SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Information To Be Included in Statements Filed Pursuant to

§ 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TRANSITION THERAPEUTICS INC.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

893716209

(CUSIP Number)

Jack W. Schuler

c/o Crabtree Partners LLC

28161 North Keith Drive

Lake Forest, Illinois 60045

(847) 607-2066

(Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications)

August 15, 2013

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ¨

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP 893716209 13D Page 2 of 15

1	Name of reporting person I.R.S. identification number (entity only) Jack W. Schuler
2	Check the appropriate box if a member of a group (a)  ¨ (b)  x
3	SEC use only
4	Source of funds N/A
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:		7	Sole voting power 2,823,010
		8	Shared voting power 3,389,195
		9	Sole dispositive power 2,823,010
		10	Shared dispositive power 3,389,195
11	Aggregate amount beneficially owned by each reporting person 6,212,205
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 20.72%*
14	Type of reporting person IN

* This calculation was made on the basis of 29,978,667 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the private placement described in Item 5(c) (the “Private Placement”) (including the 577,566 shares that the Schuler Family Foundation purchased); and plus (iii) the warrants for 418,735 shares that the Foundation acquired in the Private Placement.

CUSIP 893716209 13D Page 3 of 15

1	Name of reporting person I.R.S. identification number (entity only) Renate Schuler
2	Check the appropriate box if a member of a group (a)  ¨ (b)  x
3	SEC use only
4	Source of funds N/A
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:		7	Sole voting power 37,000
		8	Shared voting power 3,389,195
		9	Sole dispositive power 37,000
		10	Shared dispositive power 3,389,195
11	Aggregate amount beneficially owned by each reporting person 3,426,195
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 11.43%*
14	Type of reporting person IN

* This calculation was made on the basis of 29,978,667 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 577,566 shares that the Schuler Family Foundation purchased); and plus (iii) the warrants for 418,735 shares that the Foundation acquired in the Private Placement.

CUSIP 893716209 13D Page 4 of 15

1	Name of reporting person I.R.S. identification number (entity only) Schuler Family Foundation EIN 36-4154510
2	Check the appropriate box if a member of a group (a)  ¨ (b)  x
3	SEC use only
4	Source of funds PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Illinois
Number of shares beneficially owned by each reporting person with:		7	Sole voting power 3,389,195
		8	Shared voting power 0
		9	Sole dispositive power 3,389,195
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 3,389,195
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 11.31%*
14	Type of reporting person CO

* This calculation was made on the basis of 29,978,667 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 577,566 shares that the Schuler Family Foundation purchased); and plus (iii) the warrants for 418,735 shares that the Foundation acquired in the Private Placement.

CUSIP 893716209 13D Page 5 of 15

1	Name of reporting person I.R.S. identification number (entity only) Tanya Eva Schuler Trust EIN 36-7205458
2	Check the appropriate box if a member of a group (a)  ¨ (b)  x
3	SEC use only
4	Source of funds PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Illinois
Number of shares beneficially owned by each reporting person with:		7	Sole voting power 1,315,366
		8	Shared voting power 0
		9	Sole dispositive power 1,315,366
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 1,315,366
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 4.41%*
14	Type of reporting person OO

* This calculation was made on the basis of 29,854,373 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 406,126 shares that the Tanya Eva Schuler Trust purchased); and plus (iii) the warrants for 294,441 shares that the Trust acquired in the Private Placement.

CUSIP 893716209 13D Page 6 of 15

1	Name of reporting person I.R.S. identification number (entity only) Therese Heidi Schuler Trust EIN 36-7205459
2	Check the appropriate box if a member of a group (a)  ¨ (b)  x
3	SEC use only
4	Source of funds PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Illinois
Number of shares beneficially owned by each reporting person with:		7	Sole voting power 1,178,747
		8	Shared voting power 0
		9	Sole dispositive power 1,178,747
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 1,178,747
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 3.95%*
14	Type of reporting person OO

* This calculation was made on the basis of 29,854,373 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 406,126 shares that the Therese Heidi Schuler Trust purchased); and plus (iii) the warrants for 294,441 shares that the Trust acquired in the Private Placement.

CUSIP 893716209 13D Page 7 of 15

1	Name of reporting person I.R.S. identification number (entity only) Tino Hans Schuler Trust EIN 36-7205456
2	Check the appropriate box if a member of a group (a)  ¨ (b)  x
3	SEC use only
4	Source of funds PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Illinois
Number of shares beneficially owned by each reporting person with:		7	Sole voting power 1,144,748
		8	Shared voting power 0
		9	Sole dispositive power 1,144,748
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 1,144,748
12	Check if the aggregate amount in Row (11) excludes certain shares ¨
13	Percent of class represented by amount in Row (11) 3.83%*
14	Type of reporting person OO

* This calculation was made on the basis of 29,854,373 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 406,126 shares that the Tino Hans Schuler Trust purchased); and plus (iii) the warrants for 294,441 shares that the Trust acquired in the Private Placement.

CUSIP 893716209 13D Page 8 of 15

This Amendment No. 1 to Schedule 13D is filed to amend and restate the Schedule 13D filed by certain of the reporting persons on November 29, 2011 in respect of common shares of Transition Therapeutics Inc.

The Schedule 13D is amended and restated to read as follows:

Item 1. Security and Issuer

This statement on Schedule 13D relates to the common shares of Transition Therapeutics, Inc., an Ontario corporation (“TTHI”), whose principal executive offices are located at 101 College Street, Suite 220, Toronto, Ontario, Canada M5G 1L7.

Item 2. Identity and Background

The following information is provided for the persons filing this Schedule 13D (the “reporting persons”):

Name:	Jack W. Schuler
Residence or business address:	28161 North Keith Drive
	Lake Forest, Illinois 60045
Principal occupation or employment:	Private investor
Citizenship:	United States
Name:	Renate Schuler
Residence or business address:	28161 North Keith Drive
	Lake Forest, Illinois 60045
Principal occupation or employment:	Private investor
Citizenship:	United States
Name:	Schuler Family Foundation
Nature:	Not-for-profit corporation
State or other place of organization:	Illinois
Principal business:	Private operating foundation
Principal office:	28161 North Keith Drive
	Lake Forest, Illinois 60045
Name:	Tanya Eva Schuler Trust
Nature:	Irrevocable trust
State of organization:	Illinois
Principal business:	not applicable
Principal office:	c/o H. George Schuler, Trustee
	Schuler Development
	1500 East Industrial Boulevard, Suite 225
	McKinney, Texas 75069

CUSIP 893716209 13D Page 9 of 15

Name:	Therese Heidi Schuler Trust
Nature:	Irrevocable trust
State or other place of organization:	Illinois
Principal business:	not applicable
Principal office:	c/o H. George Schuler, Trustee
	Schuler Development
	1500 East Industrial Boulevard, Suite 225
	McKinney, Texas 75069
Name:	Tino Hans Schuler Trust
Nature:	Irrevocable trust
State or other place of organization:	Illinois
Principal business:	not applicable
	c/o H. George Schuler, Trustee
	Principal office:
	Schuler Development
	1500 East Industrial Boulevard, Suite 225
	McKinney, Texas 75069

During the last five years, none of the reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the reporting person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds and Other Consideration

Each reporting person used personal funds as the source of payment of the purchase price of the TTHI common shares reported.

