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|(formerly Stem Cell Therapeutics Corp.)                                         
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|ANNUAL INFORMATION FORM                                                         
|                                                                                
|FOR THE YEAR ENDED DECEMBER 31, 2014                                            
|                                                                                
|                                                                                
|                                                                                
|96 Skyway Avenue                                                                
|Toronto, Ontario M9W 4Y9                                                        
|www.trilliumtherapeutics.com                                                    
|                                                                                
|                                                                                
|Unless otherwise indicated, all information in the Annual
      Information Form
|is presented as at and for the year ended December 31,
      2014               
|                                                                                
|                                                                                
|March 23, 2015                                                                  

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TABLE OF CONTENTS

|CAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  | 3 
|---------------------------------------------------------------- | --
|                                                                 |   
|CORPORATE
      INFORMATION                                      | 5 
|                                                                 |   
|BUSINESS                                                         | 5 
|                                                                 |   
|GENERAL
      DEVELOPMENT OF THE BUSINESS  3 YEAR SUMMARY       | 20
|                                                                 |   
|RISK
      FACTORS                                               | 23
|                                                                 |   
|Risks
      Related to our Business and our Industry             | 23
|Risks
      Related to Intellectual Property                     | 31
|Risks
      Related to Our Common Shares                         | 34
|                                                                 |   
|DESCRIPTION
      OF SHARE CAPITAL                               | 37
|                                                                 |   
|MARKET
      FOR SECURITIES                                      | 40
|                                                                 |   
|BOARD
      OF DIRECTORS AND MANAGEMENT                          | 40
|                                                                 |   
|CONFLICTS
      OF INTEREST                                      | 42
|                                                                 |   
|LEGAL
      PROCEEDINGS                                          | 42
|                                                                 |   
|INTEREST
      OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS | 42
|                                                                 |   
|INTEREST
      OF EXPERTS                                        | 43
|                                                                 |   
|TRANSFER
      AGENT                                             | 43
|                                                                 |   
|MATERIAL
      CONTRACTS                                         | 43
|                                                                 |   
|ADDITIONAL
      INFORMATION                                     | 44

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Information Form, or AIF, 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 AIF 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.                                                                                                                                                                                            

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;                           

3

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| | 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 section of
this AIF entitled Risk Factors.

Although the forward-looking statements contained in this AIF
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 AIF 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.

All references in this AIF 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.

All amounts are in Canadian dollars, unless otherwise
indicated.

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CORPORATE INFORMATION

We were incorporated under the Business Corporations Act
(Alberta) on March 31, 2004 as Neurogenesis Biotech Corp. On October 19, 2004,
we amended our articles of incorporation to change our name from Neurogenesis
Biotech Corp. to Stem Cell Therapeutics Corp., or SCT. On November 7, 2013 SCT
was continued under the Business Corporations Act (Ontario), or OBCA. On June 1,
2014 we filed articles of amalgamation to amalgamate SCT with our wholly-owned
subsidiary, Trillium Therapeutics Inc., or TrilliumPrivateco, and
renamed the combined company Trillium Therapeutics Inc. We are a company
domiciled in Ontario, Canada.

We had one wholly-owned subsidiary, Stem Cell Therapeutics
Inc., which was incorporated under the Business Corporations Act (Alberta) on
December 22, 1999 and was continued under the OBCA on November 12, 2003 and then
extra-provincially registered in Alberta on January 11, 2005. This inactive
subsidiary was dissolved on September 17, 2014.

Our head and registered offices are located at 96 Skyway
Avenue, Toronto, Ontario, Canada M9W 4Y9. Our website address is www.trilliumtherapeutics.com.

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.

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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.                                            
| | 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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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.

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

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***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.

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).

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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.

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



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***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.                                                                 

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.

10

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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.

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.

11

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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.



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.

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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.

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.

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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.

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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.

Regulatory Process

Government authorities in the United States, including federal,
state, and local authorities, and in other countries, extensively regulate,
among other things, the manufacturing, research and clinical development,
marketing, labeling and packaging, storage, distribution, post-approval
monitoring and reporting, advertising and promotion, and export and import of
biological products, such as those we are developing. The process of obtaining
regulatory approvals and the subsequent compliance with appropriate federal,
state, local, and foreign statutes and regulations require the expenditure of
substantial time and financial resources.

Securing final regulatory approval for the manufacture and sale
of biological products in the U.S., Europe, Canada and other commercial
territories, is a long and costly process that is controlled by that particular
territorys regulatory agency. The regulatory agency in the U.S. is the FDA, in
Canada it is HC, and in Europe it is the European Medicines Agency, or EMA.
Other regulatory agencies have similar regulatory approval processes, but each
regulatory agency has its own approval processes. Approval in the U.S., Canada
or Europe does not assure approval by other regulatory agencies, although often
test results from one country may be used in applications for regulatory
approval in another country.

None of our products have been completely developed or tested
and, therefore, we are not yet in a position to seek final regulatory approval
to market any of our products.

