Exhibit 10.10


 


Executive Employment Agreement


 


BETWEEN:


 


MDNA Life Sciences Inc.


a corporation duly incorporated under the laws
of the State of Delaware,


(“MDNA”)


 


- and –


 


Robert Poulter,


of Gorham, Ontario, Canada


(the "Executive")


 


WHEREAS:


 


		1.	MDNA is engaged in the business of mitochondrial genomics
research and development of early detection and/or diagnosis and/or prognosis and/or therapies for prostate cancer, bladder cancer,
testicular cancer, skin cancer, melanoma, breast cancer, cervical cancer, endometrial cancer, ovarian cancer, colo-rectal cancer,
lung cancer, and other cancers, endometriosis and other diseases and conditions; and



 


		2.	MDNA and the Executive have agreed to enter into an employment
relationship for their mutual benefit;



 


FOR GOOD AND VALUABLE CONSIDERATION,
the receipt and adequacy of which is acknowledged, the parties agree as follows:


 


		1.	Cancellation of Prior Agreements



 


		(1)	MDNA and the Employee herein agree that this Agreement
constitutes the entire agreement between the parties with respect to the matters contained herein and supersedes any and all prior
and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written,
with respect to that subject matter.



 


		2.	Duties



 


		(1)	MDNA appoints the Executive to undertake the duties and
exercise the powers as Chief Business Officer and the Executive accepts the position on the terms and conditions set forth in
this agreement.



 


		(2)	Given the rapidly evolving growth of MDNA, the Executive
agrees that his duties, location of employment and reporting relationships may be adjusted at any time, within MDNA’s discretion,
to meet its ongoing business requirements, without any advance notice except as may be required by statute. The Executive agrees
that any such change will not amount to a constructive dismissal.



 




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		(3)	The Executive will be responsible for:



 


		a.	Day-to-day management of MDNA’s license and distribution
deal making.



		b.	Supporting and advising on MDNA’s merger and acquisition
deal making.



		c.	Developing and executing license and distribution deal
strategies that allow the company to fulfill its scientific mission, product vision, corporate revenue objectives, and build shareholder
value.



		d.	Take ultimate relationship management responsibility for
license and distribution deals including oversight of transaction implementation.



		e.	Work with company teams to manage, execute, and implement
license and distribution and other partnering transactions.



		f.	Produce quality deliverables – presentations, term
sheets, agreements, implementation plans.



		g.	Conduct research and analysis to support international
business and corporate development within the firm.



		h.	Provide guidance to the company’s product development
staff as required.



		i.	Forge strong relationships with the industry and the company’s
business partners.



 


		(4)	The Executive will report to the President and Chief Executive
Officer and shall perform such duties and exercise such powers related thereto as may from time to time be assigned to him by
the President and Chief Executive Officer and/or the Board of Directors.



 


		(5)	The Executive acknowledges that the hours of work involved
will vary and be irregular and those hours are required to meet the objectives of MDNA. The Executive agrees to undertake and
diligently perform the duties as may be requested by MDNA and will devote his full working time to carry out those duties in the
interests of MDNA. The Executive also acknowledges that he is in the position of a fiduciary with respect to MDNA and all of its
property and assets, whether tangible or intangible.



 


		(6)	The Executive warrants to MDNA that the performance of
his duties as an employee of MDNA will not breach any agreement or other obligation to keep confidential the proprietary information
of any other party; and he is not bound by any agreement with or obligation to any other party that conflicts with his obligations
as an employee of MDNA. The Executive further warrants that he will not, in the performance of his duties as an employee of MDNA:
improperly bring to MDNA or use any trade secrets, confidential information or other proprietary information of any other party.



 


		3.	Term



 


The Executive's appointment under
this contract shall commence with effect from March 1, 2018 and shall continue until terminated in accordance with the provisions
of clause 8 of this agreement.


 


		4.	Compensation



 


		(1)	The fixed annual remuneration of the Executive for his
active services shall be at the rate of $225,000 US Dollars per annum. The fixed remuneration shall be reviewed by MDNA on an
annual basis.



 


		(2)	In addition to the fixed remuneration, the Executive may,
in the absolute discretion of MDNA, receive from MDNA a bonus payment in respect of a year, which discretionary bonus shall not
exceed up to a maximum of 30% of the fixed remuneration for that year. The Executive’s bonus will be performance based and
based upon pre-defined financial, business and personal objectives for the Executive that will be set and determined by the Board
of Directors. The Executive is only eligible for any bonus while he is an active employee and up to the date of termination of
his employment. No bonus will accrue, be due or payable for any period post-termination.



 




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		(3)	The bonus plan may be revised, amended or cancelled at
the sole discretion of MDNA. MDNA makes no representations or warranties as to the terms, form, nature or content of any future
bonus plan.