In the case of each reporting person, no part of the purchase price is or was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the TTHI common shares reported.

Item 4. Purpose of Transaction

In the case of each reporting person, the TTHI common shares reported were acquired for investment purposes.

Depending upon market conditions and other factors, in the future each reporting person may consider the purchase of additional TTHI common shares, or the disposition of existing shares, in the open market or otherwise; but none of the reporting persons has any plans or proposals at present for any such purchase or disposition.

CUSIP 893716209 13D Page 10 of 15

None of the persons filing this Schedule 13D has any plans or proposals at present that relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving TTHI or any subsidiary; (ii) a sale or transfer of a material amount of TTHI’s assets or the assets of any subsidiary; (iii) any change in the present board of directors or management of TTHI or in the number or term of directors or in filling any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of TTHI; (v) any other change in TTHI’s business or corporate structure; (vi) any change in TTHI’s certificate of incorporation or bylaws or other actions that may impede the acquisition or control of TTHI by any person; (vii) causing TTHI common shares or other equity securities of TTHI to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity securities of TTHI becoming eligible for termination of registration pursuant to section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to those enumerated in clauses (i)-(viii).

Item 5. Interest in Securities of the Issuer

The Schuler Family Foundation (the “Foundation”) is a tax-exempt private operating foundation of which Jack W. Schuler and his wife, Renate Schuler, are two of the three directors. The third director is a daughter, Tanya Eva Schuler.

The Tanya Eva Schuler Trust, Therese Heidi Schuler Trust and Tino Hans Schuler Trust (the “Trusts”) are irrevocable trusts that Mr. Schuler established for the benefit of his three children, all of whom are adults and none of whom reside with Mr. and Mrs. Schuler. Mr. Schuler is not a trustee of any of the Trusts.

Mr. Schuler disclaims any beneficial interest in (i) the TTHI common shares owned by the Foundation, (ii) the TTHI common shares owned by any of the Trusts or (iii) the TTHI shares owned by Mrs. Schuler.

Mrs. Schuler disclaims any beneficial interest in (i) the TTHI common shares owned by the Foundation or (ii) the TTHI common shares owned by any of the Trusts.

The reporting persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filing of this Schedule 13D is not, and should not be interpreted as, an admission that the reporting persons constitute a person or a group.

(a)

Jack W. Schuler

Jack W. Schuler may be deemed the beneficial owner of 6,212,205 common shares, consisting of: (i) 2,823,010 shares that he owns; (ii) 2,392,894 shares that the Foundation owned immediately prior to the private placement described in (c) of this Item 5 (the “Private Placement”); (iii) 577,566 shares that the Foundation purchased in the Private Placement; and (iv) warrants for 418,735 shares that the Foundation acquired in the Private Placement. The Foundation’s warrants are exercisable at any time after August 15, 2013 through and including August 15, 2015.

CUSIP 893716209 13D Page 11 of 15

These shares represent 20.72% of TTHI’s issued and outstanding common shares, determined on the basis of 29,978,667 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 577,566 shares that the Foundation purchased); and plus (iii) the warrants for 418,735 shares that the Foundation acquired in the Private Placement.

Renate Schuler

Renate Schuler may be deemed the beneficial owner of 3,389,195 common shares, consisting of: (i) 37,000 shares that she owns; (ii) 2,392,894 shares that the Foundation owned immediately prior to the Private Placement; (iii) 577,566 shares that the Foundation purchased in the Private Placement; and (iv) warrants for 418,735 shares that the Foundation acquired in the Private Placement.

These shares represent 11.43% of TTHI’s issued and outstanding common shares, determined on the basis of 29,978,667 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 577,566 shares that the Foundation purchased); and plus (iii) the warrants for 418,735 shares that the Foundation acquired in the Private Placement.

Schuler Family Foundation

The Foundation may be deemed the beneficial owner of 3,389,195 common shares, consisting of: (i) 2,392,894 shares that the Foundation owned immediately prior to the Private Placement; (ii) 577,566 shares that the Foundation purchased in the Private Placement; and (iii) warrants for 418,735 shares that the Foundation acquired in the Private Placement.

These shares represent 11.31% of TTHI’s issued and outstanding common shares, determined on the basis of 29,978,667 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 577,566 shares that the Foundation purchased); and plus (iii) the warrants for 418,735 shares that the Foundation acquired in the Private Placement.

Tanya Eva Schuler Trust

The Tanya Eva Schuler Trust may be deemed the beneficial owner of 1,315,366 common shares, consisting of: (i) 614,799 shares that the Trust owned immediately prior to the Private Placement; (ii) 406,126 shares that the Trust purchased in the Private Placement; and (iii) warrants for 294,441shares that the Trust acquired in the Private Placement.

CUSIP 893716209 13D Page 12 of 15

These shares represent 4.41% of TTHI’s issued and outstanding common shares, determined on the basis of 29,854,373 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 406,126 shares that the Trust purchased); and plus (iii) the warrants for 294,441 shares that the Trust acquired in the Private Placement.

Therese Heidi Schuler Trust

The Therese Heidi Schuler Trust may be deemed the beneficial owner of 1,178,747 common shares, consisting of: (i) 478,180 shares that the Trust owned immediately prior to the Private Placement; (ii) 406,126 shares that the Trust purchased in the Private Placement; and (iii) warrants for 294,441shares that the Trust acquired in the Private Placement.

These shares represent 3.95% of TTHI’s issued and outstanding common shares, determined on the basis of 29,854,373 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 406,126 shares that the Trust purchased); and plus (iii) the warrants for 294,441 shares that the Trust acquired in the Private Placement.

Tino Hans Schuler Trust

The Tino Hans Schuler Trust may be deemed the beneficial owner of 1,144,748 common shares, consisting of: (i) 444,181 shares that the Trust owned immediately prior to the Private Placement; (ii) 406,126 shares that the Trust purchased in the Private Placement; and (iii) warrants for 294,441shares that the Trust acquired in the Private Placement.

These shares represent 3.95% of TTHI’s issued and outstanding common shares, determined on the basis of 29,854,373 common shares outstanding, derived as follows: (i) 26,934,634 shares outstanding as of July 29, 2013, as disclosed by the Company; plus (ii) 2,625,298 shares issued to the purchasers in the Private Placement (including the 406,126 shares that the Trust purchased); and plus (iii) the warrants for 294,441 shares that the Trust acquired in the Private Placement.

(b)

Jack W. Schuler
Shares with sole power to vote or to direct the vote	2,823,010
Shares with shared power to vote or direct the vote	3,389,195	*
Shares with sole power to dispose or direct the disposition	2,823,010
Shares with sole power to dispose or direct the disposition	3,389,195	*

* Mr. Schuler shares the voting and dispositive power in respect of the 3,389,195 shares owned by the Schuler Family Foundation, of which Mr. Schuler is one of three directors. The other two directors are Mr. Schuler’s wife, Renate Schuler, and their daughter, Tanya Eva Schuler.