U.S. Government Regulation

In the U.S., the FDA regulates drugs under the Federal Food,
Drug, and Cosmetic Act, or FDCA, and its implementing regulations, and biologics
under the FDCA and the Public Health Service Act, or PHSA, and its implementing
regulations. FDA approval is required before any new unapproved drug or biologic
or dosage form, including a new use of a previously approved drug, can be
marketed in the United States. Drugs and biologics are also subject to other
federal, state, and local statutes and regulations. If we fail to comply with
applicable FDA or other requirements at any time during the product development
process, clinical testing, the approval process or after approval, we may become
subject to administrative or judicial sanctions. These sanctions could include
the FDAs refusal to approve pending applications, license suspension or
revocation, withdrawal of an approval, warning letters, product recalls, product
seizures, total or partial suspension of production or distribution, civil
monetary penalties or criminal prosecution. Any FDA enforcement action could
have a material adverse effect on us.

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The process required by the FDA before product candidates may
be marketed in the United States generally involves the following:

| | completion of extensive preclinical laboratory
      tests and preclinical animal studies, all performed in accordance with the
      Good Laboratory Practices regulations;                                         
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | submission to the FDA of an investigational new
      drug application, or IND, which must become effective before human
      clinical trials may begin and must be updated annually;                               
| | approval by an independent institutional review
      board, or IRB, or ethics committee representing each clinical site before
      each clinical trial may be initiated;                                          
| | performance of adequate and well-controlled
      human clinical trials to establish the safety and efficacy of the product
      candidate for each proposed indication;                                            
| | preparation of and submission to the FDA of a
      new drug application, or NDA, or biologics license application, or BLA,
      after completion of all pivotal clinical trials;                                   
| | potential review of the product application by
      an FDA advisory committee, where appropriate and if applicable;                                                                                                 
| | a determination by the FDA within 60 days of
      its receipt of an NDA or BLA to file the application for review;                                                                                                  
| | satisfactory completion of an FDA pre-approval inspection
      of the manufacturing facilities where the proposed product is produced to
      assess compliance with current Good Manufacturing Practices, or cGMP;
| | a potential FDA audit of the preclinical
      research and clinical trial sites that generated the data in support of
      the NDA or BLA; and                                                                     
| | FDA review and approval of an NDA or BLA prior
      to any commercial marketing or sale of the product in the U.S.                                                                                                  

The preclinical research and clinical testing and approval
process require substantial time, effort, and financial resources, and we cannot
be certain that any approvals for our product candidates will be granted on a
timely basis, if at all.

An IND is a request for authorization from the FDA to
administer an investigational new drug product to humans in clinical trials. The
central focus of an IND submission is on the general investigational plan and
the protocol(s) for human clinical trials. The IND also includes results of
animal studies assessing the toxicology, pharmacokinetics, pharmacology, and
pharmacodynamic characteristics of the product; chemistry, manufacturing, and
controls information; and any available human data or literature to support the
use of the investigational new drug. An IND must become effective before human
clinical trials may begin. An IND will automatically become effective 30 days
after receipt by the FDA, unless before that time the FDA raises concerns or
questions related to the proposed clinical trials. In such a case, the IND may
be placed on clinical hold and the IND sponsor and the FDA must resolve any
outstanding concerns or questions before clinical trials can begin. Accordingly,
submission of an IND may or may not result in the FDA allowing clinical trials
to commence.

Clinical Trials

Clinical trials involve the administration of the
investigational new drug to human subjects under the supervision of qualified
investigators in accordance with Good Clinical Practices, or GCPs, which include
the requirement that all research subjects provide their informed consent for
their participation in any clinical trial. Clinical trials are conducted under
protocols detailing, among other things, the objectives of the study, the
parameters to be used in monitoring safety, and the efficacy criteria to be
evaluated. A protocol for each clinical trial and any subsequent protocol
amendments must be submitted to the FDA as part of the IND. Additionally,
approval must also be obtained from each clinical trial sites IRB or ethics
committee, before the trials may be initiated, and the IRB or ethics committee
must monitor the trial until completed. There are also requirements governing
the reporting of ongoing clinical trials and clinical trial results to public
registries.

The clinical investigation of a drug is generally divided into
three or four phases. Although the phases are usually conducted sequentially,
they may overlap or be combined.

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| | Phase I. The drug is initially introduced into healthy
      human subjects or patients with the target disease or condition. These
      studies are designed to evaluate the safety, dosage tolerance, metabolism
      and pharmacologic actions of the investigational new drug in humans, the
      side effects associated with increasing doses, and if possible, to gain
      early evidence on effectiveness.               
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Phase II. The drug is administered to a limited patient
      population to evaluate dosage tolerance and optimal dosage, identify
      possible adverse side effects and safety risks, and preliminarily evaluate
      efficacy.                                                                                                                                                                                                   
| | Phase III. The drug is administered to an expanded
      patient population, generally at geographically dispersed clinical trial
      sites to generate enough data to statistically evaluate dosage, clinical
      effectiveness and safety, to establish the overall benefit-risk
      relationship of the investigational new drug product, and to provide an
      adequate basis for physician labeling.                     
| | Phase IV. In some cases, the FDA may condition approval
      of an NDA or BLA for a product candidate on the sponsors agreement to
      conduct additional clinical trials after approval. In other cases, a
      sponsor may voluntarily conduct additional clinical trials after approval
      to gain more information about the drug. Such post-approval studies are
      typically referred to as phase IV clinical trials.

