority may require more information, including
additional preclinical or clinical data to support approval, which may delay or
prevent approval and our commercialization plans, or we may decide to abandon
the development program. If we were to obtain approval, regulatory authorities
may approve any of our product candidates for fewer or more limited indications
than we request, may grant approval contingent on the performance of costly
post-marketing clinical trials, or may approve a product candidate with a label
that does not include the labeling claims necessary or desirable for the
successful commercialization of that product candidate. Moreover, depending on
any safety issues associated with our product candidates that garner approval,
the FDA may impose a risk evaluation and mitigation strategy, thereby imposing
certain restrictions on the sale and marketability of such products.

We will require additional capital to finance our
operations, which may not be available to us on acceptable terms, or at all. As
a result, we may not complete the development and commercialization of our
product candidates or develop new product candidates.

As a research and development company, our operations have
consumed substantial amounts of cash since inception. We expect to spend
substantial funds to continue the research, development and testing of our
product candidates and to prepare to commercialize products subject to FDA
approval in the U.S. and similar approvals in other jurisdictions. We will also
require significant additional funds if we expand the scope of our current
clinical plans for the SIRPαFc program or if we were to acquire any new assets
and advance their development. Therefore, for the foreseeable future, we will
have to fund all of our operations and development expenditures from cash on
hand, equity or debt financings, through collaborations with other biotechnology
or pharmaceutical companies or through financings from other sources. We expect
that our existing cash at December 31, 2015 of $86,770,542 will enable us to
fund our current operating plan requirements for at least the next twelve
months. Additional financing will be required to meet our long term liquidity
needs. If we do not succeed in raising additional funds on acceptable terms, we
might not be able to complete planned preclinical studies and clinical trials or
pursue and obtain approval of any product candidates from the FDA and other
regulatory authorities. It is possible that future financing will not be
available or, if available, may not be on favorable terms. The availability of
financing will be affected by the achievement of our corporate goals, the
results of scientific and clinical research, the ability to obtain regulatory
approvals, the state of the capital markets generally and with particular
reference to drug development companies, the status of strategic alliance
agreements and other relevant commercial considerations. If adequate funding is
not available, we may be required to delay, reduce or eliminate one or more of
our product development programs, or obtain funds through corporate partners or
others who may require us to relinquish significant rights to product candidates
or obtain funds on less favorable terms than we would otherwise accept. To the
extent that external sources of capital become limited or unavailable or
available on onerous terms, our intangible assets and our ability to continue
our clinical development plans may become impaired, and our assets, liabilities,
business, financial condition and results of operations may be materially or
adversely affected.

- 29 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

We face competition from other biotechnology and
pharmaceutical companies and our financial condition and operations will suffer
if we fail to effectively compete.

The biotechnology and pharmaceutical industries are intensely
competitive and subject to rapid and significant technological change. Our
competitors include large, well-established pharmaceutical companies,
biotechnology companies, and academic and research institutions developing
cancer therapeutics for the same indications we are targeting and competitors
with existing marketed therapies. Many other companies are developing or
commercializing therapies to treat the same diseases or indications for which
our product candidates may be useful. Although there are no approved therapies
that specifically target the CD47 pathway, some competitors use therapeutic
approaches that may compete directly with our product candidates. For example,
SIRPαFc is in direct competition with CD47 blocking antibodies from Stanford
University, Celgene Corporation, and Novimmune SA.

Many of our competitors have substantially greater financial,
technical and human resources than we do and have significantly greater
experience than us in conducting preclinical testing and human clinical trials
of product candidates, scaling up manufacturing operations and obtaining
regulatory approvals of products. Accordingly, our competitors may succeed in
obtaining regulatory approval for products more rapidly than we do. Our ability
to compete successfully will largely depend on:

| |  | the efficacy and safety profile of our product candidates
      relative to marketed products and other product candidates in development;       
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our ability to develop and maintain a competitive
      position in the product categories and technologies on which we focus;                   
| |  | the time it takes for our product candidates to complete
      clinical development and receive marketing approval;                              
| |  | our ability to obtain required regulatory approvals;                                                                                             
| |  | our ability to commercialize any of our product
      candidates that receive regulatory approval;                                               
| |  | our ability to establish, maintain and protect
      intellectual property rights related to our product candidates; and                         
| |  | acceptance of any of our product candidates that receive
      regulatory approval by physicians and other healthcare providers and
      payers.

