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Exhibit 99.2



(formerly Stem Cell Therapeutics Corp.)

MANAGEMENTS DISCUSSION AND ANALYSIS

FOR THE YEARS ENDEDDECEMBER 31, 2014 AND 2013

Dated: March 23, 2015





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 23, 2015 for
Trillium Therapeutics Inc. (formerly Stem Cell Therapeutics Corp.) for the years
ended December 31, 2014 and 2013, and should be read in conjunction with the
audited consolidated financial statements and accompanying notes for the years
ended December 31, 2014 and 2013, 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 consolidated financial statements for the
years ended December 31, 2014 and 2013.

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 binding profile of SIRPαFc
  with 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 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 capabilities of existing products and technologies;
- 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.

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

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;
- the risk of patent-related litigation and the ability to protect trade
  secrets; and
- the risk of reduced liquidity and market value decline resulting from a
  potential share consolidation,

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

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.

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

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. We expect to file
an investigational new drug, or IND, application in the third quarter of 2015,
and shortly thereafter commence phase I studies in acute myeloid leukemia, or
AML, and myelodysplastic syndrome, or MDS. In the first phase I study we are
also considering dosing patients with solid tumors or lymphomas who have normal
bone marrow function in order to more clearly assess the potential hematological
toxicity of SIRPαFc. We also plan to continue to conduct preclinical studies in
other liquid and solid tumors to identify future clinical indications.

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 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 plays a critical 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.

Immuno-oncology is altering cancer treatment

While the concept of using the immune system to treat cancer
can trace its roots back to late nineteenth century, it was only recently that
the field of immuno-oncology received validation with the approval of antibodies
that block CTLA-4 (ipilimumab) and PD-1 (pembrolizumab and nivolumab). These
drugs have established the clinical principle that anti-tumor responses can be
induced by interfering with the negative signals that normally shut down immune
responses. The field of immuno-oncology is now regarded as causing a paradigm
shift in cancer treatment and has been predicted by equity research analysts to
generate US$20 to US$44 billion in revenue by the mid-2020s.

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. Following the completion of
  ongoing toxicology studies and cGMP production of our clinical lot, we plan to
  file an IND in the third quarter of 2015 for a first-in-human trial of SIRPαFc
  in AML and MDS patients, and possibly solid tumor or lymphoma patients with
  normal bone marrow function.
- 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 tumors. We plan to carry out the 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
  selectively and opportunistically pursue scientific collaborations with
  academic researchers as well as other companies in order to realize the full
  value proposition of SIRPαFc.

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

- To become a leading integrated immuno-oncology company.
  Developing cancer immunotherapies requires significant experience and
  development expertise. Our experienced management team, board of directors,
  scientific advisory board and in-house capabilities enable us to execute our
  product development plan. We intend to continue to invest in the
  infrastructure and personnel to support our continued growth that will enable
  us to become a leading immuno-oncology company.

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 has 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 a positive 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.

Blocking the CD47 do not eat signal using the
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 the 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.

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

Figure 1, below, illustrates how SIRPαFc blocks the CD47 do
not eat signal.



In addition to their direct anti-tumor activity, macrophages
can also function as antigen-presenting cells and stimulate antigen-specific T
cells. Recent data in mice have demonstrated that CD47 antibody blockade
increases antigen presentation by macrophage and stimulates the development of
anti-tumor cytotoxic T cell responses. We hypothesize that increasing macrophage
phagocytosis by SIRPαFc treatment may also enhance tumor-specific T cell
responses. Thus, SIRPαFc may enhance both the innate (macrophage) and adaptive
(T cell) components of an anti-tumor immune response.

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 acute myeloid leukemia, or AML,
myelodysplastic syndrome, or MDS, chronic myeloid leukemia, or CML, acute
lymphoblastic leukemia, or ALL, diffuse large B cell lymphoma, chronic
lymphocytic leukemia, 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.

In vitro studies with blood cancer lines derived from
ALL, B lymphoma, AML, CML and multiple myeloma patients demonstrated that
SIRPαFc frequently triggered significant macrophage-mediated tumor cell
phagocytosis compared to control treatment.

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

Figure 2, below, shows how SIRPαFc triggers macrophage-mediated
phagocytosis of many different human blood cancer cell lines.



***p<0.0001; **p<0.01; *p<0.05:
NS: 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.

In August 2014, we entered into a collaboration with academic
investigators to explore the therapeutic potential of SIRPαFc in a variety of
solid tumor models. The research is being conducted in the laboratories of Drs.
James Koropatnick and Ting-Yim Lee, at the Lawson Health Research Institute and
the Robarts Research Institute, University of Western Ontario. Our funding is
matched 1:1 by a grant from the Ontario Research Fund  Research Excellence
providing the collaboration with a research budget approximating $600,000. We
are also working with collaborators at from University Health Network, or UHN,
and Hospital for Sick Children, or HSC, and plan to further expand our
collaboration network in 2015.

SIRPαFc for the Treatment of
AML and MDS

We currently expect our first clinical evaluation of a
potential indication for SIRPαFc will be for the treatment of AML and MDS
patients. We may also add solid tumor or lymphoma patients with normal bone
marrow function. AML is the most common type of acute leukemia in adults, with
approximately 13,000 new cases diagnosed each year in the United States. The
majority of AML patients receive induction chemotherapy. In patients under 60
years of age, remission rates of up to 75% can be achieved, and patients with
good-risk or standard-risk chromosomal changes will typically receive
post-remission therapy with high dose cytarabine. However, relapses are common,
and the majority of patients will die from their disease. AML in patients over
60 years of age is very difficult to treat, with five-year survival rates
reported of less than 10%. There is ample evidence that AML is sustained by
leukemic stem cells, or LSCs, and the resistance of these LSCs to conventional
chemotherapy is thought to be responsible for disease relapse. CD47 is
overexpressed by both bulk differentiated AML cancer cells as well as LSCs.

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

MDS is a heterogeneous group of closely related blood disorders
characterized by one or more peripheral blood cytopenias secondary to bone
marrow dysfunction. It is considered a premalignant condition and often
progresses to AML when additional genetic abnormalities are acquired. There are
approximately 13,000 new cases of MDS diagnosed in the United States each year.
The median survival times for MDS patients range from 5.7 years (low risk) to 5
months (high risk).

As described above, AML tumor cells have been shown to have
high levels of CD47, and CD47 expression has been shown to correlate with worse
clinical outcome. Antibody blockade of CD47 has been shown to promote
phagocytosis of AML cells in vitro and promote anti-leukemic activity in mouse
models. CD47 expression has also been shown to be elevated in bone marrow
progenitor cells from high risk MDS patients compared to low risk.

In cell-based experiments, SIRPαFc has been shown to promote
the phagocytosis of patient-derived AML tumor samples. In the absence of SIRPαFc
treatment, human macrophages are poorly phagocytic. However, treatment of tumor
cells with SIRPαFc at doses equal or greater to 10 nanomolar (nM) results in a
dramatic increase in tumor cell phagocytosis. This effect is seen visually using
confocal microscopy and quantified by expressing a phagocytosis index (number of
engulfed tumor cells per 100 macrophages).

Figure 3, below, illustrates how SIRPαFc enables macrophages to
kill human AML tumor cells.




*p<0.01: The p value is a probability value,
with values <0.05 considered statistically significant versus control
treatment.

Since AML is a heterogeneous disease, we assessed the impact of
SIRPαFc on a panel of 10 AML tumor samples isolated from a diverse patient
population at various disease stages and different genetic abnormalities.
SIRPαFc was shown to be active against 9 of these 10 samples, indicating that
the pro-phagocytic effect of SIRPαFc is not restricted to a subset of AML
tumors.

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

Figure 4, below, illustrates how SIRPαFc is active against a
diverse panel of AML samples.



***p<0.0001; **p<0.01; *p<0.05;
NS: 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.

The below table sets forth the AML patient characteristics
supporting the information in Figure 4, above.