Clinical trial sponsors must also report to the FDA, within
certain timeframes, serious and unexpected adverse reactions, any clinically
important increase in the rate of a serious suspected adverse reaction over that
listed in the protocol or investigators brochure, or any findings from other
studies or animal testing that suggest a significant risk in humans exposed to
the product candidate. The FDA, the IRB or ethics committee, or the clinical
trial sponsor may suspend or terminate a clinical trial at any time on various
grounds, including a finding that the research subjects are being exposed to an
unacceptable health risk. Additionally, some clinical trials are overseen by an
independent group of qualified experts organized by the clinical trial sponsor,
known as a data safety monitoring board or committee. This group provides
authorization for whether or not a trial may move forward at designated check
points based on access to certain data from the trial.

The clinical trial process can take years to complete, and
there can be no assurance that the data collected will support FDA approval or
licensure of the product. Results from one trial are not necessarily predictive
of results from later trials. We may also suspend or terminate a clinical trial
based on evolving business objectives and/or competitive climate.

Submission of an NDA or BLA to the FDA

Assuming successful completion of all required preclinical
studies and clinical testing in accordance with all applicable regulatory
requirements, detailed investigational new drug product information is submitted
to the FDA in the form of an NDA or BLA requesting approval to market the
product for one or more indications. Under federal law, the submission of most
NDAs and BLAs is subject to an application user fee. For fiscal year 2015, the
application user fee exceeds $2.3 million, and the sponsor of an approved NDA or
BLA is also subject to annual product and establishment user fees, set at
$110,370 per product and $569,200 per establishment. These fees are typically
increased annually. Applications for orphan drug products are exempted from the
NDA and BLA application user fee, unless the application includes an indication
for other than a rare disease or condition, and may be exempted from product and
establishment user fees under certain conditions.

An NDA or BLA must include all relevant data available from
pertinent preclinical studies and clinical trials, including negative or
ambiguous results as well as positive findings, together with detailed
information relating to the products chemistry, manufacturing, controls, and
proposed labeling, among other things. Data comes from company-sponsored
clinical trials intended to test the safety and effectiveness of a use of a
product, and may also come from a number of alternative sources, including
trials initiated by investigators. To support marketing approval, the data
submitted must be sufficient in quality and quantity to establish the safety and
effectiveness of the investigational new drug product to the satisfaction of the
FDA.

Once an NDA or BLA has been submitted, the FDAs goal is to
review the application within ten months after it accepts the application for
filing, or, if the application relates to an unmet medical need in a serious or
life-threatening indication, six months after the FDA accepts the application
for filing. The review process is often significantly extended by the FDAs
requests for additional information or clarification.

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Before approving an NDA or BLA, the FDA typically will inspect
the facility or facilities where the product is manufactured. The FDA will not
approve an application unless it determines that the manufacturing processes and
facilities are in compliance with cGMP requirements and adequate to assure
consistent production of the product within required specifications.
Additionally, before approving an NDA or BLA, the FDA will typically inspect one
or more clinical sites to assure compliance with GCP.

The FDA is required to refer an NDA or BLA for a novel drug (in
which no active ingredient has been approved in any other application) to an
advisory committee or explain why such referral was not made. Typically, an
advisory committee is a panel of independent experts, including clinicians and
other scientific experts, that reviews, evaluates and provides a recommendation
as to whether the application should be approved and under what conditions. The
FDA is not bound by the recommendations of an advisory committee, but it
considers such recommendations carefully when making decisions.

The FDAs Decision on an NDA or BLA

After the FDA evaluates the NDA or BLA and conducts inspections
of manufacturing facilities where the product will be produced, the FDA will
issue either an approval letter or a Complete Response Letter. An approval
letter authorizes commercial marketing of the drug with specific prescribing
information for specific indications. A Complete Response Letter indicates that
the review cycle of the application is complete and the application is not ready
for approval. In order to satisfy deficiencies identified in a Complete Response
Letter, additional clinical data and/or an additional phase III clinical
trial(s), and/or other significant, expensive and time-consuming requirements
related to clinical trials, preclinical studies or manufacturing may be required
for the product candidate. Even if such additional information is submitted, the
FDA may ultimately decide that the NDA or BLA does not satisfy the criteria for
approval. The FDA could also approve the NDA or BLA with a risk evaluation and
mitigation strategy, plan to mitigate risks, which could include medication
guides, physician communication plans, or elements to assure safe use, such as
restricted distribution methods, patient registries and other risk minimization
tools. The FDA also may condition approval on, among other things, changes to
proposed labeling, development of adequate controls and specifications, or a
commitment to conduct one or more post-market studies or clinical trials. Such
post-market testing may include phase IV clinical trials and surveillance to
further assess and monitor the products safety and effectiveness after
commercialization. New government requirements, including those resulting from
new legislation, may be established, or the FDAs policies may change, which
could delay or prevent regulatory approval of our products under development.

