Aurinia Pharmaceuticals Inc 10-Q for FY2026 Q1
Aurinia Pharmaceuticals Inc. (AUPH)
10-Q
2026-05-07
For: 2026-03-31
View Original
Added on
May 07, 2026
About this 10-Q
Aurinia Pharmaceuticals Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $77.71M
- up 24.4% from $62.47M a year earlier
- Net income
- $34.36M
- up 47.2% from net income of $23.34M a year earlier
- Diluted EPS
- $0.25
- up 56.3% from $0.16 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________________________
FORM 10-Q
_____________________________________________
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from_____________ to ________________
Commission file number: 001-36421
__________________________________________
(Exact Name of Registrant as Specified in its Charter)
__________________________________________
Alberta, | |||||
| (State or other jurisdiction of incorporation or organization) | |||||
| (Address of principal executive offices) | (I.R.S. Employer Identification Number) | ||||
Registrant’s telephone number, including area code
_____________________________________________
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the registrant's classes of common shares, as of the latest predictable date. As of May 6, 2026, the registrant had 128,601,671 of common shares outstanding.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of exchange on which registered | ||||||
Table of Contents
| Page | ||||||||||||||
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
AURINIA PHARMACEUTICALS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
| March 31, 2026 | December 31, 2025 | |||||||||||||
(Unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
| Short-term investments | ||||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventory | ||||||||||||||
| Prepaid expenses and deposits | ||||||||||||||
| Other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
Deferred tax assets, net | ||||||||||||||
| Finance right-of-use lease assets | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Operating right-of-use lease assets | ||||||||||||||
| Property and equipment, net | ||||||||||||||
| Other noncurrent assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | $ | $ | ||||||||||||
| Accrued expenses | ||||||||||||||
| Finance lease liabilities, current portion | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Operating lease liabilities, current portion | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Finance lease liabilities, less current portion | ||||||||||||||
| Deferred revenue, less current portion | ||||||||||||||
| Deferred compensation and other noncurrent liabilities | ||||||||||||||
| Operating lease liabilities, less current portion | ||||||||||||||
| Total liabilities | ||||||||||||||
Commitments and contingencies (Note 5) | ||||||||||||||
| Shareholders' equity | ||||||||||||||
Common shares — | ||||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total shareholders' equity | ||||||||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||||||||
See accompanying notes.
1
AURINIA PHARMACEUTICALS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Unaudited)
(in thousands, except per share data)
Three Months Ended | |||||||||||||||||||||||||||||||||||
| March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
Net product sales | $ | $ | |||||||||||||||||||||||||||||||||
License, collaboration and royalty revenue | |||||||||||||||||||||||||||||||||||
Total revenue | |||||||||||||||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||||||||||||||
| Restructuring | |||||||||||||||||||||||||||||||||||
| Other expense, net | |||||||||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||||||||||||||
| Net income before income taxes | |||||||||||||||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||||||||||||||
| Net income | $ | $ | |||||||||||||||||||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | ( | ( | |||||||||||||||||||||||||||||||||
| Comprehensive income | $ | $ | |||||||||||||||||||||||||||||||||
| Earnings per share | |||||||||||||||||||||||||||||||||||
| Basic | $ | $ | |||||||||||||||||||||||||||||||||
| Diluted | $ | $ | |||||||||||||||||||||||||||||||||
| Shares used in computing earnings per share | |||||||||||||||||||||||||||||||||||
| Basic | |||||||||||||||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||||||||||||||
See accompanying notes.
2
AURINIA PHARMACEUTICALS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(in thousands)
| Common Shares | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional paid-in capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||
Balance at December 31, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
Purchases of common shares under Share Repurchase Plan | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
Issuance of common shares for equity awards | ( | — | — | |||||||||||||||||||||||||||||||||||
Tax withholding related to net settlement of equity awards | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
Share-based compensation | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities, net | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
| Common Shares | ||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Additional paid-in capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Shareholders' Equity | |||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
Purchases of common shares under Share Repurchase Plan | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||
Issuance of common shares for equity awards | ( | — | — | |||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
Unrealized loss on available-for-sale securities | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||
3
AURINIA PHARMACEUTICALS INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
Cash flows from operating activities: | ||||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to cash flows from operating activities: | ||||||||||||||
Deferred income tax | ||||||||||||||
| Share-based compensation | ( | ( | ||||||||||||
| Amortization and depreciation | ||||||||||||||
| Foreign exchange (gain) loss on revaluation of Monoplant finance lease liability | ( | |||||||||||||
| Net amortization of premiums and discounts on investments | ( | ( | ||||||||||||
| Other, net | ||||||||||||||
| Net changes in operating assets and liabilities: | ||||||||||||||
| Accounts receivable, net | ( | ( | ||||||||||||
| Inventory | ( | ( | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued expenses and other liabilities | ( | ( | ||||||||||||
| Deferred revenue | ||||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Cash flows from operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Proceeds from the sale and maturities of investments | ||||||||||||||
| Purchases of investments | ( | ( | ||||||||||||
| Purchases of property, equipment and intangible assets | ( | ( | ||||||||||||
| Cash flows from investing activities | ( | |||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Purchase of common shares under Share Repurchase Plan | ( | ( | ||||||||||||
| Payments of principal portion of Monoplant finance lease liability | ( | ( | ||||||||||||
| Proceeds from issuance of common shares for equity awards | ||||||||||||||
| Tax withholding payments related to net settlements of equity awards | ( | ( | ||||||||||||
| Cash flows from financing activities | ( | ( | ||||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash, cash equivalents and restricted cash, beginning of the period | ||||||||||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | $ | ||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Cash paid for excise tax in connection with the Share Repurchase Plan | $ | ( | $ | ( | ||||||||||
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets | ||||||||||||||
Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash | ||||||||||||||
Total cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
See accompanying notes.
4
AURINIA PHARMACEUTICALS INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1.Organization and Description of Business
Aurinia Pharmaceuticals Inc. (“Aurinia” or the “Company”) is a biopharmaceutical company focused on delivering therapies to people living with autoimmune diseases with high unmet medical needs. In January 2021, the Company introduced LUPKYNIS® (voclosporin), the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis. Aurinia is also developing aritinercept, a dual inhibitor of B cell-activating factor (“BAFF”) and a proliferation-inducing ligand (“APRIL”) for the potential treatment of autoimmune diseases.
2.Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation, Principles of Consolidation and Use of Estimates
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures required by U.S. GAAP for annual financial statements have been omitted. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
The accompanying condensed consolidated financial statements include the accounts of Aurinia Pharmaceuticals Inc. and its wholly owned subsidiary, Aurinia Pharma U.S., Inc., a Delaware corporation. All intercompany balances and transactions have been eliminated in consolidation. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the full year or any other future periods.
Summary of Significant Accounting Policies and Recent Accounting Pronouncements
The Company's significant accounting policies and recent accounting pronouncements have not changed from those previously described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
3.Earnings Per Share
Basic earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding without consideration of potential common shares. Diluted earnings per share is calculated by dividing net income by the weighted-average number of common shares outstanding plus potential common shares. Stock options, performance stock units (“PSUs”), restricted stock units (“RSUs”) and shares issuable under the Company’s Employee Stock Purchase Plan (“ESPP”) are considered potential common shares and are included in the calculation of diluted earnings per share using the treasury stock method when their effect is dilutive. Potential common shares are excluded from the calculation of diluted earnings per share when their effect is anti-dilutive.
For the three months ended March 31, 2026, there were 5.3 million potential dilutive common shares that were included in the calculation of diluted earnings per share, which consists of: (i) 1.5 million RSUs; (ii) 1.2 million PSUs and (iii) 2.6 million stock options. For the three months ended March 31, 2026, there were 1.6 million of potential common shares that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.
For the three months ended March 31, 2025, there were 4.3 million potential dilutive common shares that were included in the calculation of diluted earnings per share, which consists of: (i) 3.0 million RSUs; (ii) 0.7 million PSUs; and (iii) 0.6 million stock options. For the three months ended March 31, 2025, there were 8.8 million of potential common shares that were excluded from the calculation of diluted earnings per share because their effect was anti-dilutive.
5
4. Balance Sheet Details
Fair Value Measurement
The following table summarizes the financial assets measured at fair value on a recurring basis (in thousands):
| March 31, 2026 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
Cash, cash equivalents and restricted cash | $ | $ | $ | $ | ||||||||||||||||||||||
| U.S. treasury bills | ||||||||||||||||||||||||||
| U.S. treasury bonds | ||||||||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||
Total | $ | $ | $ | $ | ||||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
Cash, cash equivalents and restricted cash | $ | $ | $ | $ | ||||||||||||||||||||||
U.S. treasury bills | ||||||||||||||||||||||||||
| U.S. treasury bonds | ||||||||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||
Total | $ | $ | $ | $ | ||||||||||||||||||||||
The fair value of the Company’s investments classified within Level 2 is based upon observable inputs that may include benchmark yield curves, reported trades, issuer spreads, benchmark securities and reference data including market research publications.
The carrying amount and related unrealized gains (losses) by type of investment consisted of the following (in thousands):
| March 31, 2026 | ||||||||||||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | |||||||||||||||||||||||
Cash, cash equivalents and restricted cash | $ | $ | $ | $ | ||||||||||||||||||||||
U.S. treasury bills | ( | |||||||||||||||||||||||||
U.S. treasury bonds | ( | |||||||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||
Total cash, cash equivalents, restricted cash and short-term investments | $ | $ | $ | ( | $ | |||||||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||||||||
| Amortized Cost | Unrealized Gains | Unrealized Losses | Estimated Fair Value | |||||||||||||||||||||||
Cash, cash equivalents and restricted cash | $ | $ | $ | $ | ||||||||||||||||||||||
U.S. treasury bills | ||||||||||||||||||||||||||
U.S. treasury bonds | ||||||||||||||||||||||||||
| Commercial paper | ||||||||||||||||||||||||||
| Total cash, cash equivalents, restricted cash and short-term investments | $ | $ | $ | $ | ||||||||||||||||||||||
As of March 31, 2026 and December 31, 2025, accrued interest receivable from investments was $0.7 million and $0.7 million, respectively, which was included in other current assets on the condensed consolidated balance sheets. As of March 31, 2026, short-term investments mature at various dates through March 2027. As of March 31, 2026 and December 31, 2025, no allowance for credit losses was recorded.
6
Inventory
Inventory consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Raw materials | $ | $ | ||||||||||||
| Work in process | ||||||||||||||
Finished goods | ||||||||||||||
Total inventory | $ | $ | ||||||||||||
Prepaid Expenses and Deposits
Prepaid expenses and deposits consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||
Prepaid manufacturing and other deposits | $ | $ | ||||||||||||
Prepaid insurance | ||||||||||||||
Other prepaid expenses | ||||||||||||||
Total prepaid expenses and deposits | $ | $ | ||||||||||||
Intangible Assets, Net
Intangible assets, net consisted of the following (in thousands):
| March 31, 2026 | ||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Acquired intellectual property and reacquired right | $ | $ | ( | $ | ||||||||||||||||
| Patents | ( | |||||||||||||||||||
| Internal-use software implementation costs | ( | |||||||||||||||||||
Total intangible assets, net | $ | $ | ( | $ | ||||||||||||||||
| December 31, 2025 | ||||||||||||||||||||
| Gross Carrying Value | Accumulated Amortization | Net Carrying Amount | ||||||||||||||||||
| Acquired intellectual property and reacquired right | $ | $ | ( | $ | ||||||||||||||||
| Patents | ( | |||||||||||||||||||
| Internal-use software implementation costs | ( | |||||||||||||||||||
Total intangible assets, net | $ | $ | ( | $ | ||||||||||||||||
For each of the three months ended March 31, 2026 and 2025, the Company recorded amortization expense of $0.2
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||
| Leasehold improvements | $ | $ | ||||||||||||
Furniture | ||||||||||||||
Office equipment | ||||||||||||||
Computer equipment | ||||||||||||||
Total gross property and equipment | ||||||||||||||
| Less accumulated depreciation | ( | ( | ||||||||||||
| Property and equipment, net | $ | $ | ||||||||||||
7
Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | |||||||||||||
Accrued sales rebates and fees | $ | $ | ||||||||||||
Accrued payroll and related expenses | ||||||||||||||
Accrued research and development expenses | ||||||||||||||
Accrued corporate and excise taxes | ||||||||||||||
Accrued sales and marketing expenses | ||||||||||||||
Accrued other expenses | ||||||||||||||
Total accrued expenses | $ | $ | ||||||||||||
5.Commitments and Contingencies
Lease Commitments
Finance Lease
Monoplant
In December 2020, the Company entered into a manufacturing services agreement with Lonza Ltd., Aurinia’s contract manufacturing partner for voclosporin, for the construction of a dedicated manufacturing facility for voclosporin (the “Monoplant”). The construction of the Monoplant began in January 2021 and manufacturing of voclosporin began in late June 2023. The Monoplant is equipped with state-of-the-art manufacturing equipment to provide cost and production efficiency for the manufacturing of voclosporin, while expanding existing capacity and providing supply security to meet future commercial demand. The Company completed a capital expenditure payment program for the Monoplant totaling $23.7 million, which included: (i) a $11.8 million payment in February 2021, which was treated as an upfront lease payment and recorded under other noncurrent assets on the consolidated balance sheets; and (ii) a $11.9 million payment when the facility fulfilled the required operational qualifications, which occurred in late June 2023. The Company has the exclusive right to use the Monoplant through March 31, 2030 by paying a quarterly fixed facility fee of 3.6 million Swiss Francs.
The Monoplant arrangement was determined to be an embedded lease and is accounted for as a finance lease under ASC 842. The lease term is based on the non-cancellable period for which a lessee has the right to use an underlying asset (the “Monoplant Lease”). The Company determined that the Monoplant Lease commencement occurred at the point when the FDA manufacturing validation process began, which occurred on June 26, 2023. At lease inception, the Company recorded a finance right-of-use (“ROU”) lease asset and a corresponding lease liability. As of March 31, 2026, the Monoplant Lease finance ROU lease asset and corresponding lease liability balance were $69.5 million and $64.7 million, respectively.
Operating Lease
Rockville, Maryland
In March 2020, the Company entered into a lease agreement for 30,531 square feet of office space in Rockville, Maryland (the “Rockville Lease”). The Rockville Lease commenced on March 12, 2020 and expires on August 31, 2031. Pursuant to the Rockville Lease, the Company has an option to either terminate the lease early on August 31, 2028, subject to an early termination fee of $1.4 million, or extend the lease for two 5-year periods at the end of the initial 11-year term. The Company has determined that it is reasonably certain that it will exercise the early termination option, which will result in a reduction of approximately $2.3 million of future lease payments net of the early termination fee. The Rockville Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises (“Lease Operating Costs”); however, such costs are not material to the Company’s financial position.
8
Future minimum lease payments, excluding Lease Operating Costs, as of March 31, 2026 consisted of the following (in thousands):
| Finance Lease Payments | Operating Lease Payments | |||||||||||||
| Remainder of 2026 | $ | $ | ||||||||||||
| 2027 | ||||||||||||||
| 2028 | ||||||||||||||
| 2029 | ||||||||||||||
| 2030 | ||||||||||||||
Total lease payments | ||||||||||||||
Less: imputed interest | ( | ( | ||||||||||||
Total | $ | $ | ||||||||||||
For each of the three months ended March 31, 2026 and 2025, finance lease expense related to the amortization of finance ROU lease assets was $4.4 1.0 million and $1.1 million, respectively.
For the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of finance lease liabilities classified in cash flows from financing activities was $3.7 million and $2.8 million, respectively. For the three months ended March 31, 2026 and 2025, cash paid for amounts included in the measurement of finance lease liabilities classified in cash flows from operating activities was $1.1 million and $1.2 million, respectively.
Manufacturing Commitments
The Company’s manufacturing commitments have not changed in any material manner from those previously described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Contingencies
From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than as described in Item 1 of Part II Legal Proceedings.
6.Deferred Compensation and Other Noncurrent Liabilities
7.License and Collaboration Agreements
In December 2020, the Company entered into a collaboration and licensing agreement with Otsuka to develop and commercialize oral voclosporin in Japan, the European Union (the “E.U.”), the United Kingdom (“U.K.”), Switzerland, Russia, Norway, Belarus, Iceland, Liechtenstein and Ukraine (collectively, the “Otsuka Territories”) in exchange for: (i) a $50 million upfront cash payment; (ii) regulatory and commercial milestone payments; and (iii) royalties ranging from 10 % to 20 % on net sales in the Otsuka Territories.
In August 2022, the Company entered into a commercial supply agreement with Otsuka to: (i) supply LUPKYNIS inventory to Otsuka at cost plus a margin; and (ii) provide manufacturing and other services, including sharing the capacity of the Monoplant. For the three months ended March 31, 2026 and 2025, the Company recognized $4.1 million and $2.5 million, respectively, of collaboration revenue from manufacturing and other services, which includes sharing capacity of the Monoplant.
9
8.Shareholders’ Equity
In February 2024, the Company announced that the Board had approved a share repurchase program of up to $150 million of the Company’s common shares, excluding commissions and excise tax (the “Share Repurchase Plan”). In July 2025, the Company announced that the Board approved an increase to the previously announced Share Repurchase Plan of an additional $150 million of the Company’s common shares.
The timing and amount of future repurchase transactions will be determined by the Company based on its evaluation of market conditions, share price, legal requirements, including applicable blackout period restrictions, and other factors. The Company has entered into a Rule 10b5-1 stock repurchase plan for the purpose of establishing a trading plan to purchase the Company’s common shares in a manner intended to satisfy the affirmative defense of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended and in accordance with applicable Canadian laws.
For the three months ended March 31, 2026 and 2025, the Company repurchased 2.5 million and 5.8 million of its common shares for $36.8 million and $47.4 million, respectively, including commissions and excise tax. The cost of repurchased shares is recorded as a reduction in common shares. Under Alberta law, the common shares were cancelled and not reissued.
Purchases under the Share Repurchase Plan, which to date have totaled 23.1 million of its common shares for $211.0 million, excluding commissions and excise tax, began on February 21, 2024.