Patient
    
    Age
    
    Sex
    
    FAB
      Subtype(1)
    
    Blast (%)(2)80559
    
    68
    
    M
    
    M5a
    
    2080567
    
    69
    
    F
    
    M5a
    
    9090174
    
    41
    
    M
    
    M4
    
    N/A90543
    
    33
    
    M
    
    M2
    
    8290596
    
    69
    
    M
    
    M0
    
    9790650
    
    67
    
    M
    
    M1
    
    9090765
    
    94
    
    F
    
    M2
    
    90100116
    
    66
    
    F
    
    M4
    
    N/A100622
    
    65
    
    F
    
    M4Eo
    
    40100857
    
    73
    
    M
    
    M2
    
    10


Notes:

| | (1) | The French-American-British, or FAB, classification
      system divides AML into eight subtypes, M0 through to M7, based on the
      type of cell from which the leukemia developed and its degree of
      maturity.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Blast (%) refers to the percentage of leukemic
      myeloblasts, or blood cells affected by disease, compared to all blood
      cells in the sample.                                                                 

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

The ability of macrophages to kill normal cells in the presence
of SIRPαFc was also assessed by confocal microscopy. SIRPαFc enabled macrophages
to phagocytose AML tumor cells but spared normal peripheral blood-derived
mononuclear cells. This indicates that SIRPαFc-mediated phagocytosis is tumor
cell-specific, and strongly suggests that a therapeutic window exists in which
SIRPαFc can promote the killing of tumor cells while sparing normal
hematopoietic targets. These results are consistent with similar published data
using CD47 antibodies. The strong selectivity for tumor cells may be due to the
expression of pro-phagocytic eat signals such as calreticulin on malignant
cells but not on normal cells.

Figure 5, below, illustrates how SIRPαFc induces tumor
cell-specific phagocytosis.



*The p value is a probability value, with values
<0.05 considered statistically significant versus control treatment.

The
activity of SIRPαFc was assessed by engrafting AML patient tumor cells into
nonobese diabetic NOD.SCID, or NS, mice. In this model, tumor cells were
injected directly into the bone marrow of an NS mouse and three weeks later
therapy was initiated with SIRPαFc or a control Fc protein. After treating for 4
weeks, the mice were sacrificed and leukemia in the bone marrow (harvested from
the injected and non-injected femurs) and spleen was measured by flow cytometry.
Treatment with SIRPαFc in this model resulted in the reduction of leukemia to
non-detectable levels in all three tissues in most mice. These results are
further validated by independent research demonstrating activity of CD47
blockade using monoclonal antibodies.

Figure 6, below, illustrates how SIRPαFc has potent
anti-leukemic activity in vivo.The information presented in Figure 6 is
based on the treatment of mice with a human SIRPαFc at a dose of 8 mg/kg
intraperitoneal, or IP, three times per week for four weeks, starting 21 days
after engraftment.



The p value is a probability value, with values <0.05
considered statistically significant versus control treatment.

The human
SIRPαFc used in the above model does not bind mouse CD47 and thus does not model
a potential antigen sink effect, whereby drug is rapidly removed from
circulation by binding target on non-tumor (host) cells. To overcome this
limitation, tumor studies were conducted using a mouse surrogate drug that
contains the SIRPα sequence from the NS mouse strain, which has the unusual
property of binding both mouse and human CD47 and thus can be used in studies in
which human tumor cells are transplanted into mice. The mouse surrogate drug was shown to mediate strong anti-leukemic
activity in AML tumor studies, even at relatively low doses (<1 mg/kg). These
data demonstrate that the presence of CD47 target on normal cells does not
interfere with drug activity.

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|Managements
      Discussion and Analysis

Figure 7, below, illustrates how SIRPαFc has strong anti-leukemic
activity even at low doses. The information presented in Figure 7 is based on
the treatment of mice with a mouse SIRPαFc at doses of 0.2, 1 or 5 mg/kg IP for
three times per week for four weeks, starting 21 days after engraftment.



The p value is a probability value, with values <0.05
considered statistically significant versus control treatment.

Additional AML
tumor studies have been conducted, examining various therapeutic dosing
regimens, as well as the effect of different Fc regions. The data continue to
demonstrate significant anti-tumor activity at doses below 1 mg/kg. The results
have also shown that the identity of the Fc region directly impacts in
vivo potency.

Several preliminary non-good laboratory practice safety studies
have been conducted in cynomolgus monkeys. The results have provided supportive
safety and pharmacokinetic data and provided valuable guidance for the design of
our formal IND-enabling toxicology program which commenced in February 2015.

Clinical development plan

Figure 8, below, illustrates the SIRPαFc preclinical
development plan. We have completed production of the SIRPαFc toxicology lots
and commenced formal IND-enabling toxicology studies. We expect to complete
current Good Manufacturing Practice, or cGMP, production of our clinical lot in
the second quarter of 2015 and file an IND in the third quarter of 2015 for a
first-in-human trial of SIRPαFc in AML and MDS patients. The first clinical
study may also involve patients with solid tumors or lymphoma who have normal
bone marrow function.

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|Managements
      Discussion and Analysis



Combination Therapy

SIRPαFc is currently being developed as a monotherapy. However,
we believe that SIRPαFc enhancement of macrophage activity and possibly T cell
responses could be synergistic with other immune-mediated therapies. Studies
conducted by third parties provide evidence that SIRPαFc may be useful in
combination with approved anti-cancer antibodies (e.g., Rituxan®, Herceptin®,
Campath®). 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, cancer
vaccines, oncolytic viruses or chimeric antigen receptor, or CAR, T cells. We
therefore plan to explore SIRPαFc in combination studies using preclinical tumor
models.

Competition - CD47/ AML

SIRPαFc competes directly with CD47 blocking antibodies from
Stanford University and Celgene Corporation, both of which have entered early
clinical development. Novimmune SA also has a bispecific (anti-CD47/anti-CD19)
antibody program, although it is still in the discovery stage.

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 2014, we presented data at the 105th American
Association for Cancer Research annual meeting demonstrating that our SIRPαFc
fusion proteins bind very poorly to human red blood cells, or RBCs, compared to
both commercial anti-CD47 monoclonal antibodies and proprietary CD47-blocking
agents. In Figure 9, below, on the left, we demonstrate the poor binding of
SIRPαFc to RBCs compared to four anti-CD47 antibodies. This profound difference
in binding was not seen with other cell types, including an AML cell line
(AML-2, right side), suggesting it is an RBC-specific phenomenon. Our
observation is consistent with a prior report demonstrating a notable difference
in human RBC binding between CD47 antibody and recombinant SIRPα. Furthermore,
the lack of significant binding of SIRPαFc to RBCs is unique to humans, since SIRPαFc bound strongly to mouse and monkey RBCs. While the
mechanism behind this observation is still under investigation, our preliminary
data suggest that it may relate to unique structural features of CD47 in the
human RBC membrane.

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|Managements
      Discussion and Analysis

Figure 9, below, illustrates how SIRPαFc binds very poorly to
human RBCs compared to CD47 antibodies. The information presented in Figure 9 is
based on the binding of commercially available anti-CD47 monoclonal antibodies
and SIRPαFc to human RBCs (n=14 donors) and AML-2 cells.



The very low RBC binding profile of our SIRPαFc proteins may
provide two important advantages over other CD47 blocking agents. First, there
may be a lower risk of RBC toxicity (anemia) with SIRPαFc. Anemia is a condition
in which the blood is deficient in red blood cells, in hemoglobin, or in total
volume. This potential advantage would translate into improved patient care,
particularly in diseases such as AML where patients are predisposed to
developing anemia. Second, there may be much lower loss of SIRPαFc from
circulation in treated patients compared to CD47 antibodies, which bind strongly
to circulating RBCs. The ability of RBCs to absorb and remove circulating
CD47-specific antibodies, a so called antigen-sink effect, may necessitate
high doses of drug in order to effectively target the tumor cells, which could
lead to potentially higher off-target toxicity. Therefore, SIRPαFc may have a
better safety profile and drug kinetics than CD47-specific antibodies based on
these preclinical analyses.

While there is significant competitive clinical
activity in AML, there are very few agents in development that are pursuing the
same unique mechanism of action (enhancement of macrophage phagocytic activity)
as SIRPαFc. To our knowledge, there are a few parties pursuing CD47-blocking
antibodies, but no one else developing a SIRPαFc protein. In addition, there are
few agents in development targeting AML LSCs. Similar to our targeting of CD47,
we believe other agents in development targeting AML LSCs are largely focused on
cell surface proteins such as CD123 and CD44.

Plan of Operations

Over the next 12 months, our primary focus is the advancement
of our SIRPαFc development program with the intent to initiate the first phase I
clinical trial of SIRPαFc in AML and MDS patients. This study may also involve
patients with solid tumors or lymphomas who have normal bone marrow function.
The major tasks to be performed to accomplish this include completion of
manufacturing of cGMP material suitable for clinical testing, completion of
IND-enabling toxicology and pharmacology studies, submission of our IND
application for FDA approval to start the trial in the third quarter of 2015 and
the initiation of the clinical trial in the fourth quarter of 2015. We will also
continue preclinical studies in other blood cancers and solid tumors to identify
potential future clinical indications.