 


		(4)	In addition to the fixed remuneration and discretionary
bonus plan, the Executive may, in the absolute discretion of MDNA, receive from MDNA stock options or stock-related grants.



 


		(5)	All taxable amounts set forth in this Agreement are subject
to applicable withholding or source deductions.



 


		5.	Benefits



 


		(1)	Expenses. It is understood and agreed that the Executive
will incur expenses in connection with his duties under this agreement. MDNA will reimburse the Executive for any reasonable business
expenses, in accordance with company policy, provided that the Executive provides to MDNA an itemized written account and receipts
acceptable to MDNA in accordance with the Travel & Expense policies of the corporation.



 


		(2)	Benefit plans. In addition to the compensation outlined
above, the Executive shall participate in all group medical, dental or other such benefit plans (the "Employee Benefits")
which MDNA provides to its employees. MDNA reserves the right to unilaterally revise the terms of the Employee Benefits or to
eliminate any Employee Benefits altogether upon providing the Executive with 90 days' advance written notice of such changes.
Any such changes to the Employee Benefits will be made to the group plan as a whole and will not only affect the Executive. The
Executive agrees that a change made in accordance with this paragraph shall not constitute a constructive dismissal. Benefits
will be provided in accordance with the formal plan documents or policies and any issues with respect to entitlement or payment
of benefits under any of the Employee Benefits will be governed by the terms of such documents or policies establishing the benefit
in issue.



 


		6.	Service



 


		(1)	The Executive, throughout the term of the Executive's appointment,
shall devote his full time and attention to the business and affairs of MDNA and its subsidiaries and shall not, without the consent
in writing of the Board of Directors of MDNA, undertake any other business or occupation or become a director, officer, employee,
contractor or agent of any other company, firm or individual.



 


		(2)	The Executive shall well and faithfully serve MDNA and
its subsidiaries and use his best efforts to promote the interests thereof and shall not disclose the private affairs of MDNA
and its subsidiaries to any person other than the Board of Directors of MDNA or for any purposes other than those of MDNA.



 




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		7.	Vacation



 


The Executive shall be entitled
during each year six (6) weeks' paid vacation. The vacation shall be taken at the time or times acceptable to MDNA, having regards
to the business requirements and subject to the company vacation policies. The Executive shall not be allowed to carry forward
any unused vacation into the next calendar year unless such carry forward is previously approved by MDNA in accordance with the
MDNA Vacation Policy.


 


		8.	Termination of Employment



 


		(1)	The parties understand and agree that the Executive's employment
pursuant to this agreement may be terminated as follows:



 


		a.	by the Executive, at any time, for any reason, on the giving
of ninety (90) days written notice to MDNA (MDNA may waive notice, in whole or in part and if it does so, the Executive's entitlement
to remuneration and benefits pursuant to this agreement will cease on earlier of (i) the date the Executive commences alternate
employment; or, (ii) the date the Executive’s 90 day written notice period expires). The Executive shall not be entitled
to any termination or severance payment but will be entitled to payment of any accrued and unpaid salary earned plus payment for
any accrued and unused vacation entitlement not used up to and including the date of termination, payable in the ordinary course.



 


		b.	by MDNA, in its absolute discretion, without any notice
or pay in lieu thereof, for just cause.
	 	 	For the purposes of this agreement,
"cause" includes, without limitation, the following:



 





		(i)	any material breach of the provisions of this agreement;



		(ii)	conduct of the Executive which brings the Executive or
MDNA into disrepute;



		(iii)	the conviction of the Executive of a criminal offence punishable
by indictment (where such cause is not prohibited by law); and



		(iv)	any and all omissions, commissions or other conduct which
would constitute "cause" at common law.



 


		c.	by MDNA, at its absolute discretion, without cause and
for any reason, by providing the Executive with:



 


		(i)	working notice of termination equal to the greater
of:



 


Twelve (12) months notice. For
the sake of greater clarity, this provision provides that MDNA may terminate the Executive’s employment, without cause and
for any reason, by providing working notice of termination.; or


 


		a)	The minimum termination and, if applicable, severance required
by the provisions of the Ontario Employment Standards Act 2000, S.O., c. 41, as it may from time to time be amended.



 


		(ii)	in lieu of such notice, a lump sum payment equivalent to
your base salary plus an amount equivalent to MDNA monthly cost for Employee Benefits plus an amount equivalent to any accrued
and unused vacation entitlement for the applicable notice period under (i) above; or



 




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		(iii)	in lieu of such notice, a continuance of your base salary
(including any Employee Benefits which may be offered by MDNA if such continuation of benefits are permitted by its carriers)
for a period equal to the applicable notice period under (i) (“termination pay continuation period”); or



 


		(iv)	any combination of (i), (ii) and (iii) above.