9.Equity Incentive Plans
Stock Options
The activity related to stock options during the three months ended March 31, 2026 consisted of the following:
| March 31, 2026 | ||||||||||||||
| Number of shares (in thousands) | Weighted-Average Exercise Price | |||||||||||||
Outstanding at December 31, 2025 | $ | |||||||||||||
| Granted | ||||||||||||||
Exercised/released | ( | |||||||||||||
Cancelled/forfeited | ( | |||||||||||||
Outstanding at March 31, 2026 | $ | |||||||||||||
The following weighted-average assumptions were used to estimate the fair value of the options granted during the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, | ||||||||||||||
| 2026 | 2025 | |||||||||||||
| Expected volatility | % | % | ||||||||||||
| Risk-free interest rate | % | % | ||||||||||||
| Expected term (in years) | ||||||||||||||
| Expected dividend yield | % | |||||||||||||
| Fair value per common share option | $ | $ | ||||||||||||
Performance Stock Units and Restricted Stock Units
During the three months ended March 31, 2026 and 2025, the Company granted PSUs that vest in 4 four one year
Beginning in 2025, RSUs subject only to time-based vesting conditions are no longer being granted. RSUs granted prior to 2025 vest in 3 equal annual installments on the first, second and third anniversary of the grant date. The fair value of RSUs is based on the market price of the Company’s common shares on the date prior to the grant.
10
The activity related to PSUs and RSUs for the three months ended March 31, 2026 consisted of the following:
| March 31, 2026 | ||||||||||||||
| Number of shares (in thousands) | Weighted-average fair value $ | |||||||||||||
Unvested balance, December 31, 2025 | $ | |||||||||||||
| Granted | ||||||||||||||
| Vested | ( | |||||||||||||
Cancelled/forfeited | ( | |||||||||||||
Unvested balance, March 31, 2026 | $ | |||||||||||||
Share-based Compensation Expense
The classification of share-based compensation expense consisted of the following (in thousands):
Three Months Ended March 31, | ||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||
| Research and development | $ | $ | ||||||||||||||||||||||||
| Selling, general and administrative | ( | ( | ||||||||||||||||||||||||
Capitalized in inventory, net | ||||||||||||||||||||||||||
| Share-based compensation expense | $ | ( | $ | ( | ||||||||||||||||||||||
10.Income Taxes
11.Subsequent Events
On March 30, 2026, Aurinia entered into a definitive merger agreement (the “Merger Agreement”) to acquire Kezar Life Sciences, Inc. (NASDAQ: KZR) (“Kezar”), a biotechnology company focusing on small-molecule therapeutics to treat unmet needs in autoimmunity and cancer, for $6.955 in cash per share of Kezar common stock, plus one non-transferable contingent value right (“CVR”), which represents the right to receive: (i) potential payments relating to the ongoing clinical development or disposition of zetomipzomib; (ii) certain proceeds relating to Kezar’s collaboration with Everest Medicines and Kezar’s sale of its Sec61‑based discovery and development program to Enodia Therapeutics; and (iii) 100 % of Kezar’s closing net cash in excess of $50 million, net of certain post-closing CVR-related expenses (the “Offer”). The transaction (the “Merger”) is expected to close in the second quarter of 2026, subject to certain conditions.
From April 1, 2026 through May 6, 2026, the Company repurchased 2.3 million of its common shares for $36.3 million under the Share Repurchase Plan.
11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”) and our audited financial statements and the related notes and other financial information included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission on February 26, 2026 (the “Form 10-K”) and with applicable Canadian securities regulatory authorities.
This Quarterly Report contains “forward-looking statements” within the meaning of U.S. federal securities laws and “forward-looking information” within the meaning of Canadian securities laws, and such statements may involve substantial risks and uncertainties. All statements, other than statements of historical facts included in this Quarterly Report, including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, future expenses, business trends and other information referred to under this section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “predict,” “potential,” “plan,” “anticipate,” “target,” “forecast” or the negative of these terms and similar expressions intended to identify forward-looking statements. Forward-looking statements are not historical facts and reflect our current views with respect to future events. Forward-looking statements are also based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
We discuss a number of risks, uncertainties and other factors in greater detail under the heading “Risk Factors” in Part I, Item 1A of the Form 10-K as well as in Part II, Item 1A of this Quarterly Report. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this discussion completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by our cautionary statements. Except as required by law, we assume no obligation to update our forward-looking statements publicly, or to update the reasons that actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Overview
Background
Aurinia is a biopharmaceutical company focused on delivering therapies to people living with autoimmune diseases with high unmet medical needs. In January 2021, the Company introduced LUPKYNIS® (voclosporin), the first FDA-approved oral therapy for the treatment of adult patients with active lupus nephritis. Aurinia is also developing aritinercept, a dual inhibitor of B cell-activating factor (“BAFF”) and a proliferation-inducing ligand (“APRIL”) for the potential treatment of autoimmune diseases.
Net Product Sales
For the three months ended March 31, 2026, net product sales of LUPKYNIS were $73.6 million, up 23%, from $60.0 million, in the same period of 2025.
Cash Flows from Operating Activities
For the three months ended March 31, 2026, cash flows from operating activities were $32.6 million, up 2408% from $1.3 million in the same period of 2025.
Cash Position
As of March 31, 2026, Aurinia had cash, cash equivalents, restricted cash and investments of $378.8 million, compared to $398.0 million at December 31, 2025. For the three months ended March 31, 2026, cash outflows from financing activities were $53.7 million, which included the repurchase of 2.5 million of the Company’s common shares for $36.2 million and tax withholding payments related to net settlements of equity awards of $14.6 million.
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Results of Operations
Comparison of the Three Months ended March 31, 2026 and 2025
The following table sets forth our results of operations for the three months ended March 31, 2026 and 2025 (in thousands):
Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||
Net product sales | $ | 73,563 | $ | 59,971 | $ | 13,592 | ||||||||||||||||||||||||||||||||
License, collaboration and royalty revenue | 4,142 | 2,494 | 1,648 | |||||||||||||||||||||||||||||||||||
Total revenue | 77,705 | 62,465 | 15,240 | |||||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||||||||
| Cost of revenue | 6,505 | 8,574 | (2,069) | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative | 22,029 | 20,339 | 1,690 | |||||||||||||||||||||||||||||||||||
| Research and development | 7,470 | 5,743 | 1,727 | |||||||||||||||||||||||||||||||||||
| Restructuring | — | 1,533 | (1,533) | |||||||||||||||||||||||||||||||||||
| Other expense, net | 279 | 4,429 | (4,150) | |||||||||||||||||||||||||||||||||||
| Total operating expenses | 36,283 | 40,618 | (4,335) | |||||||||||||||||||||||||||||||||||
| Income from operations | 41,422 | 21,847 | 19,575 | |||||||||||||||||||||||||||||||||||
| Interest income | 3,515 | 3,569 | (54) | |||||||||||||||||||||||||||||||||||
| Interest expense | (1,012) | (1,067) | 55 | |||||||||||||||||||||||||||||||||||
| Net income before income taxes | 43,925 | 24,349 | 19,576 | |||||||||||||||||||||||||||||||||||
| Income tax expense | 9,570 | 1,005 | 8,565 | |||||||||||||||||||||||||||||||||||
| Net income | $ | 34,355 | $ | 23,344 | $ | 11,011 | ||||||||||||||||||||||||||||||||
Net Product Sales
Aurinia sells LUPKYNIS to two specialty pharmacies and a specialty distributor in the United States (the “U.S.”), and Aurinia sells LUPKYNIS inventory to its collaboration partner, Otsuka Pharmaceutical Co., Ltd. (“Otsuka”), for the European and Japanese market. The two specialty pharmacies, specialty distributor and Otsuka are considered our customers for accounting purposes.
For the three months ended March 31, 2026, net product sales of LUPKYNIS were $73.6 million, up 23% from $60.0 million in the same period of 2025. The increase is primarily due to an increase in the number of LUPKYNIS cartons sold to specialty pharmacies, driven by further lupus nephritis market penetration.
License, Collaboration and Royalty Revenue
License, collaboration and royalty revenue consists of revenue from a collaboration and licensing agreement with Otsuka to develop and commercialize oral voclosporin in voclosporin in Japan, the European Union (the “E.U.”), the United Kingdom (the “U.K.”), Switzerland, Russia, Norway, Belarus, Iceland, Liechtenstein and Ukraine (collectively, the “Otsuka Territories”) in exchange for: (i) a $50 million upfront cash payment; (ii) regulatory and commercial milestone payments; and (iii) royalties ranging from 10% to 20% on net sales in the Otsuka Territories.
License, collaboration and royalty revenue also consists of revenue from a commercial supply agreement with Otsuka to provide manufacturing and other services, including sharing the capacity of a dedicated manufacturing facility at Lonza Ltd. (the “Monoplant”), Aurinia’s contract manufacturing partner for voclosporin.
For the three months ended March 31, 2026, license, collaboration, and royalty revenue was $4.1 million, up 64% from $2.5 million in the same period of 2025. The increase is primarily due to manufacturing services provided to Otsuka for sharing the capacity of the Monoplant.
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Cost of Revenue
Cost of revenue consists primarily of expense associated with: (i) amortization of the finance lease right-of-use asset recognized in connection with the Monoplant; (ii) manufacturing; and (iii) shipping, storage and distribution.
In December 2020, Aurinia entered into a manufacturing services agreement with Lonza Ltd. for the construction of the Monoplant. The construction of the Monoplant began in January 2021 and manufacturing of voclosporin began in late June 2023. The Monoplant is equipped with state-of-the-art manufacturing equipment to provide cost and production efficiency for the manufacturing of voclosporin, while expanding existing capacity and providing supply security to meet future commercial demand. Aurinia pays a quarterly fixed facility fee of 3.6 million Swiss Francs for the exclusive right to use the Monoplant through March 31, 2030.
For the three months ended March 31, 2026, cost of revenue was $6.5 million, down 24% from $8.6 million in the same period of 2025. The decrease is primarily due to a decrease in sales of LUPKYNIS inventory to Otsuka, which has a low gross margin.
For the three months ended March 31, 2026, gross margin was 92%, compared to 86% in the same period of 2025.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense consists of personnel and non-personnel expenses to support growing net product sales of LUPKYNIS. Personnel-related expense includes salaries, incentive pay, benefits and share-based compensation for personnel engaged in sales, finance and administrative functions. Non-personnel-related expense includes: (i) selling, patient services, pharmacovigilance, marketing, advertising, travel, sponsorships and trade shows; and (ii) other general and administrative costs, including consulting, legal, patent, insurance, accounting, information technology and facilities.
The following table summarizes our SG&A expense for the three months ended March 31, 2026 and 2025 (in thousands):
| Three Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||
Personnel expense: | ||||||||||||||||||||||||||||||||||||||
Salaries, incentive pay and benefits | $ | 13,426 | $ | 12,140 | $ | 1,286 | ||||||||||||||||||||||||||||||||
Share-based compensation | (1,203) | (3,513) | 2,310 | |||||||||||||||||||||||||||||||||||
Total personnel expense | 12,223 | 8,627 | 3,596 | |||||||||||||||||||||||||||||||||||
Non-personnel expense: | ||||||||||||||||||||||||||||||||||||||
Professional fees and services | 5,426 | 7,288 | (1,862) | |||||||||||||||||||||||||||||||||||
Travel, sponsorship and trade shows | 1,579 | 844 | 735 | |||||||||||||||||||||||||||||||||||
Marketing and advertising | 327 | 970 | (643) | |||||||||||||||||||||||||||||||||||
Other | 2,474 | 2,610 | (136) | |||||||||||||||||||||||||||||||||||
Total non-personnel expense | 9,806 | 11,712 | (1,906) | |||||||||||||||||||||||||||||||||||
Total SG&A expense | $ | 22,029 | $ | 20,339 | $ | 1,690 | ||||||||||||||||||||||||||||||||
For the three months ended March 31, 2026, the increase in SG&A personnel expense was primarily due to: (i) one-time expense for severance and health care benefits, related to the departure of certain former Company officers in March 2026; (ii) a decrease in non-cash, share-based compensation expense in connection with the vesting of equity awards; and (iii) a decrease in the amount of non-cash, share-based compensation expense that was reversed due to forfeited, unvested equity awards.
For the three months ended March 31, 2026, the decrease in SG&A non-personnel expense was primarily due to lower professional fees and services resulting from our strategic restructuring efforts in late 2024.
We continue to expect our SG&A expense in 2026 to remain substantially consistent with 2025.
14
Research and Development Expense
Research and development (“R&D”) expense consists of personnel and non-personnel expenses. Personnel-related expense includes salaries, incentive pay, benefits and share-based compensation for personnel engaged in research and development functions. Non-personnel-related expense includes contract research organizations, contract manufacturing organizations and materials used for R&D activities, including development, clinical trials, clinical supply and distribution, and other professional services.
The following table summarizes our R&D expense for the three months ended March 31, 2026 and 2025 (in thousands):
| Three months ended March 31, | ||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | ||||||||||||||||||||||||||||||||||||
Personnel expense: | ||||||||||||||||||||||||||||||||||||||
Salaries, incentive pay and benefits | $ | 3,450 | $ | 1,308 | $ | 2,142 | ||||||||||||||||||||||||||||||||
Share-based compensation | 111 | 93 | 18 | |||||||||||||||||||||||||||||||||||
Total personnel expense | 3,561 | 1,401 | 2,160 | |||||||||||||||||||||||||||||||||||
Non-personnel expense: | ||||||||||||||||||||||||||||||||||||||
Clinical supply and distribution | 2,599 | 1,865 | 734 | |||||||||||||||||||||||||||||||||||
Contract research organizations and developmental expenses | 1,190 | 2,349 | (1,159) | |||||||||||||||||||||||||||||||||||
Other | 120 | 128 | (8) | |||||||||||||||||||||||||||||||||||
Total non-personnel expense | 3,909 | 4,342 | (433) | |||||||||||||||||||||||||||||||||||
Total R&D expense | $ | 7,470 | $ | 5,743 | $ | 1,727 | ||||||||||||||||||||||||||||||||
For the three months ended March 31, 2026, the increase in R&D personnel-expense was primarily due to: (i) one-time expense for severance and health care benefits, related to the departure of a former Company officer in March 2026; and (ii) an increase in employee-related costs to support development activities.
For the three months ended March 31, 2026, the decrease in R&D non-personnel expense was primarily as a result of a decrease in clinical research organization and developmental expenses related to the timing of development activities, partially offset by higher clinical supply and distribution costs to support our development activities.
We expect our R&D expense to increase as we progress our development activities.
Other Expense, Net
For the three months ended March 31, 2026, other expense, net was $0.3 million, compared to $4.4 million in the same period of 2025. The change is primarily due to: (i) changes in the foreign exchange remeasurement of the finance lease liability recognized in connection with the Monoplant, which is denominated in Swiss Francs; and (ii) changes in the fair value assumptions related to our deferred compensation liability.
Income Tax Expense
For the three months ended March 31, 2026, income tax expense was $9.6 million, compared to $1.0 million in the same period of 2025. The increase is primarily due to the release of the Company’s valuation allowance on deferred tax assets that the Company now expects to realize. Prior to December 31, 2025, the Company maintained a full valuation allowance against its deferred tax assets; however, after considering all available evidence, the Company determined that it was more likely than not that it would be able to realize the benefit of its deferred tax assets.
Liquidity and Capital Resources
As of March 31, 2026, Aurinia had cash, cash equivalents, restricted cash and investments of $378.8 million, compared to $398.0 million at December 31, 2025. For the three months ended March 31, 2026, cash flows from operating activities were $32.6 million, compared to $1.3 million in the same period of 2025. For the three months ended March 31, 2026, cash outflows from financing activities were $53.7 million, which included the repurchase of 2.5 million of the Company’s common shares for $36.2 million and tax withholding payments related to net settlements of equity awards of $14.6 million.
Based on our current operating plans and projections, the Company expects to fund future operations with existing cash or cash flows from operating activities.
15
The amount and timing of additional future funding needs, if any, will depend on many factors, including the success of our commercialization efforts for LUPKYNIS and our ability to control expenses. If necessary, we intend to raise additional capital through equity or debt financings. We can provide no assurance that additional financing will be available to us on favorable terms, or at all.
Critical Accounting Estimates
There have been no material changes to our critical accounting policies and significant judgments and estimates as described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Off‑Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off‑balance sheet arrangements as such term is defined in Item 303(a)(4)(ii) of Regulation S-K under the Securities Act.
Contractual Obligations
There have been no material changes outside the ordinary course of business to our contractual obligations and commitments as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risks.
There have been no material changes to our quantitative and qualitative disclosures about market risks as described in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2026, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
16
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our operations. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. For further discussion, refer to Note 5, Commitments and Contingencies.
There are no material developments to report in respect of the legal proceedings described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 1A. Risk Factors.
Under Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025, we identified important factors that could affect our financial performance and could cause our actual results for future periods to differ materially from our anticipated results or other expectations, including those expressed in any forward-looking statements made in this Quarterly Report. There has been no material change in our risk factors subsequent to the filing of our prior reports referenced above. However, the risks described in our reports are not the only risks we face. Additional risks and uncertainties that we currently deem to be immaterial or not currently known to us, as well as other risks reported from time to time in our reports to the SEC, also could cause our actual results to differ materially from our anticipated results or other expectations.
Item 2. Unregistered Purchases or Sales of Equity Securities and Use of Proceeds.
In February 2024, the Board approved a share repurchase program of up to $150 million of the Company’s common shares, excluding commissions and excise tax (“Share Repurchase Plan”). In July 2025, the Company announced that the Board had approved an increase to the previously announced Share Repurchase Plan of an additional $150 million of the Company’s common shares. Purchases under the Share Repurchase Plan, which to date have totaled 23.1 million of its common shares for $211.0 million, began on February 21, 2024. The timing and amount of future repurchase transactions will be determined by the Company based on its evaluation of market conditions, share price, legal requirements, including applicable blackout period restrictions, and other factors. Under Alberta law, the repurchased common shares are cancelled and not reissued.
