EXECUTIVE EMPLOYMENT AGREEMENT
JONATHAN G. DRACHMAN, MD
This Executive Employment Agreement (the Agreement), made between Aquinox Pharmaceuticals, Inc., a Delaware corporation (the Company), and Jonathan G. Drachman, MD (the Executive and, collectively with the Company, the Parties), is entered into as of August 5, 2019, to be effective as of the Effective Date (as defined below).
WHEREAS, Executive is the Chief Executive Officer of Neoleukin Therapeutics, Inc. (Neoleukin);
WHEREAS, the Company is entering into an Agreement and Plan of Merger with Neoleukin (the Merger Agreement), pursuant to which the Company will acquire Neoleukin pursuant to a merger (the Merger) of a wholly owned subsidiary of the Company with and into Neoleukin, with Neoleukin surviving the Merger;
WHEREAS, the Company desires for Executive to provide services to the Company following the closing of the Merger (the Closing, and the date of the closing, the Effective Date), and wishes to provide Executive with certain compensation and benefits in return for such employment services; and
WHEREAS, Executive wishes to be employed by the Company and to provide personal services to the Company in return for certain compensation and benefits.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
1. Employment by the Company.
1.1 Employment. This Agreement shall govern the terms of Executives employment with the Company, effective as of the Effective Date; provided that this Agreement shall automatically terminate and shall have no force or effect if the Merger Agreement is terminated in accordance with its terms and the Closing does not occur.
1.2 Position. Executive shall serve as the Companys Chief Executive Officer. During the term of Executives employment with the Company, Executive will devote Executives best efforts and substantially all of Executives business time and attention to the business of the Company.
1.2 Duties and Location. Executive shall perform such duties as are typically performed by a Chief Executive Officer. Executive will report to the Companys Board of Directors. Executives primary office location shall be the Companys office located in Seattle, Washington.