Competitors have developed and may develop technologies that
could be the basis for products that challenge the differentiated nature and
potential for best-in-class product development programs and discovery research
capabilities of Fluorinov. Some of those products may have an entirely different
approach or means of accomplishing the desired therapeutic effect than our
products and may be more effective or less costly than our products. The success
of our competitors and their products and technologies relative to our
technological capabilities and competitiveness could have a material adverse
effect on the future pre-clinical and clinical trials of our products, including
our ability to obtain the necessary regulatory approvals for the conduct of such
trials. This may further negatively impact our ability to generate future
product development programs with improved pharmacological properties using
Fluorinov technology.

- 30 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

If we are not able to compete effectively against our current
and future competitors, our business will not grow and our financial condition
and operations will substantially suffer.

We heavily rely on the capabilities and experience of our
key executives and scientists and the loss of any of them could affect our
ability to develop our products.

The loss of Dr. Niclas Stiernholm, our President and Chief
Executive Officer, or other key members of our staff, including Dr. Robert Uger,
our Chief Scientific Officer, Dr. Eric Sievers, our Chief Medical Officer, James
Parsons, our Chief Financial Officer, Dr. Penka Petrova, our Chief Development
Officer, or Dr. Malik Slassi, our Senior Vice President, Discovery Research
could harm us. We have employment agreements with Drs. Stiernholm, Uger,
Sievers, Petrova and Slassi and Mr. Parsons, although such employment agreements
do not guarantee their retention. We also depend on our scientific and clinical
collaborators and advisors, all of whom have outside commitments that may limit
their availability to us. In addition, we believe that our future success will
depend in large part upon our ability to attract and retain highly skilled
scientific, managerial, medical, clinical and regulatory personnel, particularly
as we expand our activities and seek regulatory approvals for clinical trials.
We enter into agreements with our scientific and clinical collaborators and
advisors, key opinion leaders and academic partners in the ordinary course of
our business. We also enter into agreements with physicians and institutions who
will recruit patients into our clinical trials on our behalf in the ordinary
course of our business. Notwithstanding these arrangements, we face significant
competition for these types of personnel from other companies, research and
academic institutions, government entities and other organizations. We cannot
predict our success in hiring or retaining the personnel we require for
continued growth. The loss of the services of any of our executive officers or
other key personnel could potentially harm our business, operating results or
financial condition.

Our employees may engage in misconduct or other improper
activities, including noncompliance with regulatory standards and requirements,
which could have a material adverse effect on our business.

We are exposed to the risk of employee fraud or other
misconduct. Misconduct by employees could include failures to comply with FDA
regulations, provide accurate information to the FDA, comply with manufacturing
standards we have established, comply with federal and state health-care fraud
and abuse laws and regulations, report financial information or data accurately
or disclose unauthorized activities to us. In particular, sales, marketing and
business arrangements in the healthcare industry are subject to extensive laws
and regulations intended to prevent fraud, kickbacks, self-dealing, and other
abusive practices. These laws and regulations may restrict or prohibit a wide
range of pricing, discounting, marketing and promotion, sales commission,
customer incentive programs and other business arrangements. Employee misconduct
could also involve the improper use of information obtained in the course of
clinical trials, which could result in regulatory sanctions and serious harm to
our reputation. If any such actions are instituted against us, and we are not
successful in defending ourselves or asserting our rights, those actions could
have a substantial impact on our business and results of operations, including
the imposition of substantial fines or other sanctions.

We may expand our business through the acquisition of
companies or businesses or by entering into collaborations or by in-licensing
product candidates, each of which could disrupt our business and harm our
financial condition.