The following table summarizes the common share activity of our repurchased shares under the Share Repurchase Plan for the three months ended March 31, 2026.
Period | Total number of shares purchased | Average price paid per share in $ | Total number of shares purchased as part of publicly announced program | Approximate dollar value of shares that may yet be purchased under program (in thousands)(1) | ||||||||||||||||||||||
2/1/2026-2/28/2026 | 100,234 | $13.89 | 100,234 | $160,022 | ||||||||||||||||||||||
3/1/2026-3/31/2026 | 2,422,226 | $14.33 | 2,422,226 | $125,300 | ||||||||||||||||||||||
Total | 2,522,460 | 2,522,460 | ||||||||||||||||||||||||
(1)Does not include broker commissions.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
17
Effective March 23, 2026, the Company appointed Kevin Tang as Chief Executive Officer, Ryan Cole as Chief Operating Officer, and Michael Hearne as Chief Financial Officer. Effective March 20, 2026, Peter Greenleaf, President, Chief Executive Officer and Director, Matthew Donley, Chief Operating Officer, Gregory Keenan, M.D., Chief Medical Officer, and Joseph Miller, Chief Financial Officer ceased to serve as officers of Aurinia, and Mr. Greenleaf resigned from the Board of Directors of Aurinia effective March 21, 2026. In connection with their terminations of employment, each former officer entered into a separation agreement with the Company. Per the terms of the agreements, each former officer was provided with a severance package substantially as set out in his employment agreement. Mr. Greenleaf, Mr. Donley, Dr. Keenan and Mr. Miller are continuing to serve as consultants through June 20, 2026 in order to facilitate the management transition.
Item 6. Exhibits.
The following exhibits are filed as part of this report:
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
3.3+ | ||||||||
3.4+ | ||||||||
3.5+ | ||||||||
3.6+ | ||||||||
| 3.7 | ||||||||
| 31.1* | ||||||||
| 31.2* | ||||||||
| 32.1** | ||||||||
| 32.2** | ||||||||
| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| * | Filed herewith. | |||||||
| ** | Furnished herewith. Exhibits 32.1 and 32.2 are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall such exhibit be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. | |||||||
| + | Certain annexes, exhibits and schedules have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Aurinia agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request; provided, however, that Aurinia may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished. | |||||||
18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AURINIA PHARMACEUTICALS INC. | ||||||||
| May 6, 2026 | By: | /s/ Kevin Tang | ||||||
Kevin Tang | ||||||||
| Chief Executive Officer, Director (Principal Executive Officer) | ||||||||
| May 6, 2026 | By: | /s/ Michael Hearne | ||||||
Michael Hearne | ||||||||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||||
19
Exhibit 3.3
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Aurinia Pharma U.S., Inc. (referred to throughout this Agreement as “Employer”) and Peter Greenleaf (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate.
1. Last Day of Employment. Employee’s last day of employment with Employer is March 20, 2026 (“Separation Date”). By signing below, Employee affirms that Employee signed this Agreement on or after the Separation Date.
2. Consideration.
(a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees:
i. to pay Employee One Million, Two Hundred Thirty Four Thousand, Three Hundred and Fifteen Dollars ($1,234,315), less lawful deductions, representing 18 months of compensation at Employee’s base rate of pay, to be paid as continuing payments of severance pay on Employer’s regular payroll dates over the 18 months following the Effective Date of the Agreement;
ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the Employer on your behalf. This must be initiated by Employee within 90 days of the Effective Date; and
iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay on Employee’s behalf the premium costs for COBRA continuation coverage for medical, dental and vision insurance, for the earlier of twelve (12) months from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the payments made by Employer and all such payments must be mailed directly to the third-party administrator of COBRA. Employee must notify Employer upon commencing employment with a third party.
iv. to pay the fees set out in Schedule “A” to this Agreement in exchange for Employee’s agreement to provide the services set out in Schedule “A” to this Agreement.
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(b) A form W-2 will be issued to Employee and all relevant tax authorities in relation to the payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of the receipt of these monies in Paragraph 2.
3. 409A Compliance. The following rules shall apply, to the extent necessary, with respect to distribution of the payments and benefits, if any, to be provided to Employee under this Agreement. This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and the parties hereto agree to interpret, apply and administer this Agreement in the least restrictive manner necessary to comply therewith and without resulting in any increase in the amounts owed hereunder by Employer. Subject to the provisions in this Section, the severance payments pursuant to this Agreement shall begin only upon the date of Employee’s “separation from service” which occurs on or after the date of Employee’s termination of employment. It is intended that each installment of the severance payments and benefits provided under this Agreement shall be treated as a separate “payment” for purposes of Section 409A.
All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (ii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iii) the right to reimbursement is not subject to set off or liquidation or exchange for any other benefit. Notwithstanding anything herein to the contrary, Employer shall have no liability to Employee or to any other person if the payments and benefits provided in this Agreement that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.
4. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s timely execution of and non-revocation of this Agreement and the fulfillment of the promises contained herein.
5. General Release, Claims Not Released, Covenant Not To Sue and Related Provisions.
(a) General Release of All Claims and Covenant Not To Sue. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, successors, and assigns knowingly and voluntarily release and forever discharges Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims,
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known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following, as amended:
•Title VII of the Civil Rights Act of 1964;
•Sections 1981 through 1988 of Title 42 of the United States Code;
•The Employee Retirement Income Security Act of 1974 (“ERISA”);
•The Age Discrimination in Employment Act;
•The Internal Revenue Code of 1986;
•The Immigration Reform and Control Act;
•The Americans with Disabilities Act of 1990;
•The Worker Adjustment and Retraining Notification Act;
•The Fair Credit Reporting Act;
•The Family and Medical Leave Act;
•The Equal Pay Act;
•The Genetic Information Nondiscrimination Act of 2008;
•The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA);
•Families First Coronavirus Response Act;
•The Pregnant Worker’s Fairness Act (“PWFA”);
•Maryland Fair Employment Practices Act (MD State Govt. Code, § 20-601 et seq.)
•Maryland Job Applicant Fairness Act (Md. Labor & Employment Code § 3-711);
•Disclosing Sexual Harassment in the Workplace Act of 2018 (Md. Labor & Employment Code § 3-715);
•Maryland Medical Information Bias Law (Md. Labor & Employment Code
§ 5-604);
•Maryland law protecting witnesses, jurors and victims who attend court proceedings (Md. Courts and Judicial Proceedings Code §§ 8-105, 9-205);
•Maryland law regarding use of facial recognition services during interview (Md. Labor & Employment Code § 3-717);
•Maryland Law Protecting Employees' and Applicants' Social Media Passwords (Md. Labor & Employment Code § 3-712);
•Maryland Flexible Leave Act (Md. Labor & Employment Code § 3-801 et seq.);
•Maryland Parental Leave Act (Md. Labor & Employment Code § 3-1201 et seq.);
•Maryland Health Working Families Act (Md. Labor & Employment Code
§ 3-1301 et seq.);
•Maryland Equal Pay Law - Md. Labor & Employment Code § 3-301 et seq.;
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•Maryland “Ban-The-Box” law (Md. Labor & Employment Code § 3-1401 et seq.);
•Maryland Wage and Hour Laws (Md. Labor & Employment Code § 3-401 et seq.);
•Maryland Wage Payment and Collection Law (Md. Labor & Employment Code § 3-501 et seq.);
•Maryland Healthy Retail Employee Act (Md. Labor & Employment Code
§ 3-710);
•Maryland Day of Rest Law (Md. Labor & Employment Code § 3-704);
•Maryland Workplace Fraud Act (Md. Labor & Employment Code § 3-901 et seq.);
•Maryland Lie Detector Law (Md. Labor & Employment Code § 3-702);
•Maryland Military Leave Law (Md. Public Safety Code § 13-705);
•Maryland Leave Law for Family Members of Armed Services Members (Md. Labor & Employment Code § 3-803);
•Maryland Volunteer/Civil Air Patrol Law (Md. Labor & Employment Code
§ 3-703);
•Maryland Occupational Safety & Health Act, as amended (Md. Labor & Employment Code § 5-101 et seq.);
•Maryland's Reasonable Accommodations for Disabilities Due to Pregnancy Law (MD State Govt. Code § 20-609 et seq.);
•Discrimination against applicants because of Psychiatric or Psychological condition (Md. Labor & Employment Code § 3-701);
•any other foreign, federal, state or local law, rule, regulation, or ordinance;
•any claim(s) of breach of contract, wrongful discharge, and/or defamation;
•any other public policy, contract, tort, or common law;
•any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
(b) Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Employer’s qualified retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this Agreement.
(c) Governmental Agencies. Nothing in this Agreement or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits Employee from (1) reporting possible violations of federal or other law or regulations to any governmental agency, legislative, regulatory or judicial body, or law enforcement authority (e.g., EEOC, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any such governmental entity, or (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental entity. To the maximum extent permitted by law,
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Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits Employee’s ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. Employee is also not required to notify or obtain permission from Employer when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity.
(d) Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Employer or any other Releasee identified in this Agreement is a party.
6. Acknowledgement and Affirmations
(a) Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the terms of this Agreement, except to Employee’s family, tax advisor, an
attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state, or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from disclosing factual information regarding unlawful conduct.
(b) Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. By signing this Agreement, Employee agrees not to sue Employer and/or any of the Releasees for anything which has been released pursuant to the Agreement.
(c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.
(d) Employee further affirms that Employee has no known workplace injuries or occupational diseases.
(e) Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a
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suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(f) Employee further affirms that Employee has not reported internally to Employer any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting any such allegations internally to Employer.
(g) Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights.
(h) Employee acknowledges that Employee’s strict compliance with the terms of the release is a condition precedent to Employee’s right to earn the payments described in Section 2 of this Agreement. In the event Employer acquires evidence or otherwise determines in good faith that Employee has not fully complied with the terms of the release, (i) Employer will cease payment of any future installments of any severance or COBRA payments, as applicable; (ii) Employee must remit any severance already paid to Employee by Employer in excess of $1,000 (the “Unearned Severance”). In such instance, Employer will provide Employee notice that: (1) states the provisions of the release with which Employee has been found to be non-compliant; (2) summarizes the reason(s) for which Employee has been found non-compliant with the release. Employee will have thirty (30) calendar days to return the Unearned Severance to Employer. The finding of non-compliance and return of the Unearned Severance shall not affect the remaining terms of this Agreement (including the release).
7. Cooperation. Employee agrees to reasonably cooperate with Employer in regard to the transition of business matters handled by Employee during Employee’s employment with Employer and in regard to any litigation or investigation brought by or against Employer. In the event of receipt by you of a subpoena issued at the request of any private sector person or entity at any time following the Separation Date regarding any matter related to or involving Employer or its affiliates, you agree to notify Employer promptly before complying with the subpoena, so that Employer may take appropriate action to represent its interests, including moving to quash to subpoena, as long as provision of such notice does not violate any applicable law, rule or court order. If Employer seeks to prevent disclosure in accordance with applicable legal procedures and provides you with notice before the deadline for compliance with a subpoena, you shall not make any such disclosure until either such objections are withdrawn or the objections are finally adjudicated by the tribunal.
8. Non-Disparagement. Employee agrees to refrain from making statements that are disparaging or defamatory about Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, representatives, successors and assigns, and their employees, attorneys, officers, directors and agents thereof, in addition to Employer’s customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, X (Twitter), LinkedIn, or Glassdoor on blogs, by text or email or other electronic means.
9. Return of Property. Except as provided otherwise in this Agreement or by law, Employee affirms that Employee has returned, without copying or reproducing, all Employer’s property, documents, and/or any confidential information in Employee’s possession
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that Employee had at Employer’s premises and that Employer is not in possession of any of the Employee’s property.
10. Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Maryland without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
11. Nonadmission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.
12. Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
13. Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for within the Executive Employment Agreement dated April 2019, any arbitration, intellectual property, noncompete, restrictive covenant, non-solicitation, nondisclosure, or confidentiality agreements therein between Employer and Employee, which shall remain in full force and effect according to their terms. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
14. Counterparts and Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.
EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.
EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY ON WHICH EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT AND THE AGREEMENT IS NOT ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO STEPHEN ROBERTSON, EVP, GENERAL COUNSEL AT *** AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.”
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THE REVOCATION MUST BE POSTMARKED OR IF PERSONALLY DELIVERED RECEIVED BY STEPHEN ROBERTSON OR HIS DESIGNEE WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE EIGHTH (8th) DAY AFTER THE DATE ON WHICH YOU SIGN THIS AGREEMENT PROVIDED YOU DO NOT REVOKE YOUR SIGNATURE.
IF YOU EXECUTE THIS AGREEMENT, AND THEN CHOOSE TO REVOKE ANY REVOCABLE CLAIMS PERMITTED HEREIN, YOU WILL NOT BE ENTITLED TO SEVERANCE OR COBRA PAYMENTS, AND YOU WILL INSTEAD BE ENTITLED TO RECEIVE $1,000 AS COMPLETE CONSIDERATION FOR THE RELEASE AND WAIVER OF ALL NON-REVOCABLE CLAIMS UNDER THE RELEASE AND YOUR OTHER OBLIGATIONS CONTAINED THEREIN (THE “ALTERNATE CONSIDERATION”). THE ALTERNATIVE CONSIDERATION WILL BE PAID TO YOU NO LATER THAN TEN (10) BUSINESS DAYS FOLLOWING THE RECEIPT OF YOUR WRITTEN NOTICE OF REVOCATION.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth
below:
| PETER GREENLEAF | AURINIA PHARMA U.S., INC. | ||||
________________________________________ Date:________________________________________ | By:_______________________________________ Name: Stephen Robertson Title: EVP, General Counsel and Chief Compliance Officer Date:________________________________________ | ||||
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SCHEDULE “A”
CONSULTING SERVICES
1. From March 21, 2026 to June 20, 2026 (the “Term”), Peter Greenleaf (“Contractor”) shall provide Employer with the following services:
Support and guidance with respect to:
- Transferring knowledge to Kevin Tang and other stakeholders
- Handover of all relevant information
- Handover of all contracts
- Other tasks as directed by Kevin Tang and/or his designate.
2. In exchange for the services set out above, Employer will pay Contractor a fee of $600 per hour, subject to a minimum aggregate fee of $25,200 for the services (the “Minimum Amount”).
3. Employer will pay the service fees within 30 days of the receipt of proper invoices, addressed to Aurinia Pharma U.S., Inc., Suite 700, 77 Upper Rock Circle, Rockville, Maryland, 20850, and sent to *** for processing. Invoices will detail the services provided for the invoice. Employer will pay the Minimum Amount within 30 days of the commencement of these services.
4. Employer hereby acknowledges and confirms that any unvested stock options that had been issued to Contractor previously will continue to vest for the Term, given Contractor’s status as a bona fide contractor under Employer’s Equity Incentive Plan.
5. Other than the above, Contractor will not be entitled to any further compensation or benefits of any kind from Employer in connection with the services.
6. During the Term, Contractor shall not use business cards mentioning his capacity as an independent contractor to Employer, shall not use Employer’s name on their stationery, and shall not otherwise advertise the fact that Contractor is engaged in a contractual relationship with Employer.
7. The Contractor will not disclose or use, at any time during the Term or subsequent to this Agreement, any secret or confidential information of Employer, its affiliates or its commercial partners that is not generally available to the public, which is created or acquired by the Contractor in the course of performing the services hereunder, including, without limitation, information about inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development plans, research, data, clinical data, financial data, safety information, investor relations, potential investors, financing arrangements, personnel data, computer programs, and customer and supplier lists (“Confidential Information”), except as required in connection with the Contractor’s performance of the services and with Employer’s prior written approval, or as required by a governmental or judicial authority.
8. Contractor hereby unconditionally and irrevocably assigns any rights, title and interest worldwide to any work product and intellectual property Contractor may generate in the course of providing the services, and agrees to provide Employer with such documentation, and to take such steps, as Employer may require to document, record, or otherwise give effect to this assignment.
9. The Contractor agrees that, during the Term, and for a period of twelve (12) months following the termination of this Agreement, for any reason, the Contractor will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Employer:
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a) encourage, or participate in encouraging, any Personnel (as defined below) to terminate his, her or its relationship with Employer;
b) solicit, or participate in soliciting, any Personnel (as defined below) to terminate his, her or its relationship with Employer to render services to the Contractor or any other person or entity that engages in, or is preparing to engage in, the Competitive Industry (as defined below);
c) encourage, or participate in encouraging, any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Employer its relationship with Employer; or
d) contact or communicate with any Customer or Potential Customer (as defined below) for the purpose of offering for sale any products, services or processes relating to the Competitive Industry (as defined below);
9.1 The Parties agree that, for purposes of this Agreement:
a) “Competitive Industry” means the research, development, testing, sale and marketing of products, services and processes for the treatment of autoimmune and inflammatory diseases;
b) “Customer” means any person or entity to whom, with the Contractor’s knowledge, Employer provided products, services or processes at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement;
c) “Personnel” means any person or entity who the Contractor knew was employed or engaged as a contractor by Employer during the Term; and
d) “Potential Customer” means any person or entity who has not yet become a Customer of Employer, but who, with the Contractor’s knowledge, was contacted for the purposes of doing business with Employer or solicited by Employer at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement.
10. Contractor acknowledges that Employer recommended that they obtain independent legal advice before agreeing to these terms and that they have had the opportunity to do so.
11. These terms shall be construed and interpreted in accordance with the laws of the State of Maryland (excluding choice of law rules). Employer and Contractor hereby submit to the jurisdiction of the courts and tribunals, as applicable, in Maryland for the resolution and final settlement of any disputes arising from these terms, except insofar as courts or tribunals of other jurisdictions are requested to enforce the receiving party’s covenants herein.
12. The relationship between Contactor and Employer is non-exclusive. During the Term, the Contractor may provide services to other clients or engage in other business activities, provided that during the Term the Contractor will not, without Employer’s prior written consent, which may be withheld in Employer’s sole discretion, engage in any other business, profession or occupation, or become involved in any capacity, directly or indirectly, with any employer or other business, where the Contractor’s involvement conflicts or interferes with, or could reasonably conflict or interfere with at
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some future date, the Contract’s obligations under these terms and the performances of the services to Employer.