CUSIP 893716209 13D Page 13 of 15

Renate Schuler
Shares with sole power to vote or to direct the vote	37,000
Shares with shared power to vote or direct the vote	3,389,195	*
Shares with sole power to dispose or direct the disposition	37,000
Shares with sole power to dispose or direct the disposition	3,389,195	*

* Mrs. Schuler shares the voting and dispositive power in respect of the 3,389,195 shares owned by the Schuler Family Foundation, of which Mrs. Schuler is one of three directors. The other two directors are Mrs. Schuler’s husband, Jack W. Schuler, and their daughter, Tanya Eva Schuler.

Schuler Family Foundation
Shares with sole power to vote or to direct the vote	3,389,195
Shares with shared power to vote or direct the vote	0
Shares with sole power to dispose or direct the disposition	3,389,195
Shares with sole power to dispose or direct the disposition	0

Tanya Eva Schuler Trust
Shares with sole power to vote or to direct the vote	1,315,366
Shares with shared power to vote or direct the vote	0
Shares with sole power to dispose or direct the disposition	1,315,366
Shares with sole power to dispose or direct the disposition	0

Therese Heidi Schuler Trust
Shares with sole power to vote or to direct the vote	1,178,747
Shares with shared power to vote or direct the vote	0
Shares with sole power to dispose or direct the disposition	1,178,747
Shares with sole power to dispose or direct the disposition	0

Tino Hans Schuler Trust
Shares with sole power to vote or to direct the vote	1,144,748
Shares with shared power to vote or direct the vote	0
Shares with sole power to dispose or direct the disposition	1,144,748
Shares with sole power to dispose or direct the disposition	0

(c)

On August 15, 2013, TTHI issued and sold to purchasers in a private placement a total of 2,625,300 units at a subscription price of $4.19 per unit for a total subscription price of $11,000,000. Each unit consisted on (i) one common share, (ii) a 0.325 common share purchase warrant with an exercise price per whole share of $4.60, and (iii) a 0.400 common share purchase warrant with an exercise price per whole share of $6.50. The Foundation and the three Trusts were among the 10 purchasers.

CUSIP 893716209 13D Page 14 of 15

The Foundation subscribed for and on August 15, 2013 purchased 577,566 units for a total subscription price of $2,420,000, receiving (i) 577,566 common shares, (ii) 187,709 0.325 common share purchase warrants with an exercise price per whole share of $4.60, and (iii) 231,026 0.400 common share purchase warrants with an exercise price per whole share of $6.50.

Each of the three Trusts subscribed for and on August 15, 2013 purchased 406,126 units for a total subscription price of $1,701,667, receiving (i) 406,126 common shares, (ii) 131,991 0.325 common share purchase warrants with an exercise price per whole share of $4.60, and (iii) 162,450 0.400 common share purchase warrants with an exercise price per whole share of $6.50.

(d)

No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common shares that the reporting persons may be deemed to beneficially own.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, the reporting persons entered into an agreement on August 21, 2013 with respect to the joint filing of this Schedule 13D and any amendment or amendments. A copy of this joint filing agreement is filed as Exhibit 1 and incorporated into this Item 6 by reference.

As described in Item 5(c), the Foundation subscribed for and purchased 577,566 units for a total subscription price of $2,420,000, and each of the three Trusts subscribed for and purchased 406,126 units for a subscription price of $1,701,667. Copies of the form of subscription agreement and form of warrants are attached as Exhibits 2 and 3.

Except as described in Item 5(c), there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of TTHI, including but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material To Be Filed as Exhibits

Exhibit 1	Joint Filing Agreement, dated as of August 21, 2013, by and among Jack W. Schuler, Renate Schuler, the Schuler Family Foundation, the Tanya Eva Schuler Trust, the Therese Heidi Schuler Trust and the Tino Hans Schuler Trust
Exhibit 2	Form of Subscription Agreement for Units
Exhibit 3	Form of Common Share Purchase Warrants

CUSIP 893716209 13D Page 15 of 15

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 22, 2013.

	/S/ JACK W. SCHULER
	Jack W. Schuler
	/S/ RENATE SCHULER
	Renate Schuler
Schuler Family Foundation
By	/S/ JACK W. SCHULER
	Jack W. Schuler, Director
Tanya Eva Schuler Trust
By	/S/ H. GEORGE SCHULER
	H. George Schuler, Trustee
Therese Heidi Schuler Trust
By	/S/ H. GEORGE SCHULER
	H. George Schuler, Trustee
Tino Hans Schuler Trust
By	/S/ H. GEORGE SCHULER
	H. George Schuler, Trustee

EX-99.1

EXHIBIT 1

Joint Filing Agreement

This Joint Filing Agreement is entered into as of August 21, 2013, by the undersigned, who hereby agree that the Statement on Amendment No. 1 to Schedule 13D in respect of the common shares ofTransition Therapeutics Inc. is, and any amendment subsequently signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

/S/ JACK W. SCHULER

Jack W. Schuler

/S/ RENATE SCHULER

Renate Schuler

Schuler Family Foundation
By	/S/ JACK W. SCHULER
	Jack W. Schuler, Director

Tanya Eva Schuler Trust
By	/S/ H. GEORGE SCHULER
	H. George Schuler, Trustee

Therese Heidi Schuler Trust
By	/S/ H. GEORGE SCHULER
	H. George Schuler, Trustee

Tino Hans Schuler Trust
By	/S/ H. GEORGE SCHULER
	H. George Schuler, Trustee

EX-99.2

EXHIBIT 2

UNITED STATES

SUBSCRIPTION AGREEMENT FOR UNITS

INSTRUCTIONS: To properly complete this Subscription Agreement:

(1) All subscribers must complete all boxes on this face page.

(2) All subscribers must complete and sign Exhibit 1 and Exhibit 2.

(3) All subscribers should return their completed documents by email or fax to the Corporation at nrusaw@transitiontherapeutics.com or 416-260-2886, Attention: N. Nicole Rusaw

This Subscription Agreement is comprised of 9 pages (not including Exhibits 1 and 2)

TO: Transition Therapeutics Inc. (the Corporation)

The undersigned (hereinafter referred to as the Subscriber) hereby irrevocably subscribes for and agrees to purchase the number of units of the Corporation (Units) set forth below for the aggregate subscription price set forth below (the Aggregate Subscription Price), representing a subscription price of US$4.19 per Unit, upon and subject to the terms and conditions set forth in “Terms and Conditions of Subscription for Units of Transition Therapeutics” attached hereto (together with the face pages and the attached Exhibits, the Subscription Agreement). Each Unit consists of (i) one common share in the capital of the Corporation (a Common Share), (ii) 0.325 Common Share purchase warrant with a purchase price of US$4.60 per whole Warrant (the 460 Warrants), and (iii) 0.400 Common Share purchase warrant with a purchase price of US$6.50 per whole Warrant (the 650 Warrants and collectively with the 460 Warrants, the Warrants), with each whole Warrant entitling the holder thereof to purchase one Common Share for a period of twenty four months from the Closing Date (as defined herein).