- 13 -

---

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

Agreements with Catalent Pharma Solutions

In connection with our development of SIRPαFc, we entered into
two agreements on August 12, 2014 with Catalent pursuant to which we acquired
the right to use two of Catalents proprietary GPEx® expression cell lines for
the manufacture of two SIRPαFc proteins: TTI-621 and TTI-622. One agreement
relates to the manufacture of TTI-621 and the other agreement relates to the
manufacture of TTI-622. In consideration for the purchase of the expression cell
lines, each agreement provides that we will pay Catalent up to US$875,000 upon
reaching certain pre-marketing approval milestones and up to an additional
US$28.8 million for reaching certain sales milestones. We will also pay Catalent
an annual product maintenance fee until the first product derived from the
expression cell lines receives a regulatory approval other than a pricing or
reimbursement approval.

Under the agreements, we may use the two expression cell lines
to secure such regulatory approvals and to develop, test, market and otherwise
commercially exploit products originating from the cell lines. We may transfer
the expression cell lines to a third party contract manufacturer who may utilize
the cell lines in a similar fashion. We, or a third-party, cannot use or modify
the cell lines, or any portions of the cell lines, to create a new cell line.

We plan to further develop the expression cell lines for use in
our pre-IND toxicology and pharmacology studies, as well as to supply our phase
I clinical trial. We will be required to indemnify Catalent for any costs
Catalent incurs related to regulatory filings and related claims or proceedings,
for the conduct of any clinical trials and for any manufacture, packaging, sale,
promotion, distribution, use of or exposure to the expression cell lines or
products. As a result of this risk, we are obligated to maintain several
designated insurance policies throughout the term of the agreements.

We may terminate the agreements upon 90 days written notice to
Catalent, upon their bankruptcy or upon their material breach and failure to
cure within 30 days. Similarly, Catalent may terminate the agreements upon our
bankruptcy or upon our material breach and failure to cure within 30 days. If
our material breach is for nonpayment, however, we will only have 10 days to
cure before Catalent may terminate the agreement.

Product for Development with Partners  CD200 Monoclonal
Antibodies

Our CD200 monoclonal antibody program also targets a key
pathway that tumor cells use to evade attack from the immune system. There is
evidence that CD200 is highly expressed by many different types of blood cell
and solid tumors, and in numerous cases this high expression correlates with
disease progression and poor clinical outcome. This is consistent with tumor
cells using CD200 as a means of evading immune-mediated destruction.
Tumor-expressed CD200 can modulate anti-tumor responses in vitro and in vivo,
and antibodies that block CD200 have been shown to promote anti-tumor immunity
in animal models of cancer.

Our CD200 monoclonal antibody is a fully human monoclonal
antibody that blocks the activity of CD200. We have conducted in vitro and in
vivo preclinical oncology-focused studies. Our antibodies bind strongly to human
CD200, potently neutralizing CD200 function in vitro, and have shown anti-tumor
activity in a transplanted human tumor cell model. We are seeking a development
partner to advance this program into formal preclinical IND-enabling
studies.

Intellectual Property

We own or control patent rights covering our key products and
their therapeutic end uses. The patents and patent applications are either
granted or pending in major pharmaceutical markets. In all, the patent estate
includes five key patent families, including five key issued patents and two key
pending patent applications in the U.S. and various other patent applications
pending in Europe, Canada, Australia, China, India, and Japan. These include
four granted patents in the U.S. relating to the immune modulating use of CD200
monoclonal antibodies, and a granted patent in the U.S. for an assay useful to
detect CD200 in cancer patients, as well as a filing for novel human antibodies
to CD200.

- 14 -

---

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

In connection specifically with patent applications relating to
SIRPαFc, we control two patent families that comprise eight individual filings.
One family has claims that embrace species of SIRPαFc found to have certain
therapeutic properties and their use for the treatment of cancer. These patent
rights are owned outright by Trillium and national patent filings are planned.
Patents emerging from this family will expire in 2033. A second SIRPα patent
family was in-licensed on an exclusive basis from co-owners UHN and HSC. This
family has been filed in major markets, including the U.S., Europe, Japan,
Canada, Australia, China and India. The claims cover the use of various forms of
SIRPα to treat CD47-positive cancers. Patents issuing from this family begin to
expire in the year 2030.

In connection specifically with CD200 monoclonal antibody
patents, we have four granted U.S. patents that cover the use of CD200
antibodies for the treatment of autoimmune and related disorders that will begin
to expire in 2018. We more recently made a patent filing that covers particular
species of human antibodies to human CD200. A patent family based on this filing
would expire in 2035.

We intend to protect additional intellectual property developed
by us through the filing of patent applications within appropriate jurisdictions
throughout the world.

Raw Materials, Manufacturing, and Supply

We have limited experience in manufacturing products for
clinical or commercial purposes. We produce small quantities of SIRPαFc and
CD200 monoclonal antibody in our laboratories for internal use. We believe that
sources of raw materials pertinent to our laboratory operations and for
manufacturing of our SIRPαFc product by our contract manufacturing organization,
or CMO, are generally available.

We have established a contract manufacturing relationship for
the supply of SIRPαFc that we believe will provide sufficient material for early
clinical trials. In addition, we are establishing the basis for long-term
commercial production capabilities. However, there can be no assurance that our
contract manufacturer will be successful at scaling up and producing our product
with the required quality and in the quantities and timelines that we will need
for clinical and/or commercial purposes.

We expect to similarly rely on contract manufacturing
relationships for any products that we may further develop, or in-license or
acquire in the future. However, there can be no assurance that we will be able
to successfully contract with such manufacturers on terms acceptable to us, or
at all.

Contract manufacturers are subject to ongoing periodic and
unannounced inspections by the FDA, the U.S. Drug Enforcement Administration and
corresponding state agencies to ensure strict compliance with cGMP and other
state and federal regulations. We do not have control over third-party
manufacturers compliance with these regulations and standards, other than
through contractual obligations and periodic auditing. If they are deemed out of
compliance with such regulations, approvals could be delayed, product recalls
could result, inventory could be destroyed, production could be stopped and
supplies could be delayed or otherwise disrupted.

If we need to change manufacturers after commercialization, the
FDA and corresponding foreign regulatory agencies must approve these new
manufacturers in advance, which will involve testing and additional inspections
to ensure compliance with FDA regulations and standards and may require
significant lead times and delay, and disruption of supply. Furthermore,
switching manufacturers may be difficult because the number of potential
manufacturers is limited. It may be difficult or impossible for us to find a
replacement manufacturer quickly or on terms acceptable to us, or at all.

Property, Plant and Equipment

We operate from approximately 10,000 square feet of leased
laboratory and office space at 96 Skyway Avenue, Toronto, Ontario, Canada, M9W
4Y9. We perform research and development in our facility and use qualified
vendors and collaborators to conduct research and development and manufacturing
on our behalf. We incur capital expenditures mainly for laboratory equipment,
office equipment, computer equipment and leaseholds in the operation of our business. As at December 31, 2014 the net
carrying value of our property and equipment was $235,402.

- 15 -

---

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

Employees

As at March 23, 2015, we had eighteen full-time employees
including four senior management, twelve research and development staff and two
finance and administrative staff. All employees are located at our head office
and lab facilities in Toronto, Ontario, Canada.

We also use consultants and outside contractors to carry on
many of our activities, including preclinical testing and validation,
formulation, assay development, manufacturing, clinical and regulatory affairs,
toxicology and clinical trials.

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.

GENERAL DEVELOPMENT OF THE BUSINESS

Acquisition of Trillium Privateco

During 2013, we refocused our product pipeline through the
strategic acquisition of Trillium Privateco, a private biopharmaceutical
company specializing in immune regulation and the development of cancer
therapeutics, which included the SIRPαFc and CD200 preclinical cancer programs.
On April 9, 2013, we completed a merger with Trillium Privateco to access its
SIRPαFc immuno-oncology program. Prior to this merger, we were focused on
regenerative stem cell technologies. Following the merger, in July 2013, we
ceased all activities associated with our regenerative neurology programs and
abandoned all related intellectual property filings.

As consideration for the merger, we paid $1,200,000 in cash and
issued 92,639 common shares and 110,000 units. Each unit consisted of one common
share and 30 common share purchase warrants, with each 30 common share purchase
warrants allowing their holder to acquire one additional common share at an
exercise price of $12.00 until March 15, 2018. Cash used in the investment of
$647,996 was determined by subtracting cash acquired of $552,004 from cash
consideration of $1,200,000. Post-closing, Trillium Privateco shareholders held
approximately 16% of the issued and outstanding common shares, and Trillium
Privateco became our wholly-owned subsidiary.