13. Other than as set out herein, Contractor shall not be entitled to rights or privileges applicable to employees of Employer including, but not limited to, stock option benefits, group insurance, pension plan, holidays, paid vacation and other benefits which may be available from time to time to Employer’s employees unless the Contractor and Employer have agreed in writing.
14. Contractor is an independent contractor, with control over the manner and means of the Contractor’s performance. Contractor will not purport to be acting as the legal agent of Employer, and the Contractor will not enter or purport to enter into any agreements on behalf of Employer or otherwise bind or purport to bind Employer in any respect or cause Employer to incur liability in any manner whatsoever and, except as otherwise provided herein, all actions of the Contractor other than those with respect to providing the services will be entirely on and for the Contractor’s own benefit.
15. These terms may not be assigned by either party in whole or in part without the prior written consent of the other.
16. As Contractor is an independent contractor, Contractor acknowledges and agrees that Contractor is solely responsible for all tax obligations or consequences associated with the service fees being provided hereunder. Contractor agrees that Contractor is responsible for all applicable taxes, if any, as a result of the receipt of these monies.
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Exhibit 3.4
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Aurinia Pharma U.S., Inc. (referred to throughout this Agreement as “Employer”) and Joseph Miller (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate.
1. Last Day of Employment. Employee’s last day of employment with Employer is March 20, 2026 (“Separation Date”). By signing below, Employee affirms that Employee signed this Agreement on or after the Separation Date.
2. Consideration.
(a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees:
i. to pay Employee Five Hundred Twenty Six Thousand, Nine Hundred and Eighty-Eight Dollars ($526,988), less lawful deductions, representing 12 months of compensation at Employee’s base rate of pay, to be paid as continuing payments of severance pay on Employer’s regular payroll dates over the 12 months following the Effective Date of the Agreement;
ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the Employer on your behalf. This must be initiated by Employee within 90 days of the Effective Date; and
iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay on Employee’s behalf the premium costs for COBRA continuation coverage for medical, dental and vision insurance, for the earlier of twelve (12) months from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the payments made by Employer and all such payments must be mailed directly to the third-party administrator of COBRA. Employee must notify Employer upon commencing employment with a third party.
iv. to pay the fees set out in Schedule “A” to this Agreement in exchange for Employee’s agreement to provide the services set out in Schedule “A” to this Agreement.
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v. to timely pay the Employee any accrued and unpaid vacation, less lawful deductions.
(b) A form W-2 will be issued to Employee and all relevant tax authorities in relation to the payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of the receipt of these monies in Paragraph 2.
3. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s timely execution of and non-revocation of this Agreement and the fulfillment of the promises contained herein.
4. General Release, Claims Not Released, Covenant Not To Sue and Related Provisions.
(a) General Release of All Claims and Covenant Not To Sue. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, successors, and assigns knowingly and voluntarily release and forever discharges Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following, as amended:
•Title VII of the Civil Rights Act of 1964;
•Sections 1981 through 1988 of Title 42 of the United States Code;
•The Employee Retirement Income Security Act of 1974 (“ERISA”);
•The Age Discrimination in Employment Act;
•The Internal Revenue Code of 1986;
•The Immigration Reform and Control Act;
•The Americans with Disabilities Act of 1990;
•The Worker Adjustment and Retraining Notification Act;
•The Fair Credit Reporting Act;
•The Family and Medical Leave Act;
•The Equal Pay Act;
•The Genetic Information Nondiscrimination Act of 2008;
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•The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA);
•Families First Coronavirus Response Act;
•The Pregnant Worker’s Fairness Act (“PWFA”);
•Maryland Fair Employment Practices Act (MD State Govt. Code, § 20-601 et seq.)
•Maryland Job Applicant Fairness Act (Md. Labor & Employment Code § 3-711);
•Disclosing Sexual Harassment in the Workplace Act of 2018 (Md. Labor & Employment Code § 3-715);
•Maryland Medical Information Bias Law (Md. Labor & Employment Code § 5-604);
•Maryland law protecting witnesses, jurors and victims who attend court proceedings (Md. Courts and Judicial Proceedings Code §§ 8-105, 9-205);
•Maryland law regarding use of facial recognition services during interview (Md. Labor & Employment Code § 3-717);
•Maryland Law Protecting Employees' and Applicants' Social Media Passwords (Md. Labor & Employment Code § 3-712);
•Maryland Flexible Leave Act (Md. Labor & Employment Code § 3-801 et seq.);
•Maryland Parental Leave Act (Md. Labor & Employment Code § 3-1201 et seq.);
•Maryland Health Working Families Act (Md. Labor & Employment Code § 3-1301 et seq.);
•Maryland Equal Pay Law - Md. Labor & Employment Code § 3-301 et seq.;
•Maryland “Ban-The-Box” law (Md. Labor & Employment Code § 3-1401 et seq.);
•Maryland Wage and Hour Laws (Md. Labor & Employment Code § 3-401 et seq.);
•Maryland Wage Payment and Collection Law (Md. Labor & Employment Code § 3-501 et seq.);
•Maryland Healthy Retail Employee Act (Md. Labor & Employment Code § 3-710);
•Maryland Day of Rest Law (Md. Labor & Employment Code § 3-704);
•Maryland Workplace Fraud Act (Md. Labor & Employment Code § 3-901 et seq.);
•Maryland Lie Detector Law (Md. Labor & Employment Code § 3-702);
•Maryland Military Leave Law (Md. Public Safety Code § 13-705);
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•Maryland Leave Law for Family Members of Armed Services Members (Md. Labor & Employment Code § 3-803);
•Maryland Volunteer/Civil Air Patrol Law (Md. Labor & Employment Code § 3-703);
•Maryland Occupational Safety & Health Act, as amended (Md. Labor & Employment Code § 5-101 et seq.);
•Maryland's Reasonable Accommodations for Disabilities Due to Pregnancy Law (MD State Govt. Code § 20-609 et seq.);
•Discrimination against applicants because of Psychiatric or Psychological condition (Md. Labor & Employment Code § 3-701);
•any other foreign, federal, state or local law, rule, regulation, or ordinance;
•any claim(s) of breach of contract, wrongful discharge, and/or defamation;
•any other public policy, contract, tort, or common law;
•any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
(b) Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Employer’s qualified retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this Agreement.
(c) Governmental Agencies. Nothing in this Agreement or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits Employee from (1) reporting possible violations of federal or other law or regulations to any governmental agency, legislative, regulatory or judicial body, or law enforcement authority (e.g., EEOC, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any such governmental entity, or (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental entity. To the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits Employee’s ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. Employee is also not required to notify or obtain permission from Employer when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity.
(d) Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Employer or any other Releasee identified in this Agreement is a party.
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(e) Company Release. In exchange for Employee’s waiver and release of claims against the Company (and provided Employee does not revoke such waiver and release), the Company expressly waives and releases any and all claims against Employee that may be waived and released by law, with the exception of claims arising out of or attributable to any gross negligence, criminal activities or intentional misconduct occurring during employment with the Company.
5. Acknowledgement and Affirmations
(a) Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the terms of this Agreement, except to Employee’s family, tax advisor, an attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state, or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from disclosing factual information regarding unlawful conduct.
(b) Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. By signing this Agreement, Employee agrees not to sue Employer and/or any of the Releasees for anything which has been released pursuant to the Agreement.
(c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.
(d) Employee further affirms that Employee has no known workplace injuries or occupational diseases.
(e) Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(f) Employee further affirms that Employee has not reported internally to Employer any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting any such allegations internally to Employer.
(g) Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or
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receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights.
(h) Employee acknowledges that Employee’s strict compliance with the terms of the release is a condition precedent to Employee’s right to earn the payments described in Section 2 of this Agreement. In the event Employee materially breaches the terms of this Agreement and, only if the material breach is of a substance that may be cured, fails to cure such breach within ten (10) days notice from Employer, (i) Employer will cease payment of any future installments of any severance or COBRA payments, as applicable; (ii) Employee must remit any severance already paid to Employee by Employer in excess of $1,000 (the “Unearned Severance”). In such instance, Employer will provide Employee notice that: (1) states the provisions of the release with which Employee has been found to be non-compliant; (2) summarizes the reason(s) for which Employee has been found non-compliant with the release. Employee will have thirty (30) calendar days to return the Unearned Severance to Employer.
6. Cooperation. Employee agrees to reasonably cooperate with Employer in regard to the transition of business matters handled by Employee during Employee’s employment with Employer and in regard to any litigation or investigation brought by or against Employer, as set forth herein. In the event of receipt by you of a subpoena issued at the request of any private sector person or entity at any time following the Separation Date regarding any matter related to or involving Employer or its affiliates, you agree to notify Employer promptly before complying with the subpoena, so that Employer may take appropriate action to represent its interests, including moving to quash to subpoena, as long as provision of such notice does not violate any applicable law, rule or court order. If Employer seeks to prevent disclosure in accordance with applicable legal procedures and provides you with notice before the deadline for compliance with a subpoena, you shall reasonably cooperate with such efforts and shall not make any such disclosure until compelled to do so by such law, rule or court order. For clarification, your cooperation shall be at Employer’s expense (including reimbursement of your reasonable costs and reasonable attorney’s fees) and shall not oblige you to suffer any sanctions or penalties.
7. Mutual Non-Disparagement. Employee agrees to refrain from making statements that are disparaging or defamatory about Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, representatives, successors and assigns, and their employees, attorneys, officers, directors and agents thereof, in addition to Employer’s customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, X (Twitter), LinkedIn, or Glassdoor on blogs, by text or email or other electronic means. Employer agrees to refrain from making statements that are professionally or personally disparaging or defamatory about Employee, including but not limited to communications on social media websites such as Facebook, X (Twitter), LinkedIn, or Glassdoor on blogs, by text or email or other electronic means. Nothing herein shall prevent either party from (i) responding publicly to any incorrect, disparaging or derogatory public statement to the extent reasonably necessary to correct or refute such public statement, (ii) making any truthful statement to the extent (x) necessary with respect to litigation, arbitration or mediation involving this Agreement, including but not limited to the enforcement of this Agreement, or (y) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee
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thereof) with actual or apparent jurisdiction to order such party to disclose or make accessible such information.
8. Return of Property. Except as provided otherwise in this Agreement or by law, Employee affirms that Employee has returned, without copying or reproducing, all Employer’s property, documents, and/or any confidential information in Employee’s possession that Employee had at Employer’s premises and that Employer is not in possession of any of the Employee’s property.
9. Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Maryland without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
10. Nonadmission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.
11. Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
12. Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for within the Executive Employment Agreement dated April 2020, including without limitation, Section 8(c)(iii) and any arbitration, intellectual property, noncompete, restrictive covenant, non-solicitation, nondisclosure, or confidentiality agreements therein, between Employer and Employee, which shall remain in full force and effect according to their terms. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
13. Counterparts and Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.
EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.
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EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY ON WHICH EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT AND THE AGREEMENT IS NOT ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO STEPHEN ROBERTSON, EVP, GENERAL COUNSEL AT *** AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.” THE REVOCATION MUST BE POSTMARKED OR IF PERSONALLY DELIVERED RECEIVED BY STEPHEN ROBERTSON OR HIS DESIGNEE WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE EIGHTH (8th) DAY AFTER THE DATE ON WHICH YOU SIGN THIS AGREEMENT PROVIDED YOU DO NOT REVOKE YOUR SIGNATURE.
IF YOU EXECUTE THIS AGREEMENT, AND THEN CHOOSE TO REVOKE THIS AGREEMENT, YOU WILL NOT BE ENTITLED TO SEVERANCE OR COBRA PAYMENTS.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth
below:
| JOSEPH MILLER | AURINIA PHARMA U.S., INC. | ||||
________________________________________ Date:________________________________________ | By:_______________________________________ Name: Stephen Robertson Title: EVP, General Counsel and Chief Compliance Officer Date:________________________________________ | ||||
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SCHEDULE “A”
CONSULTING SERVICES
1. From March 21, 2026 to June 20, 2026 (the “Term”), Joseph Miller (“Contractor”) shall provide Employer with the following services:
Support and guidance with respect to:
- Transferring knowledge to Kevin Tang and other stakeholders
- Handover of all relevant information
- Handover of all contracts
- Other tasks as directed by Kevin Tang and/or his designate.
2. In exchange for the services set out above, Employer will pay Contractor a fee of $450 per hour, subject to a minimum aggregate fee of $16,200 for the services (the “Minimum Amount”).
3. Employer will pay the service fees within 30 days of the receipt of proper invoices, addressed to Aurinia Pharma U.S., Inc., Suite 700, 77 Upper Rock Circle, Rockville, Maryland, 20850, and sent to *** for processing. Invoices will detail the services provided for the invoice. Employer will pay the Minimum Amount within 30 days of the commencement of these services.
4. Employer hereby acknowledges and confirms that any unvested stock options that had been issued to Contractor previously will continue to vest for the Term, given Contractor’s status as a bona fide contractor under Employer’s Equity Incentive Plan.
5. Other than the above, Contractor will not be entitled to any further compensation or benefits of any kind from Employer in connection with the services.
6. During the Term, Contractor shall not use business cards mentioning his capacity as an independent contractor to Employer, shall not use Employer’s name on their stationery, and shall not otherwise advertise the fact that Contractor is engaged in a contractual relationship with Employer.
7. The Contractor will not disclose or use, at any time during the Term or subsequent to this Agreement, any secret or confidential information of Employer, its affiliates or its commercial partners that is not generally available to the public, which is created or acquired by the Contractor in the course of performing the services hereunder, including, without limitation, information about inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development plans, research, data, clinical data, financial data, safety information, investor relations, potential investors, financing arrangements, personnel data, computer programs, and customer and supplier lists (“Confidential Information”), except as required in connection with the Contractor’s performance of the services and with Employer’s prior written approval, or as required by a governmental or judicial authority.
8. Contractor hereby unconditionally and irrevocably assigns any rights, title and interest worldwide to any work product and intellectual property Contractor may generate in the course of providing the services, and agrees to provide Employer with such documentation, and to take such steps, as Employer may require to document, record, or otherwise give effect to this assignment.
9. The Contractor agrees that, during the Term, and for a period of twelve (12) months following the termination of this Agreement, for any reason, the Contractor will not, as an officer, director,
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employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Employer:
a) encourage, or participate in encouraging, any Personnel (as defined below) to terminate his, her or its relationship with Employer;
b) solicit, or participate in soliciting, any Personnel (as defined below) to terminate his, her or its relationship with Employer to render services to the Contractor or any other person or entity that engages in, or is preparing to engage in, the Competitive Industry (as defined below);
c) encourage, or participate in encouraging, any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Employer its relationship with Employer; or
d) contact or communicate with any Customer or Potential Customer (as defined below) for the purpose of offering for sale any products, services or processes relating to the Competitive Industry (as defined below);
9.1 The Parties agree that, for purposes of this Agreement:
a) “Competitive Industry” means the research, development, testing, sale and marketing of products, services and processes for the treatment of autoimmune and inflammatory diseases;
b) “Customer” means any person or entity to whom, with the Contractor’s knowledge, Employer provided products, services or processes at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement;
c) “Personnel” means any person or entity who the Contractor knew was employed or engaged as a contractor by Employer during the Term; and
d) “Potential Customer” means any person or entity who has not yet become a Customer of Employer, but who, with the Contractor’s knowledge, was contacted for the purposes of doing business with Employer or solicited by Employer at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement.
10. Contractor acknowledges that Employer recommended that they obtain independent legal advice before agreeing to these terms and that they have had the opportunity to do so.
11. These terms shall be construed and interpreted in accordance with the laws of the State of Maryland (excluding choice of law rules). Employer and Contractor hereby submit to the jurisdiction of the courts and tribunals, as applicable, in Maryland for the resolution and final settlement of any disputes arising from these terms, except insofar as courts or tribunals of other jurisdictions are requested to enforce the receiving party’s covenants herein.
12. The relationship between Contactor and Employer is non-exclusive. During the Term, the Contractor may provide services to other clients or engage in other business activities, provided that during the Term the Contractor will not, without Employer’s prior written consent, which may be withheld in
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Employer’s sole discretion, engage in any other business, profession or occupation, or become involved in any capacity, directly or indirectly, with any employer or other business, where the Contractor’s involvement conflicts or interferes with, or could reasonably conflict or interfere with at some future date, the Contract’s obligations under these terms and the performances of the services to Employer.
13. Other than as set out herein, Contractor shall not be entitled to rights or privileges applicable to employees of Employer including, but not limited to, stock option benefits, group insurance, pension plan, holidays, paid vacation and other benefits which may be available from time to time to Employer’s employees unless the Contractor and Employer have agreed in writing.
14. Contractor is an independent contractor, with control over the manner and means of the Contractor’s performance. Contractor will not purport to be acting as the legal agent of Employer, and the Contractor will not enter or purport to enter into any agreements on behalf of Employer or otherwise bind or purport to bind Employer in any respect or cause Employer to incur liability in any manner whatsoever and, except as otherwise provided herein, all actions of the Contractor other than those with respect to providing the services will be entirely on and for the Contractor’s own benefit.
15. These terms may not be assigned by either party in whole or in part without the prior written consent of the other.
16. As Contractor is an independent contractor, Contractor acknowledges and agrees that Contractor is solely responsible for all tax obligations or consequences associated with the service fees being provided hereunder. Contractor agrees that Contractor is responsible for all applicable taxes, if any, as a result of the receipt of these monies.
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Exhibit 3.5
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Aurinia Pharma U.S., Inc. (referred to throughout this Agreement as “Employer”) and Matthew “Max” Donley (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate.
1. Last Day of Employment. Employee’s last day of employment with Employer is March 20, 2026 (“Separation Date”). By signing below, Employee affirms that Employee signed this Agreement on or after the Separation Date.
