EXECUTIVE EMPLOYMENT AGREEMENT for JONATHAN G. DRACHMAN, MDEmployment Agreement • August 6th, 2019 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Washington
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).
AGREEMENT AND PLAN OF MERGER among: AQUINOX PHARMACEUTICALS, INC., a Delaware corporation; APOLLO SUB, INC., a Delaware corporation; and NEOLEUKIN THERAPEUTICS, INC., a Delaware corporation Dated as of August 5, 2019Agreement and Plan of Merger • August 6th, 2019 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 5, 2019, by and among AQUINOX PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), APOLLO SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NEOLEUKIN THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF LOCK-UP AGREEMENT AUGUST 5, 2019Lock-Up Agreement • August 6th, 2019 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger (the “Merger Agreement”) by and among Aquinox Pharmaceuticals, Inc., a Delaware corporation (the “Parent”), Apollo Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”), dated as of August 5, 2019. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • August 6th, 2019 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • British Columbia
AQUINOX PHARMACEUTICALS (CANADA) INC. Vancouver, BC, Canada V5T 4T5 Fax 778-331-4486 Web www.aqxpharma.comAquinox Pharmaceuticals, Inc • August 6th, 2019 • Pharmaceutical preparations • British Columbia
As part of ongoing restructuring, in which Aquinox Pharmaceuticals, Inc. is merging with Neoleukin Therapeutics, Inc. on or around August 8, 2019, we are offering you a further term contract with Aquinox Pharmaceuticals (Canada) Inc. (“Aquinox” or the “Company”), in return for which we are offering a Retention Bonus. As your employment with Aquinox is set to end on August 8, 2019 in accordance with section 5(d) of your Employment Agreement, and amendments thereto, dated May 13, 2014. As a result, pursuant to good and valuable consideration, this new term of employment will be treated as fresh employment, for all purposes.
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • August 6th, 2019 • Aquinox Pharmaceuticals, Inc • Pharmaceutical preparations • Delaware
This Stockholder Support Agreement (this “Agreement”), dated as of August 5, 2019, is by and between Aquinox Pharmaceuticals, Inc., a Delaware corporation (“Parent”), Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”) and the undersigned (“Stockholder”).