Trillium Privatecos SIRPαFc program originated from leading
researchers in the field, including Drs. John Dick and Jean Wang of the UHN and
Dr. Jayne Danska of HSC. Exclusive rights to SIRPαFc have been licensed from UHN
and HSC pursuant to a license agreement amended and restated as of June 1, 2012.
The licensed intellectual property relates to methods and compounds used in the
modulation of SIRPα-CD47 interaction for therapeutic cancer applications. The
license agreement requires us to use commercially reasonable efforts to
commercialize the licensed technology. The license agreement will terminate on a
country-by-country basis, in countries where a valid claim exists, when the last
valid claim expires in such country, or if no valid claim exists, when the last
valid claim expires in the U.S.

The license includes commitments to pay an annual maintenance
fee of $25,000, as well as payments on patent issuances, development milestone
payments ranging from $100,000 to $300,000 on the initiation of phase I, II and III clinical trials, and payments on the achievement of certain
regulatory milestones as well as low single digit royalties on commercial sales.
The payments due on submission of the first biologics license application, or
BLA, and receipt of a first regulatory approval in the U.S. are $1,000,000 for
each milestone. The aggregate milestones payable on their first achievement
under the agreement in the major markets of the U.S., Europe and Asia combined
are $5,660,000. We are also required to pay 20% of any sublicensing revenues to
the licensors on the first $50 million of sublicensing revenues received and 15%
thereafter.

- 16 -

---

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

Tigecycline License

On April 16, 2013, we signed an agreement with UHN to gain
rights to intellectual property related to the use of tigecycline for the
treatment of leukemia which included a UHN sponsored, open label phase I
multicenter dose-escalation tigecycline trial in patients with relapsed or
refractory AML. The initial consideration for the UHN license of $1,085,714 was
satisfied by the issuance of 5,028,571 common shares and 1,600,000 common share
purchase warrants, each warrant allowing its holder to acquire one additional
common share at an exercise price of $0.40 until March 15, 2018. Additional
consideration under the UHN license included an annual license maintenance fee
and future development milestones. The fair value of the common shares issued
was based on the closing price of our common shares of $0.20 on April 16, 2013
and $0.25 per unit based on the fair value of the common share and common share
purchase warrant components as of the date of acquisition.

Since acquiring these rights, we monitored the results of the
phase I trial and assessed alternate development strategies for the technology.
In August 2014, we completed an evaluation of this program with respect to its
scientific merit, commercial potential, strength of intellectual property, as
well as its overall fit with our current focus and expertise. We concluded that
we should focus our business plan on expanding the SIRPαFc program, rather than
continue development of tigecycline, and returned the licensed rights to UHN.

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.

Capital Expenditures

Prior to the April 2013 merger with Trillium Privateco, we
incurred minimal capital expenditures. Capital expenditures are required mainly
for laboratory equipment, office equipment, computers and leasehold
improvements. Capital expenditures in the years ended December 31, 2014 and 2013
are set out in the following table.

Year ended December 31,2014
    
    
    2013Capital expenditures
    $
    173,603
    
    $
    34,017


- 17 -

---

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

RESULTS OF OPERATIONS

For the three months and years ended December 31, 2014 and
2013

Since inception, we have incurred losses while advancing the
research and development of our products. Net loss for the three months ended
December 31, 2014 of $4,214,862 exceeded the loss of $1,282,223 in 2013 due
mainly to higher costs for SIRPαFc development, personnel costs, share-based
compensation expense, and shareholder relations costs, partially offset by
higher interest income and lower amortization of intangible assets. Net loss for
the year ended December 31, 2014 of $12,881,820 exceeded the loss of $4,289,308
for the same period in 2013 due mainly to the inclusion of Trillium Privateco
results for the whole fiscal year in 2014, including personnel and the SIRPαFc
program costs, compared to approximately nine months in 2013, higher share-based
compensation on the issuance of stock options and deferred share units, or DSUs,
higher professional fees, and due to the impairment loss on the return of the
tigecycline rights to UHN, partially offset by higher interest income, higher
tax credits and lower patent costs.

Research and Development

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

|                                                                  |  | 2014      |  |  | 2013      |  
|----------------------------------------------------------------- |  | --------- |  |  | --------- | -
|                                                                  |  | $         |  |  | $         |  
|                                                                  |  |           |  |  |           |  
|Research and development
      programs excluding the below items |  | 2,650,581 |  |  | 401,956   |  
|Salaries, fees and short-term benefits                            |  | 718,714   |  |  | 451,873   |  
|Share-based compensation                                          |  | 258,995   |  |  | 26,491    |  
|Amortization of intangible assets                                 |  | 84,837    |  |  | 220,551   |  
|Depreciation of property and
      equipment                      |  | 15,429    |  |  | 6,410     |  
|Tax
      credits                                                 |  | 106,391   |  |  | (45,354   | )
|                                                                  |  | 3,834,947 |  |  | 1,061,927 |  

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

|                                                                  |  | 2014       |   |  | 2013      |  
|----------------------------------------------------------------- |  | ---------- | - |  | --------- | -
|                                                                  |  | $          |   |  | $         |  
|                                                                  |  |            |   |  |           |  
|Research and development
      programs excluding the below items |  | 5,893,030  |   |  | 1,411,264 |  
|Salaries, fees and short-term benefits                            |  | 2,311,755  |   |  | 1,299,055 |  
|Share-based compensation                                          |  | 1,626,824  |   |  | 211,419   |  
|Amortization of intangible assets                                 |  | 610,776    |   |  | 632,779   |  
|Impairment of intangible
      assets                             |  | 429,763    |   |  | -         |  
|Depreciation of property and equipment                            |  | 47,208     |   |  | 16,010    |  
|Tax credits                                                       |  | (323,548   | ) |  | (233,821  | )
|                                                                  |  | 10,595,808 |   |  | 3,336,706 |  

Our research and development expenses consist primarily of
personnel-related costs, manufacturing and preclinical study services costs for
external service providers, patent fees, share-based compensation and
amortization of intangible assets.

The increase in research and development program expenses in
the three months ended December 31, 2014 was due mainly to an increase in
SIRPαFc development expenses of $2,297,402 related to manufacturing, preclinical
studies and clinical and regulatory advisory costs, higher personnel related
expenses and higher share-based compensation expense, partially offset by lower amortization of intangible
assets and lower patent costs due to discontinued technologies. Salaries, fees
and short-term benefits increased due to higher staffing and salaries compared
to 2013. Share-based compensation was higher due to a larger number of options
issued in 2014 compared to 2013.

- 18 -

---

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

The increase in research and development expenses for the year
ended December 31, 2014 over the prior year was due mainly to the inclusion of
Trillium Privateco in 2014 for the full fiscal year compared to just under nine
months in 2013. Research and development program costs increased for the year
ended December 31, 2014 due mainly to an increase in SIRPαFc expenses of
$4,275,605 related to manufacturing, preclinical studies, and clinical and
regulatory work in preparation for an expected IND filing in 2015. Program costs
were also higher due to an increase in tigecycline costs of $283,260, and costs
for our laboratory and office space for three additional months compared to
2013. Salaries, fees and short-term benefits increased due mainly to Trillium
Privatecos research and development staff for the full fiscal year in 2014
compared to nine months in 2013, as well as due to an increase in staff.
Share-based compensation was higher due to a larger number of options issued in
2014 compared to 2013. Non-cash intangible asset related costs were higher due
to the impairment loss of $429,763 in the second quarter of 2014 as a result of
the return of the tigecycline rights. R&D tax credits recorded were $323,548
for the year ended December 31, 2014, commensurate with the higher level of
development activity compared to 2013.