2. Consideration.
(a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees:
i. to pay Employee Five Hundred Sixty Seven Thousand, Six hundred and Thirty Six Dollars ($567,636), less lawful deductions, representing 12 months of compensation at Employee’s base rate of pay, to be paid as continuing payments of severance pay on Employer’s regular payroll dates over the 12 months following the Effective Date of the Agreement;
ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the Employer on your behalf. This must be initiated by Employee within 90 days of the Effective Date; and
iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay on Employee’s behalf the premium costs for COBRA continuation coverage for medical, dental and vision insurance, for the earlier of twelve (12) months from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the payments made by Employer and all such payments must be mailed directly to the third-party administrator of COBRA. Employee must notify Employer upon commencing employment with a third party.
iv. to pay the fees set out in Schedule “A” to this Agreement in exchange for Employee’s agreement to provide the services set out in Schedule “A” to this Agreement.
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(b) A form W-2 will be issued to Employee and all relevant tax authorities in relation to the payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of the receipt of these monies in Paragraph 2.
3. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s timely execution of and non-revocation of this Agreement and the fulfillment of the promises contained herein.
4. General Release, Claims Not Released, Covenant Not To Sue and Related Provisions.
(a) General Release of All Claims and Covenant Not To Sue. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, successors, and assigns knowingly and voluntarily release and forever discharges Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following, as amended:
•Title VII of the Civil Rights Act of 1964;
•Sections 1981 through 1988 of Title 42 of the United States Code;
•The Employee Retirement Income Security Act of 1974 (“ERISA”);
•The Age Discrimination in Employment Act;
•The Internal Revenue Code of 1986;
•The Immigration Reform and Control Act;
•The Americans with Disabilities Act of 1990;
•The Worker Adjustment and Retraining Notification Act;
•The Fair Credit Reporting Act;
•The Family and Medical Leave Act;
•The Equal Pay Act;
•The Genetic Information Nondiscrimination Act of 2008;
•The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA);
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•Families First Coronavirus Response Act;
•The Pregnant Worker’s Fairness Act (“PWFA”);
•Maryland Fair Employment Practices Act (MD State Govt. Code, § 20-601 et seq.)
•Maryland Job Applicant Fairness Act (Md. Labor & Employment Code § 3-711);
•Disclosing Sexual Harassment in the Workplace Act of 2018 (Md. Labor & Employment Code § 3-715);
•Maryland Medical Information Bias Law (Md. Labor & Employment Code § 5-604);
•Maryland law protecting witnesses, jurors and victims who attend court proceedings (Md. Courts and Judicial Proceedings Code §§ 8-105, 9-205);
•Maryland law regarding use of facial recognition services during interview (Md. Labor & Employment Code § 3-717);
•Maryland Law Protecting Employees' and Applicants' Social Media Passwords (Md. Labor & Employment Code § 3-712);
•Maryland Flexible Leave Act (Md. Labor & Employment Code § 3-801 et seq.);
•Maryland Parental Leave Act (Md. Labor & Employment Code § 3-1201 et seq.);
•Maryland Health Working Families Act (Md. Labor & Employment Code § 3-1301 et seq.);
•Maryland Equal Pay Law - Md. Labor & Employment Code § 3-301 et seq.;
•Maryland “Ban-The-Box” law (Md. Labor & Employment Code § 3-1401 et seq.);
•Maryland Wage and Hour Laws (Md. Labor & Employment Code § 3-401 et seq.);
•Maryland Wage Payment and Collection Law (Md. Labor & Employment Code § 3-501 et seq.);
•Maryland Healthy Retail Employee Act (Md. Labor & Employment Code § 3-710);
•Maryland Day of Rest Law (Md. Labor & Employment Code § 3-704);
•Maryland Workplace Fraud Act (Md. Labor & Employment Code § 3-901 et seq.);
•Maryland Lie Detector Law (Md. Labor & Employment Code § 3-702);
•Maryland Military Leave Law (Md. Public Safety Code § 13-705);
•Maryland Leave Law for Family Members of Armed Services Members (Md. Labor & Employment Code § 3-803);
•Maryland Volunteer/Civil Air Patrol Law (Md. Labor & Employment Code § 3-703);
•Maryland Occupational Safety & Health Act, as amended (Md. Labor & Employment Code § 5-101 et seq.);
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•Maryland's Reasonable Accommodations for Disabilities Due to Pregnancy Law (MD State Govt. Code § 20-609 et seq.);
•Discrimination against applicants because of Psychiatric or Psychological condition (Md. Labor & Employment Code § 3-701);
•The Virginia Human Rights Act – Va. Code § 2.2-3900 et seq., any regulations thereunder, and any human rights law of any Virginia county or municipality;
•Virginia Statutory Provisions Regarding Retaliation/Discrimination for Filing a Workers’ Compensation Claim – Va. Code § 65.2-308(A) and (B);
•The Virginia Equal Pay Act – Va. Code § 40.1-28.6;
•The Virginians With Disabilities Act – Va. Code § 51.5-1 et seq.;
•Virginia AIDS Testing Law – Va. Code Ann. §32.1-36.1;
•Virginia Minimum Wage Laws – Va. Code § 40.1-28.8 et seq.;
•Virginia Wage Payment and Hour Laws, including Virginia Overtime Wage Act – Va. Code § 40.1-29 et seq.;
•Virginia Occupational Safety and Health (VOSH) Law – Va. Code § 40.1-49.3 et seq.;
•Virginia Code § 8.01-40 regarding unauthorized use of name or picture of any person;
•Virginia Code § 40.1-27 regarding preventing employment by others of former employee;
•Virginia Code § 40.1-28.7:2 regarding protection of crime victims’ employment;
•Virginia Code § 18.2-465.1 regarding protection of court witnesses’ and jurors’ employment;
•Va. Code 44-98, prohibiting interference with employment of members of Virginia National Guard, Virginia Defense Force, or naval militia;
•Va. Code sections 18.2-499 and 500 (the Virginia statutory conspiracy statutes);
•Va. Code § 8.01-413.1 (Personnel Records Law);
•Virginia statutory provisions prohibiting discrimination against employees who serve as members of a local electoral board, assistant general registrars, and officers of election –Va. Code § 24.2-119.1;
•Virginia statutory provisions prohibiting discharge based on single indebtedness – Va. Code § 34-29;
•Virginia statutory provisions regarding leave for volunteer members of Civil Air Patrol – Va. Code § 40.1-28.6;
•Virginia statutory provisions regarding prohibitions on an employer’s requiring employees to disclose usernames or passwords for social media accounts – Va. Code § 40.1-28.7:5;
•Virginia statutory provisions regarding genetic testing or genetic characteristics – Va. Code § 40.1-28.7:1;
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•Va. Code § 40.1-28.01 regarding sexual assault-related nondisclosure agreements;
•Va. Code § 40.1-28.7:7 and VA Code § 40.1-33.1 regarding independent contractor classification;
•Va. Code § 40.1-28.7:8 regarding covenants not to compete for low wage workers;
•Va. Code § 40.1-28.7:9 regarding pay transparency;
•Va. Code § 40.1-27.3 regarding whistleblower protection;
•Virginia statutory provisions regarding medicinal use of cannabis oil – Va. Code § 40.1-27.4;
•Virginia statutory provisions regarding paid sick leave – Va. Code § 40.1-33.3 et seq.;
•any other foreign, federal, state or local law, rule, regulation, or ordinance;
•any claim(s) of breach of contract, wrongful discharge, and/or defamation;
•any other public policy, contract, tort, or common law;
•any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
(b) Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Employer’s qualified retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this Agreement.
(c) Governmental Agencies. Nothing in this Agreement or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits Employee from (1) reporting possible violations of federal or other law or regulations to any governmental agency, legislative, regulatory or judicial body, or law enforcement authority (e.g., EEOC, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any such governmental entity, or (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental entity. To the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits Employee’s ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. Employee is also not required to notify or obtain permission from Employer when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity.
(d) Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Employer or any other Releasee identified in this Agreement is a party.
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(e) Harassment Claims. Nothing in this Agreement has the purpose or effect of preventing Employee from making truthful disclosures about details relating to a claim of alleged sexual assault.
5. Acknowledgement and Affirmations
(a) Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the terms of this Agreement, except to Employee’s family, tax advisor, an
attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state, or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from disclosing factual information regarding unlawful conduct.
(b) Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. By signing this Agreement, Employee agrees not to sue Employer and/or any of the Releasees for anything which has been released pursuant to the Agreement.
(c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.
(d) Employee further affirms that Employee has no known workplace injuries or occupational diseases.
(e) Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(f) Employee further affirms that Employee has not reported internally to Employer any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting any such allegations internally to Employer.
(g) Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights.
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(h) Employee acknowledges that Employee’s strict compliance with the terms of the release is a condition precedent to Employee’s right to earn the payments described in Section 2 of this Agreement. In the event Employer acquires evidence or otherwise determines in good faith that Employee has not fully complied with the terms of the release, (i) Employer will cease payment of any future installments of any severance or COBRA payments, as applicable; (ii) Employee must remit any severance already paid to Employee by Employer in excess of $1,000 (the “Unearned Severance”). In such instance, Employer will provide Employee notice that: (1) states the provisions of the release with which Employee has been found to be non-compliant; (2) summarizes the reason(s) for which Employee has been found non-compliant with the release. Employee will have thirty (30) calendar days to return the Unearned Severance to Employer. The finding of non-compliance and return of the Unearned Severance shall not affect the remaining terms of this Agreement (including the release).
6. Cooperation. Employee agrees to reasonably cooperate with Employer in regard to the transition of business matters handled by Employee during Employee’s employment with Employer and in regard to any litigation or investigation brought by or against Employer. In the event of receipt by you of a subpoena issued at the request of any private sector person or entity at any time following the Separation Date regarding any matter related to or involving Employer or its affiliates, you agree to notify Employer promptly before complying with the subpoena, so that Employer may take appropriate action to represent its interests, including moving to quash to subpoena, as long as provision of such notice does not violate any applicable law, rule or court order. If Employer seeks to prevent disclosure in accordance with applicable legal procedures and provides you with notice before the deadline for compliance with a subpoena, you shall not make any such disclosure until either such objections are withdrawn or the objections are finally adjudicated by the tribunal.
7. Non-Disparagement. Employee agrees to refrain from making statements that are disparaging or defamatory about Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, representatives, successors and assigns, and their employees, attorneys, officers, directors and agents thereof, in addition to Employer’s customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, X (Twitter), LinkedIn, or Glassdoor on blogs, by text or email or other electronic means.
8. Return of Property. Except as provided otherwise in this Agreement or by law, Employee affirms that Employee has returned, without copying or reproducing, all Employer’s property, documents, and/or any confidential information in Employee’s possession that Employee had at Employer’s premises and that Employer is not in possession of any of the Employee’s property.
9. Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Virginia without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
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10. Nonadmission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.
11. Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
12. Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for within the Executive Employment Agreement dated July 2019, any arbitration, intellectual property, noncompete, restrictive covenant, non-solicitation, nondisclosure, or confidentiality agreements therein between Employer and Employee, which shall remain in full force and effect according to their terms. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
13. Counterparts and Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.
EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.
EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY ON WHICH EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT AND THE AGREEMENT IS NOT ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO STEPHEN ROBERTSON, EVP, GENERAL COUNSEL AT *** AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.” THE REVOCATION MUST BE POSTMARKED OR IF PERSONALLY DELIVERED RECEIVED BY STEPHEN ROBERTSON OR HIS DESIGNEE WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE EIGHTH (8th) DAY AFTER THE DATE ON WHICH YOU SIGN THIS AGREEMENT PROVIDED YOU DO NOT REVOKE YOUR SIGNATURE.
IF YOU EXECUTE THIS AGREEMENT, AND THEN CHOOSE TO REVOKE ANY REVOCABLE CLAIMS PERMITTED HEREIN, YOU WILL NOT BE ENTITLED TO SEVERANCE OR COBRA PAYMENTS, AND YOU WILL INSTEAD BE ENTITLED TO RECEIVE $1,000 AS COMPLETE CONSIDERATION FOR THE RELEASE AND WAIVER OF ALL NON-REVOCABLE CLAIMS UNDER THE RELEASE AND YOUR
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OTHER OBLIGATIONS CONTAINED THEREIN (THE “ALTERNATE CONSIDERATION”). THE ALTERNATIVE CONSIDERATION WILL BE PAID TO YOU NO LATER THAN TEN (10) BUSINESS DAYS FOLLOWING THE RECEIPT OF YOUR WRITTEN NOTICE OF REVOCATION.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth
below:
| MATTHEW DONLEY | AURINIA PHARMA U.S., INC. | ||||
________________________________________ Date:________________________________________ | By:_______________________________________ Name: Stephen Robertson Title: EVP, General Counsel and Chief Compliance Officer Date:________________________________________ | ||||
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SCHEDULE “A”
CONSULTING SERVICES
1. From March 21, 2026 to June 20, 2026 (the “Term”), Matthew “Max” Donley (“Contractor”) shall provide Employer with the following services:
Support and guidance with respect to:
- Transferring knowledge to Kevin Tang and other stakeholders
- Handover of all relevant information
- Handover of all contracts
- Other tasks as directed by Kevin Tang and/or his designate.
2. In exchange for the services set out above, Employer will pay Contractor a fee of $450 per hour, subject to a minimum aggregate fee of $17,100 for the services (the “Minimum Amount”).
3. Employer will pay the service fees within 30 days of the receipt of proper invoices, addressed to Aurinia Pharma U.S., Inc., Suite 700, 77 Upper Rock Circle, Rockville, Maryland, 20850, and sent to *** for processing. Invoices will detail the services provided for the invoice. Employer will pay the Minimum Amount within 30 days of the commencement of these services.
4. Employer hereby acknowledges and confirms that any unvested stock options that had been issued to Contractor previously will continue to vest for the Term, given Contractor’s status as a bona fide contractor under Employer’s Equity Incentive Plan.
5. Other than the above, Contractor will not be entitled to any further compensation or benefits of any kind from Employer in connection with the services.
6. During the Term, Contractor shall not use business cards mentioning his capacity as an independent contractor to Employer, shall not use Employer’s name on their stationery, and shall not otherwise advertise the fact that Contractor is engaged in a contractual relationship with Employer.
7. The Contractor will not disclose or use, at any time during the Term or subsequent to this Agreement, any secret or confidential information of Employer, its affiliates or its commercial partners that is not generally available to the public, which is created or acquired by the Contractor in the course of performing the services hereunder, including, without limitation, information about inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development plans, research, data, clinical data, financial data, safety information, investor relations, potential investors, financing arrangements, personnel data, computer programs, and customer and supplier lists (“Confidential Information”), except as required in connection with the Contractor’s performance of the services and with Employer’s prior written approval, or as required by a governmental or judicial authority.
8. Contractor hereby unconditionally and irrevocably assigns any rights, title and interest worldwide to any work product and intellectual property Contractor may generate in the course of providing the services, and agrees to provide Employer with such documentation, and to take such steps, as Employer may require to document, record, or otherwise give effect to this assignment.
9. The Contractor agrees that, during the Term, and for a period of twelve (12) months following the termination of this Agreement, for any reason, the Contractor will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Employer:
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a) encourage, or participate in encouraging, any Personnel (as defined below) to terminate his, her or its relationship with Employer;
b) solicit, or participate in soliciting, any Personnel (as defined below) to terminate his, her or its relationship with Employer to render services to the Contractor or any other person or entity that engages in, or is preparing to engage in, the Competitive Industry (as defined below);
c) encourage, or participate in encouraging, any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Employer its relationship with Employer; or
d) contact or communicate with any Customer or Potential Customer (as defined below) for the purpose of offering for sale any products, services or processes relating to the Competitive Industry (as defined below);
9.1 The Parties agree that, for purposes of this Agreement:
a) “Competitive Industry” means the research, development, testing, sale and marketing of products, services and processes for the treatment of autoimmune and inflammatory diseases;
b) “Customer” means any person or entity to whom, with the Contractor’s knowledge, Employer provided products, services or processes at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement;
c) “Personnel” means any person or entity who the Contractor knew was employed or engaged as a contractor by Employer during the Term; and
d) “Potential Customer” means any person or entity who has not yet become a Customer of Employer, but who, with the Contractor’s knowledge, was contacted for the purposes of doing business with Employer or solicited by Employer at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement.
10. Contractor acknowledges that Employer recommended that they obtain independent legal advice before agreeing to these terms and that they have had the opportunity to do so.
11. These terms shall be construed and interpreted in accordance with the laws of the State of Virginia (excluding choice of law rules). Employer and Contractor hereby submit to the jurisdiction of the courts and tribunals, as applicable, in Virginia for the resolution and final settlement of any disputes arising from these terms, except insofar as courts or tribunals of other jurisdictions are requested to enforce the receiving party’s covenants herein.
12. The relationship between Contactor and Employer is non-exclusive. During the Term, the Contractor may provide services to other clients or engage in other business activities, provided that during the Term the Contractor will not, without Employer’s prior written consent, which may be withheld in Employer’s sole discretion, engage in any other business, profession or occupation, or become involved in any capacity, directly or indirectly, with any employer or other business, where the Contractor’s involvement conflicts or interferes with, or could reasonably conflict or interfere with at some future date, the Contract’s obligations under these terms and the performances of the services to Employer.
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13. Other than as set out herein, Contractor shall not be entitled to rights or privileges applicable to employees of Employer including, but not limited to, stock option benefits, group insurance, pension plan, holidays, paid vacation and other benefits which may be available from time to time to Employer’s employees unless the Contractor and Employer have agreed in writing.
14. Contractor is an independent contractor, with control over the manner and means of the Contractor’s performance. Contractor will not purport to be acting as the legal agent of Employer, and the Contractor will not enter or purport to enter into any agreements on behalf of Employer or otherwise bind or purport to bind Employer in any respect or cause Employer to incur liability in any manner whatsoever and, except as otherwise provided herein, all actions of the Contractor other than those with respect to providing the services will be entirely on and for the Contractor’s own benefit.
15. These terms may not be assigned by either party in whole or in part without the prior written consent of the other.
16. As Contractor is an independent contractor, Contractor acknowledges and agrees that Contractor is solely responsible for all tax obligations or consequences associated with the service fees being provided hereunder. Contractor agrees that Contractor is responsible for all applicable taxes, if any, as a result of the receipt of these monies.