(Name of Subscriber - please print) By:                                                                                                                                   (Authorized Signature) (Official Capacity or Title - please print) (Please print name of individual whose signature appears above if different than the name of the Subscriber printed above.) (Subscriber’s Residential Address) (Telephone Number) (E-Mail Address)

Number of Units: Aggregate Subscription Price: US$ (No. of Units x US$[•] per Unit)

Register the Units as set forth below: (Name) (Account reference, if applicable) (Address)

Deliver the Units as set forth below: (Name) (Account reference, if applicable) (Contact Name) (Address)

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Subscriber’s Present Holdings:

The Subscriber represents that securities of the Corporation presently owned (beneficially, directly or indirectly) by the Subscriber or over which the Subscriber exercises control or direction, are as follows (please indicate “nil” if you do not currently own or control any securities of the Corporation):

Type of Securities Presently Owned Number or Amount

The Subscriber represents that the Subscriber is ¨ or is not ¨ (check one) an insider of the Corporation (as defined in Exhibit 2).

The Subscriber represents that the Subscriber is ¨ or is not ¨ (check one) a promoter of the Corporation (as defined in Exhibit 2).

ACCEPTANCE: The Corporation hereby accepts the subscription as set forth above on the terms and conditions contained in this Subscription Agreement.

                                             , 2013.

TRANSITION THERAPEUTICS INC.   By:                                        Subscription No:

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TERMS AND CONDITIONS OF SUBSCRIPTION FOR

UNITS OF TRANSITION THERAPEUTICS INC.

Terms of the Offering

1. The Subscriber acknowledges that this subscription is subject to rejection, acceptance or allotment by the Corporation in whole or in part.

2. The Subscriber acknowledges that the Units subscribed for by it hereunder form part of a larger issuance and sale by the Corporation of up to 2,625,300 Units at a subscription price of US$4.19 per Unit (the Offering) but that completion of the Offering is not subject to the Corporation receiving any minimum amount of subscriptions.

Representations and Warranties of the Corporation

3. The Corporation hereby represents and warrants to the Subscriber (and acknowledges that the Subscriber is relying thereon) that:

(a) the Corporation is a duly incorporated and validly subsisting corporation under the laws of its jurisdiction of incorporation and is duly registered to carry on business in each jurisdiction where such registration is necessary; and

(b) the Corporation has full corporate power and authority to execute, deliver and perform each of its obligations under this Subscription Agreement, including the issuance of the Common Shares, the Warrants and the Common Shares issuable upon exercise of the Warrants (collectively, the Securities); and

(c) the Corporation is and will be at the Closing Time a “reporting issuer” as such term is defined under the Applicable Securities Laws (as defined below) in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec (the Canadian Reporting Jurisdictions) and files reports with the U.S. Securities and Exchange Commission (the SEC and together with the Canadian Reporting Jurisdictions, the Reporting Jurisdictions) and is not and at the Closing Time will not be in default of any requirement in relation thereto. For purposes hereof the term Applicable Securities Laws means, collectively, all applicable securities legislation and the respective rules and regulation made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in the Reporting Jurisdictions; and

(d) the Common Shares of the Corporation are listed and posted for trading on the Toronto Stock Exchange (the TSX) under the symbol “TTH” and on The Nasdaq Stock Market (Nasdaq) under the symbol “TTHI”; and

(e) no order by any securities commission or similar regulatory body preventing, ceasing or suspending trading in any securities of the Corporation or prohibiting the issue and sale of securities by the Corporation has been issued which remains outstanding and no proceedings for such purposes have been instituted or, to the knowledge of the Corporation threatened; and

(f) except as disclosed in the Public Record (as defined below), there has been no material adverse effect on, or material adverse change in, or a group of such effects on or changes in (i) the assets, business, properties, prospects, operations, or financial condition of the Corporation and its subsidiaries, taken as a whole, or (ii) the ability of the Corporation to perform its obligations under this Agreement, since the date of the most recently audited financial statements (the Financial Statements) other than as has been disclosed in the forms, reports, schedules, statements, certifications, material change reports and other documents filed with the applicable securities regulatory authorities in the Reporting Jurisdictions in compliance or intended compliance with Applicable Securities Laws (such form, reports, schedules, statements, certifications, material change reports and other documents referred to in this Subsection as the Public Record); and

(g) the Financial Statements were prepared in accordance with International Financial Reporting Standards consistently applied (except as otherwise stated therein or in the notes thereto) and fairly present in all material respects the financial condition of the Corporation and other entities covered thereby at the respective dates of such statements, and the results of their operations for the periods covered thereby; and

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(h) the Public Record did not contain any misrepresentation within the meaning of Applicable Securities Laws as of the respective dates of filing; and

(i) this Subscription Agreement, when accepted by the Corporation, will constitute a valid and binding obligation of the Corporation, enforceable in accordance with its terms; and

(j) the Common Shares and the Common Shares issuable upon the exercise of the Warrants, when issued in accordance with this Subscription Agreement will be duly and validly created, authorized and issued, and be fully paid and non-assessable shares in the capital of the Corporation; and

(k) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this Subscription Agreements by the Corporation or any of the transactions contemplated thereby, does not and will not result in any breach of or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of shareholders or directors of the Corporation, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any law, judgment, decree, order, statute, rule or regulation applicable to the Corporation, which default or breach might reasonably be expected to materially adversely affect the business, operations, assets, capital or condition (financial or otherwise) of the Corporation; and

(l) there are no actions, suits, proceedings or inquiries pending or threatened against or affecting the Corporation at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which in any way materially adversely affects, or may in any way materially adversely affect, the business, operations, capital or condition (financial or otherwise) of the Corporation or its assets or which affects or may affect the distribution of the Units and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might by commenced with any reasonable likelihood of success.

Representations, Warranties and Covenants of the Subscriber

4. The Subscriber represents, warrants and covenants to the Corporation (and acknowledges that the Corporation and its counsel are relying thereon) that both at the date hereof and at the Closing Time (as defined herein):

(a) it has been independently advised as to restrictions with respect to trading in the Securities imposed by applicable securities laws, confirms that no representation (written or oral) has been made to it by or on behalf of the Corporation with respect thereto, acknowledges that it is aware of the characteristics of the Securities, the risks relating to an investment therein and of the fact that it may not be able to resell the Securities except in accordance with limited exemptions under Applicable Securities Laws until expiry of the applicable restricted period and compliance with the other requirements of Applicable Securities Laws; and it agrees that, in addition to any further legend which may be required by the Toronto Stock Exchange, any certificates representing the Common Shares, the Warrants and (if applicable) the Common Shares issuable upon exercise of the Warrants are to bear the following legend indicating that the resale of such securities is restricted (in addition to any other legend required under the Applicable Securities Laws of the United States described in Exhibit 1):

“Unless permitted under securities legislation, the holder of this security must not trade the security before December 16, 2013.”

and the Subscriber further acknowledges that it has been advised to consult its own legal counsel in its jurisdiction of residence for full particulars of the resale restrictions applicable to it; and