We have in the past and may in the future seek to expand our
pipeline and capabilities by acquiring one or more companies or businesses,
entering into collaborations, or in-licensing one or more product candidates.
For example, in January 2016, we acquired Fluorinov, a small molecule medicinal
chemistry company with preclinical oncology assets and a potential discovery
platform. In April 2013, we in-licensed tigecycline which was subsequently
returned to the UHN in 2014. Acquisitions, collaborations and in-licenses
involve numerous risks, including, but not limited to:

| |  | substantial cash expenditures;                            
| | - | ----------------------------------------------------------
| |  | technology development risks;                             
| |  | potentially dilutive issuances of equity
      securities;

- 31 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

| |  | incurrence of debt and contingent liabilities, some of
      which may be difficult or impossible to identify at the time of
      acquisition;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------
| |  | difficulties in assimilating the operations of the
      acquired companies;                                                                   
| |  | potential disputes regarding contingent consideration;                                                                                         
| |  | diverting our managements attention away from other
      business concerns;                                                                  
| |  | entering markets in which we have limited or no direct
      experience; and                                                                   
| |  | potential loss of our key employees or key employees of
      the acquired companies or businesses.                                            

We have experience in making acquisitions, entering
collaborations, and in-licensing product candidates, however, we cannot provide
assurance that any acquisition, collaboration or in-license will result in
short-term or long-term benefits to us. We may incorrectly judge the value or
worth of an acquired company or business or in-licensed product candidate. In
addition, our future success would depend in part on our ability to manage the
rapid growth associated with some of these acquisitions, collaborations and
in-licenses. We cannot provide assurance that we would be able to successfully
combine our business with that of acquired businesses, manage a collaboration or
integrate in-licensed product candidates. Furthermore, the development or
expansion of our business may require a substantial capital investment by
us.

Negative results from clinical trials or studies of
others and adverse safety events involving the targets of our products may have
an adverse impact on our future commercialization efforts.

From time to time, studies or clinical trials on various
aspects of biopharmaceutical products are conducted by academic researchers,
competitors or others. The results of these studies or trials, when published,
may have a significant effect on the market for the biopharmaceutical product
that is the subject of the study. The publication of negative results of studies
or clinical trials or adverse safety events related to our product candidates,
or the therapeutic areas in which our product candidates compete, could
adversely affect our share price and our ability to finance future development
of our product candidates, and our business and financial results could be
materially and adversely affected.

We face the risk of product liability claims, which could
exceed our insurance coverage and produce recalls, each of which could deplete
our cash resources.

We are exposed to the risk of product liability claims alleging
that use of our product candidates caused an injury or harm. These claims can
arise at any point in the development, testing, manufacture, marketing or sale
of our product candidates and may be made directly by patients involved in
clinical trials of our product candidates, by consumers or healthcare providers
or by individuals, organizations or companies selling our products. Product
liability claims can be expensive to defend, even if the product or product
candidate did not actually cause the alleged injury or harm.

Insurance covering product liability claims becomes
increasingly expensive as a product candidate moves through the development
pipeline to commercialization. We currently maintain clinical trial liability
insurance coverage of $10 million. However, there can be no assurance that such
insurance coverage is or will continue to be adequate or available to us at a
cost acceptable to us or at all. We may choose or find it necessary under our
collaborative agreements to increase our insurance coverage in the future. We
may not be able to secure greater or broader product liability insurance
coverage on acceptable terms or at reasonable costs when needed. Any liability
for damages resulting from a product liability claim could exceed the amount of
our coverage, require us to pay a substantial monetary award from our own cash
resources and have a material adverse effect on our business, financial
condition and results of operations. Moreover, a product recall, if required,
could generate substantial negative publicity about our products and business,
inhibit or prevent commercialization of other products and product candidates or
negatively impact existing or future collaborations.

In addition, some of our licensing and other agreements with
third parties require or might require us to maintain product liability
insurance. If we cannot maintain acceptable amounts of coverage on commercially
reasonable terms in accordance with the terms set forth in these agreements, the
corresponding agreements would be subject to termination, which could have a
material adverse impact on our operations.

- 32 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

We may not achieve our publicly announced milestones
according to schedule, or at all.

From time to time, we may announce the timing of certain events
we expect to occur, such as the anticipated timing of results from our clinical
trials. These statements are forward-looking and are based on the best estimates
of management at the time relating to the occurrence of such events. However,
the actual timing of such events may differ from what has been publicly
disclosed. The timing of events such as initiation or completion of a clinical
trial, filing of an application to obtain regulatory approval, or announcement
of additional clinical trials for a product candidate may ultimately vary from
what is publicly disclosed. These variations in timing may occur as a result of
different events, including the nature of the results obtained during a clinical
trial or during a research phase, problems with a CMO or a CRO or any other
event having the effect of delaying the publicly announced timeline. We
undertake no obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise, except as
otherwise required by law. Any variation in the timing of previously announced
milestones could have a material adverse effect on our business plan, financial
condition or operating results and the trading price of common shares.