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Exhibit 3.6
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is entered into by and between Aurinia Pharma U.S., Inc. (referred to throughout this Agreement as “Employer”) and Dr. Greg Keenan (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate.
1. Last Day of Employment. Employee’s last day of employment with Employer is March 20, 2026 (“Separation Date”). By signing below, Employee affirms that Employee signed this Agreement on or after the Separation Date.
2. Consideration.
(a) In consideration for Employee timely signing and not timely revoking this Agreement and complying with its terms Employer agrees:
i. to pay Employee Five Hundred Sixteen Thousand, Two Hundred and Thirty Four ($516,234), less lawful deductions, representing 12 months of compensation at Employee’s base rate of pay on the next payroll period within ten (10) days following the Effective Date of the Agreement ;
ii. to provide Employee with outplacement services for 12 months through LHH Programs paid by the Employer on your behalf. This must be initiated by Employee within 90 days of the Effective Date; and
iii. assuming Employee’s proper election of and eligibility for COBRA coverage, Employer shall pay on Employee’s behalf the premium costs for COBRA continuation coverage for medical, dental and vision insurance, for the earlier of twelve (12) months from the Separation Date or when the Employee commences employment with a third party. Nothing herein shall affect Employer’s ability to modify, terminate or otherwise change any benefit plan it has in effect at any given time, to the extent permitted by law, and such changes shall be effective immediately, including any changes to the employee share of the premium. Employee will be responsible for paying the total cost of continuing insurance coverage under COBRA before and after the payments made by Employer and all such payments must be mailed directly to the third-party administrator of COBRA. Employee must notify Employer upon commencing employment with a third party.
iv. to pay the fees set out in Schedule “A” to this Agreement in exchange for Employee’s agreement to provide the services set out in Schedule “A” to this Agreement.
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(b) A form W-2 will be issued to Employee and all relevant tax authorities in relation to the payments. Apart from the mandatory withholding which Employer is required to take, Employee acknowledges and agrees that Employee is solely responsible for all tax obligations or consequences associated with the Severance Payment being provided hereunder. Employee agrees that Employee is responsible for all applicable taxes, if any, as a result of the receipt of these monies in Paragraph 2.
3. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s timely execution of and non-revocation of this Agreement and the fulfillment of the promises contained herein.
4. General Release, Claims Not Released, Covenant Not To Sue and Related Provisions.
(a) General Release of All Claims and Covenant Not To Sue. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, successors, and assigns knowingly and voluntarily release and forever discharges Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following, as amended:
•Title VII of the Civil Rights Act of 1964;
•Sections 1981 through 1988 of Title 42 of the United States Code;
•The Employee Retirement Income Security Act of 1974 (“ERISA”);
•The Age Discrimination in Employment Act;
•The Internal Revenue Code of 1986;
•The Immigration Reform and Control Act;
•The Americans with Disabilities Act of 1990;
•The Worker Adjustment and Retraining Notification Act;
•The Fair Credit Reporting Act;
•The Family and Medical Leave Act;
•The Equal Pay Act;
•The Genetic Information Nondiscrimination Act of 2008;
•The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA);
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•Families First Coronavirus Response Act;
•The Pregnant Worker’s Fairness Act (“PWFA”);
•Maryland Fair Employment Practices Act (MD State Govt. Code, § 20-601 et seq.);
•Maryland Job Applicant Fairness Act (Md. Labor & Employment Code § 3-711);
•Disclosing Sexual Harassment in the Workplace Act of 2018 (Md. Labor & Employment Code § 3-715);
•Maryland Medical Information Bias Law (Md. Labor & Employment Code § 5-604);
•Maryland law protecting witnesses, jurors and victims who attend court proceedings (Md. Courts and Judicial Proceedings Code §§ 8-105, 9-205);
•Maryland law regarding use of facial recognition services during interview (Md. Labor & Employment Code § 3-717);
•Maryland Law Protecting Employees' and Applicants' Social Media Passwords (Md. Labor & Employment Code § 3-712);
•Maryland Flexible Leave Act (Md. Labor & Employment Code § 3-801 et seq.);
•Maryland Parental Leave Act (Md. Labor & Employment Code § 3-1201 et seq.);
•Maryland Health Working Families Act (Md. Labor & Employment Code § 3-1301 et seq.);
•Maryland Equal Pay Law - Md. Labor & Employment Code § 3-301 et seq.;
•Maryland “Ban-The-Box” law (Md. Labor & Employment Code § 3-1401 et seq.);
•Maryland Wage and Hour Laws (Md. Labor & Employment Code § 3-401 et seq.);
•Maryland Wage Payment and Collection Law (Md. Labor & Employment Code § 3-501 et seq.);
•Maryland Healthy Retail Employee Act (Md. Labor & Employment Code § 3-710);
•Maryland Day of Rest Law (Md. Labor & Employment Code § 3-704);
•Maryland Workplace Fraud Act (Md. Labor & Employment Code § 3-901 et seq.);
•Maryland Lie Detector Law (Md. Labor & Employment Code § 3-702);
•Maryland Military Leave Law (Md. Public Safety Code § 13-705);
•Maryland Leave Law for Family Members of Armed Services Members (Md. Labor & Employment Code § 3-803);
•Maryland Volunteer/Civil Air Patrol Law (Md. Labor & Employment Code § 3-703);
•Maryland Occupational Safety & Health Act, as amended (Md. Labor & Employment Code § 5-101 et seq.);
•Maryland's Reasonable Accommodations for Disabilities Due to Pregnancy Law (MD State Govt. Code § 20-609 et seq.);
•Discrimination against applicants because of Psychiatric or Psychological condition (Md. Labor & Employment Code § 3-701);
• The Massachusetts Law Against Discrimination, G.L. c. 151B, as amended;
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•The Massachusetts Equal Rights Act, G.L. c. 93, as amended;
•The Massachusetts Civil Rights Act, G.L. c. 12, as amended;
•The Massachusetts Privacy Statute, G.L. c. 214, § 1B, as amended;
•The Massachusetts Sexual Harassment Statute, G.L. c. 214, § 1C;
• The Massachusetts Wage Payment Statute, G.L. c. 149, §§ 148, 148A, 148B, 148C, 149, 150, 150A-150C, 151, 152, 152A, et seq.;
•The Massachusetts Wage and Hour laws, G.L. c. 151§1A et seq.;
•The Massachusetts Fair Employment Practices Act., G.L. c. 151B;
•The Massachusetts Workers' Compensation Act, G.L. c. 152, § 75B;
•The Massachusetts Small Necessities Act, G.L. c. 149, § 52D;
• The Massachusetts Equal Pay Act, G.L. c. 149, § 105A-C;
•The Massachusetts Equal Rights for the Elderly and Disabled, G.L. c. 93, § 103;
•The Massachusetts AIDS Testing statute, G.L. c. 111, §70F;
• The Massachusetts Consumer Protection Act, G.L. c. 93A;
•Massachusetts Employment Leave for Victims and Family Members of Abuse, G.L. c. 149, §52E, as amended;
• The Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C;
•The Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq.
• Massachusetts Parental Leave Act, G.L. c. 149, § 105D;
• Massachusetts Age Discrimination Law, G.L. c. 149 §24 A et seq.;
•any other foreign, federal, state or local law, rule, regulation, or ordinance;
•any claim(s) of breach of contract, wrongful discharge, and/or defamation;
•any other public policy, contract, tort, or common law;
•any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters.
FOR THE AVOIDANCE OF DOUBT, THIS GENERAL RELEASE IS INTENDED TO RELEASE ANY AND ALL CLAIMS EMPLOYEE MAY HAVE UNDER THE MASSACHUSETTS WAGE ACT AND IS INTENDED TO RESOLVE ANY AND ALL DISPUTES RELATED TO WAGES, COMMISSIONS, BONUSES OR OTHER COMPENSATION OF ANY KIND.
(b) Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own vested or accrued employee benefits under Employer’s qualified retirement benefit plans as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment
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compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; and (iv) enforce this Agreement.
(c) Governmental Agencies. Nothing in this Agreement or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits Employee from (1) reporting possible violations of federal or other law or regulations to any governmental agency, legislative, regulatory or judicial body, or law enforcement authority (e.g., EEOC, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any such governmental entity, or (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental entity. To the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits Employee’s ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. Employee is also not required to notify or obtain permission from Employer when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity.
(d) Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Employer or any other Releasee identified in this Agreement is a party.
5. Acknowledgement and Affirmations
(a) Employee confirms that prior to the execution of this Agreement, Employee has not revealed its terms to any third parties. Employee agrees not to disclose any information regarding the terms of this Agreement, except to Employee’s family, tax advisor, an
attorney with whom Employee chooses to consult regarding Employee’s consideration of this Agreement and/or to any federal, state, or local government agency. Nothing in this Agreement has the purpose or effect of preventing Employee from disclosing factual information regarding unlawful conduct.
(b) Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. By signing this Agreement, Employee agrees not to sue Employer and/or any of the Releasees for anything which has been released pursuant to the Agreement.
(c) Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.
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(d) Employee further affirms that Employee has no known workplace injuries or occupational diseases.
(e) Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
(f) Employee further affirms that Employee has not reported internally to Employer any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting any such allegations internally to Employer.
(g) Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights.
(h) Employee acknowledges that Employee’s strict compliance with the terms of the release is a condition precedent to Employee’s right to earn the payments described in Section 2 of this Agreement. In the event Employer acquires evidence or otherwise determines in good faith that Employee has not fully complied with the terms of the release, (i) Employer will cease payment of any future installments of any severance or COBRA payments, as applicable; (ii) Employee must remit any severance already paid to Employee by Employer in excess of $1,000 (the “Unearned Severance”). In such instance, Employer will provide Employee notice that: (1) states the provisions of the release with which Employee has been found to be non-compliant; (2) summarizes the reason(s) for which Employee has been found non-compliant with the release. Employee will have thirty (30) calendar days to return the Unearned Severance to Employer. The finding of non-compliance and return of the Unearned Severance shall not affect the remaining terms of this Agreement (including the release).
6. Cooperation. Employee agrees to reasonably cooperate with Employer in regard to the transition of business matters handled by Employee during Employee’s employment with Employer and in regard to any litigation or investigation brought by or against Employer. In the event of receipt by you of a subpoena issued at the request of any private sector person or entity at any time following the Separation Date regarding any matter related to or involving Employer or its affiliates, you agree to notify Employer promptly before complying with the subpoena, so that Employer may take appropriate action to represent its interests, including moving to quash to subpoena, as long as provision of such notice does not violate any applicable law, rule or court order. If Employer seeks to prevent disclosure in accordance with applicable legal procedures and provides you with notice before the deadline for
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compliance with a subpoena, you shall not make any such disclosure until either such objections are withdrawn or the objections are finally adjudicated by the tribunal.
7. Non-Disparagement. Employee agrees to refrain from making statements that are disparaging or defamatory about Employer, its direct and indirect parent corporations, affiliates (including Tang Capital Management LLC and its affiliates), subsidiaries, divisions, predecessors, representatives, successors and assigns, and their employees, attorneys, officers, directors and agents thereof, in addition to Employer’s customers, suppliers, or vendors, including but not limited to communications on social media websites such as Facebook, X (Twitter), LinkedIn, or Glassdoor on blogs, by text or email or other electronic means.
8. Return of Property. Except as provided otherwise in this Agreement or by law, Employee affirms that Employee has returned, without copying or reproducing, all Employer’s property, documents, and/or any confidential information in Employee’s possession that Employee had at Employer’s premises and that Employer is not in possession of any of the Employee’s property.
9. Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the State of Massachusetts without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.
10. Nonadmission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.
11. Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.
12. Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between the Parties, except for any arbitration, intellectual property, noncompete, restrictive covenant, non-solicitation, nondisclosure, or confidentiality agreements therein between Employer and Employee, which shall remain in full force and effect according to their terms. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement.
13. Counterparts and Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.
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EMPLOYEE IS ADVISED THAT EMPLOYEE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.
EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR DAYS FOLLOWING THE DAY ON WHICH EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT AND THE AGREEMENT IS NOT ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO STEPHEN ROBERTSON, EVP, GENERAL COUNSEL AT *** AND STATE, “I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE.” THE REVOCATION MUST BE POSTMARKED OR IF PERSONALLY DELIVERED RECEIVED BY STEPHEN ROBERTSON OR HIS DESIGNEE WITHIN SEVEN (7) CALENDAR DAYS AFTER EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT. THE EFFECTIVE DATE OF THIS AGREEMENT IS THE EIGHTH (8th) DAY AFTER THE DATE ON WHICH YOU SIGN THIS AGREEMENT PROVIDED YOU DO NOT REVOKE YOUR SIGNATURE.
IF YOU EXECUTE THIS AGREEMENT, AND THEN CHOOSE TO REVOKE ANY REVOCABLE CLAIMS PERMITTED HEREIN, YOU WILL NOT BE ENTITLED TO SEVERANCE OR COBRA PAYMENTS, AND YOU WILL INSTEAD BE ENTITLED TO RECEIVE $1,000 AS COMPLETE CONSIDERATION FOR THE RELEASE AND WAIVER OF ALL NON-REVOCABLE CLAIMS UNDER THE RELEASE AND YOUR OTHER OBLIGATIONS CONTAINED THEREIN (THE “ALTERNATE CONSIDERATION”). THE ALTERNATIVE CONSIDERATION WILL BE PAID TO YOU NO LATER THAN TEN (10) BUSINESS DAYS FOLLOWING THE RECEIPT OF YOUR WRITTEN NOTICE OF REVOCATION.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO TWENTY ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE HAS OR MIGHT HAVE AGAINST RELEASEES.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth
below:
| DR. GREG KEENAN | AURINIA PHARMA U.S., INC. | ||||
________________________________________ Date:________________________________________ | By:_______________________________________ Name: Stephen Robertson Title: EVP, General Counsel and Chief Compliance Officer Date:________________________________________ | ||||
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SCHEDULE “A”
CONSULTING SERVICES
1. From March 21, 2026 to June 20, 2026 (the “Term”), Dr. Greg Keenan (“Contractor”) shall provide Employer with the following services:
Support and guidance with respect to:
- Transferring knowledge to Kevin Tang and other stakeholders
- Handover of all relevant information
- Handover of all contracts
- Other tasks as directed by Kevin Tang and/or his designate.
2. In exchange for the services set out above, Employer will pay Contractor a fee of $450 per hour, subject to a minimum aggregate fee of $15,750 for the services (the “Minimum Amount”).
3. Employer will pay the service fees within 30 days of the receipt of proper invoices, addressed to Aurinia Pharma U.S., Inc., Suite 700, 77 Upper Rock Circle, Rockville, Maryland, 20850, and sent to *** for processing. Invoices will detail the services provided for the invoice. Employer will pay the Minimum Amount within 30 days of the commencement of these services.
4. Employer hereby acknowledges and confirms that any unvested stock options that had been issued to Contractor previously will continue to vest for the Term, given Contractor’s status as a bona fide contractor under Employer’s Equity Incentive Plan.
5. Other than the above, Contractor will not be entitled to any further compensation or benefits of any kind from Employer in connection with the services.
6. During the Term, Contractor shall not use business cards mentioning his capacity as an independent contractor to Employer, shall not use Employer’s name on their stationery, and shall not otherwise advertise the fact that Contractor is engaged in a contractual relationship with Employer.
7. The Contractor will not disclose or use, at any time during the Term or subsequent to this Agreement, any secret or confidential information of Employer, its affiliates or its commercial partners that is not generally available to the public, which is created or acquired by the Contractor in the course of performing the services hereunder, including, without limitation, information about inventions, products, processes, methods, techniques, formulas, compositions, compounds, projects, development plans, research, data, clinical data, financial data, safety information, investor relations, potential investors, financing arrangements, personnel data, computer programs, and customer and supplier lists (“Confidential Information”), except as required in connection with the Contractor’s performance of the services and with Employer’s prior written approval, or as required by a governmental or judicial authority.
8. Contractor hereby unconditionally and irrevocably assigns any rights, title and interest worldwide to any work product and intellectual property Contractor may generate in the course of providing the services, and agrees to provide Employer with such documentation, and to take such steps, as Employer may require to document, record, or otherwise give effect to this assignment.
9. The Contractor agrees that, during the Term, and for a period of twelve (12) months following the termination of this Agreement, for any reason, the Contractor will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of Employer:
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a) encourage, or participate in encouraging, any Personnel (as defined below) to terminate his, her or its relationship with Employer;
b) solicit, or participate in soliciting, any Personnel (as defined below) to terminate his, her or its relationship with Employer to render services to the Contractor or any other person or entity that engages in, or is preparing to engage in, the Competitive Industry (as defined below);
c) encourage, or participate in encouraging, any Customer or Potential Customer (as defined below), to terminate, diminish, or materially alter in a manner harmful to Employer its relationship with Employer; or
d) contact or communicate with any Customer or Potential Customer (as defined below) for the purpose of offering for sale any products, services or processes relating to the Competitive Industry (as defined below);
9.1 The Parties agree that, for purposes of this Agreement:
a) “Competitive Industry” means the research, development, testing, sale and marketing of products, services and processes for the treatment of autoimmune and inflammatory diseases;
b) “Customer” means any person or entity to whom, with the Contractor’s knowledge, Employer provided products, services or processes at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement;
c) “Personnel” means any person or entity who the Contractor knew was employed or engaged as a contractor by Employer during the Term; and
d) “Potential Customer” means any person or entity who has not yet become a Customer of Employer, but who, with the Contractor’s knowledge, was contacted for the purposes of doing business with Employer or solicited by Employer at any time during the Term of this Agreement or, in the event of termination of this Agreement, in the twelve (12) months preceding the date of termination of this Agreement.
10. Contractor acknowledges that Employer recommended that they obtain independent legal advice before agreeing to these terms and that they have had the opportunity to do so.
11. These terms shall be construed and interpreted in accordance with the laws of the State of Massachusetts (excluding choice of law rules). Employer and Contractor hereby submit to the jurisdiction of the courts and tribunals, as applicable, in Massachusetts for the resolution and final settlement of any disputes arising from these terms, except insofar as courts or tribunals of other jurisdictions are requested to enforce the receiving party’s covenants herein.