Patent Term Restoration

Depending upon the timing, duration, and specifics of the FDA
approval of the use of our product candidates, some of our U.S. patents may be
eligible for limited patent term extension under the Drug Price Competition and
Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman
Amendments. The Hatch-Waxman Amendments permit a patent restoration term of up
to five years as compensation for patent term lost during product development
and the FDA regulatory review process. However, patent term restoration cannot
extend the remaining term of a patent beyond a total of 14 years from the
products approval date. The patent term restoration period is generally
one-half the time between the effective date of an IND and the submission date
of an NDA or BLA, plus the time between the submission date and the approval of
that application. Only one patent applicable to an approved product is eligible
for the extension and the application for the extension must be submitted prior
to the expiration of the patent and within 60 days of the products approval.
The U.S. Patent and Trademark Office, in consultation with the FDA, reviews and
approves the application for any patent term extension or restoration. In the
future, we may apply for restoration of patent term for one of our currently
owned or licensed patents to add patent life beyond its current expiration date,
depending on the expected length of the clinical trials and other factors
involved in the filing of the relevant NDA or BLA.

Companion Diagnostics

In its August 6, 2014, guidance document entitled In Vitro
Companion Diagnostic Devices, the FDA defines an IVD companion diagnostic
device to be an in vitro diagnostic device that provides information that is
essential for the safe and effective use of a corresponding therapeutic product.
Use of an IVD companion diagnostic device is considered essential when its use
is required in the labeling of a therapeutic product, for example, to select
appropriate patients for a product or those who should not use
the product, or to monitor patients to achieve safety or effectiveness. In most
circumstances, the IVD companion diagnostic device should be approved or cleared
by FDA under the device authorities of the FDCA contemporaneously with the
therapeutic products approval under section 505 of the FDCA for a drug or
section 351 of the PHSA for a biological product. FDA expects the therapeutic
product sponsor to address the need for an approved or cleared IVD companion
diagnostic device in its therapeutic product development plan. The therapeutic
product sponsor may develop its own IVD companion diagnostic device, partner
with a diagnostic device sponsor to develop an IVD companion diagnostic device,
or explore modifying an existing IVD diagnostic device to develop a new intended
use. The FDA explains if a diagnostic device and a therapeutic device are
studied together to support their respective approvals, both products can be
studied in the same investigational study that meets both the requirements of
the Investigational Device Exemption, or IDE, regulations and the IND
regulations. Depending on the study plan and participants, a sponsor may seek to
submit an IND alone, or both an IND and IDE.

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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 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.

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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  3 YEAR SUMMARY

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.

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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 AIF to the number of common shares, stock options and
deferred share units, or DSUs, refer to the post-consolidated 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 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

We consolidated our outstanding common shares issuing one
post-consolidated share for each 10 pre-consolidated shares and the common
shares began trading on a post-consolidated basis on February 6, 2013.

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.

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.

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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.

Share capital issued  for the year ended December 31, 2012

There were no common or preferred shares issued in the year
ended December 31, 2012.

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 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.

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 and
recorded an impairment loss of $429,763 in the second quarter of 2014.

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.

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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                    | 
|Capital expenditures | $ | 173,603 $               | 

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.

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
of our products. 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.

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 AIF. 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.

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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.

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.

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

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

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

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

We 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.

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.

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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;             
| | 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:

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| | 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.

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                                              

27

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| | 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.

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:

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| | 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.

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.

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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                                                                   
| | 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.

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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.

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.

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

We will be able to protect our intellectual property from
  unauthorized use by third parties only to the extent that our proprietary
  technologies, key products and any future products are covered by valid and
  enforceable 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.

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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.

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

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

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

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

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

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

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| | 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.

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 TSX Venture Exchange, or
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.

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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 AIF 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 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.

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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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.

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

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

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

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

DESCRIPTION OF SHARE CAPITAL

Overview

Our authorized share capital consists of an unlimited number of
common shares, Class B Shares and Series I First Preferred Shares, in each case
without nominal or par value.

The holders of common shares are entitled to receive notice of
and to attend all annual and special meetings of our shareholders and to one
vote per share held at each such meeting, and they are entitled to receive
dividends as determined and declared by our board of directors.

Subject to the rights of the holders of any other class of our
shares entitled to receive dividends in priority to or concurrently with the
holders of the common shares, our board of directors may in its sole discretion
declare dividends on the common shares to the exclusion of any other class of
shares of the Company.

In the event of our liquidation, dissolution or winding up or
other distribution of our assets among our shareholders for the purpose of
winding up our affairs, the holders of the common shares shall, subject to the
rights of the holders of any other class of shares entitled to receive our
assets upon such a distribution in priority to or concurrently with the holders
of the common shares, be entitled to participate in the distribution. Such
distribution shall be made in equal amounts per share on all the common shares
at the time outstanding without preference or distinction.