General and Administrative

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

|                                                                    |  | 2014    |  |  | 2013    | 
|------------------------------------------------------------------- |  | ------- |  |  | ------- | 
|                                                                    |  | $       |  |  | $       | 
|                                                                    |  |         |  |  |         | 
|General and administrative
      expenses excluding the below items |  | 181,117 |  |  | 155,105 | 
|Salaries, fees and short-term benefits                              |  | 198,941 |  |  | 60,224  | 
|Share-based compensation                                            |  | 59,788  |  |  | 15,350  | 
|                                                                    |  | 439,846 |  |  | 230,679 | 

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

|                                                                    |  | 2014      |  |  | 2013    | 
|------------------------------------------------------------------- |  | --------- |  |  | ------- | 
|                                                                    |  | $         |  |  | $       | 
|                                                                    |  |           |  |  |         | 
|General and administrative
      expenses excluding the below items |  | 1,198,181 |  |  | 599,785 | 
|Salaries, fees and short-term benefits                              |  | 694,849   |  |  | 254,952 | 
|DSU units issued for director
      compensation                    |  | 240,000   |  |  | -       | 
|Share-based compensation                                            |  | 444,430   |  |  | 107,463 | 
|                                                                    |  | 2,577,460 |  |  | 962,200 | 

General and administrative expenses consist mainly of
professional fees, personnel costs related to corporate activities, directors
fees, investor relations, stock exchange fees and share-based compensation.

General and administrative costs for the three months ended
December 31, 2014 were higher than the comparable prior year period due mainly
to higher professional fees. Personnel costs increased due mainly to higher
directors fees and full-time administrative staff in 2014. Share-based
compensation was higher for the fourth quarter of 2014 than the comparable
period last year due mainly to a larger number of options issued in 2014 than in
2013.

General and administrative costs for the year ended December 31, 2014 were
higher than the prior year due mainly to listing fees on graduation to the TSX
of $162,000 and higher professional fees. Personnel costs increased due mainly to higher directors fees and full-time administrative
staff in 2014. Share-based compensation was higher in 2014 due mainly to a
larger number of options issued in 2014 and payment of directors fees in the
form of DSUs in 2014 compared to no DSUs issued in 2013.

- 19 -

---

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

Finance income and costs

Finance income for the three months and year ended December 31,
2014 was higher than the prior year comparable periods due mainly to investment
income earned on higher cash balances in 2014.

Finance costs for the three months and year ended December 31,
2014 were higher than the comparable periods due mainly to interest accretion
related to the loan payable and long-term liability.

Liquidity and Capital Resources

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 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 March 11, 2015, we filed a Form F-1 registration statement
with the U.S. Securities and Exchange Commission with respect to a proposed
public offering of up to US$50 million of our common shares.

On May 26, 2014, we filed a base shelf prospectus with the
British Columbia, Alberta, Manitoba, Ontario and Nova Scotia securities
commissions in Canada that provides that we may sell under the prospectus from
time to time over the following 25 months up to $50 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.

There are a significant number of warrants outstanding which
are in-the-money as of the year-end date and may provide future liquidity.

Our cash and marketable securities totaled $26,165,056 at
December 31, 2014 compared to $32,983,104 at December 31, 2013. As at December
31, 2014, our working capital of $23,989,252 was lower compared to the amount of
$32,772,281 at December 31, 2013 mainly due to cash used in operations for the
SIRPαFc development program in the year. Accounts payable and accrued
liabilities as at December 31, 2014 were $3,248,984 compared to $669,860 at
December 31, 2013. The increase in accounts payable was due mainly to higher
development costs, insurance, and professional fees. Amounts receivable as at
December 31, 2014 were $344,416 compared to $427,234 at December 31, 2013. The
decrease in amounts receivable was due mainly to lower harmonized sales tax
refunds expected in 2014.

We are indebted to the Federal Economic Development Agency for
Southern Ontario under a non-interest-bearing contribution agreement dated
February 1, 2012. The period of contribution ended on December 31, 2013. As at
December 31, 2014, we had repayable contributions of $555,968. The original
principal balance is repayable in equal monthly installments for 60 months,
which began on December 1, 2014. As at December 31, 2014 two instalment payments
have been made. The loan payable bears no interest. On the acquisition of
Trillium Privateco, the fair value of the loan payable was determined by
discounting the loan payable using an estimated market interest rate of 15%.
Interest expense accretes on the discounted loan amount until it reaches its
face value at maturity.

- 20 -

---

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

We have a long-term liability of $69,941 related to certain
discontinued technologies. This liability has been discounted using an estimated
market interest rate of 15% and interest expense is accreting.

As at December 31, 2014 and in the normal course of business,
we had obligations to make future payments, representing research and
development contracts and other commitments that are known and committed in the
amount of $2,587,000 over the next 12 months, $99,000 from 12 to 24 months,
$26,000 from 24-36 months, and $25,000 each year thereafter.

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 $60,000 related to
successful patent grants, and $100,000, $200,000 and $300,000 payable on the
first patient dosed in phase I, II and III trials respectively. The regulatory
milestone payments amount to $1 million on each of the submission of a first BLA
in the U.S. and receipt of first regulatory approval in the U.S. and
proportionate payments in other territories worldwide. The aggregate milestones
payable on their first achievement under the agreement in the major markets of
the U.S., Europe and Asia combined are $5,660,000. Under the license agreement,
Trillium is 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.

We entered into two agreements with Catalent in August 2014
pursuant to which Trillium acquired the right to use a proprietary expression
system for the manufacture of two SIRPαFc constructs. Consideration for each
license includes potential pre-marketing approval milestones of up to U.S.
$875,000 and aggregate sales milestone payments of up to U.S. $28.8 million.

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 consolidated financial statements with respect to these
indemnification obligations.

- 21 -

---

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

Tabular Disclosure of Contractual Obligations

Other than as disclosed below, we did not have any contractual
obligations as December 31, 2014 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,
2014:

Payment due by periodLess than
    
    
    1 to 3
    
    
    3 to 5
    
    
    More thanContractual
      Obligations(1)(2)
    
    
    Total
    
    
    1
      year
    
    
    years
    
    
    years
    
    
    5
      yearsLong-Term Debt Obligations(3)
    
    $
    555,968
    
    $
    105,446
    
    $
    230,064
    
    $
    220,458
    
    $
    -Capital (Finance) Lease Obligations
    
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    -Operating Lease Obligations(4)
    
    
    130,768
    
    
    78,746
    
    
    52,022
    
    
    -
    
    
    -Purchase Obligations
    
    
    2,279,518
    
    
    2,279,518
    
    
    -
    
    
    -
    
    
    -Other Long-Term Liabilities Reflected
      on our Balance Sheet(5)
    
    
    232,020
    
    
    58,005
    
    
    174,015
    
    
    -
    
    
    -$
    3,198,274
    
    $
    2,521,715
    
    $
    456,101
    
    $
    220,458
    
    $
    -


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, 2014. Annual technology license fees currently
      approximating $50,000 are not included in the above table.                                                                                                                                                                                                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | We are party to a license agreement for our SIRPαFc
      technology with UHN and HSC that has future milestones where the certainty
      and timing of reaching the milestones are unknown and are not included in
      the above table. Aggregate milestones under this agreement, related to
      major markets on their first achievement, are $5,660,000 of which
      management estimates that $360,000 may occur in 1 to 3 years, $300,000 may
      occur in 3 to 5 years and the balance more than five years, if the
      milestones are reached at all.
| | (3) | Amounts due to FedDev repayable in equal monthly
      installments for 60 months beginning on December 1, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (4) | Operating lease obligations for laboratory and office
      facilities currently expire in August 2016.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (5) | Long-term liability related to the cessation of the
      development of our regenerative medicine products.                                                                                                                                                                                                                                                                                                                                                                                                                                                            

We entered into two agreements on August 12, 2014 with Catalent
pursuant to which we acquired the right to use two of Catalents proprietary
GPEx®expression cell lines for the manufacture of SIRPαFc. In
consideration for the purchase of the expression cell lines, we will pay
Catalent up to US$875,000 upon reaching certain pre-marketing approval
milestones and up to an additional US$28.8 million for reaching certain sales
milestones.

- 22 -

---

|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 years ended December 31, 2014 and 2013, and
to the date of this MD&A is presented below:

|                                            |  | Number
      of  |   |  | Number
      of |  
|------------------------------------------- |  | ---------------- | - |  | --------------- | -
|                                            |  | Preferred Shares |   |  | Common Shares   |  
|                                            |  |                  |   |  |                 |  
|Balance December 31, 2012                   |  | -                |   |  | 186,619,359     |  
|Consolidation 1 for 10                      |  | -                |   |  | (167,957,423    | )
|Issued in March 2013
      financing        |  | -                |   |  | 12,735,000      |  
|Issued on merger with Trillium Privateco    |  | -                |   |  | 6,079,180       |  
|Issued for technology rights                |  | -                |   |  | 5,028,571       |  
|Issued in December 2013 financing           |  | 77,895,165       |   |  | 79,247,693      |  
|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              |  | -                |   |  | 282,610         |  
|Preferred shares converted to common shares |  | (4,600,000       | ) |  | 153,333         |  
|Balance at the date of this MD&A            |  | 64,904,689       |   |  | 4,869,853       |  

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.