12. The relationship between Contactor and Employer is non-exclusive. During the Term, the Contractor may provide services to other clients or engage in other business activities, provided that during the Term the Contractor will not, without Employer’s prior written consent, which may be withheld in Employer’s sole discretion, engage in any other business, profession or occupation, or become
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involved in any capacity, directly or indirectly, with any employer or other business, where the Contractor’s involvement conflicts or interferes with, or could reasonably conflict or interfere with at some future date, the Contract’s obligations under these terms and the performances of the services to Employer.
13. Other than as set out herein, Contractor shall not be entitled to rights or privileges applicable to employees of Employer including, but not limited to, stock option benefits, group insurance, pension plan, holidays, paid vacation and other benefits which may be available from time to time to Employer’s employees unless the Contractor and Employer have agreed in writing.
14. Contractor is an independent contractor, with control over the manner and means of the Contractor’s performance. Contractor will not purport to be acting as the legal agent of Employer, and the Contractor will not enter or purport to enter into any agreements on behalf of Employer or otherwise bind or purport to bind Employer in any respect or cause Employer to incur liability in any manner whatsoever and, except as otherwise provided herein, all actions of the Contractor other than those with respect to providing the services will be entirely on and for the Contractor’s own benefit.
15. These terms may not be assigned by either party in whole or in part without the prior written consent of the other.
16. As Contractor is an independent contractor, Contractor acknowledges and agrees that Contractor is solely responsible for all tax obligations or consequences associated with the service fees being provided hereunder. Contractor agrees that Contractor is responsible for all applicable taxes, if any, as a result of the receipt of these monies.
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Exhibit 3.7
AURINIA PHARMACEUTICALS INC.
(the “Company”)
EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED AS OF APRIL 7, 2026
(the “Company”)
EQUITY INCENTIVE PLAN
AS AMENDED AND RESTATED AS OF APRIL 7, 2026
Article 1
PURPOSE AND INTERPRETATION
PURPOSE AND INTERPRETATION
Purpose
1.1 The purpose of the Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the rules and policies of any applicable stock exchange on which the securities of the Company are listed or quoted for trading and any inconsistencies between this Plan and the rules and policies of such exchanges, whether due to inadvertence or changes in such rules or policies, will be resolved in favor of the latter.
Definitions
1.2 In this Plan:
“Actively Engaged”, in reference to a certain date, means that the Service Provider is engaged by the Company (including being on vacation or being on a statutory or other leave authorized by the Company) on the applicable date. Except to the minimum extent, if any, required by applicable employment standards legislation, “Actively Engaged” does not include:
(a) any period following the date the Service Provider, if a Director or Officer, ceases to be a Director or Officer upon termination of office or, if an Employee or other Service Provider, ceases to be employed or engaged by the Company upon termination of employment or service, for any reason (whether voluntary or involuntary, and whether with or without just cause, and regardless of whether the termination is lawful or unlawful);
(b) any period in relation to which the Company provides pay in lieu of notice in respect of such termination of office, employment or service; or
any period in relation to which the Company fails to give notice that ought to have been given pursuant to any agreement between the Company and the Service Provider or pursuant to any applicable law, including the common law or civil law, as applicable, in respect of such termination of office, employment or service, and in relation to which damages may be awarded, including for the failure to provide such notice.
“Affiliate” has the meaning assigned by the Securities Act;
“Award” means any Option, Restricted Stock, Restricted Stock Unit, Performance stock unit or Dividend Equivalent Right granted under this Plan;
“Award Commitment” means any written agreement, contract or other instrument or document evidencing any Award granted under this Plan. Each Award Commitment shall be subject to the applicable terms and conditions of this Plan and any other terms and conditions (not inconsistent with this Plan) determined by the Board;
“Award Shares” means Common Shares that may be issued in the future to a Service Provider in connection with the grant, vesting or settlement of or upon the exercise of an Award;
“Black-out Period” means the period during which the relevant Recipient is prohibited from exercising an Award due to trading restrictions imposed by the Company in accordance with its securities trading policies governing trades in the Company’s securities;
“Board” means the board of directors of the Company (the “Company Board”) or any committee thereof duly empowered or authorized to grant Awards under this Plan, or any Person to whom the board of directors or empowered or authorized committee thereof delegates such authority;
“Business Day” means a day that the NASDAQ Stock Market LLC (or such other exchange on which the highest volume of the Company’s securities are traded) is open for trading;
“Change in Control” means any of the following transactions, provided, however, that the Board shall determine under parts (iv) and (v) whether multiple transactions are related, and its determination shall be final, binding and conclusive:
(i) consummation of a merger or consolidation in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated;
(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company;
(iii) the complete liquidation or dissolution of the Company;
(iv) any reverse merger or series of related transactions culminating in a reverse merger (including, but not limited to, a tender offer followed by a reverse merger) in which the Company is the surviving entity but (A) the Common Shares outstanding immediately prior to such merger are converted or exchanged by virtue of the merger into other property, whether in the form of securities, cash or otherwise, or (B) in which securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities are transferred to a person or persons different from those who held such securities immediately prior to such merger or the initial transaction culminating in such merger, but excluding any such transaction or series of related transactions that the Board determines shall not be a Change in Control;
(v) acquisition in a single or series of related transactions by any person or related group of persons (other than the Company or by a Company-sponsored employee benefit plan) of beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities but excluding any such transaction or series of related transactions that the Board determines shall not be a Change in Control;
(vi) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by the Company or by a Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which a majority of the Continuing Directors who are not Exchange Act Affiliates or Exchange Act Associates of the offeror do not recommend such shareholders accept; or
(vii) a change in the composition of the Company Board over a period of twelve (12) months or less such that a majority of the Company Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Company Board membership, to be comprised of individuals who are Continuing Directors.
For the purpose of this Plan, “Continuing Directors” means members of the Company Board who either (i) have been Company Board members continuously for a period of at least twelve (12) months or (ii) have been Company Board members for less than twelve (12) months and were elected or nominated for election as Board members by at least a majority of the Company Board members described in clause (i) who were still in office at the time such election or nomination was approved by the Company Board. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exchange Act Affiliate” and “Exchange Act Associate” shall have the respective meanings ascribed to “Affiliate” and “Associate” in Rule 12b-2 promulgated under the Exchange Act.
“Code” means the United States Internal Revenue Code of 1986, as amended.
“Common Shares” means common shares in the capital of the Company;
“Company” means Aurinia Pharmaceuticals Inc. or any successor thereto, and includes an Affiliate;
“Consultant” means an individual or a consultant Company, other than an Employee, Officer or Director who:
(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Company, other than services provided in relation to a Distribution;
(ii) provides the services under a written contract between the Company and the individual or the Consultant Company;
(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company; and
(iv) has a relationship with the Company that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Company;
“Consultant Company” means for an individual Consultant, a company or partnership of which the individual is an employee, shareholder or partner;
“Continuously Employed” shall mean the absence of any interruption or termination of service. Continuous Employment with the Company shall not be considered interrupted in the case of the sick leave, military leave or any other leave of absence approved by the Company or protected under applicable law or in the case of transfers between location of the Company; provided that the individual continues to be an Employee of the Company;
“Directors” means the directors of the Company as may be elected or appointed from time to time;
“Disability” shall mean any physical, mental or other health condition which results in it being impossible for the Recipient to perform his or her assigned duties for the reasonably foreseeable future, such that his or her employment or engagement has been frustrated. For purposes of Incentive Stock Options, “Disability” shall mean a “permanent and total disability” within the meaning of Section 22(e)(3) of the Code. The Board shall determine whether a Recipient has incurred a Disability on the basis of medical evidence acceptable to the Board. Upon making a determination of Disability, the Board shall, for the purposes of the Plan, determine the date of the Recipient’s termination of office, employment or service;
“Distribution” has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;
“Dividend Equivalent Right” means a right, granted to a Participant pursuant to this Plan, to receive cash, Common Shares, other Awards or other property equal in value to dividends or other periodic payments paid or made with respect to a specified number of Common Shares.
“Employee” means:
(i) an individual who is considered an employee of the Company or its Affiliates under the Income Tax Act (Canada) (i.e. for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source) or the tax legislation of another jurisdiction in which the Company or its Affiliates may do business (including the Code);
(ii) an individual who works full-time for the Company (or one of its Affiliates) providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or
(iii) an individual who works for the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source,
and may include an Officer;
“Exercise Price” means the amount payable per Common Share on the exercise of an Award, if applicable, as determined in accordance with the terms hereof;
“Expiry Date” means the day on which an Award lapses as specified in the Award Commitment therefor or in accordance with the terms of this Plan;
“Grant Date” for an Award means the date of grant thereof by the Board;
“Incentive Stock Option” or “ISO” means a stock option that is intended to be, and qualifies as, an incentive stock option within the meaning of Section 422 of the Code.
“Insider” means an insider as defined in the Securities Act;
“Investor Relations Activities” means generally any activities or communications that can reasonably be seen to be intended to or be primarily intended to promote the merits or awareness of or the purchase or sale of securities of the Company;
“Management Company Employee” means an individual employed by another individual or a corporation providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a corporation or individual engaged primarily in Investor Relations Activities;
“Market Price” means:
(i) the closing trading price for the Common Shares on the stock exchange on which the majority of the Company’s common shares traded on the day immediately prior to the date of determination (which may be denominated in either Canadian or US dollars, based on the applicable exchange rate on the day immediately
prior to the date of determination) provided however that the determination date in respect of Options granted to Canadian residents shall be the Grant Date of such Options; or
(ii) if the Common Shares are not listed on a stock exchange, then the trading price determined by the Board using good faith discretion;
“Nonstatutory Stock Option” or “NSO” means a stock option does not qualify as an Incentive Stock Option.
“Officer” means a duly appointed senior officer of the Company;
“Option” means an Option granted pursuant to Section 3.1 hereof;
“Performance stock unit” means a Performance stock unit granted pursuant to Section 3.4 hereof;
“Recipient” means the recipient of an Award hereunder;
“Outstanding Shares” means at the relevant time, the number of outstanding Common Shares of the Company from time to time;
“Participant” means a Service Provider that becomes a Recipient;
“Person” means a company or an individual;
“Plan” means this Equity Incentive Plan, the terms of which are set out herein or as may be amended;
“Plan Shares” means the total number of Common Shares which may be reserved for issuance as Award Shares under the Plan as provided in Section 2.2;
“Regulatory Approval” means the approval of any securities regulatory authority (including, if applicable, any stock exchange on which the securities of the Company may be listed or quoted for trading) that may have lawful jurisdiction over the Plan and any Awards issued hereunder;
“Restricted Stock” means Restricted Stock granted pursuant to Section 3.2 hereof;
“Restricted Stock Unit” means a Restricted Stock Unit granted pursuant to Section 3.3 hereof; “Securities Act” means the Securities Act, R.S.A. 2000, c. S-4, as amended from time to time;
“Service Provider” means an individual who is a bona fide Director, Officer, Employee, Management Company Employee or Consultant, and also includes a company of which 100% of the share capital is beneficially owned by one or more individual Service Providers;
“Share Compensation Arrangement” means any Award under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;
“Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders at a duly constituted shareholders’ meeting; and
“U.S. Participant” means a Participant that is resident in or a citizen of the United States of America.
Article 2
EQUITY INCENTIVE PLAN
EQUITY INCENTIVE PLAN
Establishment of Equity Incentive Plan
2.1 There is hereby established an equity incentive plan to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company.
Maximum Plan Shares
2.2 Subject to the provisions of Section 3.12 below, the maximum aggregate number of Plan Shares which may be issued pursuant to all Awards (including Incentive Stock Options) following the 2025 annual general meeting of Shareholders of the
Company is 20,836,773 Common Shares (inclusive of the number of Common Shares subject to outstanding Awards as of April 12, 2025). The Plan Shares may be authorized, but unissued, or reacquired Common Shares.
2.3 Unless otherwise determined in the discretion of the Board, the number of Plan Shares that may be reserved for issuance under the Plan to any one Recipient will not exceed 5% of the Outstanding Shares on a non-diluted basis, less any Common Shares reserved for issuance to such Recipient under Share Compensation Arrangements other than this Plan.
Eligibility
2.4 Awards may be granted hereunder to Service Providers from time to time by the Board. Service Providers that are corporate entities will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its shares, nor issue more of its shares so as to indirectly transfer the benefits of an Award, as long as such Award remains outstanding, unless the written permission of the Company is obtained.
Awards Granted Under the Plan
2.5 All Awards granted under the Plan will be evidenced by an Award Commitment, showing the number of Award Shares, the term of the Award, a reference to vesting terms, if any, and the Exercise Price, if applicable, or otherwise modified in respect of the terms of the specific Award as necessary.
2.6 Subject to specific variations approved in accordance with this Plan, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Award Commitment made hereunder.
Awards Not Settled
2.7 Except as set out below, any Plan Shares covered by an Award (or portion of an Award) which is forfeited, canceled or expires (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of Plan Shares which may be issued under the Plan. Shares that actually have been issued under the Plan pursuant to an Award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested Shares are forfeited or repurchased by the Company, such Shares shall become available for future grant under the Plan. Notwithstanding anything to the contrary in this Plan, the number of Common Shares (i) tendered or withheld or subject to an Award surrendered in connection with the purchase of Common Shares upon exercise of an Option, (ii) deducted or delivered from payment of an Award in connection with the Company’s tax withholding obligations, or (iii) purchased by the Company with proceeds from Option exercises will be deemed to have been issued and will not increase the number of Plan Shares available for issuance under the Plan.
Administration of Plan
2.8 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder.
2.9 Without limiting the generality of the foregoing, but subject to the provisions of this Plan, the Board has the power to:
(a) determine the Service Providers to whom Awards are to be granted, to grant such Awards, and, subject to the other terms of this Plan, to determine any terms and conditions, limitations and restrictions in respect of any particular grant of Award;
(b) allot Common Shares for issuance in connection with the exercise vesting or other settlement of Awards; and
(c) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do.
Regulatory Approval
2.10 This Plan will be subject to the approval of any regulatory authority whose approval is required. Any Awards granted under this Plan prior to such approvals being given will be conditional upon such approvals being given, and no such Awards may be exercised unless and until such approvals are given.
Compliance with Legislation
2.11 The Company will not be required to issue any Common Shares under the Plan unless such issuance is in compliance with all applicable laws, regulations, rules, orders of governmental or regulatory authorities and the requirements of any stock exchange upon which Common Shares of the Company are listed. The Company will not in any event be obligated to take any action to comply with any such laws, regulations, rules, orders or requirements.
Minimum Vesting
2.12 Notwithstanding any other provision of the Plan to the contrary, any Award granted under the Plan following the 2021 annual general meeting of shareholders of the Company shall vest no earlier than the first anniversary of the Grant Date of such Award; provided, that the following Awards shall not be subject to the foregoing minimum vesting requirement: (a) Common Shares delivered in lieu of fully vested cash obligations, and (b) any additional Awards the Board may grant, up to a maximum of five percent (5%) of the Plan Shares authorized for issuance under the Plan pursuant to Section 2.2 (subject to adjustment pursuant to Section 3.10).
Restrictions on Dividend Equivalent Rights and Dividends
2.13 A Dividend Equivalent Right is an Award entitling the Recipient to receive credits based on cash distributions that would have been paid on the Common Shares specified in such Dividend Equivalent Right (or other Award to which such Dividend Equivalent Right relates) if such Common Shares had been issued to and held by the Recipient of such Dividend Equivalent Right as of the record date. A Dividend Equivalent Right may be granted hereunder; provided that no Dividend Equivalent Right may be granted in connection with, or related to, an Award of Options. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Commitment. Dividend equivalents credited to the Recipient of a Dividend Equivalent Right may accrue or may be deemed to be reinvested in additional Common Shares, which may thereafter accrue additional Dividend Equivalent Rights. Any such reinvestment shall be at the Market Price on the date of such reinvestment. Dividend Equivalent Rights may be settled in cash or Common Shares or a combination thereof, in a single installment or in multiple installments, all as determined in the sole discretion of the Board.
2.14 A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled upon the exercise, settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award. A Dividend Equivalent Right granted as a component of another Award also may contain terms and conditions which are different from the terms and conditions of such other Award, provided that Dividend Equivalent Rights credited pursuant to a Dividend Equivalent Right granted as a component of another Award shall not vest or be paid unless the underlying Award vests, and if the underlying Award does not vest, the Participant holding Dividend Equivalent Rights shall promptly forfeit such unvested Dividend Equivalent Rights. Dividends accruing on Awards shall similarly not vest or be paid until the underlying Award vests. Any Dividend Equivalent Rights are subject to the vesting requirements of the underlying Awards.
Article 3
TERMS AND CONDITIONS OF AWARDS
TERMS AND CONDITIONS OF AWARDS
3.1 Options: The Board is hereby authorized to grant Options to a Service Provider with the following terms and conditions and with such additional terms and conditions not inconsistent with the provision of this Plan as the Board shall determine:
3.1.1 Exercise Price. The Exercise Price of an Option will be set by the Board at the time such Option is granted under this Plan, and, subject to the provisions set forth in Section 3.1.4(d), cannot be less than the Market Price.
3.1.2 Term. Subject to the application of Section 3.11, an Option can be exercisable for a maximum of 10 years from the Grant Date, unless otherwise determined in the discretion of the Board.
3.1.3 Vesting. No Option shall be exercisable until it is vested. The vesting schedule of each Option will be as determined in the discretion of the Board at the time of the grant of the Option.
3.1.4 For US Residents – Incentive Stock Options.
(a) Eligible Recipients of ISOs. Incentive Stock Options may be granted only to employees of the Company or an Affiliate that constitutes a “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code (an “ISO Affiliate”).
(b) Designation of ISO Status. The Board action approving the grant of an Option to a U.S. Participant, and the Award Commitment, must specify that the Option is intended to be an Incentive Stock Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option.
(c) Maximum Shares Issuable On Exercise of ISOs. Subject to the adjustment provisions of this Plan, the maximum aggregate number of Common Shares that may be issued upon the exercise of Incentive Stock Options is the limit on Plan Shares found in Section 2.2.