The holders of the Class B Shares are entitled to receive
notice of and to attend any meeting of our shareholders but shall not be
entitled to vote any of their Class B Shares at any such meeting. Each issued
and fully paid Class B Share may at any time be converted, at the option of the
holder, into one common share. In the event of our liquidation, dissolution or
winding up or other distribution of our assets among our shareholders for the
purpose of winding up our affairs, the holders of the Class B Shares shall be
entitled to participate rateably with the common shares in any distribution of
the assets of the Company.

The First Preferred Shares may at any time and from time to
time be issued in one or more series and our board of directors may before the
issue thereof fix the number of shares in, and determine the designation,
rights, privileges, restrictions and conditions attaching to the shares of, each
series of First Preferred Shares.

37

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The First Preferred Shares shall be entitled to priority over
the common shares and Class B Shares and all other shares ranking junior to the
First Preferred Shares with respect to the payment of dividends and the
distribution of our assets in the event of our liquidation, dissolution or
winding up or other distribution of our assets among our shareholders for the
purpose of winding up our affairs.

The First Preferred Shares of each series rank on a parity with
the First Preferred Shares of every other series with respect to priority in the
payment of dividends and in the distribution of our assets in the event of our
liquidation, dissolution or winding up or other distribution of our assets among
our shareholders for the purpose of winding up our affairs.

During 2013, we created a new series of shares, our Series I
Preferred Shares. The holders of Series I Preferred Shares are not entitled to
vote at any meeting of our shareholders (except in limited circumstances
provided for in the OBCA, and they are entitled to receive dividends as
determined and declared at the discretion of our board of directors equally on a
one-for-one basis with the holders of shares of the other series of First
Preferred Shares. Each issued and fully paid Series I Preferred Share may at any
time be converted, at the option of the holder, into one-thirtieth (1/30th) of a
common share, subject to adjustment.

As at December 31, 2014, 4,427,244 common shares were
outstanding, 69,504,689 Series I Preferred Shares were outstanding and
convertible into 2,316,823 common shares, and no Class B Shares were
outstanding. As at December 31, 2014, 138,724,781 common share purchase warrants
were outstanding and convertible into 4,624,159 common shares at a weighted
average exercise price of $8.73 per common share.

As at December 31, 2014, there were 590,141 stock options
outstanding to purchase common shares. The terms and conditions of such stock
options are contained in the 2014 Stock Option Plan.

As at December 31, 2014, we have issued 28,777 deferred share
units. The terms and conditions of such deferred share units are contained in
the 2014 DSU Plan.

Warrants

Our board of directors authorized or ratified the issuances of
the warrants set forth in the table below 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.

As at December 31, 2014, we had the following outstanding
warrants (on a post-consolidation basis):

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

Stock Options

Our board of directors authorized or ratified the issuances of
the options set forth in the table below and the issuance of one common share
upon the due exercise of each option 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.

38

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As at December 31, 2014, we had the following outstanding stock
options (on a post-consolidation basis):

|Number of Stock      |  |                    |  |                |  |                     
|-------------------- |  | ------------------ |  | -------------- |  | --------------------
|Options Outstanding  |  | Number Exercisable |  | Exercise Price |  | Expiry Date         
|3,333                |  | 3,333              |  | $7.50          |  | March
      6, 2015 
|1,667                |  | 1,667              |  | $30.00         |  | March
      6, 2015 
|3,333                |  | 3,333              |  | $7.50          |  | March
      7, 2015 
|1,333                |  | 1,333              |  | $30.00         |  | March
      7, 2015 
|1,667                |  | 1,667              |  | $30.00         |  | June
      28, 2016 
|3,334                |  | 3,334              |  | $30.00         |  | July
      18, 2016 
|417                  |  | 417                |  | $30.00         |  | August 25, 2016     
|333                  |  | 333                |  | $30.00         |  | June
      1, 2017  
|73,675               |  | 36,842             |  | $7.50          |  | April
      8, 2023 
|1,166                |  | 584                |  | $7.50          |  | May
      23, 2023  
|6,666                |  | 2,222              |  | $15.30         |  | January 29, 2024    
|13,332               |  | 4,444              |  | $18.90         |  | March
      6, 2024 
|264,127              |  | 88,043             |  | $10.35         |  | April
      17, 2024
|215,758              |  | 71,918             |  | $8.34          |  | May
      27, 2024  
|Total:
      590,141 |  | Total: 219,470     |  |                |  |                     

Deferred Share Units

As at December 31, 2014, we had 28,777 (post-consolidated)
issued and outstanding DSUs which are convertible into common shares.

Prior Sales

The following table summarizes details of each class of
securities that is outstanding but not listed or quoted on a marketplace issued
by the Company during the year ended December 31, 2014. On November 14, 2014,
the Company consolidated its outstanding common shares issuing one
post-consolidated share for each 30 pre-consolidated shares. The price and
number of securities in the table below have been adjusted to reflect the
post-consolidation values.

Date of Issuance
    Price per Security or
      Exercise Price as Applicable
    Number of and Description
      of SecuritiesJanuary 29, 2014
    $15.30
    6,666
      Options(1)March 6, 2014
    $18.90
    13,332
      Options(1)April 17, 2014
    $10.35
    264,127
      Options(1)May 27, 2014
    $8.34
    215,758
      Options(1)May 27, 2014
    $8.34
    28,777 Deferred Share
      Units(2)


Note:

39

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|(1) | Issued under the 2014 Stock Option Plan.
|--- | ----------------------------------------
|(2) | Issued under the 2014 DSU Plan.         