In 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 with an exercise price of $48.00 and convertible into 30,303 common
shares expired unexercised.

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

Share capital issued  for the year ended December 31,
2013

On February 6, 2013, we consolidated our outstanding common
shares issuing one post-consolidated share for each 10 pre-consolidated
shares.

In March 2013, we completed an offering pursuant to a base
shelf prospectus and prospectus supplement and in the U.S. pursuant to a private
placement memorandum for a total of 424,500 units at a price of $7.50 per unit,
for aggregate gross proceeds of $3,185,080 ($2,615,240 net of issuance costs).
Each unit consisted of one common share and 30 common share purchase warrants.
Each 30 warrants entitle the holder to purchase one common share at a price of
$12.00 per share at any time prior to expiry on March 15, 2018 (12,315,000
warrants) and March 27, 2018 (420,000 warrants). In connection with the
financing, we issued 814,051 compensation warrants having an aggregate fair
value of $48,843 estimated using the Black-Scholes option pricing model. Each 30
compensation warrants entitle the holder to acquire one common share at an
exercise price of $7.50 per share prior to expiry on March 16, 2015.

The allocation of the $7.50 common share unit issue price to
the common shares and unit warrants was based on the relative fair values of the
common shares and the warrants. The fair value of the warrants was determined
using the Black-Scholes option pricing model. The common shares were
allocated a price of $6.00 per share and the warrants were allocated a price of
$1.50 per 30 warrants. The costs of the issue were allocated on a pro rata basis
to the common shares and warrants. Accordingly, $2,092,192 was allocated to
common shares and $523,048 to warrants, net of issuance costs. Assumptions used
to determine the value of the unit warrants were: dividend yield of 0%;
risk-free interest rate of 1.1%; expected volatility of 64%; and average
expected life of 3 years. Assumptions used to determine the value of the
compensation warrants were: dividend yield of 0%; risk-free interest rate of
1.0%; expected volatility of 80%; and average expected life of 2 years.

- 23 -

---

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

On April 9, 2013, we issued 202,639 common shares and 3,300,000
common share purchase warrants for partial consideration for the acquisition of
Trillium Privateco.

On April 16, 2013, we issued 167,619 common shares and
1,600,000 common share purchase warrants as consideration for the acquisition of
certain rights related to tigecycline from UHN.

On December 13, 2013, we completed a private placement of
2,641,590 common share units (each common share unit consisting of one common
share and 22.5 common share purchase warrants) at a price of $6.30 per unit and
77,895,165 preferred share units (each preferred share unit consisting of one
Series I First Preferred Share and three-quarters of a common share purchase
warrant) at a price of $0.21 per unit for gross proceeds of $32,866,025
($30,713,841 net of issuance costs). Each 30 warrants entitle the holder to
purchase one common share at a price of $8.40 at any time prior to expiry on
December 13, 2018. In connection with the financing, we issued 5,014,839
compensation warrants having an aggregate fair value of $651,929 estimated using
the Black-Scholes option pricing model. Each 30 compensation warrants entitle
the holder to acquire one common share at an exercise price of $6.30 per share
prior to expiry on December 13, 2015.

The allocation of the $6.30 unit issue price to the common
shares, 30 Series I First Preferred Shares and 22.5 unit warrants was based on
the relative fair values of the common shares, Series I First Preferred Shares
and the warrants. The fair value of the warrants was determined using the
Black-Scholes option pricing model. The common shares were allocated a price of
$4.80 per share, the Series I First Preferred Shares were allocated a price of
$4.80 per 30 shares, and the warrants were allocated a price of $1.50 per each
22.5 warrants. The costs of the issue were allocated on a pro rata basis.
Accordingly, $11,488,602 was allocated to common shares, $11,292,525 to the
Series I First Preferred Shares and $7,932,714 to warrants, net of issuance
costs. Assumptions used to determine the value of the unit warrants were:
dividend yield of 0%; risk-free interest rate of 1.2%; expected volatility of
70%; and average expected life of 3 years. Assumptions used to determine the
value of the compensation warrants were: dividend yield of 0%; risk-free
interest rate of 1.1%; expected volatility of 66%; and average expected life of
2 years.

All securities issued under the offering (including the
compensation warrants) are subject to statutory resale restrictions.

In the December 2013 private placement, subscribers who
purchased preferred share units and certain subscribers who purchased common
share units were subject to restrictions on the conversion and exercise of
securities of ours convertible into common shares. Such subscribers cannot
convert or exercise securities of ours convertible or exercisable into common
shares if, after giving effect to the exercise of conversion, the subscriber 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 increased at the option of the subscriber on 61 days prior written
notice: (i) up to 9.99%, (ii) up to 19.99%, subject to stock exchange clearance
of a personal information form submitted by the subscriber, and (iii) above
19.99%, subject to stock exchange approval and shareholder approval.

Subject to receipt of any required regulatory approvals,
subscribers who purchased a minimum of 10% of the securities sold under the
offering have been given rights to purchase securities of ours in future
financings to enable each such subscriber to maintain its percentage holding in
us for so long as the subscriber holds at least 10% of the outstanding common
shares on a fully-diluted basis.

- 24 -

---

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

Warrants

The continuity of the number of issued and outstanding warrants
for the years ended December 31, 2014 and 2013, and to the date of this MD&A
is presented below:

|                                         |  | Number of   |  
|---------------------------------------- |  | ----------- | -
|                                         |  | Warrants    |  
|                                         |  |             |  
|Balance December 31, 2012                |  | 10,363,636  |  
|Consolidation 1 for 10                   |  | (9,327,272  | )
|Issued in March 2013 financing           |  | 13,549,051  |  
|Expired                                  |  | (127,273    | )
|Issued on merger with Trillium Privateco |  | 3,300,000   |  
|Issued for technology rights             |  | 1,600,000   |  
|Issued in December 2013 financing        |  | 122,871,981 |  
|Balance December 31, 2013                |  | 142,230,123 |  
|Exercised                                |  | (2,596,251  | )
|Expired                                  |  | (909,091    | )
|Balance at December 31, 2014             |  | 138,724,781 |  
|Exercised                                |  | (12,926,877 | )
|Balance at the date of this MD&A         |  | 125,797,904 |  

Warrants outstanding at December 31, 2014 were as follows:

|                  |  | Number
      of |  |   | Exercise | 
|----------------- |  | --------------- |  | - | -------- | 
|Expiry dates      |  | Warrants        |  |   | Price    | 
|                  |  |                 |  |   |          | 
|March 16, 2015    |  | 202,800         |  | $ | 7.50     | 
|December 13, 2015 |  | 5,014,839       |  | $ | 6.30     | 
|March 15, 2018    |  | 15,230,000      |  | $ | 12.00    | 
|March 27, 2018    |  | 420,000         |  | $ | 12.00    | 
|December 13, 2018 |  | 117,857,142     |  | $ | 8.40     | 
|Total             |  | 138,724,781     |  |   |          | 

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 each 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 Series I 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,
2014, the Company was entitled to issue an additional 55,488 stock options under
the 2014 Stock Option Plan.

- 25 -

---

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

The continuity of the number of issued and outstanding stock
options for the years ended December 31, 2014 and 2013, and to the date of this
MD&A is presented below:

|                                 |  | Number
      of |   |   | Weighted
      Average | 
|-------------------------------- |  | --------------- | - | - | ---------------------- | 
|                                 |  | Options         |   |   | Exercise Price         | 
|                                 |  |                 |   |   |                        | 
|Balance December 31, 2012        |  | 23,332          |   | $ | 31.02                  | 
|Granted                          |  | 87,454          |   |   | 7.50                   | 
|Cancelled/forfeited              |  | (13,414         | ) |   | 30.69                  | 
|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                   | 
|Exercised                        |  | (6,666          | ) |   | 7.50                   | 
|Cancelled/forfeited              |  | (3,000          | ) |   | 30.00                  | 
|Balance at the date of this MD&A |  | 580,475         |   | $ | 9.68                   | 

Deferred Share Unit Plan

Our shareholders approved the 2014 Deferred Share Unit Plan, or
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 for
payment of directors fees and were outstanding as at December 31, 2014. 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, warrants, stock options and DSUs on a fully converted
basis as at December 31, 2014 was as follows:

|                                                          |  | Number of common  | 
|--------------------------------------------------------- |  | ----------------- | 
|                                                          |  | share equivalents | 
|                                                          |  |                   | 
|Common shares                                             |  | 4,427,244         | 
|Series I First Preferred Shares                           |  | 2,316,823         | 
|Warrants                                                  |  | 4,624,159         | 
|Stock options                                             |  | 590,141           | 
|Deferred share units                                      |  | 28,777            | 
|Fully diluted
      common shares as at December 31, 2014 |  | 11,987,144        | 

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.