(d) Limits for 10% Stockholders. A person who owns (or is deemed to own pursuant to Section 424(d) of the Code) Common Shares possessing more than ten percent (10%) of the total combined voting power of all classes of securities of the Company or any ISO Affiliate, will not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%) of the Market Price on the date of grant and the Option is not exercisable after the expiration of five (5) years from the Grant Date.
(e) No Transfer. As provided by Section 422(b)(5) of the Code, an Incentive Stock Option will not be transferable except by will or by the laws of descent and distribution, and will be exercisable during the lifetime of the U.S. Participant only by the U.S. Participant. If the Board elects to allow the transfer of an Option by a U.S. Participant that is designated as an Incentive Stock Option, such transferred Option will automatically become a Nonstatutory Stock Option.
(f) US $100,000 Limit. As provided by Section 422(d) of the Code and applicable regulations thereunder, to the extent that the aggregate Market Price (determined at the time of grant) of Common Shares with respect to which Incentive Stock Options are exercisable for the first time by any U.S. Participant during any calendar year (under all plans of the Company and any ISO Affiliate) exceeds US$100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Award Commitment(s).
(g) Post-Termination Exercise Period. To obtain the United States federal income tax advantages associated with an Incentive Stock Option, the United States Internal Revenue Code requires that at all times beginning on the date of grant and ending on the day three (3) months before the date of exercise of the Option, the U.S. Participant must be an employee of the Company or an ISO Affiliate (except in the event of the U.S. Participant’s death or Disability, in which case a 12-month period applies). The Company cannot guarantee that the Option will be treated as an Incentive Stock Option if the U.S. Participant continues to provide services to the Company or an Affiliate after such U.S. Participant’s employment terminates or if the U.S. Participant otherwise exercises the Option more than three (3) months (or twelve (12) months, as the case may be) after the date his or her employment terminates, or the Option otherwise fails to qualify as an Incentive Stock Option.
(h) Maximum Grant Period. No ISOs may be granted after the tenth (10th) anniversary of the Board’s approval of the 2021 amendment and restatement of the Plan.
3.1.5 No Repricing. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, distribution (whether in the form of cash, Common Shares, other securities or other property), stock split, extraordinary cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Common Shares or other securities or similar transaction), the Company may not, without obtaining shareholder approval: (a) amend the terms of outstanding Options to reduce the Exercise Price of such outstanding Options; (b) cancel outstanding Options in exchange for Options with an Exercise Price that is less than the Exercise Price of the original Options; or (c) cancel outstanding Options with an Exercise Price above the current Market Price in exchange for cash or other securities.
3.2 Restricted Stock: The Board is hereby authorized to grant Restricted Stock to a Service Provider with the following terms and conditions and with such additional terms and conditions not inconsistent with the provision of this Plan as the Board shall determine:
3.2.1 Restriction. Restricted Stock shall be subject to such restrictions (if any) as the Board may impose (including, without limitation, a restriction on or prohibition against the right to receive any dividend or other right or property with respect thereto), which restrictions lapse separately or in combination at such time or times, in such instalments or otherwise as the Board may deem appropriate.
3.2.2 Restricted Stock Certificates. Any Restricted Stock granted under this Plan may be evidenced by the issuance of a share certificate or certificates. If any share certificate is issued, such certificate shall be held by the Company and such certificate shall be registered in the name of the Participant and shall bear an appropriate legend referring to the applicable Award Commitment and possible forfeiture of such shares of Restricted Stock.
3.2.3 Except as otherwise determined by the Board, upon a Participant’s termination of office, employment or service (as determined under criteria established by the Board) during the applicable restriction period, all applicable
Common Shares of Restricted Stock at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Board may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Common Shares of Restricted Stock.
3.2.4 Dividends accruing on Restricted Stock shall not vest or become payable to the holder before the underlying Common Shares have vested and the risk of forfeiture with respect to such Common Shares has lapsed.
3.3 Restricted Stock Unit Awards: The Board is hereby authorized to grant Restricted Stock Unit Awards to a Service Provider evidencing the right for such Service Provider to receive a Common Share (or cash payment equal to the Market Price of a Common Share) at some future date.
3.3.1 Restrictions. A Restricted Stock Unit Award will be subject to an Award Commitment containing such terms and conditions, not inconsistent with the provisions of this Plan, as the Board shall determine.
3.3.2 Forfeiture. Except as otherwise determined by the Board and as set forth in the applicable Award Commitment, upon a Participant’s termination of office, employment or service (as determined under criteria established by the Board) during the applicable restriction period, all applicable Restricted Stock Units at such time subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the Board may, when it finds that a waiver would be in the best interest of the Company, waive in whole or in part any or all remaining restrictions with respect to Restricted Stock Units.
3.3.3 For Canadian Residents. For Canadian resident Service Providers, Restricted Stock Unit Awards shall be settled in Common Shares, unless the Company offers the Participant the right to receive cash in lieu of Common Shares and the Participant, in its sole discretion, so elects.
3.3.4 Voting and Dividend Rights. A Restricted Stock Unit does not entitle the holder thereof to any rights with respect to voting and dividends. A Restricted Stock Unit may provide the holder with Dividend Equivalent Rights. Dividend Equivalent Rights are subject to the vesting requirements of the related Restricted Stock Unit.
3.4 Performance stock units:
3.4.1 The Board is hereby authorized to grant Performance stock units to a Service Provider subject to the terms of this Plan. A Performance stock unit granted under this Plan (i) may be denominated or payable in cash, Common Shares (including, without limitation, Restricted Stock and Restricted Stock Units), other securities, other Awards or other property, and (ii) shall confer on the holder thereof the right to receive payments, in whole or in part, upon the achievement of such performance goals during such performance periods as the Board shall establish. Subject to the terms of this Plan, the performance goals to be achieved during any performance period, the length of any performance period, the amount of any Performance stock unit granted, the amount of any payment or transfer to be made pursuant to any Performance stock unit and any other terms and conditions of the Performance stock unit shall be determined by the Board. For Canadian resident Service Providers, Performance stock units shall be settled in Common Shares, unless the Company offers the Participant the right to receive cash in lieu of Common Shares and the Participant, in its sole discretion, so elects.
Recipient Ceasing to be Director, Officer, Employee or Service Provider
3.5 No Award may be exercised after the Recipient, if a Director or Officer, has ceased to be a Director or Officer or, if an Employee or other Service Provider has left the employ or service of the Company, except as follows:
(a) in the case of the death of a Recipient, any vested Award held by him at the date of death will become exercisable by the Recipient’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Recipient and the Expiry Date of such Award;
(b) in the case of the Disability of a Recipient, any vested Award held by him at the date of Disability will become exercisable until the earlier of one year from the date of cessation of the Recipient’s employment or other office and the Expiry Date of such Award; and
(c) subject to the other provisions of this Section 3.5, vested Awards will expire 90 days after the date the Recipient ceases for any reason whatsoever to be employed by, provide services to, or be a Director or Officer of, the Company and all unvested Awards will immediately terminate without right to exercise same;
but provided that in no event may the term of the Award exceed 10 years, unless determined in the discretion of the Board.
Additional Vesting; Dividend Equivalent Rights
3.6 In addition to meeting any other eligibility requirements for receiving an Award, or for an Award to vest (if applicable), the Service Provider must be Actively Engaged by the Company through to, and including on, the established Grant Date or vesting date for such Award, as applicable. For clarity, except to the minimum extent, if any, required by applicable employment standards legislation:
(a.) if the Service Provider is not Actively Engaged by the Company on the established Grant Date for an Award for any reason, the Service Provider will not have earned the Award, the Service Provider is deemed to have waived and forfeited any right to earn the Award, and the Service Provider will not be eligible to receive the Award or a pro-rated share of the Award;
(b.) if the Service Provider is not Actively Engaged by the Company on the established vesting date for an Award to vest, for any reason, the Award will not vest;
(c.) Awards will not be included in the calculation of, or form any part of, contractual or common law pay in lieu of notice, and Awards will not form part of any damages for wrongful dismissal or otherwise; and
3.7 Intentionally deleted.
3.8 Intentionally deleted.
Change in Control
3.9 The provisions of this Section 3.9 shall apply in the case of a Change in Control, unless otherwise provided in the Award Commitment or any separate agreement with a Participant. In the event of a Change in Control, all Awards will terminate upon the Change in Control unless they are assumed by the surviving entity or otherwise equitably converted, substituted or continued. In that event, Recipients will have a reasonable period prior to the effectiveness of the Change in Control to exercise the vested portion of any Award prior to its termination.
(a.) Awards Not Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Board:
(i) all outstanding Awards that are subject to time-based vesting requirements shall become vested and fully exercisable immediately prior to, and contingent on, the effectiveness of, the Change in Control;
(ii) all outstanding Awards that are subject to time-based vesting restrictions shall become vested and such restrictions shall lapse immediately prior to, and contingent on, the effectiveness of, the Change in Control; and
(iii) the payout level under all outstanding Awards that are subject to performance-based vesting requirements shall be deemed to have been earned immediately prior to, and contingent on, the effectiveness of, the Change in Control based upon an assumed achievement of all relevant performance goals at the 100% level (or such higher threshold as may have been actually achieved by the effective date of the Change in Control). To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 422(d) of the Code, the excess Options shall be deemed to be Nonstatutory Stock Options.
(b.) Awards Proposed to be Assumed or Substituted by Surviving Entity. Upon the occurrence of a Change in Control, and except with respect to any Awards that are not proposed to be assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in Control in a manner approved by the Board:
(i) all outstanding Awards that are subject to time-based vesting requirements shall become vested and fully exercisable immediately prior to, and contingent on, the effectiveness of, the Change in Control;
(ii) all outstanding Awards that are subject to time-based vesting restrictions shall become vested and such restrictions shall lapse immediately prior to, and contingent on, the effectiveness of, the Change in Control; and
(iii) the payout level under all outstanding Awards that are subject to performance-based vesting requirements shall be deemed to have been earned immediately prior to, and contingent on, the effectiveness of, the Change in Control based upon an assumed achievement of all relevant performance goals at the 100% level (or such higher threshold as may have been actually achieved by the effective date of the Change in Control). To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 422(d) of the Code, the excess Options shall be deemed to be Nonstatutory Stock Options.
Non Assignable
3.10 Subject to Section 3.5(a), all Awards will be exercisable only by the Recipient to whom they are granted and will not be assignable or transferable.
Adjustment of the Number of Award Shares
3.11 If there is a change in the outstanding Common Shares by reason of any share consolidation, or split, reclassification or other capital reorganization, or a stock dividend, arrangement, amalgamation, merger or combination, or any other change to, event affecting, exchange of or corporate change or transaction affecting the Common Shares, the Board will make, as it deems advisable and subject to requisite Regulatory Approval, appropriate substitution and/or adjustment in:
(a) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to this Plan;
(b) the number and kind of shares or other securities or property reserved or to be allotted for issuance pursuant to any outstanding unexercised Awards, and in the exercise price for such shares or other securities or property; and/or
(c) the vesting of any Awards, including the accelerated vesting thereof on conditions the Board deems advisable,
and if the Company undertakes an arrangement or is amalgamated, merged or combined with another corporation, the Board will make such provision for the protection of the rights of Participants as it deems advisable.
Adjustment of Awards Expiring During Black-out Period
3.12 Should the Expiry date for an Award fall within a Black-out Period, or within the period that is nine Business Days immediately following the expiration of a Black-out Period, such Expiry Date will be automatically adjusted without any further act or formality to that day which is the tenth Business Day after the end of the Black-out Period, such tenth Business Day to be considered the Expiry Date for such Award for all purposes under the Plan. Notwithstanding any other provision of this Plan, the tenth Business Day period referred to in this Section 3.12 may not be extended by the Board.
Compliance with Section 409A of the Code
3.13 Unless otherwise expressly provided for in an Award Commitment, the terms applicable to Options granted to U.S. Participants will be interpreted to the greatest extent possible in a manner that makes those Options exempt from Section 409A of the Code, and, to the extent not so exempt, that brings the Options into compliance with Section 409A of the Code. Notwithstanding anything to the contrary in the Plan (and unless the Award Commitment or other written contract with the U.S. Participant specifically provides otherwise), if the Common Shares are publicly traded, and if a U.S. Participant of an Option that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” under Section 409A of the Code, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without regard to alternative definitions thereunder) will be issued or paid before the date that is six (6) months following the date of such U.S. Participant’s “separation from service” or, if earlier, the date of the U.S. Participant’s death, unless such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day after such six (6) month period elapses, with the balance paid thereafter on the original schedule.
Award Commitments
3.14 Each Award will be evidenced by an Award Commitment which incorporates such terms and conditions as the Board in its discretion deems appropriate and consistent with the provisions of this Plan (and the execution and delivery by the Company of an Award Commitment with a Participant shall be conclusive evidence that such Award Commitment incorporates terms and conditions determined by the Board and is consistent with the provisions of this Plan). Each Award Commitment will be executed on behalf of the Company by any member of the Board or any Officer or such other Person as the Board may designate for such purpose.
Article 4
COMMITMENT AND EXERCISE PROCEDURES
COMMITMENT AND EXERCISE PROCEDURES
Award Commitment
4.1 Upon grant of an Award hereunder, an authorized officer of the Company will deliver to the Recipient an Award Commitment detailing the terms of such Awards and upon such delivery the Recipient will be subject to the Plan and have the right to the Awards on the terms set out therein, subject to the terms and conditions hereof.
Manner of Exercise
4.2.1 A Recipient who wishes to exercise his Award may do so:
4.2.2 by delivering:
(a) a written notice to the Company specifying the number of Award Shares being acquired pursuant to the Award; and
(b) cash, certified cheque or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired and the aggregate of any amounts required by law to be withheld by the Company on the exercise of such Award, or separate certified cheques or bank drafts for such Exercise Price and such amounts to be withheld;
4.2.3 in such other manner as may be specified in the Award Commitment or as may be agreed to by the Company.
Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such other procedures and conditions as it determines appropriate with respect to the payment, funding or withholding of amounts required by law to be withheld on the exercise of Awards under this Plan.
Delivery of Certificate and Hold Periods
4.3 As soon as practicable after receipt of the notice of exercise described in Section 4.2 and payment in full for the Awards Shares being acquired (if applicable), the Company will direct its transfer agent to issue to the Recipient the appropriate number of Award Shares. The transfer agent will either issue a certificate representing the Award Shares or a written notice in the case of uncertificated Common Shares. Such issued certificate or written notice, as the case may be, will bear a legend stipulating any resale restrictions required under applicable securities laws.
Article 5
AMENDMENTS TO PLAN OR AWARDS
AMENDMENTS TO PLAN OR AWARDS
Amendments Generally
5.1 The Board may, at any time and from time to time, amend, suspend or terminate the Plan as to any Common Shares as to which Awards have not been made and such action will not constitute a breach of the terms of any agreement between the Service Provider and the Company. The effectiveness of any amendment to the Plan shall be contingent on approval of such amendment by the Company’s shareholders to the extent provided by the Board or required by applicable laws (including the rules of any stock exchange on which the Common Shares are then listed), provided that no amendment shall be made to the no-repricing provisions of Section 3.1.5 or the Option pricing provisions of Section 3.1.1 without the approval of the Company’s shareholders. No amendment, suspension or termination of the Plan shall materially impair rights or obligations under any Award theretofore made under the Plan without the consent of the Participant.
5.2 With the consent of the affected Participants for any amendment or modification that materially impairs the rights or obligations of a Participant, the Board may amend or modify any outstanding Award in any manner to the extent that the Board would have the authority to initially grant such award as so modified or amended.
Amendment Subject to Approval
5.3 If the amendment of an Award requires Regulatory Approval or Shareholder Approval, such amendment may be made prior to such approvals being given, but no amended Awards may be exercised unless and until such approvals are given.
Article 6
GENERAL
GENERAL
Employment and Services
6.1 Nothing contained in the Plan will confer upon or imply in favor of any Recipient any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to terminate the Recipient’s office, employment or service at any time. Participation in the Plan by a Service Provider will be voluntary. A change in the status, office, position or duties of a Participant from the status, office, position or duties held by such Participant on the date on which the Award was granted to such Participant will not result in the termination of the Award granted to such Participant provided that such Participant remains a Service Provider.
Taxes
6.2 The Company may make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with any Awards granted under the Plan.
No Representation or Warranty
6.3 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Awards or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of such participant and not the Company.
Interpretation
6.4 The Plan will be governed and construed in accordance with the laws of the Province of Alberta.
Effective Date of Plan
6.5 This Plan will be effective from and after the date upon which the Company first receives Shareholder Approval for the Plan, and will remain effective provided that the Plan, or, if applicable, any amended version thereof receives Shareholder Approval, on or before each third annual general meeting of shareholders of the Company.
Adoption of Plan
6.6 This Plan was adopted by the Board on May 25, 2012 and approved by the Shareholders of the Company on June 28, 2012 and re-approved by the Shareholders of the Company on May 7, 2014. This Plan was amended as to Section 2.2 by the Shareholders of the Company on June 8, 2016. This Plan was further amended and approved by the Shareholders of the Company on June 2, 2020. This Plan was further amended and approved by the Shareholders of the Company on June 7, 2021. This Plan was further amended and approved by the Shareholders of the Company on May 15, 2025. This Plan was further amended and approved by the Board on April 7, 2026.
Stephen P. Robertson
CORPORATE SECRETARY
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE RULES 13a-14(a) AND 15d-14(a), AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kevin Tang, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Aurinia Pharmaceuticals Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | May 6, 2026 | By: | /s/ Kevin Tang | ||||||||
Kevin Tang | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Hearne, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Aurinia Pharmaceuticals Inc..;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: | May 6, 2026 | By: | /s/ Michael Hearne | ||||||||
Michael Hearne | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aurinia Pharmaceuticals Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kevin Tang, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: | May 6, 2026 | By: | /s/ Kevin Tang | ||||||||
| Kevin Tang | |||||||||||
| Chief Executive Officer | |||||||||||
| (Principal Executive Officer) | |||||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aurinia Pharmaceuticals Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael Hearne, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
| Date: | May 6, 2026 | By: | /s/ Michael Hearne | ||||||||
| Michael Hearne | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||