We are exposed to the financial risk related to the
fluctuation of foreign exchange rates and the degrees of volatility of those
rates.

We may be adversely affected by foreign currency fluctuations.
To date, we have been primarily funded through issuances of equity, proceeds
from the exercise of warrants and stock options and from interest income on
funds available for investment, which are all denominated both in Canadian and
U.S. dollars. Also, a growing portion of our expenditures are in U.S. dollars,
and we are therefore subject to foreign currency fluctuations which may, from
time to time, impact our financial position and results of operations.

Risks Related to Intellectual Property

If we are unable to adequately protect and enforce our
intellectual property, our competitors may take advantage of our development
efforts or acquired technology and compromise our prospects of marketing and
selling our key products.

We control two patent families relating to SIRPα. One family
relates to the use of SIRPα to treat cancer. The other family relates our drug
as a composition of matter, SIRPαFc.

More recently, we acquired the patent portfolio of Fluorinov,
which embraces patent filings that cover eleven different inventions. With the
exception of one process scheme, these patent filings each claim a family of
small molecule drugs as compositions of matter, together with claims for their
production and their medical uses. These drugs target cancer for the most part,
and some related medical end-uses.

Our success will depend in part upon our ability to protect our
intellectual property and proprietary technologies and upon the nature and scope
of the intellectual property protection we receive. For example, some of our
patent portfolio covers primarily methods of medical use but not compositions of
matter. The ability to compete effectively and to achieve partnerships will
depend on our ability to develop and maintain proprietary aspects of our
technology and to operate without infringing on the proprietary rights of
others. The presence of such proprietary rights of others could severely limit
our ability to develop and commercialize our products, to conduct our existing
research and could require financial resources to defend litigation, which may
be in excess of our ability to raise such funds. There is no assurance that our
pending patent applications or those that we intend to acquire will be approved
in a form that will be sufficient to protect our proprietary technology and gain
or keep any competitive advantage that we may have.

- 33 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

The patent positions of pharmaceutical companies can be highly
uncertain and involve complex legal, scientific and factual questions for which
important legal principles remain unresolved. Patents issued to us or our
respective licensors may be challenged, invalidated or circumvented. To the
extent our intellectual property, including licensed intellectual property,
offers inadequate protection, or is found to be invalid or unenforceable, we are
exposed to a greater risk of direct competition. If our intellectual property
does not provide adequate protection against our competitors products, our
competitive position could be adversely affected, as could our business,
financial condition and results of operations. Both the patent application
process and the process of managing patent disputes can be time consuming and
expensive, and the laws of some foreign countries may not protect our
intellectual property rights to the same extent as do the laws of Canada and the
United States.

We will be able to protect our intellectual property from
unauthorized use by third parties only to the extent that our proprietary
technologies, key products, and any future products are covered by valid and
enforceable intellectual property rights including patents or are effectively
maintained as trade secrets, and provided we have the funds to enforce our
rights, if necessary.

If we lose our licenses from third-party owners we may be
unable to continue a substantial part of our business.

We are party to licenses that give us rights to intellectual
property that is necessary or useful for a substantial part of our business.
Pursuant to our exclusive license agreement with UHN and the Hospital for Sick
Children, or HSC, under which we license certain patent rights for our key
products and their uses, we are required to use commercially reasonable efforts
to commercialize products based on the licensed rights and pay certain royalties
and sublicensing revenue to UHN and HSC. These licenses require that we pay
development milestone payments, regulatory milestone payments, royalties on net
sales, and sublicensing revenues, as well as annual maintenance fees.

We have also entered into agreements allowing us to manufacture
SIRPαFc using Catalents proprietary GPEx® expression system. The consideration
includes payments at the time we successfully reach a series of development and
sales milestones. We may also enter into licenses in the future to access
additional third-party intellectual property.

If we fail to pay annual maintenance fees, development and
sales milestones, or it is determined that we did not use commercially
reasonable efforts to commercialize licensed products, we could lose our
licenses which could have a material adverse effect on our business and
financial condition.

We may require additional third-party licenses to
effectively develop and manufacture our key products and are currently unable to
predict the availability or cost of such licenses.