MARKET FOR SECURITIES

We were listed on the TSXV until April 22, 2014 when we
delisted from the TSXV and began trading on the 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
delisted and began trading on the NASDAQ Capital Market under the symbol TRIL
on December 19, 2014. The following table shows the price ranges and volumes
traded on the TSXV/TSX and OTCQX/NASDAQ for the periods noted:

Month
    TSXV/TSX
    OTCQX/NASDAQHigh ($)
    Low ($)
    Volume (#)
    High (US$)
    Low (US$)
    Volume (#)December 2014
    $ 10.500
    $ 7.020
    209,040
    $ 9.100
    $ 6.017
    893,391November 2014
    $ 10.350
    $ 8.250
    183,076
    $ 9.090
    $ 7.350
    177,862October 2014
    $ 8.400
    $ 6.300
    59,873
    $ 7.650
    $ 5.637
    68,959September 2014
    $ 9.150
    $ 7.200
    66,472
    $ 8.550
    $ 6.300
    40,676August 2014
    $ 9.150
    $ 8.250
    51,381
    $ 8.409
    $ 7.500
    45,757July 2014
    $ 10.350
    $ 8.400
    60,773
    $ 9.960
    $ 7.608
    32,116June 2014
    $ 12.300
    $ 8.100
    103,066
    $ 11.490
    $ 7.278
    32,151May 2014
    $ 12.150
    $ 7.950
    83,797
    $ 11.310
    $ 7.140
    34,901April 2014
    $ 15.600
    $ 9.750
    136,717
    $ 14.235
    $ 8.700
    50,706March 2014
    $ 22.200
    $ 12.600
    182,545
    $ 19.596
    $ 11.064
    88,116February 2014
    $ 18.000
    $ 14.700
    65,422
    $ 16.470
    $ 13.200
    39,449January 2014
    $ 19.500
    $ 11.400
    243,433
    $ 17.922
    $ 10.605
    179,312


Note:

|(1) | Common share market prices are restated to reflect the 30
      for 1 share consolidation completed in November
2014.
|--- | ---------------------------------------------------------------------------------------------------------------------

BOARD OF DIRECTORS AND MANAGEMENT

The following table and summary of business experience set
forth the name, office held, and functions and areas of experience in the
Company, principal business activities and other principal directorships of each
of our directors and senior management:

|Name                                                                 |  |                                                                                                                                                                                                                                                                                                                                                                           
|-------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Present Office Held                                                  |  |                                                                                                                                                                                                                                                                                                                                                                           
|Province/State and                                                   |  |                                                                                                                                                                                                                                                                                                                                                                           
|Country of Residence                                                 |  |                                                                                                                                                                                                                                                                                                                                                                           
|Position Held
    Since                                              |  | Principal Business Activities, Other Principal
      Directorships and Function                                                                                                                                                                                                                                                                                           
|Luke BesharDirector(1)
      New
    Jersey, USA 
    March 10, 2014 |  | Mr. Beshar was the Executive/Senior Vice
      President and Chief Financial Officer of NPS Pharmaceuticals, Inc., a
      global biopharmaceutical company from November 2007 to February 2015.
      As
        an independent director, Mr. Beshar supervises our management and helps to
      ensure compliance with our corporate governance policies and standards.

40

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|Henry
      Friesen Director(1)(2)
      Manitoba, Canada 
      June 28, 2011                                                                                                                 |  | Dr.
      Friesen is a Distinguished University Professor Emeritus at University of Manitoba
      since October 2000.
      As an independent director, Dr. Friesen supervises our
        management and helps to ensure compliance with our corporate governance
      policies and standards.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Robert Kirkman Director(1)(3)
      Washington, USA 
        
      December 17, 2013                                                                                                          |  | Dr. Kirkman is President and Chief Executive
      Officer and director of Oncothyreon Inc., an oncology-focused
      biotechnology company since September 2006.
      As an independent director,
        Dr. Kirkman supervises our management and helps to ensure compliance with
      our corporate governance policies and standards.                                                                                                                                                                                                                                                                                                                                                                                                               
|Michael Moore Director(2)(3)
      Surrey, UK 
       
      April 9, 2013                                                                                                                     |  | Dr. Moore is the Executive Chair of MISSIONTherapeutics Ltd. since 2012 and a Board Chair or Director of several
      private biopharmaceutical companies in the UK. From 2004 to 2013, Dr.
      Moore was the Chair of Trillium Privateco, and from 2003 to 2008, Dr.
      Moore was the Chief Executive Officer and Director of PIramed Ltd, a UK-
      based oncology company sold to Roche in 2008.
      As an independent director,
        Dr. Moore supervises our management and helps to ensure compliance with
      our corporate governance policies and standards.                                                                                                                                                                        
|Thomas ReynoldsDirector(2)(3)
      Washington, USA 
       