 


		d.	During any termination pay continuation period, the Executive
has a duty to seek alternate employment and mitigate his damages. In the event that during any termination pay continuation period,
the Executive secures other employment (including contract or self employment), the Executive shall immediately advise MDNA and
MDNA shall discontinue the payments and benefits in c (ii) and c (iii) above. Thereafter, MDNA shall provide to the Executive
with the equivalent of one-half (50 per cent) of the remaining salary, Employee Benefit equivalent, and vacation entitlement he
would have received to the end of the termination pay continuation period, in a lump sum payment. Under no circumstances will
the Executive receive less than the minimum statutory entitlements under the Ontario Employment Standards Act 2000, S.O.,
c. 41, as it may from time to time be amended. Should the Executive fail to report any income generating position or contract
to MDNA within seven (7) days of securing such a position, all entitlements to termination pay will immediately cease.



 


		e.	It is agreed and understood that the amounts outlined in
(c) above constitute reasonable notice and include any obligation which MDNA may have for pay in lieu of notice and/or severance
pay pursuant to the Ontario Employment Standards Act, 2000, S.O. 2000, c. 41. The Executive agrees to accept the notice
(or pay in lieu of notice) as set out in this clause in full and final settlement of all amounts owing to the Executive by MDNA
on termination, including any payment in lieu of notice of termination, entitlement of the Executive under any applicable statute
and any rights which the Executive may have at common law, and the Executive waives any claim to any other payment or benefits
from MDNA.



 


The above provisions include both
notice of termination and severance pay, whether by statute or common law, and may exceed those terms as defined in the Employment
Standards Act, 2000, S.O. 2000, as amended. The provisions of the Employment Standards Act, 2000, S.O. 2000 as it may
from time to time be amended are incorporated into this Agreement and shall prevail if greater.


 


		(2)	The Executive's employment shall also be terminated upon
his death.



 


		(3)	On termination of employment the Executive shall immediately
resign all offices held (including directorships) with MDNA and its subsidiaries and affiliates and save as provided in this agreement,
the Executive shall not be entitled to receive any payment or compensation for loss of office or otherwise by reason of the resignation.
If the Executive fails to resign as mentioned, MDNA is irrevocably authorized to appoint some person in the Executive's name and
on his behalf to sign any documents or do any things necessary or requisite to give effect to such resignation.



 




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		(4)	The Executive's obligations concerning confidentiality,
intellectual property, non-solicitation and other matters as set out in Schedule A of this agreement shall survive the termination
of the Executive's employment pursuant to this agreement.



 


		9.	Employer's Property



 


The Executive acknowledges that all
items of any and every nature or kind created or used by the Executive pursuant to his employment under this agreement, or furnished
by MDNA to the Executive, and all equipment, credit cards, books, computers, personal digital assistants, records, reports, files,
electronic files, manuals, literature, confidential information or other materials, shall remain and be considered the exclusive
property of MDNA at all times and shall be surrendered to MDNA , in good condition, promptly at the request of MDNA, or in the
absence of a request, on the termination of the Executive's employment with MDNA .


 


		10.	Confidentiality, Intellectual Property, Non-Solicitation
And Other Matters



 


As a term of the Executive’s
employment, he is required to review and sign the enclosed Agreement concerning Confidentiality, Intellectual Property, Non-Solicitation
and Other Matters (attached as Schedule “A”). This Agreement constitutes and forms part of the overall employment
agreement between the Executive and MDNA.


 


		11.	Assignment of Rights



 


The rights which accrue to MDNA under
this agreement shall pass to its successors or assigns. The rights of the Executive under this agreement are not assignable or
transferable in any manner.


 


		12.	Notices



 


		(1)	Any notice required or permitted to be given to the Executive
shall be sufficiently given if delivered to the Executive personally or if mailed by registered mail to the Executive's address
last known to MDNA, or if delivered to the Executive via facsimile or electronic mail.



 


		(2)	Any notice required or permitted to be given to MDNA shall
be sufficiently given if mailed by registered mail to MDNA’s head office at its address last known to the Executive, or
if delivered to MDNA via electronic facsimile or electronic mail.



 


		13.	Severability



 


In the event that any provision or
part of this agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts
shall be and remain in full force and effect.


 


		14.	Entire Agreement



 


This document constitutes the entire
agreement between the parties with respect to the employment and appointment of the Executive and any and all previous agreements,
written or oral, express or implied, between the parties or on their behalf, relating to the employment and appointment of the
Executive by MDNA, are terminated and cancelled and each of the parties releases and forever discharges the other of and from all
manner of actions, causes of action, claims and demands whatsoever, under or in respect of any agreement.