A substantial number of patents have already been issued to
other biotechnology and pharmaceutical companies. To the extent that valid
third-party patent rights cover our products or services, we or our strategic
collaborators would be required to seek licenses from the holders of these
patents in order to manufacture, use or sell these products and services, and
payments under them would reduce our profits from these products and services.
We are currently unable to predict the extent to which we may wish or be
required to acquire rights under such patents, the availability and cost of
acquiring such rights, and whether a license to such patents will be available
on acceptable terms or at all. There may be patents in the U.S. or in foreign
countries or patents issued in the future that are unavailable to license on
acceptable terms. Our inability to obtain such licenses may hinder or eliminate
our ability to manufacture and market our products.

- 34 -

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Changes in patent law and its interpretation could
diminish the value of patents in general, thereby impairing our ability to
protect our product candidates.

As is the case with other biotechnology and pharmaceutical
companies, our success is heavily dependent on intellectual property rights,
particularly patents. Obtaining and enforcing patents in the biopharmaceutical
industry involves technological and legal complexity, and obtaining and
enforcing biopharmaceutical patents is costly, time-consuming and inherently
uncertain. The U.S. Supreme Court has ruled on several patent cases in recent
years, either narrowing the scope of patent protection available in certain
circumstances or weakening the rights of patent owners in certain situations. In
addition to increasing uncertainty with regard to our and our licensors or
collaborators ability to obtain patents in the future, this combination of
events has created uncertainty with respect to the value of patents, once
obtained. Depending on decisions by the U.S. Congress, the federal courts, and
the U.S. Patent and Trademark Office, or USPTO, the laws and regulations
governing patents could change in unpredictable ways that would weaken our and
our licensors or collaborators ability to obtain new patents or to enforce
existing patents and patents we and our licensors or collaborators may obtain in
the future.

Recent patent reform legislation could increase the
uncertainties and costs surrounding the prosecution of our and our licensors or
collaborators patent applications and the enforcement or defense of our or our
licensors or collaborators issued patents. On September 16, 2011, the
Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law.
The Leahy-Smith Act includes a number of significant changes to U.S. patent law.
These include provisions that affect the way patent applications are prosecuted
and may also affect patent litigation. The USPTO recently developed new
regulations and procedures to govern administration of the Leahy-Smith Act, and
many of the substantive changes to patent law associated with the Leahy-Smith
Act, and in particular, the first to file provisions, only became effective on
March 16, 2013. Accordingly, it is not clear what, if any, impact the
Leahy-Smith Act will have on the operation of our business. However, the
Leahy-Smith Act and its implementation could increase the uncertainties and
costs surrounding the prosecution of our or our licensors or collaborators
patent applications and the enforcement or defense of our or our licensors or
collaborators issued patents, all of which could have a material adverse effect
on our business and financial condition.

Litigation regarding patents, patent applications, and
other proprietary rights may be expensive, time consuming and cause delays in
the development and manufacturing of our key products.

Our success will depend in part on our ability to operate
without infringing the proprietary rights of third parties. The pharmaceutical
industry is characterized by extensive patent litigation. Other parties may
have, or obtain in the future, patents and allege that the use of our
technologies infringes these patent claims or that we are employing their
proprietary technology without authorization.

In addition, third parties may challenge or infringe upon our
existing or future patents. Proceedings involving our patents or patent
applications or those of others could result in adverse decisions regarding:

| |  | the patentability of our inventions relating to
      our key products; and/or                                 
| | - | ---------------------------------------------------------------------------------------------------------------
| |  | the enforceability, validity, or scope of
      protection offered by our patents relating to our key products.

If we are unable to avoid infringing the patent rights of
others, we may be required to seek a license, defend an infringement action, or
challenge the validity of the patents in court. Regardless of the outcome,
patent litigation is costly and time consuming. In some cases, we may not have
sufficient resources to bring these actions to a successful conclusion. In
addition, if we do not obtain a license, develop or obtain non-infringing
technology, fail to defend an infringement action successfully or have infringed
patents declared invalid, we may:

| |  | incur substantial monetary damages;                                              
| | - | ---------------------------------------------------------------------------------
| |  | encounter significant delays in bringing our
      key products to market; and/or

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

| |  | be precluded from participating in the
      manufacture, use or sale of our key products or methods of treatment
      requiring licenses.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------

Even if we are successful in these proceedings, we may incur
substantial costs and divert management time and attention in pursuing these
proceedings, which could have a material adverse effect on us.