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(b) it has not received or been provided with, nor has it requested, nor does it have any need to receive, any offering memorandum, any prospectus, sales or advertising literature, or any other document (other than an annual report, annual information form, interim report, information circular or any other continuous disclosure document, the content of which is prescribed by Applicable Securities Laws) describing or purporting to describe the business and affairs of the Corporation which has been prepared for delivery to, and review by, prospective purchasers in order to assist them in making an investment decision in respect of the Securities; and

(c) it has not become aware of any advertisement in printed media of general and regular paid circulation (or other printed public media), radio, television or telecommunications or other form of advertisement (including electronic display and the internet) with respect to the distribution of the Securities; and

(d) it understands that the Securities are being offered for sale only on a “private placement” basis and that the sale and delivery of the Securities is conditional upon such sale being exempt from the requirements as to the filing of a prospectus or delivery of an offering memorandum or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum and, as a consequence (i) the Subscriber is restricted from using most of the civil remedies available under Applicable Securities Laws, (ii) the Subscriber may not receive information that would otherwise be required to be provided to it under Applicable Securities Laws, and (iii) the Corporation is relieved from certain obligations that would otherwise apply under Applicable Securities Laws; and

(e) it is purchasing the Units as principal for its own account, not for the benefit of any other person, for investment only and not with a view to the resale or distribution of all or any of the Units, it is resident in, was offered the Units in and executed this Agreement in the jurisdiction set out as the “Subscriber’s Residential Address” on the face page hereof, and it is an “accredited investor” that meets the requirements set forth in Rule 501(a)1, 2, 3, 4, 5, 6, 7 or 8 of Regulation D under the United States Securities Act of 1933, as amended (the U.S. Securities Act) and has concurrently executed and delivered a Representation Letter in the form attached to this Subscription Agreement as Exhibit 1; and

(f) it is an “accredited investor” for the purposes of the Applicable Securities Laws of Canada as defined in Schedule A to Exhibit 2 attached hereto, it was not created and is not used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of such definition and it has concurrently executed and delivered a Representation Letter in the form attached to this Subscription Agreement as Exhibit 2; and

(g) it certifies that it is not resident in or otherwise subject to applicable securities laws of any province or territory of Canada and it acknowledges that:

(i) no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(ii) there is no government or other insurance covering the Securities;

(iii) there are risks associated with the purchase of the Securities;

(iv) there are restrictions on the Subscriber’s ability to resell the Securities and it is the responsibility of the Subscriber to find out what those restrictions are and to comply with them before selling the Securities; and

(v) the Corporation has advised the Subscriber that the Corporation is relying on an exemption from the requirements to provide the Subscriber with a prospectus and to sell securities through a person or company registered to sell securities under the Securities Act (Alberta), the Securities Act (British Columbia), and the Securities Act (Ontario) and other Applicable Securities Laws and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (Alberta), the Securities Act (British Columbia), and the Securities Act (Ontario) and other Applicable Securities Laws, including statutory rights of rescission or damages, will not be available to the Subscriber; and

(vi) the certificate representing the Securities will be endorsed with legends stating that the Securities will be subject to restrictions on resale in accordance with Applicable Securities Laws; and

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(h) it undertakes and agrees that it will not resell the Securities, except in accordance with the provisions of Applicable Securities Laws and stock exchange rules; and

(i) if it is not an individual, it pre-existed the offering of the Securities and has a bona fide business purpose other than the investment in the Securities and was not created, formed or established solely or primarily to acquire securities, or to permit purchases of securities without a prospectus, in reliance on an exemption from the prospectus requirements of Applicable Securities Laws; and

(j) if it is a corporation, partnership, trust, unincorporated association or other entity, it has the legal capacity to enter into and be bound by this Subscription Agreement and further certifies that all necessary approvals of directors, trustees, fiduciaries, shareholders, partners, stakeholders, holders of voting securities or otherwise have been given and obtained; and

(k) if it is an individual, it is of the full age of majority and is legally competent to execute this Subscription Agreement and take all action pursuant hereto; and

(l) the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms or provisions of any law applicable to the Subscriber, or if the Subscriber is not a natural person, any of such person’s constating documents, or any agreement to which such person is a party or by which it is bound; and

(m) this Subscription Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber; and

(n) it has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of its investment in the Securities and is able to, and agrees to, bear the economic risk of loss of its investment; and

(o) except for the representations and warranties made by the Corporation herein, it has relied solely upon publicly available information relating to the Corporation and not upon any verbal or written representation as to fact or otherwise made by or on behalf of the Corporation; and

(p) acknowledges that the Corporation’s counsel is acting as counsel to the Corporation and not as counsel to the Subscriber (or any person on whose behalf the Subscriber is contracting); and

(q) if required by Applicable Securities Laws or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing, such reports, undertakings and other documents with respect to the issue of the Securities (including, without limitation this Subscription Agreement and the Representation Letters in the forms attached as Exhibits 1 and 2); and

(r) the acquisition of the Securities hereunder by the Subscriber will not result in the Subscriber becoming a “control person” in respect of the Corporation, as defined under Applicable Securities Laws; and

(s) no person has made to the Subscriber any written or oral representations (i) that any person will resell or repurchase the Securities (except in accordance with the articles of the Corporation), or (ii) that any person will refund the purchase price of the Securities, or (iii) as to the future price or value of the Securities, or (iv) as to any of the Securities being issued pursuant to this Subscription Agreement being listed on any stock exchange; and

(t) the Aggregate Subscription Price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purposes of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the PCMLA) and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber’s name and

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other information relating to this Agreement and the Subscriber’s subscription hereunder, on a confidential basis, pursuant to the PCMLA; and to the best of its knowledge (i) none of the subscription funds to be provided by the Subscriber (A) have been or will be derived from or related to any activity that is deemed criminal under the laws of Canada, the United States of America, or any other jurisdiction, or (B) are being tendered on behalf of a person or entity who has not been identified to the Subscriber, and (ii) it shall promptly notify the Corporation if the Subscriber discovers that any of such representations ceases to be true, and to provide the Corporation with appropriate information in connection therewith; and

(u) the Subscriber has been encouraged to obtain independent legal, income tax and investment advice with respect to this subscription for Shares and accordingly, has had the opportunity to acquire an understanding of the meanings of all terms contained herein relevant to the Subscriber for purposes of giving representations, warranties and covenants under this Subscription Agreement.

Closing

5. The Subscriber agrees to deliver by email or fax to the Corporation at nrusaw@transitiontherapeutics.com or 416-260-2886, Attention: N. Nicole Rusaw: (a) this duly completed and executed Subscription Agreement; and (b) fully executed and completed Representation Letters in the forms of Exhibits 1 and 2 attached hereto on or before the date of the public announcement of the Offering by the Corporation.

6. The Subscriber agrees to wire (pursuant to the instructions below) to the Corporation no later than 5:00 p.m. (Toronto time) on the day that is two business days before the Closing Date (as defined below) the Aggregate Subscription Price or to make payment of the Aggregate Subscription Price in such other manner as is acceptable to the Corporation. If this Subscription Agreement is rejected in whole or in part, the Subscriber acknowledges that the unused portion of the Aggregate Subscription Price will be promptly returned to it without interest. For the purposes hereof, “business day” means a day other than a Saturday, Sunday or any other day on which the principal chartered banks in Toronto, Ontario are not open for business. The wire instructions are as follows:

WIRE INSTRUCTIONS (Incoming US$ wires):

Beneficiary: Transition Therapeutics Inc.