 




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		15.	Modification of Agreement



 


Any modification to this agreement
must be in writing and signed by the parties or it shall have no effect and shall be void.


 


		16.	Acknowledgement.



 


The Executive acknowledges that:


 


		a.	he has received a copy of this Agreement;



		b.	he has had sufficient time to review and consider this
Agreement thoroughly;



		c.	he has read and understands the terms of this Agreement
and his obligations under this Agreement;



		d.	the restrictions placed upon him by this Agreement are
reasonably necessary to protect MDNA’s proprietary interests and will not preclude the Executive from being gainfully employed
in a suitable capacity following the termination of the Executive’s employment, given his knowledge and experience;



		e.	he has been given an opportunity to obtain independent
legal advice, or such other advice as he may desire, concerning the interpretation and effect of this Agreement and the Employee
has obtained such advice; and



		f.	this Agreement is entered into voluntarily by him.



 


		17.	Further Assurances



 


The parties shall from time to time
execute and deliver all such further documents and do all acts and things as the other party may reasonably require to effectively
carry out or better evidence or perfect the full intent and meaning of this Agreement.


 


		18.	Counterparts



 


This agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
instrument. This Agreement may be executed and delivered by facsimile or other electronic means.


 


		19.	Headings



 


The headings used in this agreement
are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements
contained in it.


 


		21.	Governing Law



 


This agreement shall be construed
in accordance with the laws of the Province of Ontario.


 




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IN WITNESS WHEREOF this agreement has
been executed by the parties to it, as follows:


 


SIGNED, SEALED AND DELIVERED


in the presence of:


 


 


	Dated: March 1, 2018	 	/s/ Robert Poulter
	 	 	Robert Poulter
	Witness:	 	 	 
	 	 	 	 
	/s/ Heather Poulter	 	 	 
	Heather Poulter	 	 	 
	Print Name under Signature	 	 	 
	 	 	 	 
	 	 	 	 
	Dated: March 1, 2018	 	 
	 	 	MDNA Life Sciences Inc.
	 	 	“I have authority to bind the company”
	 	 	 	 
	 	 	Name:	Chris Mitton
	 	 	 	 
	 	 	Title:	Chief Executive Officer


 




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SCHEDULE “A” TO EXECUTIVE
EMPLOYMENT AGREEMENT


 


Agreement Concerning Confidentiality, Intellectual
Property, Non-Solicitation and Other Matters


 


BETWEEN:


 


MDNA Life Sciences Inc.


 


(“MDNA”)


 


- AND-


 


Robert Poulter


(“the Employee” or “I”)


 


In my employment with MDNA Life Sciences Inc.
(“MDNA”), I, Robert Poulter, understand that I will be given access to Confidential Information about MDNA and its
affiliated companies, and that I will be entrusted with relationships and connections with MDNA’s clients, suppliers, employees
and others. In consideration of my employment, I acknowledge, understand and agree with MDNA as follows:


 


		1)	Confidential information:



 


		a)	Confidential Information. All Confidential Information
covering the business or affairs of MDNA or its affiliated companies, or all Confidential Information of their clients or suppliers
is the exclusive and confidential property of MDNA, or those parties, as the case may be, and will at all times during and subsequent
to my employment with MDNA be regarded and protected as such by me.



 


		i)	“Confidential Information” means information
in any form, not generally known to the public, disclosed to or acquired by me directly or indirectly from MDNA or any clients,
suppliers, business partners or affiliates of MDNA including, without limitation, through access to MDNA’s place of business
and contact with MDNA’s clients, suppliers, business partners or affiliates during the term of my employment with MDNA,
including, without limitation:



 


		(1)	confidential methods of operation, which include all information
relating to MDNA’s research and development, know-how, processes, marketing programs, services and products, methods, service
systems, security information and systems, and trade secrets;



 


		(2)	information pertaining to any intellectual and industrial
property rights of MDNA and/or its affiliates including information relating to all inventions, designs, ideas, works, creations,
developments, programs, plans, codes, drawings, sketches, compilations of information, analyses, experiments, data, formula, formulations,
specifications, research, know-how, test data, technical data, methods, processes, procedures, techniques, practices, prototypes,
products, (including without limitation parts and accessories hereof) samples, equipment, tools, machines and includes any modifications
or improvements hereto;



 


		(3)	any information regarding or relating to the use of mitochondrial
genomics research and development of early detection and/or diagnosis and/or prognosis and/or therapies for prostate cancer, bladder
cancer, testicular cancer, skin cancer, melanoma, breast cancer, cervical cancer, endometrial cancer, ovarian cancer, colo-rectal
cancer, lung cancer, and other cancers, endometriosis and other diseases and condition;



 




     


     


    

  