Our reliance on third parties requires us to share our
trade secrets, which increases the possibility that a competitor will discover
them.

Because we rely on third parties to develop our products, we
must share trade secrets with them. We seek to protect our proprietary
technology in part by entering into confidentiality agreements and, if
applicable, material transfer agreements, collaborative research agreements,
consulting agreements or other similar agreements with our collaborators,
advisors, employees and consultants prior to beginning research or disclosing
proprietary information. These agreements typically restrict the ability of our
collaborators, advisors, employees and consultants to publish data potentially
relating to our trade secrets. Our academic collaborators typically have rights
to publish data, provided that we are notified in advance and may delay
publication for a specified time in order to secure our intellectual property
rights arising from the collaboration. In other cases, publication rights are
controlled exclusively by us, although in some cases we may share these rights
with other parties. We also conduct joint research and development programs
which may require us to share trade secrets under the terms of research and
development collaboration or similar agreements. Despite our efforts to protect
our trade secrets, our competitors may discover our trade secrets, either
through breach of these agreements, independent development or publication of
information including our trade secrets in cases where we do not have
proprietary or otherwise protected rights at the time of publication. A
competitors discovery of our trade secrets may impair our competitive position
and could have a material adverse effect on our business and financial
condition.

Risks Related to Our Common Shares

Our common share price has been volatile in recent years,
and may continue to be volatile.

The market prices for securities of biopharmaceutical
companies, including ours, have historically been volatile. In the year ended
December 31, 2015, our common shares traded on the TSX, at a high of $37.27 and
a low of $10.50 per share. In the year ended December 31, 2014, on the TSXV/TSX
our common shares traded at a high of $22.20 and a low of $6.30 per share. A
number of factors could influence the volatility in the trading price of our
common shares, including changes in the economy or in the financial markets,
industry related developments, the results of product development and
commercialization, changes in government regulations, and developments
concerning proprietary rights, litigation and cash flow. Our quarterly losses
may vary because of the timing of costs for manufacturing, preclinical studies
and clinical trials. Also, the reporting of adverse safety events involving our
products and public rumors about such events could cause our share price to
decline or experience periods of volatility. Each of these factors could lead to
increased volatility in the market price of our common shares. In addition,
changes in the market prices of the securities of our competitors may also lead
to fluctuations in the trading price of our common shares.

We have never paid dividends and do not expect to do so
in the foreseeable future.

We have not declared or paid any cash dividends on our common
or preferred shares to date. The payment of dividends in the future will be
dependent on our earnings and financial condition in addition to such other
factors as our board of directors considers appropriate. Unless and until we pay
dividends, shareholders may not receive a return on their shares. There is no
present intention by our board of directors to pay dividends on our shares.

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

Future sales or issuances of equity securities and the
conversion of outstanding securities to common shares could decrease the value
of the common shares, dilute investors voting power, and reduce our earnings
per share.

We may sell additional equity securities in future offerings,
including through the sale of securities convertible into equity securities, to
finance operations, acquisitions or projects, and issue additional common shares
if outstanding warrants or stock options are exercised, or preferred shares are
converted to common shares, which may result in dilution. See the information in
the section of this MD&A entitled Description of Share Capital for details
of our outstanding securities convertible into common shares. We filed a base
shelf prospectus with securities commissions in Canada and a Form F-10
registration statement with the SEC on May 29, 2015 that provides that we may
sell under the prospectus from time to time over the following 25 months up to
U.S. $100 million, in one or more offerings, of common shares, First Preferred
shares, warrants to purchase common shares, or units comprising a combination of
common shares, First Preferred shares and/or warrants. Subject to receipt of any
required regulatory approvals, subscribers of the December 2013 private
placement who purchased a minimum of 10% of the securities sold under the
offering received rights to purchase our securities in future financings to
enable each such shareholder to maintain their percentage holding in our common
shares for so long as the subscriber holds at least 10% of the outstanding
common shares on a fully-diluted basis. Shareholders who do not have this future
financing participation right may be disadvantaged in participating in such
financings.