      March 10, 2014                                                                                                              |  | Dr. Reynolds is an independent biotechnology
      consultant since February 2013, and was Chief Medical Officer of Seattle
      Genetics, Inc., a biotechnology company focused on antibody-based
      therapies for the treatment of cancer from March 2007 to January 2013. Dr.
      Reynolds also sits on the board of MEI Pharma, Inc.
      As an independent
        director, Dr. Reynolds supervises our management and helps to ensure
      compliance with our corporate governance policies and standards.                                                                                                                                                                                                                                  
|Calvin Stiller Director, Chair of the
      Board 
      Ontario, Canada 
       
      July 18, 2011                                                                                          |  | Dr. Stiller is the Chair of Ontario Institute
      for Cancer Research and Professor Emeritus at Western University. Dr.
      Stiller also sits on the board of Revera Corporation and Magor
      Corporation.
      As an independent director, Dr. Stiller supervises our
        management and helps to ensure compliance with our corporate governance
      policies and standards.                                                                                                                                                                                                                                                                                                                                                                
|Niclas Stiernholm President and Chief
      Executive Officer, Director 
      Ontario, Canada 
      Director since July 18,
      2011; President and CEO since 
       
      April 9, 2013 |  | Dr. Stiernholm is the President and Chief
      Executive Officer of Trillium since April 9, 2013 and was the President
      and Chief Executive Officer of Trillium Privateco since 2002. He joined
      Trillium from YM BioSciences where he was Executive Vice President and
      Chief Scientific Officer.
      As President and Chief Executive Officer, Dr.
        Stiernholm is responsible for overseeing our strategic direction,
        executing business development plans and ensuring that our scientific
        programs remain funded and advance on schedule. As a director, Dr.
        Stiernholm participates in management oversight and helps to ensure
      compliance with our corporate governance policies and standards.
|Robert Uger Chief Scientific Officer 
      Ontario,
      Canada 
       
      April 9, 2013                                                                                                 |  | Dr. Uger is the Chief Scientific Officer of
      Trillium since April 9, 2013 and was the Vice President, Research of
      Trillium Privateco since 2003. He joined Trillium from Aventis Pasteur
      where he was a Senior Research Scientist involved in cancer vaccine
      research.
      As Chief Scientific Officer, Dr. Uger is responsible for
        developing and implementing our scientific direction, and oversees both
        internal product development and external research and development
      programs.                                                                                                                                                                                                                     

41

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|James Parsons Chief Financial Officer 
Ontario, Canada
      
       
      August 25, 2011              |  | Mr. Parsons is the Chief Financial Officer of
      Trillium since August 25, 2011 and was also the Director, Finance of
      Trillium Privateco. He was previously the Vice President, Finance of DiaMedica Inc. from October 2010 to May
      2014, and Chief Financial Officer of Amorfix Life Sciences Ltd. from 2006
      to 2010. Mr. Parsons sits on the board of Sernova Corp.
      As Chief Financial
        Officer, Mr. Parsons is responsible for financial and risk management,
      investor relations, corporate governance and administration.
|-------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Penka Petrova Vice-President, Drug
      Development 
      Ontario, Canada 
       
      April 9, 2013 |  | Dr. Petrova is the Vice President, Drug
      Development of Trillium since April 9, 2013 and was the Director, Drug
      Development of Trillium Privateco from June 2011 to March 2013. Dr.
      Petrova joined Trillium Privateco from Prescient Neuropharma in 2003.
      As
        Vice President, Drug Development, Dr. Petrova is responsible for managing
        our formal drug development efforts, including all outsourced activities
      to contract manufacturers and contract research organizations.                                         

Notes:

|(1) | Member of our audit committee.                                    
|--- | ------------------------------------------------------------------
|(2) | Member of our corporate governance and nominating
      committee.
|(3) | Member of our compensation
committee.                             

Directors are elected annually and hold office until a
successor is elected at a subsequent annual meeting of the Company, unless a
directors office is earlier vacated in accordance with the by-laws of the
Company. The business address for our directors and senior management is
Trillium Therapeutics Inc., 96 Skyway Avenue, Toronto, Ontario, Canada, M9W 4Y9.

As at December 31, 2014, the directors and senior officers of
the Company, as a group, beneficially owned, directly or indirectly, 31,000
common shares of the Company constituting approximately 0.7% of the issued and
outstanding common shares.

CONFLICTS OF INTEREST

Certain of our officers and directors are also officers and/or
directors of other companies engaged in the biotechnology industry and research
business generally. As a result, situations arise where the interest of such
directors and officers conflict with their interests as directors and officers
of other companies. The resolution of such conflicts is governed by applicable
corporate laws, which require that directors act honestly, in good faith and
with a view to the best interests of the Company. In addition, the OBCA, our
governing statute, requires our officers and directors to disclose any personal
interest which they may have in any material contract or transaction which is
proposed to be entered into with the Company and, in the case of directors, to
abstain from voting as a director for the approval of any such contract or
transaction, unless otherwise permitted under the OBCA.