- 26 -

---

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

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, 2014 and 2013, our key
management personnel were the Board of Directors, former Executive Chairman,
Chief Executive Officer, Chief Financial Officer, Chief Scientific Officer and
Vice-President Drug Development.

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

|                                       |  | 2014      |  |  | 2013      | 
|-------------------------------------- |  | --------- |  |  | --------- | 
|                                       |  | $         |  |  | $         | 
|                                       |  |           |  |  |           | 
|Salaries, fees and short-term benefits |  | 1,708,717 |  |  | 844,425   | 
|Share-based
      compensation         |  | 2,281,561 |  |  | 316,069   | 
|                                       |  | 3,990,278 |  |  | 1,160,494 | 

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,
2014, the key management personnel controlled approximately 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, 2014 and 2013, $7,916 and $138,750,
respectively, was paid to a former director for consulting fees.

Research and Development, Patents and Licenses, etc.

During 2013, we refocused our product pipeline through the
strategic acquisition of Trillium Privateco on April 9, 2013, which included the
SIRPαFc and CD200 monoclonal antibody preclinical cancer programs.

On April 16, 2013, we signed an agreement with UHN to gain
rights to intellectual property related to the use of tigecycline for the
treatment of leukemia which included a UHN sponsored, open label phase I
multicenter dose-escalation tigecycline trial in patients with relapsed or
refractory AML. The initial consideration for the UHN license of $1,085,714 was
satisfied by the issuance of 167,619 common shares and 1,600,000 common share
purchase warrants, with each 30 warrants allowing their holder to acquire one
additional common share at an exercise price of $12.00 until March 15, 2018.
Additional consideration under the UHN license included an annual license
maintenance fee and future development milestones. The fair value of the common
shares issued was based on the closing price of our common shares of $6.00 on April 16,
2013 and $7.50 per unit based on the fair value of the common share and common
share purchase warrant components as of the date of acquisition. In August 2014,
we returned these rights to UHN and expanded our SIRPαFc research and
development program to include preclinical work on additional cancer indications
and combinations with other therapies. Substantially all of our research and
development resources are focused on the SIRPαFc program.

- 27 -

---

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

Since acquiring these rights, we monitored the results of the
phase I trial and assessed alternate development strategies for the technology.
In August 2014, we completed an evaluation of this program with respect to its
scientific merit, commercial potential, strength of intellectual property, as
well as its overall fit with our current focus and expertise. We concluded that
we should focus our business plan on expanding the SIRPαFc program, rather than
continue development of tigecycline, and returned the licensed rights to
UHN.

We have also determined not to pursue our TTI-1612 project.
TTI-1612 is a soluble form of heparin-binding epidermal-growth-factor-like
growth factor, or HB-EGF. HB-EGF is a naturally occurring protein that triggers
cell growth and stimulates wound healing. We completed a 28-patient phase I
trial in 2013 designed to assess the safety and tolerability of single ascending
doses of TTI-1612 in interstitial cystitis/bladder pain syndrome, or IC/BPS,
patients. IC/BPS is a chronic bladder disease characterized by low urinary
HB-EGF levels and a dysfunctional, leaky bladder epithelium. Drug levels and
changes in disease symptoms were also evaluated. While clinical data indicated
that TTI-1612 was well tolerated and exhibited a favorable drug absorption
profile, our TTI-1612 project is outside of our core interest in
immuno-oncology. Accordingly, we have allowed our license for HB-EGF to lapse
and we do not intend to renew our intellectual property associated with the
project.

Prior to the April 2013 merger with Trillium Privateco, we were
developing regenerative stem cell products and sought new technologies to
develop. In July 2013, we ceased all activities associated with our pre-merger
regenerative medicine neurology programs and abandoned all related intellectual
property filings.

Research and development expenditures for the years ended
December 31, 2014 and 2013 were as follows:

Year ended December 31,2014
    
    
    2013SIRPαFc
    $
    9,372,467
    
    $
    1,913,051Tigecycline
    
    1,091,297
    
    
    642,879TTI-1612
    
    44,844
    
    
    328,459Regenerative medicine programs discontinued
      in 2013
    
    -
    
    
    409,278Other programs
    
    87,200
    
    
    43,039Total(1)
    $
    10,595,808
    
    $
    3,336,706


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.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We rely on patents and licenses to enable the commercialization
of our novel technologies.

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.

- 28 -

---

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

Expenses for the three months ended March 31, 2013 were lower
due to low development activity levels while we sought new products for
development. Subsequent to the April 9, 2013 Trillium Privateco merger, expenses
increased significantly as we acquired twelve personnel and an approximately
10,000 square foot leased laboratory and office facility, and thereafter
licensed additional technology assets from UHN. In December 2013, we completed a
private placement raising gross proceeds of $33 million to advance our SIRPαFc
program through phase I clinical trials. In 2014, we advanced the manufacturing
and preclinical development of our SIRPαFc program. Management expects 2015
expenditures will increase from 2014 levels as we expect to advance our SIRPαFc
program through IND-enabling studies, complete manufacturing for and initialize
the phase I clinical trial, hire additional personnel, and carry out an expanded
preclinical program that includes additional cancer indications and combination
studies.

Selected Quarterly Financial Information

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 administration 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


2013
    Q4-2013 $
    Q3-2013 $
    Q2-2013 $
    Q1-2013 $Revenue
    -
    -
    -
    -Research and development expenses
    1,061,927
    1,053,047
    1,059,063
    162,669General and administration expenses
    230,679
    223,920
    329,716
    177,885Net loss for the period
    1,282,223
    1,294,820
    1,376,687
    335,578Basic and diluted net loss per share*
    0.66
    0.91
    1.01
    0.48Cash
    32,456,506
    2,661,941
    2,192,059
    4,057,983


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

- 29 -

---

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

Losses in the first quarter of 2013 reflected lower development
and administrative activities as we searched for new technologies. The losses
beginning from the second quarter of 2013 increased as a result of the merger
with Trillium Privateco and the subsequent activities related primarily to
advancing the SIRPαFc development program. Research and development expenses for
the second quarter of 2014 were higher due mainly to higher non-cash share-based
compensation and the recognition of an impairment charge on return of the
tigecycline rights back to UHN. Administration 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. The losses for Q3-2014
and Q4-2014 reflect higher manufacturing costs compared to the first and second
quarters of 2014.

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.

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 us if a
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from our cash and cash equivalents and
amounts receivable. The carrying amount of these financial assets represents the
maximum credit exposure. We follow an investment policy to mitigate against the
deterioration of principal and to enhance our ability to meet its liquidity
needs. Cash and cash equivalents are on deposit with a major Canadian chartered bank. Amounts
receivable are primarily comprised of amounts due from the federal government.

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

Liquidity risk

Liquidity risk is the risk that we will not be able to meet its
financial obligations as they fall due. We are a development stage company and
are reliant on external fundraising to support its operations. Once funds have
been raised, we manage our liquidity risk by investing in cash and cash
equivalents to provide regular cash flow for current operations. We also manage
liquidity risk by continuously monitoring actual and projected cash flows. The
Board of Directors reviews and approves our operating and capital budgets, as
well as any material transactions not in the ordinary course of business. The
majority of our 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. We hold our cash in bank accounts or high interest savings
accounts which have a variable rate of interest. We manage our interest rate
risk by holding highly liquid short-term instruments and by holding our
investments to maturity, where possible. . For the years ended December 31, 2014
and 2013, we earned interest income of $378,692 and $44,113, respectively.
Therefore, a 1% change in the average interest rate for the years ended December
31, 2014 and 2013, would have a net impact on finance income of $3,787 and $441,
respectively.

Currency risk

We are 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 our business transactions denominated in
currencies other than the Canadian dollar which are primarily expenses in U.S.
dollars. As at December 31, 2014 and 2013, we held US dollar cash in the amount
of US$142,558 and US$493,031 and had US dollar denominated accounts payable and
accrued liabilities in the amount of US$1,910,430 and US$88,063, respectively.
Therefore, a 1% change in the foreign exchange rate would have a net impact on
finance costs as at December 31, 2014 and 2013 of $17,679 and $4,050,
respectively.