Our board of directors has the authority to authorize certain
offers and sales of additional securities without the vote of, or prior notice
to, shareholders. Based on the need for additional capital to fund expected
expenditures and growth, it is likely that we will issue additional securities
to provide such capital. Such additional issuances may involve the issuance of a
significant number of common shares at prices less than the current market price
for our common shares.

Sales of substantial amounts of our securities, or the
availability of such securities for sale, as well as the issuance of substantial
amounts of our common shares upon conversion of outstanding convertible equity
securities, could adversely affect the prevailing market prices for our
securities and dilute investors earnings per share. A decline in the market
prices of our securities could impair our ability to raise additional capital
through the sale of securities should we desire to do so.

We are likely a passive foreign investment company,
which may have adverse U.S. federal income tax consequences for U.S.
shareholders.

U.S. investors should be aware that we believe we were
classified as a passive foreign investment company, or PFIC, during the tax
years ended December 31, 2015 and 2014, and based on current business plans and
financial expectations, we expect that we will be a PFIC for the current tax
year and may be a PFIC in future tax years. If we are a PFIC for any year during
a U.S. shareholders holding period of our common shares, then such U.S.
shareholder generally will be required to treat any gain realized upon a
disposition of our common shares, or any so-called excess distribution
received on our common shares, as ordinary income, and to pay an interest charge
on a portion of such gain or distributions, unless the shareholder makes a
timely and effective qualified electing fund election, or QEFElection,
or a mark-to-market election with respect to our shares. A U.S. shareholder
who makes a QEF Election generally must report on a current basis its share of
our net capital gain and ordinary earnings for any year in which we are a PFIC,
whether or not we distribute any amounts to our shareholders. A U.S. shareholder
who makes the mark-to-market election generally must include as ordinary income
each year the excess of the fair market value of the common shares over the
shareholders adjusted tax basis therein. Each U.S. shareholder should consult
its own tax advisors regarding the PFIC rules and the U.S. federal income tax
consequences of the acquisition, ownership and disposition of our common shares.

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

It may be difficult for non-Canadian investors to obtain
and enforce judgments against us because of our Canadian incorporation and
presence.

We are a corporation existing under the laws of the Province of
Ontario, Canada. Several of our directors and officers, and several of the
experts are residents of Canada, and all or a substantial portion of their
assets, and a substantial portion of our assets, are located outside the United
States. Consequently, although we have appointed an agent for service of process
in the United States, it may be difficult for holders of our securities who
reside in the United States to effect service within the United States upon
those directors and officers, and the experts who are not residents of the
United States. It may also be difficult for holders of our securities who reside
in the United States to realize in the United States upon judgments of courts of
the United States predicated upon our civil liability and the civil liability of
our directors, officers and experts under the United States federal securities
laws. Investors should not assume that Canadian courts (i) would enforce
judgments of United States courts obtained in actions against us or such
directors, officers or experts predicated upon the civil liability provisions of
the United States federal securities laws or the securities or blue sky laws
of any state or jurisdiction of the United States or (ii) would enforce, in
original actions, liabilities against us or such directors, officers or experts
predicated upon the United States federal securities laws or any securities or
blue sky laws of any state or jurisdiction of the United States. In addition,
the protections afforded by Canadian securities laws may not be available to
investors in the United States.

If there are substantial sales of our common shares, the
market price of our common shares could decline.

Sales of substantial numbers of our common shares could cause a
decline in the market price of our common shares. Any sales by existing
shareholders or holders who exercise their warrants or stock options may have an
adverse effect on our ability to raise capital and may adversely affect the
market price of our common shares.

We are an emerging growth company, and we cannot be
certain if the reduced reporting requirements applicable to emerging growth
companies will make our common shares less attractive to investors.

We are an emerging growth company, as defined in the JOBS
Act. For as long as we continue to be an emerging growth company, we may take
advantage of exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies, including not
being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in our periodic reports and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.
We could be an emerging growth company for up to five years, although
circumstances could cause us to lose that status earlier. We cannot predict if
investors will find our common shares less attractive because we may rely on
these exemptions. If some investors find our common shares less attractive as a
result, there may be a less active trading market for our common shares and our
share price may be more volatile.

Any failure to maintain an effective system of internal
controls may result in material misstatements of our consolidated financial
statements or cause us to fail to meet our reporting obligations or fail to
prevent fraud; and in that case, our shareholders could lose confidence in our
financial reporting, which would harm our business and could negatively impact
the price of our common shares.