		(4)	personal information, including identification and medical
information regarding participants in research studies being performed by MDNA and once MDNA products are commercially available,
individuals undergoing detection, diagnostic and/or treatment procedures;



 


		(5)	any source of supply of products, raw materials, terms
available from suppliers and information provided or related to suppliers of products, raw materials or services, and any terms
of any contractual arrangements between MDNA and/or its affiliates and the supplier of any products, raw materials or services;



 


		(6)	all information regarding MDNA’s clients, including
customer lists, contracts, prices, invoices, computer printouts, contact information and other similar information;



 


		(7)	all information concerning MDNA’s potential customers
and clients, including mailing lists, prospects, contact information, and other similar information;



 


		(8)	any information about the business of MDNA which is not
known to the public or competitors, or any other information which gives MDNA an opportunity to obtain an advantage over competitors
who do not know such information;



 


		(9)	financial information, including MDNA’s costs, sales,
income, profits and other similar information;



 


		(10)	business opportunities, including all clients, suppliers,
business partners, ventures considered by MDNA, whether or not such opportunities are pursued;



 


		(11)	personnel information, including the names of employees
and independent contractors and applicable remuneration and benefit policies;



 


		(12)	computer programs and procedures relating to business of
MDNA or its affiliates and other similar information;



 


		(13)	all information relating to the research, developments,
systems, operations, of MDNA or its business partners or affiliates;



 


		(14)	all information received from any clients, suppliers, business
partners or affiliates of MDNA;



 


		(15)	all information specifically designated by MDNA as confidential;



 


		(16)	all information specifically designated by a client, supplier,
business partner or affiliate of MDNA as confidential;



 


		(17)	all information required to be maintained in confidence
by MDNA pursuant to an agreement with a client, supplier, business partner, employee, independent contractor or any entity or
person or arising by operation of law.



 


		(18)	vendor names and other vendor information, purchasing and
internal cost information, internal services and operational manuals, and the manner and method of conducting the business of
MDNA or its affiliates;



 


		(19)	marketing and development plans, price and cost data, price
and fee amounts, pricing and billing policies, quoting procedures, negotiations of contracts, marketing techniques and methods
of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of MDNA that
have been or are being discussed; and



 




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		(20)	any other information that becomes known to me as a result
of employment that I, acting reasonably, believe is confidential information or that MDNA takes measures to protect.



 


		b)	“Confidential Information” does not include:



 


		i)	the general skills and experience gained during my employment
or engagement with MDNA that I could reasonably have been expected to acquire in similar employment or engagements with other
companies;



 


		ii)	anything which I can demonstrate by documented evidence
was known to me prior to the date of the commencement of my employment or involvement with MDNA; and/or



 


		iii)	information publicly known without breach of this Agreement
or similar agreements;



 


		2)	Receipt of Confidential Information: I acknowledge
that during the course of my employment with MDNA, I will acquire or have access to Confidential Information of MDNA, and that
such Confidential Information could be used to the detriment of MDNA. Accordingly, I covenant and agree that during the course
of my employment with MDNA and at all times after the termination of my employment with MDNA, regardless of how that termination
should occur and whether or not I have any claims against MDNA I shall:



 


		a)	at all times during and subsequent to my employment with
MDNA, not disclose Confidential Information to any Person (other than as necessary in carrying out my duties on behalf of MDNA)
without first obtaining MDNA’s consent. I will take all reasonable precautions to prevent disclosure, inadvertent or otherwise,
of any Confidential Information. This prohibition includes, but is not limited to, disclosing or confirming the fact that any
similarity exists between the Confidential Information and any other information.



 


		b)	not gratuitously or otherwise, use any Confidential Information
for my own purposes or benefit or for the purposes or benefit of any other person other than MDNA;



 


		c)	not divulge, communicate or disclose to any person any
such Confidential Information other than such disclosures as are required to be made by me in the due and proper performance of
my duties of employment with MDNA or, are otherwise consented to in writing by MDNA or are required by law;



 


		d)	not copy, reproduce, store, extract or make notes of any
Confidential Information other than in the due and proper performance of my duties of employment with MDNA or without first obtaining
MDNA’s consent. I will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any
Confidential Information.



 


		3)	Mandatory Disclosure of Confidential Information:
In the event that I shall be legally compelled or required by a court of competent jurisdiction to disclose all or any part of
the Confidential Information, I shall, if legally able, immediately notify MDNA, so that MDNA is afforded an opportunity to dispute
the requirement. If a sealing order, a protective order or other appropriate remedy is not obtained by MDNA before such disclosure
is required, I shall disclose only those portions of the Confidential Information in question which I am advised by written opinion
of counsel (to be addressed to me and to MDNA) that I am legally required to disclose and will exercise my best efforts to obtain
reliable assurances that confidential treatment will be accorded such Confidential Information.



