Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company # issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either # at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or # with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or # enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.

Limitation on Variable Rate Transactions. So long as the Warrant is outstanding, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares or Ordinary Share Equivalents (or a combination of units thereof) involving a Variable Rate Transaction, other than in connection with an Exempt Issuance or with the prior written consent of the Investor in its sole and absolute discretion. “Ordinary Share Equivalents” means any securities of the Company or its Subsidiaries which entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares. “Variable Rate Transaction” means a transaction in which the Company # issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional Ordinary Shares or Ordinary Share Equivalents either # at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary Shares at any time after the initial issuance of such debt or equity securities, or # with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary Shares (including, without limitation, any “full ratchet” or “weighted average” anti-dilution provisions), or # enters into any agreement, including, but not limited to, an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Ordinary Shares or Ordinary Share Equivalents, whereby the Company may sell Ordinary Shares or Ordinary Share Equivalents at a future determined price, other than an agreement with the Investor; provided, however, that the issuance or sale by the Company of any debt or equity securities that are convertible into or exchangeable or exercisable for Ordinary Shares or Ordinary Share Equivalents (other than in connection with an “equity line of credit”, “at-the-market offering” or other continuous offering or similar offering of Ordinary Shares or Ordinary Share Equivalents) at a conversion, exercise or exchange price that is fixed at the time of issuance, but varies or is subject to being reset at some future date after the initial issuance of such debt or equity security at a price not less than ​ per share (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) shall not be deemed a Variable Rate Transaction. “Exempt Issuance” means the issuance of # Ordinary Shares or options to employees, officers, directors or vendors of the Company pursuant to any stock or option plan duly adopted for such purpose, by the Board of Directors or a majority of the members of a committee of directors established for such purpose, # securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, # Ordinary Shares issued upon exercise of the Warrant, # securities issued pursuant to acquisitions or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established for such purpose, which acquisitions or strategic transactions can have a Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities, or # Ordinary Shares issued and sold pursuant to an “at-the-market offering” of Ordinary Shares through a registered broker-dealer.

Variable Terms. This Option shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

During the Term of this Agreement, the Executive is entitled to participate in ​’s Variable Compensation Plan under which he/she may receive additional compensation.

Variable Incentive. The Company agrees to pay Gordon the year-end bonus (the “Variable Incentive”) that Gordon would have received for the year ending ​. The magnitude and timing of the Variable Incentive payment will be in the same manner as to all other executive officers at Zymeworks at the discretion of the compensation committee of the Company’s Board of Directors (the “Compensation Committee”).

Section # Prohibited Transactions. From the date hereof until the date this Agreement has been validly terminated in accordance with its terms, without the prior written consent of ​, ​ shall not enter into, agree to enter into, or effect any Variable Rate Transaction. Notwithstanding the foregoing, ​ may enter into a customary “ATM Sales Agreement” or any transaction resulting in the issuance of convertible debt that is exchangeable into Common Shares at a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common Shares at any time after the initial issuance (a “Variable Rate Convertible Note”); provided, however, that in the event ​ enters into an ATM Sales Agreement, the Final Commitment Fee shall be accelerated and become immediately payable; provided, further, that under no circumstances shall any Variable Rate Convertible Note have any claim or interest in the Shares, fees or transactions contemplated under this Agreement and ​ shall obtain a written agreement from any such prospective Variable Rate Convertible Note lender acknowledging that such lender does not have any claim or interest in the Shares, fees, or transactions contemplated under this Agreement. For the avoidance of doubt, nothing in this Agreement or the Transaction Documents shall restrict or prevent ​ from issuing securities at a fixed price, including, but not limited to, a “private investment in public equity” or “underwritten follow-on offering,” or entering into any other transaction that does not qualify as a Variable Rate Transaction.

Adjustment of Conversion Rate Upon Subsequent Dilutive Acquisition. If, at any time prior to ​, ​ shall acquire any other entity, asset or group of assets, or business in a transaction or series of transactions resulting in the issuance of shares of common stock of ​ or other securities of ​ convertible, exercisable, or exchangeable for shares of common stock of ​ (any such acquisition shall be referred to as a “Subsequent Dilutive Acquisition”), then the Conversion Rate in effect immediately prior to such Subsequent Dilutive Acquisition shall be automatically reduced such that the new number of shares of common stock issuable upon conversion of each share of Series A Preferred Stock shall be calculated as follows:

commercial paper and variable or fixed rate notes issued by any Lender or Approved Bank or by the parent company of any Lender or Approved Bank and commercial paper and variable rate notes

At any time while the Note or any amounts accrued and payable thereunder remain outstanding, the ​ or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued unless the net proceeds of such issuance are used to immediately pay amounts due hereunder.