LEGAL PROCEEDINGS

We are not a party to, and none of our assets are subject to,
any material legal proceedings, nor to our knowledge are any such proceedings
contemplated.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

There are no material interests, direct or indirect, of
directors, senior officers, any shareholders who beneficially own, directly or
indirectly, more than 10% of our outstanding common shares, or any known
associates or affiliates of such persons, in any transaction within the last
three years or in any proposed transaction which has materially affected or
would materially affect the Company.

42

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For the years ended December 31, 2014 and 2013, $7,916 and
$138,750, respectively, was paid to our former Executive Chair, a director, for
consulting fees. These transactions were in the normal course of operations and
were measured at the exchange amount, which is the amount of consideration
established and agreed to by the parties.

INTEREST OF EXPERTS

Our auditors are Ernst & Young LLP, Chartered Professional
Accountants, Licensed Public Accountants, Toronto, Ontario, Canada. Our
consolidated financial statements as at December 31, 2014 and 2013 have been
audited by Ernst & Young LLP, Independent Registered Public Accounting Firm,
as indicated in their report dated March 23, 2015. Ernst & Young LLP has
been the Corporation's auditors since inception on March 31, 2004.

Ernst & Young LLP has advised that they are independent
with respect to the Corporation within the meaning of the Rules of Professional
Conduct of the Chartered Professional Accountants of Ontario (registered name of
the Institute of Chartered Accountants of Ontario) and the rules and standards
of the Public Company Accounting Oversight Board (PCAOB) (United States) and the
securities laws and regulations administered by the United States Securities and
Exchange Commission.

TRANSFER AGENT

Our registrar and transfer agent is Computershare Trust Company
of Canada, located at 100 University Avenue, Toronto, Ontario, M5J 2Y1.

MATERIAL CONTRACTS

There are no other contracts, other than those disclosed in
this AIF and those entered into in the ordinary course of our business, that are
material to us and which were entered into in the last completed fiscal year or
which were entered into before the most recently completed fiscal year but are
still in effect as of the date of this AIF:

|1. | License Agreement between Trillium Privateco, UHN and HSC
      dated February 1, 2010 pursuant to which we licensed intellectual property
      relating to methods and compounds for the modulation of the 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. We paid an up-front license
      fee of $150,000 and committed 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 respectively, and payments upon the achievement of certain
      regulatory milestones as well as royalties of either 3% or 1% of net
      revenues on commercial sales. 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.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | GPEx®-Derived Cell Line Sale Agreement between Trillium
      Therapeutics Inc. and Catalent Pharma Solutions, LLC dated August 12, 2014
      pursuant to which we acquired the right to use the GPEx® expression system
      for the manufacture of TTI-621 (SIRPαFc). Consideration for the license
      includes potential pre-marketing approval milestones of up to US$875,000
      and aggregate sales milestone payments of up to US$28.8 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | GPEx®-Derived Cell Line Sale Agreement between Trillium
      Therapeutics Inc. and Catalent Pharma Solutions, LLC dated August 12, 2014
      pursuant to which we acquired the right to use the GPEx® expression system
      for the manufacture of TTI-622 (SIRPαFc). Consideration for the license
      includes potential pre-marketing approval milestones of up to US$875,000
and aggregate sales milestone payments of up to US $28.8 million.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

43

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|4. | Shareholder rights plan between Trillium and
      Computershare Investor Services Inc. dated September 16, 2013 and amended
      June 3, 2014. This plan was approved by our shareholders on May 27, 2014.
      See the discussion in the section of this prospectus entitled Description
      of Share Capital  Shareholder Rights Plan.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                 
|5. | 2014 Stock Option Plan that was approved by our
      shareholders on May 27, 2014. See the discussion in the section of this
      prospectus entitled Board of Directors and Management  Stock Option
      Plan.                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                 
|6. | 2014 DSU Plan that was approved by our shareholders on
      May 27, 2014. See the discussion in the section of this prospectus
      entitled Board of Directors and Management  Deferred Share Unit
      Plan.                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                 
|7. | Warrant Indenture between the Company and Computershare
      Trust Company of Canada, or Computershare, dated March 15, 2013. This
      indenture provides that Computershare will act as the trust agent for the
      administration of the issued warrants.                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                 
|8. | Warrant Indenture between the Company and Computershare
      dated April 8, 2013. This indenture provides that Computershare will act
      as the trust agent for the administration of the issued
warrants.                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                 
|9. | Warrant Indenture between the Company and Computershare
      dated December 13, 2013. This indenture provides that Computershare will
      act as the trust agent for the administration of the issued
    warrants.                                                                                                                          

ADDITIONAL INFORMATION

Additional information about us may be found on SEDAR at
www.sedar.com. Additional information including directors and officers
remuneration and indebtedness, principal holders of our securities, options to
purchase securities and securities authorized for issuance under equity
compensation plans, is contained in our Management Information Circular dated
April 22, 2014 provided for the last annual meeting of our shareholders held on
May 27, 2014. Additional information may also be found in our audited financial
statements and related MD&A for the year ended December 31, 2014. Each of
these documents is available on SEDAR at www.sedar.com and is incorporated
herein by reference.

44

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