 


		4)	Ownership of Confidential Information: I hereby
acknowledge and confirm that the Confidential Information is and shall remain the sole and exclusive property of MDNA and its
affiliates or the clients, suppliers or business partners, as the case may be, regardless of whether such Confidential Information
was generated or developed by me (acting alone or in conjunction with others) or by others and regardless of whether such Confidential
Information was generated at MDNA’s premises or using MDNA’s resources.



 




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		5)	Return of Confidential Information: I agree that,
upon any request by MDNA from time to time during my employment with MDNA and upon termination of my employment with MDNA, I shall
promptly return and deliver to MDNA all tangible embodiments of any Confidential Information in my possession or under my control
(including, without limitation, documents, manuals, research results, drawings, letters, blueprints, lists, data, records, computer
programs, codes, materials, prototypes, products, samples or reports and any notes or analysis hereof - whether prepared by me
alone or in conjunction with others or prepared by others) and all copies of reproductions of same and I shall delete and copies
or reproductions of such Confidential Information from all retrieval systems and data bases (other than those belonging to MDNA)
or destroy same as directed by MDNA. Within three (3) Business Days after the termination of my employment on any basis, I will
promptly deliver to MDNA all property of or belonging to or administered by MDNA including without limitation all Confidential
Information that is embodied in any physical or ephemeral form, whether in hard copy or on magnetic media, and that is within
my possession or under my control. I shall within five business days of the termination of my employment with MDNA deliver to
MDNA, upon MDNA’s written request and at MDNA’s cost, a statutory declaration confirming that I have complied with
the provisions of this paragraph.



 


		6)	Obligations Cumulative: The obligations contained
herein are in addition to, and not in substitution for, any other obligations of confidentiality which I may have to MDNA and/or
its affiliates (including, without limitation, contractual, fiduciary or otherwise) arising out of my employment with MDNA or
the performance by me of my duties of employment or otherwise.



 


		7)	Obligations Continue. My obligations under sections
1 – 6 inclusive are to remain in effect in perpetuity and will exist and continue in full force and effect notwithstanding
any breach or repudiation or any alleged breach or repudiation of this Agreement by MDNA.



 


Intellectual Property 


 


		8)	Definition: For the purposes of this Agreement, “Intellectual
Property” shall mean all right, title and interest, including, but not limited to, all patent, trade-mark, copyright,
industrial design, trade secrets and confidential information rights, in and to any and all work product, including, without limitation,
any and all inventions, improvements, discoveries, developments, materials, documentation, ideas, concepts, specifications, research,
know-how, test data, samples, plans, software, hardware, circuit topography, mask works, formulae, formulations, designs, artwork,
literary material, procedures, techniques, practices or processes, of a copyrightable, patentable or proprietary nature, in any
material form whatsoever (the “Work Product”), whether completed or not, conceived, created or developed by me, either
solely or jointly with others, for MDNA, whether developed before or after execution of this Agreement, and, any Work Product
that is created from or by using, or otherwise contains, any MDNA Confidential Information and any Work Product that is created
with the use of MDNA’s time, equipment, materials, supplies or facilities, and includes any Work Product that is perfected
or reduced to specific form after my relationship with MDNA has expired or been terminated.



 


		9)	Disclosure of Intellectual Property: I agree to
promptly and fully disclose to MDNA or its nominee, any and all Work Product. I will keep complete, accurate and authentic notes,
reference materials, data and records of all Intellectual Property in the manner and form requested by MDNA. Upon their creation,
all such notes, reference materials, data and records shall be deemed to be MDNA Confidential Information.



 




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		10)	Ownership of Intellectual Property: I hereby confirm,
acknowledge and agree that all Intellectual Property shall be the sole and exclusive property of MDNA, or its nominee, and may
be registered or otherwise protected by MDNA in MDNA’s, or it’s nominee’s, name. I acknowledge and agree that
I will not retain any right, title or interest in and to any Intellectual Property.



 


		11)	Assignment: I hereby irrevocably transfer, assign
and set over to MDNA any and all worldwide right, title and interest in and to the Work Product including all Intellectual Property,
free and clear of any and all liens, claims, security interest, encumbrances or equities of any kind or nature. I hereby waive
any and all moral rights I may have in and to any Intellectual Property in favor of MDNA and any entity or party claiming rights
through MDNA.



 


		12)	Agreement to Execute Documents and Perform Acts:
Upon the request of MDNA, either during or after this Agreement and any employment or working relationship, I will execute all
further documents and papers and do all further acts and things pertaining to such Intellectual Property and the copyright, patent,
trade-mark, trade secret or other protection hereof as MDNA may from time to time request.