Beneficiary Address: 101 College St., Suite 220, Toronto, ON., M5G 6X5

Beneficiary Bank: RBC Royal Bank

Bank Address: 6880 Financial Dr., Mississauga, Ontario L5N 7Y5

Account #:4006144

Branch #/Transit: 03212

Bank #: 003

SWIFT Code: ROYCCAT2

Currency: USD

Intermediary/Correspondent Bank: JP Morgan Chase

SWFIT Code: CHASUS33 ABA #: 021000021

7. The sale of the Units pursuant to this Subscription Agreement will be completed at the offices of Norton Rose Fulbright Canada LLP, the Corporation’s counsel, in Calgary, Alberta at 8:30 a.m. (Toronto time) or such other time as is established by the Corporation (the Closing Time) on August 15, 2013 or such other date as is established by the Corporation (the Closing Date). At the Closing Time, the Subscriber shall have delivered to the Corporation this Subscription Agreement and the Aggregate Subscription Price against delivery by the Corporation of the certificates representing the Common Shares and the Warrants.

8. The Corporation shall be entitled to rely on an executed copy of this Subscription Agreement delivered via facsimile or electronically (including e-mail), and acceptance by the Corporation of such executed copy of this Subscription Agreement shall be legally effective to create a valid and binding agreement between the Subscriber and the Corporation in accordance with the terms hereof. In addition, this Subscription Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same document. If less than a complete copy of this Subscription Agreement is delivered to the Corporation at the Closing Time, the Corporation shall be entitled to assume that the Subscriber accepts and agrees with all of the terms and conditions of this Subscription Agreement on the pages not delivered at the Closing Time unaltered.

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General

9. The Subscriber agrees that the representations, warranties and covenants of the Subscriber herein will be true and correct both as of the Subscriber’s execution of this Subscription Agreement and as of the Closing Time and will survive the completion of the issuance of the Securities. The representations, warranties and covenants of the Subscriber herein are made with the intent that they be relied upon by the Corporation and its counsel in determining the eligibility of a purchaser of Units and the Subscriber agrees to indemnify and save harmless the Corporation and its affiliates, shareholders, directors, officers, employees, counsel and agents against all losses, claims, costs, expenses and damages or liabilities which any of them may suffer or incur which are caused or arise from a breach thereof. The Subscriber undertakes to immediately notify the Corporation at 101 College St., Suite 220, Toronto, ON., M5G 6X5, Attention: N. Nicole Rusaw, Telephone: 416-260-7770 x202; Email: nrusaw@transitiontherapeutics.com , of any change in any statement or other information relating to the Subscriber set forth herein which takes place prior to the Closing Time.

10. The obligations of the parties hereunder are subject to acceptance of the terms of the Offering by the TSX and any other required regulatory approvals.

11. The Subscriber acknowledges that this Subscription Agreement and the Exhibits hereto require the Subscriber to provide certain personal information to the Corporation. Such information is being collected by the Corporation for the purposes of completing the Offering, which includes, without limitation, determining the Subscriber’s eligibility to purchase the Securities under applicable securities laws, preparing and registering certificates representing the Securities to be issued to the Subscriber and completing filings required by any stock exchange or securities regulatory authority. The Subscriber’s personal information will be included in closing books prepared in connection with the Offering and may be disclosed by the Corporation to: (i) stock exchanges and/or securities regulatory authorities (including the OSC and BCSC, as defined below); (ii) the Corporation’s registrar and transfer agent; (iii) Canadian tax authorities; (iv) any of the other parties involved in the Offering, including legal counsel; and (v) other parties subsequent to the Offering, including legal counsel, reviewing closing books prepared in connection with the Offering. By executing this Subscription Agreement, the Subscriber:

(a) consents to the foregoing collection, use and disclosure of the Subscriber’s personal information;

(b) consents to the filing of copies or originals of any of the Subscriber’s documents delivered in connection with this Subscription Agreement as may be required to be filed with any stock exchange or securities regulatory authority in connection with the transactions contemplated hereby;

(c) acknowledges that it has been notified by the Corporation (i) of the requirement to deliver to the Ontario Securities Commission (the OSC) the full name, residential address and telephone number of the purchaser of the securities, the number and type of securities purchased, the total purchase price, the exemption relied upon and the date of distribution; (ii) that this information is being collected indirectly by the OSC under the authority granted to it in securities legislation; (iii) that this information is being collected for the purposes of the administration and enforcement of the securities legislation of Ontario; and (iv) that the Administrative Support Clerk can be contacted at Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, or at (416) 593-3684, and can answer any questions about the OSC’s indirect collection of this information; and

(d) acknowledges that it has been notified by the Corporation that the following information concerning the Subscriber required to be delivered to the British Columbia Securities Commission (the BCSC) will be made public: (i) if the Subscriber is an individual, the full name of the Subscriber, whether or not the Subscriber is an insider of the Corporation or a registrant, the number and type of Units purchased and the total purchase price paid pursuant to the Offering; or (ii) if the Subscriber is not an individual, the full name, address and telephone number of a contact person of the Subscriber, whether or not the Subscriber is an insider of the Corporation or a registrant, the number and type of Units purchased and the total purchase price paid pursuant to the Offering.

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12. The Subscriber acknowledges and agrees that all costs incurred by the Subscriber (including any fees and disbursements of any counsel retained by the Subscriber) relating to the sale of the Securities to the Subscriber shall be borne by the Subscriber.

13. The contract arising out of this Subscription Agreement and all documents relating thereto is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

14. Time is of the essence hereof.

15. This Subscription Agreement represents the entire agreement of the parties hereto relating to the subject matter hereof and there are no representations, covenants or other agreements relating to the subject matter hereof except as stated or referred to herein.

16. The terms and provisions of this Subscription Agreement are binding upon and enure to the benefit of the Subscriber and the Corporation and their respective heirs, executors, administrators, successors and assigns; provided that, except for as otherwise herein provided, this Subscription Agreement is not assignable by any party hereto without prior written consent of the other parties.

17. The Subscriber agrees that this subscription is made for valuable consideration and may not be withdrawn, cancelled, terminated or revoked by the Subscriber.

18. Neither this Subscription Agreement nor any provision hereof shall be modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

19. The invalidity, illegality or unenforceability of any provision of this Subscription Agreement does not affect the validity, legality or enforceability of any other provision hereof.

20. The headings used in this Subscription Agreement have been inserted for convenience of reference only and shall not affect the meaning or interpretation of this Subscription Agreement or any provision hereof.

21. The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

22. In this Subscription Agreement (including exhibits), references to “$” are to Canadian dollars, unless otherwise indicated.

EXHIBIT 1

REPRESENTATION LETTER

(FOR ALL SUBSCRIBERS)

TO: Transition Therapeutics Inc. (the Corporation)

(Capitalized terms not specifically defined in this Exhibit have the meaning ascribed to them in the Subscription Agreement to which this Exhibit is attached)

In connection with the execution by the undersigned Subscriber of the Subscription Agreement of which this Representation Letter forms a part, the undersigned Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

1. It has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Units and it is able to bear the economic risk of loss of its entire investment.