US dollar expenses for the years ended December 31, 2014 and
2013 were approximately US$3,260,000 and US$518,000, respectively. Varying the
US exchange rate for the years ended December 31, 2014 and 2013 to reflect a 5%
strengthening of the Canadian dollar would have decreased the net loss by
approximately $163,000 and $26,000, respectively, assuming that all other
variables remained constant.

Significant Changes

We are not aware of any significant change that has occurred
since December 31, 2014 included in this MD&A and that has not been
disclosed elsewhere in this MD&A.

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
United States Securities and Exchange Commission, or 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.

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

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.

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS
requires us to select from possible alternative accounting principles and to
make estimates and assumptions that determine the reported amounts of assets and
liabilities at the balance sheet date, and reported costs and expenditures
during the reporting period. Management believes that the estimates and
assumptions upon which we rely are reasonable based upon information available
at the time these estimates and assumptions are made. Estimates and assumptions
may be revised as new information is acquired, and are subject to change. A
summary of our estimates and assumptions under IFRS is found in note 2 of our
audited consolidated financial statements for the year ended December 31, 2014.
Further, a summary of our significant accounting policies under IFRS is found in
note 3 of our audited consolidated financial statements for the year ended
December 31, 2014.

Management believes that its most critical accounting policies
and estimates relate to the following areas:

Valuation of share-based compensation and
warrants

Management measures the costs for share-based compensation and
warrants using market-based option valuation techniques. Assumptions are made
and estimates are used in applying the valuation techniques. These include
estimating the future volatility of the share price, expected dividend yield,
expected risk-free interest rate, future employee turnover rates, future
exercise behaviors and corporate performance. Such estimates and assumptions are
inherently uncertain. Changes in these assumptions affect the fair value
estimates of share-based payments and warrants.

Impairment of long lived assets

Long-lived assets are reviewed for impairment upon the
occurrence of events or changes in circumstances indicating that the carrying
value of the asset may not be recoverable. For the purpose of measuring
recoverable amounts, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units).

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

The recoverable amount is the higher of an assets fair value
less costs to sell and value in use (being the present value of the expected
future cash flows of the relevant asset or cash-generating unit.) An impairment
loss is recognized for the amount by which the assets carrying amount exceeds
its recoverable amount. We evaluate impairment losses for potential reversals
when events or circumstances warrant such consideration.

Intangible assets

We estimate the useful lives of intangible assets from the date
they are available for use in the manner intended by management and at least
annually reviews the useful lives to reflect management's intent about
developing and commercializing the assets.

Accounting Policies

Our significant accounting policies were outlined in our annual
audited consolidated financial statements for the year ended December 31, 2014.
These statements should be read in conjunction with the annual audited
consolidated financial statements for the year ended December 31, 2014.

New standards, amendments, and interpretations adopted
during 2014

IAS 32 Financial Instruments: Presentation

The amendments to IAS 32, Financial Instruments:
Presentation, or IAS 32, clarify the criteria that should be considered in
determining whether an entity has a legally enforceable right of set off in
respect of its financial instruments. Amendments to IAS 32 were applicable to
annual periods beginning on or after January 1, 2014, with retrospective
application required. The adoption of these amendments did not have a material
impact on the consolidated financial statements.

IFRIC 21 Levies

In May 2013, International Financial Reporting Standards
Interpretations Committee Interpretation 21 Levies, or IFRIC 21, was
issued. IFRIC 21 provides guidance on when to recognize a liability to pay a
levy imposed by a government that is accounted for in accordance with IAS 37
Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 was
effective for annual periods beginning on or after January 1, 2014 with
retrospective application required. The adoption of IFRIC 21 did not have a
material impact on the consolidated financial statements.

IAS 36 Impairment of Assets

In May 29, 2013, the IASB published amendments to IAS 36
Impairment of Assets, or IAS 36, which reduce the circumstances in which
the recoverable amount of cash-generating units is required to be disclosed and
clarifies the disclosures required when an impairment loss has been recognized
or reversed in the period. This amendment was effective for annual periods
beginning on or after January 1, 2014. The adoption of these amendments did not
have a material impact on the consolidated financial statements.

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 provide 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 Financial Instruments: Recognition and Measurement. The
final standard is mandatorily effective for annual periods beginning on or after
January 1, 2018, with earlier application permitted. We are currently assessing
the impact that the adoption of this standard may have on the consolidated
financial statements.

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

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, 2017. We are reviewing the standard to determine the impact
that the adoption of the standard may have on the 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.

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|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 $12.9 million, $4.3 million and $1.1
million during 2014, 2013 and 2012, respectively, and expect to incur an
operating loss in 2015. We have an accumulated deficit since inception through
December 31, 2014 of $50.6 million. We believe that operating losses will
continue in and beyond 2015 because we are planning to incur significant costs
associated with the preclinical and 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 substantially in connection with our ongoing activities,
particularly as we advance our product candidates into 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 SIRPαFc has begun preclinical
studies to support an IND application, we have not yet completed cGMP
manufacturing, formal toxicology studies, a phase I clinical trial or subsequent
required clinical trials. Our CD200 program is ready to enter formal
IND-enabling preclinical studies, but we do not plan to initiate these studies
until we have a development partner to share in the cost and responsibility of
the program.

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 can make no assurances that toxicology studies in
non-human primates will yield results that will allow us to proceed with
clinical trials in humans.

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|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 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 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 have contracted with Catalent Pharma Solutions, LLC, or
Catalent, for the manufacture of the SIRPαFc protein needed for our pre-IND
toxicology and pharmacology studies and 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 planned
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 completion of our preclinical studies of SIRPαFc, and
delays in the submission or approval of our IND and the initiation of our phase
I clinical trial.

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.

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|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, including our
planned SIRPαFc phase I clinical trial, 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;

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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 plan to 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 do not currently have any agreement in place with any third party
to develop or commercialize 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 by 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 the 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.

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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 biologics license
  application, or BLA, or other submission or 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 that are in the preclinical testing stages of development,
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 those
towards clinical testing. 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, 2014 of $26,165,056 will enable us to
fund our current operating plan requirements into the fourth quarter of 2016.
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.

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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.

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, James Parsons, our Chief Financial Officer, or Dr.
Penka Petrova, our Vice President, Drug Development, could harm us.
We have employment agreements with Drs. Stiernholm, Uger and Petrova 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 routinely enter into
consulting 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 contractual 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.

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

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 April 2013, we acquired Trillium Privateco to acquire novel cancer
therapeutics, an experienced scientific management team and internal development
capabilities. We licensed intellectual property relating to methods and
compounds for the modulation of the SIRPα-CD47 interaction for therapeutic
cancer applications from University Health Network, or UHN, and Hospital for
Sick Children, or HSC. In April 2013, we also 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;
- 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

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

- 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 assure you 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.

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. For example, we cannot provide assurances that the SIRPαFc
phase I clinical trial will be initiated on schedule, if at all, or that we will
make regulatory submissions or receive regulatory approvals as planned. 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.

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

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 in Canadian dollars. A
growing portion of our expenditures are in U.S. dollars, however, 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 own or hold licenses to a number of U.S.-issued patents and
U.S. and Canadian pending patent applications, as well as foreign patents and
foreign counterparts. In the U.S., we have our own rights to five key issued
patents and two pending key patent applications. In addition, we have numerous
patent applications pending in Europe, Australia, China, India, and Japan. Our
success will depend in part upon our ability to protect our intellectual
property and proprietary technologies and upon the nature of the intellectual
property protection we receive. For example, some of our patent portfolio covers
primarily methods of 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/or 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.

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.

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

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 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 a number of 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 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 and the availability and cost of
acquiring such rights, or 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.

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,
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.

- 44 -

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

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
- 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
would impair our competitive position and could have a material adverse effect
on our business and financial condition.

- 45 -

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

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, 2013, our common shares traded on the TSXV, at a high of $18.00 and
a low of $4.20 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 and initiating and
completing preclinical 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.

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. On March 11, 2015,
we filed a Form F-1 registration statement with the U.S. Securities and Exchange
Commission with respect to a proposed public offering of up to US$50 million of
our common shares. We also filed a base shelf prospectus with securities
commissions in Canada on May 26, 2014 that provides that we may sell under the
prospectus from time to time over the following 25 months up to $50 million, in
one or more offerings, of common shares, preferred shares, warrants to purchase
common shares, or units comprising a combination of common shares, 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.

- 46 -

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

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 year
ended December 31, 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.

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.

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

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 assure you 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.

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.

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

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 year ended December 31, 2014 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting. As at December 31, 2014, 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.

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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