Separation Agreement and Release, dated August 5, 2019, by and between Aquinox Pharmaceuticals, Inc., and David J. Main

Main is employed pursuant to an employment agreement dated January 1, 2014, and amended on November 6, 2018 (the “Employment Agreement”);

The Company is merging with Neoleukin Therapeutics Inc. on or around August 8, 2019 (the “Transaction”). As a result of this restructuring, Main’s employment with the Company will terminate; and

The parties wish to resolve all matters relating to Main’s employment and departure from the Company.

Main will resign from all Director, Officer and employee positions held with the Company and any related or associated entities effective August 8, 2019 (the “Date of Separation”). For greater clarity, Main’s employment with the Company will end on the Date of Separation.

The Company will continue to compensate Main as required under the Employment Agreement up to the Date of Separation.

The Company will pay Main any accrued and unpaid vacation earned up to the Date of Separation.

The parties agree that the Company will provide Main with:

a lump sum payment equivalent to eighteen (18) months’ of his Base Salary (as defined in the Employment Agreement) in effect at the time of the Date of Separation;

a lump sum payment equivalent to eighteen (18) months’ bonus pay, that will be calculated and based on the bonus payment average from the previous three (3) years from the Date of Separation; and

continuance of health and dental benefits coverage under an individual extended health benefits plan paid for by the Company, subject to the terms of the plan, for eighteen (18) months from the Date of Separation (the “Notice Period”), or until Main obtains other benefit coverage, whichever occurs first. In the event that the plan does not provide continuation of coverage after termination of Main’s employment, the Company will provide, or reimburse him for the cost of, equivalent replacement coverage until the earlier of Main obtaining coverage from a new employer or the expiry of the Notice Period; and

a lump sum payment of $2,000 CDN on the Date of Separation to cover the differential cost in coverage amounts between the group health benefits program which Main may have participated in previously with the Company, and the individual health benefits plan.

The Company will also provide Main with, and cover the cost of, U.S. and Canadian tax filing support services for the 2019 tax year.

All unvested options will immediately vest and will remain exercisable for a period of ninety (90) days following the Date of Separation, at which time any vested but unexercised options will expire and be forfeit, with the exception of the August 2018 Option Grant which provides for three (3) years to exercise from the Date of Separation.

Additionally, the Company will provide Main with a transaction bonus of $401,250 USD equivalent to 1.5x his annual target bonus upon close of the Transaction.

Main shall execute the Full and Final Release attached as Appendix “A”, which releases the Company, including its respective parent, subsidiaries, affiliates and its respective employees, officers, directors, servants, agents, and their successors and assigns from any and all claims related to Main’s employment of any nature whatsoever.

Main will immediately return any and all material, equipment, credit cards, identification cards, keys, documentation, etc. belonging to the Company in his or her possession or control as requested by the Company.

Main acknowledges and agrees to comply with the obligations around confidential information contained in Article 3 of the Employment Agreement.

Main agrees that the terms of this Agreement shall not be disclosed, in who or in part, to any person, except his spouse, and legal and financial advisor(s), or as otherwise required by law.

Main agrees and acknowledges that this Agreement and Release are governed by the laws of Canada and British Columbia.

Main expressly acknowledges that the content, terms and effect of this Agreement are fully understood and that he has had the opportunity to obtain independent legal counsel to review the contents of this Agreement. Main confirms that he is executing this Agreement voluntarily and without duress.

This Agreement may be executed in counterpart and each counterpart when executed shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

SIGNED, SEALED AND DELIVERED by DAVID MAIN in the presence of:

/s/ Darcie Stuart

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/s/ David Main

Witness

Darcie Stuart

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Name

450-887 Great Northern Way

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Address

Vancouver, BC VC3 549

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AQUINOX PHARMACEUTICALS

(CANADA) INC.

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Per:  

/s/ Kamran Alam

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Authorized Signatory

I have returned all property of the Company including all originals or copies of the Company’s records, files, financial documents, client list, or any other material that in any way touches upon the business, customers, personnel or operations of the Company.

I have read and fully understand the contents, terms and effect of this Release. The Consideration is accepted voluntarily for the purpose of making a full and final settlement of all claims that I have or may have against the Company and that I have had the opportunity to obtain independent legal advice as to its terms and I acknowledge that the Company relies on this representation and declaration.

I have been advised that my eligibility for coverage for benefits paid for by the Company will cease, subject to the terms of the benefits plans, at the end of Notice Period, or until I obtain other benefit coverage, whichever occurs first.

Witness Signature

Darcie Stuart

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Witness Name

Director, Contracts & Legal

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Address

Vancouver, BC VC3 549

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