2. The Corporation has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Corporation as it has considered necessary or appropriate in connection with its investment decision to acquire the Units.

3. It is acquiring the Units as principal for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Units.

4. It understands the Units have not been and will not be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or the securities laws of any state of the United States, and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements and that the Units cannot be resold, pledged or otherwise transferred, directly or indirectly, unless they are registered under the U.S. Securities Act or unless an exemption or exclusion from registration thereunder is available.

5. It satisfies one or more of the categories indicated below (please place an “X” on the appropriate lines):

An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of US$5,000,000;

A trust that (a) has total assets in excess of US$5,000,000, (b) was not formed for the specific purpose of acquiring the Units and (c) is directed in its purchases of securities by a person who has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Units;

A bank as defined in Section 3(a)(2) of the U.S. Securities Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the U.S. Securities Act, whether acting in its individual capacity or fiduciary capacity;

A broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934;    

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An insurance company as defined in Section 2(a)(13) of the U.S. Securities Act;

A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees that has total assets in excess of US$5,000,000;

An employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974 for which the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or that has total assets in excess of US$5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

An investment company registered under the United States Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;

A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the United States Small Business Investment Act of 1958;

A private business development company as defined in Section 202(a)(22) of the United States Investment Advisers Act of 1940;

A director or executive officer of the Corporation;

A natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds US$1,000,000;

A natural person who had an individual income in excess of US$200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; or

An entity in which all of the equity owners are accredited investors.

6. It has not purchased the Units as a result of any form of general solicitation or general advertising (as such terms are used in Regulation D under the U.S. Securities Act), including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

7. If it decides to offer, sell, pledge or otherwise transfer any of the Securities, it will not offer, sell, pledge or otherwise transfer any of such Securities, directly or indirectly, unless:

(a) the transfer is made pursuant to registration of the Securities under the U.S. Securities Act;

(b) the transfer is to the Corporation;

(c) the transfer is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the U.S. Securities Act and in compliance with applicable local laws and regulations;

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(d) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144 or Rule 144A thereunder, if available, and, in either case, in accordance with any applicable state securities or “blue sky” laws; or

(e) the Securities are transferred in any other transaction that does not require registration under the U.S. Securities Act or any applicable state securities or “blue sky” laws; and

it has prior to any transfer pursuant to subsection (d) or (e) (and if required by the Corporation or the registrar and transfer agent for the Securities, subsection (b)) furnished to the Corporation an opinion of counsel or other evidence reasonably satisfactory to the Corporation to such effect.

8. Upon the original issuance of the Common Shares, the Warrants and (if applicable) the Common Shares issuable upon exercise of the Warrants, until such time as it is no longer required under applicable requirements of the U.S. Securities Act or applicable state securities laws, the certificates representing the the Common Shares, the Warrants and (if applicable) the Common Shares issuable upon exercise of the Warrant (and any certificates issued in exchange or substitution for the Securities) will bear a legend in substantially the form as follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF TRANSITION THERAPEUTICS INC (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”

If the Corporation is a “foreign issuer” within the meaning of Regulation S under the U.S. Securities Act at the time of transfer outside the United States in accordance with Rule 904 of Regulation S, a new certificate, which will constitute “good delivery” in settlement of transactions on Canadian stock exchanges, will be made available to the Subscriber upon provision by the Subscriber of a declaration in the form attached as Appendix A or in such other form that is acceptable to the Corporation, together with any other evidence, which may include a legal opinion reasonably satisfactory in form and substance to the Corporation, required by the Corporation or the registrar and transfer agent for the Securities.

If any of the Securities are being sold pursuant to Rule 144 under the U.S. Securities Act, the legend may be removed by delivery to the registrar and transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws.

9. It understands and acknowledges that the Corporation is not obligated to file and has no present intention of filing with the U.S. Securities and Exchange Commission (the SEC) or with any state securities administrator any registration statement in respect of resales of the Securities in the United States.

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10. It understands and agrees that there may be material tax consequences to the Subscriber of an acquisition, holding or disposition of the Securities. The Corporation gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the undersigned’s acquisition, holding or disposition of such Securities and the Subscriber acknowledges that it is solely responsible for determining the tax consequences of its investment. In particular, no determination has been made whether the Corporation is, or will be, a “passive foreign investment company” within the meaning of Section 1297 of the United States Internal Revenue Code of 1986, as amended.

11. It understands and agrees that the financial statements of the Corporation have been prepared in accordance with International Financial Reporting Standards, which differ in some respects from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies.

12. It consents to the Corporation making a notation on its records or giving instructions to any transfer agent for the Securities in order to implement the restrictions on transfer set forth and described in this Exhibit 1.

13. It understands that the Securities are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and that the U.S. Securities Act and the rules of the SEC provide that the Subscriber may dispose of the Securities only pursuant to an effective registration statement under the U.S. Securities Act or an exemption or exclusion from registration under the U.S. Securities Act, and the Subscriber understands that the Corporation has no obligation to register any of the Securities or to take action so as to permit sales pursuant to the U.S. Securities Act (including Rule 144 thereunder) or state securities laws. Accordingly, the Subscriber understands that absent registration, under the rules of the SEC, the Subscriber may be required to hold the Securities indefinitely or to transfer the Securities in “private placements” that are exempt from registration under the U.S. Securities Act, in which event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of the Subscriber. As a consequence, the Subscriber understands that it must bear the economic risks of the investment in the Securities for an indefinite period of time.

14. It understands and acknowledges that Rule 144 under the 1933 Act is not available for resales of securities of issuers that have ever had (i) no or nominal operations and (ii) no or nominal assets other than cash and cash equivalents. Therefore, if the Corporation were ever to be deemed to be, or to have ever been, such an issuer, Rule 144 under the U.S. Securities Act may be unavailable for resales of the Securities, unless and until the Corporation has satisfied the applicable conditions.

15. It understands and acknowledges that the Corporation (i) is not obligated to remain a “foreign issuer” (as defined in Regulation S under the U.S. Securities Act; (ii) may not, at the time the Securities are resold by it or at any other time, be a foreign issuer, and (iii) may engage in one or more transactions that could cause the Corporation not to be a foreign issuer. If the Corporation is not a foreign issuer at the time of any transfer of the Securities pursuant to Rule 904 of Regulation S under the U.S. Securities Act, the certificates representing the Securities may continue to bear the legend contained above.

16. Upon execution of this Exhibit 1 by the undersigned Subscriber, this Exhibit 1 and Appendix A hereto shall be incorporated into and form a part of the Subscription Agreement to which this Exhibit is attached.

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Dated:                                         , 2013.