 


		13)	Cooperation: I agree to reasonably assist MDNA at
their request and expense, in:



 


		(i)	Making patent applications for Intellectual Property, including
instructions to lawyers and/or patent agents as to the characteristics of my Work Product in sufficient detail to enable the preparation
of a suitable patent specification, to execute all formal documentation incidental to an application for letters patent and to
execute assignment documents in favour of MDNA for such applications;



 


		(ii)	Making applications for all other forms of intellectual
property registration relating to my Work Product.



 


		(iii)	Prosecuting and maintaining the patent applications and
other Intellectual Property; and



 


		(iv)	Registering, maintaining and enforcing the patents and
other Intellectual Property registrations.



 


		14)	Assistance with Proceedings: I further agree to
reasonably assist MDNA, at MDNA’s request and expense, in connection with any defense to an allegation of infringement of
another person’s intellectual property rights, claim of invalidity of another person’s intellectual property rights,
opposition to, or intervention regarding, an application for letters patent, copyright or trademark or other proceedings relating
to intellectual property or applications for registration thereof.



 


		15)	No Third Party Intellectual Property: I represent
and warrant that:



 


		(a)	I shall not utilize or incorporate any open software in
any Intellectual Property or Work Product, or any part thereof without first disclosing the use of any such software to MDNA;



 


		(b)	any and all Intellectual Property shall not:



 


		(i)	to my knowledge, violate any third party intellectual property
rights;



 


		(ii)	contain, incorporate, derive from or otherwise be based
on any third party intellectual property rights;



 




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		(c)	I have not been, am not and will not be, by performing
my obligations hereunder in violation of any term of any employment, invention disclosure or assignment, confidentiality or non-competition
agreement or other restrictive covenant I have with any other person or arising under any order.



 


		16)	Restrictive Covenants



 


		a)	Acknowledgement: I acknowledge that by reason of
my employment with MDNA, I will or may develop a close working relationship with MDNA and/or its affiliates and/or their clients,
suppliers, business partners, employees and others, and I will gain a knowledge of MDNA’s methods of operation and hereby
agree that my employment by MDNA will give me access to Confidential Information and to relationships and connections with MDNA’s
clients, suppliers, business partners, employees, consultants, contractors and others (“Relationships”), and my knowledge
of Confidential Information and/or my having Relationships will enable me to put MDNA at a significant competitive disadvantage
if I am employed or engaged by or become involved in a competitive business that sells or otherwise provides any products or services
which are the same as or similar to, or in any way competitive with, any products or services, offered, sold or provided by MDNA
(“Competitive Business”).



 


		b)	Non Competition during employment: I hereby agree
that I shall not, directly or indirectly, without the prior written consent of MDNA, at any time during my employment either individually
or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding
of shares listed on a Canadian or United States stock exchange that does not exceed 5% of the outstanding shares so listed) or
in any other manner whatsoever carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee
the debts or obligations of or permit my name or any part thereof to be used or employed by any person, firm or corporation engaged
in, concerned with or interested in a business which provides services or products which are competitive to the business of MDNA
or any other similar competing business which may start up.



 


		c)	Non Solicitation: I shall not, directly or indirectly,
without the prior written consent of MDNA, at any time during my employment and for a period of 12 months following the termination
of my employment for whatever reason, with or without cause:



 


		i)	either individually or in partnership or jointly or in
conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or
United States stock exchange that does not exceed 5% of the outstanding shares so listed) or in any other manner whatsoever solicit,
induce or endeavour to induce any employee, consultant or agent of MDNA or any of its subsidiaries to leave his or her employment;



 


		ii)	either individually or in partnership or jointly or in
conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or
United States stock exchange that does not exceed 5% of the outstanding shares so listed) or in any other manner whatsoever employ
or attempt to employ or assist any person to employ any employee of MDNA or any of its subsidiaries;



 


		iii)	either individually or in partnership or jointly or in
conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or
United States stock exchange that does not exceed 5% of the outstanding shares so listed) or in any other manner whatsoever solicit,
attempt to solicit, contact, induce, canvas, continue to conduct or have business dealings or interfere with MDNA’s relationships
or assist any third party in soliciting, attempting to solicit, contacting, inducing, conducting or having business dealings or
interfering with MDNA’s relationships with any customer which to my knowledge is a customer of MDNA at the date of termination
of this Agreement (“current customer”) or any person, firm, corporation or entity that was, to my knowledge, a customer
of MDNA or any of its subsidiaries during a period of 12 months prior to the date of termination of this Agreement (“recent
customer”) or, to my knowledge, any person, firm or corporation that has been pursued as a prospective customer of MDNA
or any of its subsidiaries at any time during a period of 12 months prior to the date of such termination (“prospective
customer”), for the purpose of selling or otherwise providing to such customer any early detection of cancer test or related
diagnosis or prognosis or therapy products or services which are the same as or similar to, or in any way competitive with any
services or products offered, sold or provided by MDNA or its subsidiaries to that customer or generally.