Effective internal controls are necessary for us to provide
reliable financial reports and prevent fraud. If we fail to maintain an
effective system of internal controls, we might not be able to report our
financial results accurately or prevent fraud; and in that case, our
shareholders could lose confidence in our financial reporting, which would harm
our business and could negatively impact the price of our common shares. While
we believe that we have sufficient personnel and review procedures to allow us
maintain an effective system of internal controls, we cannot provide assurance
that we will not experience potential material weaknesses in our internal
control. Even if we conclude that our internal control over financial reporting
provides reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with International Financial Reporting Standards, as issued by the
International Accounting Standards Board, because of its inherent limitations,
internal control over financial reporting may not prevent or detect fraud or
misstatements. Failure to implement required new or improved controls, or
difficulties encountered in their implementation, could harm our results of
operations or cause us to fail to meet our future reporting obligations.

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

If we fail to timely achieve and maintain the adequacy of our
internal control over financial reporting, we may not be able to produce
reliable financial reports or help prevent fraud. Our failure to achieve and
maintain effective internal control over financial reporting could prevent us
from complying with our reporting obligations on a timely basis, which could
result in the loss of investor confidence in the reliability of our consolidated
financial statements, harm our business and negatively impact the trading price
of our common shares.

As a foreign private issuer, we are not subject to
certain United States securities law disclosure requirements that apply to a
domestic United States issuer, which may limit the information which would be
publicly available to our shareholders.

As a foreign private issuer, we are not required to comply with
all the periodic disclosure requirements of the Exchange Act, and therefore,
there may be less publicly available information about us than if we were a
United States domestic issuer. For example, we are not subject to the proxy
rules in the United States and disclosure with respect to our annual meetings
will be governed by Canadian requirements.

Our charter documents and certain Canadian legislation
could delay or deter a change of control, limit attempts by our shareholders to
replace or remove our current management and limit the market price of our
common shares.

Our authorized preferred shares are available for issuance from
time to time at the discretion of our board of directors, without shareholder
approval. Our articles grant our board of directors the authority to determine
the special rights and restrictions granted to or imposed on any unissued series
of preferred shares, and those rights may be superior to those of our common
shares. Further, the Investment Canada Act subjects any acquisition of control
of a company by a non-Canadian to government review if the value of the assets
as calculated pursuant to the legislation exceeds a threshold amount or in other
circumstances determined at the discretion of the Canadian government. A
reviewable acquisition may not proceed unless the relevant minister is satisfied
that the investment is likely to be of net benefit to Canada and the Canadian
government is satisfied that no other important concerns arise from the
acquisition of control. Any of the foregoing could prevent or delay a change of
control and may deprive or limit strategic opportunities to our shareholders to
sell their shares.

DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL
REPORTING

We have implemented a system of internal controls that we
believe adequately protects our assets and is appropriate for the nature of our
business and the size of our operations. Our internal control system was
designed to provide reasonable assurance that all transactions are accurately
recorded, that transactions are recorded as necessary to permit preparation of
financial statements in accordance with IFRS, and that our assets are
safeguarded.

These internal controls include disclosure controls and
procedures designed to ensure that information required to be disclosed by us is
accumulated and communicated as appropriate to allow timely decisions regarding
required disclosure.

Internal control over financial reporting means a process
designed by or under the supervision of the Chief Executive Officer and the
Chief Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with IFRS as issued by the IASB. The
internal controls are not expected to prevent and detect all misstatements due
to error or fraud.

There were no changes in our internal control over financial
reporting that occurred during the three months ended December 31, 2015 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting. As at December 31, 2015, we have
assessed the effectiveness of our internal control over financial reporting and
disclosure controls and procedures using the Committee of Sponsoring
Organizations of the Treadway Commissions 2013 framework. Based on their
evaluation, the Chief Executive Officer and the Chief Financial Officer have
concluded that these controls and procedures are effective.

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|TRILLIUM THERAPEUTICS INC.                
|------------------------------------------
|                                          
|Managements
      Discussion and Analysis

ADDITIONAL INFORMATION

Additional information for Trillium can be found on SEDAR at
www.sedar.com, on EDGAR at www.sec.gov/edgar.shtml.

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