 




    	 	6 	 



     


    

  


		d)	It is the intent of these restrictive covenants provisions
that if the foregoing covenants are found to be unreasonable to any extent by a court of competent jurisdiction adjudicating upon
the validity of the covenants, whether as to the scope of the restriction, the area of the restriction or the duration of the
restriction, then such restriction shall be reduced to that which is in fact declared reasonable by such court, or a subsequent
court of competent jurisdiction, requested to make such a declaration.



 


		17)	Obligations Remain in Effect.  My obligations under
this Agreement will continue in full force and effect despite any breach or repudiation of this Agreement or my employment agreement
(including my wrongful dismissal) by MDNA. The existence of any claim I may have or assert against MDNA will not constitute a
defence to the enforcement by MDNA of this Agreement.



 


		18)	Independent and Severable Provisions. Each of the
covenants made by me and each of the provisions in this Agreement will be construed as being an agreement independent of any other
covenants by me and any other provisions in this Agreement. If any covenant or provision is determined to be void or unenforceable,
in whole or in part, it will not affect or impair the validity of any other covenant or provision.



 


		19)	Injunction.  I acknowledge that the restrictions
set out herein are reasonable and are included to protect the legitimate business interests of MDNA and that in addition to any
claim for damages or other equitable relief, MDNA shall be entitled to an injunction and its costs of such an injunction as the
only effective remedy to protect MDNA’s rights and property against any continuing or future breach by me of the covenants
set out in this Agreement.



 


		20)	Other Agreements. This Agreement contains the entire
agreement between me and MDNA relating to the matters covered by this Agreement. If there is any conflict or inconsistency between
the provisions of any other agreement and this Agreement, the provisions of the agreement that provide the broadest enforceable
protection to MDNA will govern and prevail. No amendment or waiver of this Agreement by MDNA will be binding unless it is in writing
and signed by MDNA. No waiver of any provision of this Agreement will constitute a waiver of any other provision or a continuing
waiver unless expressly provided.



 


		21)	Counterparts



 


This agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
instrument. This Agreement may be executed and delivered by facsimile or other electronic means, including email.


 


		22)	MDNA as Trustee. MDNA is constituted the trustee
of my covenants and obligations under this Agreement for itself, its affiliates and its customers, from time to time, and will
hold and enforce these covenants and obligations on its own behalf and on their behalf.



 


		23)	Waiver: Any party’s failure at any time to
require strict performance by the other party or any of the provisions hereof shall not waive or diminish that party’s right
thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other
default. Both parties’ rights hereunder are cumulative and not alternative.



 




    	 	7 	 



     


    

  


		24)	Modification of Agreement: Any modification of this
Agreement must be in writing and signed by both parties or it shall have no effect and shall be void.



 


		25)	Governing Law: This Agreement shall be governed
by and construed in accordance with the laws of the Province of Ontario.



 


		26)	Headings: The headings and other captions in this
Agreement are for convenience and reference only and are not to be construed in any way as additions or limitations of the covenants
and agreements contained in the Agreement.



 


		27)	Acknowledgements



 


		a)	I have received a copy of and have had sufficient time
to review and consider this Agreement.



 


		b)	I have been given an opportunity to obtain and have obtained
legal and any other necessary advice concerning the effect of this Agreement.



 


		c)	I have read and understood the terms of this Agreement
and my obligations under this Agreement.



 


		d)	I have not been coerced in any manner into signing this
Agreement and have not signed this Agreement under duress.



 


		e)	There have been no representations made to me by or on
behalf of MDNA leading to my execution of this Agreement except as contained in this Agreement.



 


		f)	I accept that the restrictions placed upon me by this Agreement
are reasonably necessary to protect MDNA’s interests, the Confidential Information, MDNA’s Relationships and the interests
of MDNA’s clients, suppliers, business partners and employees. The restrictions will not preclude me from being gainfully
employed in a suitable capacity following any Termination of my employment with MDNA, given (among other things) my general knowledge
and experience.



 




    	 	8 	 



     


    

  


	Dated: March 1, 2018	 	/s/ Robert Poulter
	 	 	Robert Poulter
	Witness:	 	 
	 	 	 
	/s/ Heather Poulter	 	 
	Heather Poulter	 	 
	Print Name under Signature	 	 
	 	 	 
	 	 	 
	Dated: March 1, 2018	 	 
	 	 	MDNA Life Sciences Inc.
	 	 	“I have authority to bind the company”


 


	 	 	Name:	Chris Mitton
	 	 	 	 
	 	 	Title:	Chief Executive Officer


 




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