Print name of Subscriber
By:
	Signature
Print name of Signatory (if different from the Subscriber)
Title

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APPENDIX A

TO EXHIBIT 1

Declaration for removal of legend

TO: Computershare Trust Company of Canada as registrar and transfer agent for the common shares of Transition Therapeutics Inc. (the Corporation)

RE: Sale of                                         , represented by certificate number                     (describe securities)

The undersigned (a) acknowledges that the sale of the securities of Transition Therapeutics Inc. (the Corporation) to which this declaration relates is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the U.S. Securities Act) and (b) certifies that (1) the undersigned is not an affiliate (as that term is defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such securities was not made to a person in the United States and either (A) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (B) the transaction was executed in, on or through the facilities of the TSX Venture Exchange or the Toronto Stock Exchange or another designated offshore securities market as defined in Regulation S under the U.S. Securities Act and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such securities with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S under the U.S. Securities Act, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

By:		Dated:
	Signature
Name (please print)

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EXHIBIT 2

REPRESENTATION LETTER

(FOR ALL SUBSCRIBERS)

TO: Transition Therapeutics (the Corporation)

(Capitalized terms not specifically defined in this Exhibit have the meaning ascribed to them in the Subscription Agreement to which this Exhibit is attached)

In connection with the execution by the undersigned Subscriber of the Subscription Agreement which this Representation Letter forms a part of, the undersigned Subscriber hereby represents, warrants, covenants and certifies to the Corporation that:

1. the undersigned Subscriber is resident in the United States and is purchasing the Units as principal for its own account;

2. the undersigned Subscriber is an “accredited investor” within the meaning of National Instrument 45-106 “Prospectus and Registration Exemptions” (NI 45-106) by virtue of satisfying the indicated criterion as set out in Appendix A to this Representation Letter;

3. the undersigned Subscriber was not created, and is not used, solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106; and

4. upon execution of this Representation Letter by the undersigned Subscriber, this Representation Letter, including Appendix A hereto, shall be incorporated into and form a part of the Subscription Agreement.

Dated:                                         , 2013.

Print name of Subscriber
By:
	Signature
Print name of Signatory (if different from Subscriber)
Title

IMPORTANT: PLEASE INITIAL THE APPLICABLE PROVISION(S) IN

APPENDIX A ON THE FOLLOWING PAGES

APPENDIX A

TO EXHIBIT 2

NOTE: PLEASE MARK YOUR INITIALS BESIDE THE APPLICABLE CATEGORY OR CATEGORIES OF “ACCREDITED INVESTOR” TO WHICH YOU BELONG.

Accredited Investor (defined in NI 45-106) means:

(a)	a Canadian financial institution, or a Schedule III bank; or
(b)	the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
(c)	a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary; or
(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador); or
(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d); or
(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada; or
(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec; or
(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government; or
(i)	a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada; or
(j)	an individual who, either alone or with a spouse, beneficially owns financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000; or
(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year; or
	(Note: if individual accredited investors wish to purchase through wholly- owned holding companies or similar entities, such purchasing entities must qualify under section (t) below, which must be initialled)

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(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000; or
(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements; or
(n)	an investment fund that distributes or has distributed its securities only to
	(i)	a person that is or was an accredited investor at the time of the distribution,
	(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [minimum amount investment], or 2.19 [additional investment in investment funds] of NI 45-106, or
	(iii)	a person described in paragraph (A) or (B) that acquires or acquired securities under section 2.18 [investment fund reinvestment] of NI 45-106; or
(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt; or
(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be; or
(q)	a person acting on behalf of a fully managed account managed by that person, if that person
	(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
	(ii)	in Ontario, is purchasing a security that is not a security of an investment fund; or
(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded; or
(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function; or
(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors (as defined in NI 45-106); or
(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as an accredited investor.

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For the purposes hereof:

“affiliate” means an issuer connected with another issuer because (a) one of them is the subsidiary of the other, or (b) each of them is controlled by the same person;

“bank” means a bank named in Schedule I or II of the Bank Act (Canada);

“Canadian financial institution” means (a) an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative credit society for which an order has been made under section 473(1) of that Act, or (b) a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;

“consultant” means for an issuer, a person, other than an employee, executive officer, or director of the issuer or of a related entity of the issuer, that is engaged to provide services to the issuer or a related entity of the issuer, other than services provided in relation to a distribution, provides the services under a written contract with the issuer or a related entity of the issuer, and spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer and includes (a) for an individual consultant, a corporation of which the individual consultant is an employee or shareholder, and a partnership of which the individual consultant is an employee or partner; and (b) for a consultant that is not an individual, an employee, executive officer, or director of the consultant, provided that the individual employee, executive officer, or director spends or will spend a significant amount of time and attention on the affairs and business of the issuer or a related entity of the issuer;

“control person” has the same meaning as in securities legislation;

“director” means (a) a member of the board of directors of a company or an individual who performs similar functions for a company, and (b) with respect to a person that is not a company, an individual who performs functions similar to those of a director of a company;

“eligibility adviser” means (a) a person that is registered as an investment dealer and authorized to give advice with respect to the type of security being distributed, and (b) in Saskatchewan or Manitoba, also means a lawyer who is a practicing member in good standing with a law society of a jurisdiction of Canada or a public accountant who is a member in good standing of an institute or association of chartered accountants, certified general accountants or certified management accountants in a jurisdiction of Canada provided that the lawyer or public accountant must not: (i) have a professional, business or personal relationship with the issuer, or any of its directors, executive officers, founders, or control persons, and (ii) have acted for or been retained personally or otherwise as an employee, executive officer, director, associate or partner of a person that has acted for or been retained by the issuer or any of its directors, executive officers, founders or control persons within the previous 12 months;

“executive officer” means, for an issuer, an individual who is a chair, vice-chair or president, a vice-president in charge of a principal business unit, division or function including sales, finance or production, or performing a policy-making function in respect of the issuer;

“financial assets” means (a) cash, (b) securities, or (c) a contract of insurance, a deposit or an evidence of a deposit that is not a security for the purposes of securities legislation;

“foreign jurisdiction” means a country other than Canada or a political subdivision of a country other than Canada;

“founder” means, in respect of an issuer, a person who, acting alone, in conjunction, or in concert with one or more persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, and at the time of the distribution or trade is actively involved in the business of the issuer;

“fully managed account” means an account of a client for which a person makes the investment decisions if that person has full discretion to trade in securities for the account without requiring the client’s express consent to a transaction;

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“holding entity” means a person that is controlled by an individual;

“individual” means a natural person, but does not include (a) a partnership, unincorporated association, unincorporated syndicate, unincorporated organization or a trust, or (b) a natural person in the person’s capacity as trustee, executor, administrator or other legal personal representative;

“insider” means: (a) a director or an officer of an issuer; (b) a director or an officer of a person that is itself an insider or a subsidiary of an issuer; (c) a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of an issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the person as underwriter in the course of a distribution; (d) an issuer that has purchased, redeemed or otherwise acquired a security of its own issue, for so long as it continues to hold that security; (e) a person designated as an insider in an order made under the Securities Act (British Columbia); or (f) a person that is in a prescribed class of persons;

“investment fund” means a mutual fund or a non-redeemable investment fund, and, for greater certainty in British Columbia, includes an employee venture capital corporation that does not have a restricted constitution , and is registered under Part 2 of the Employee Investment Act (British Columbia), R.S.B.C. 1996 c.112, and whose business objective is making multiple investments and a venture capital corporation registered under Part 1 of the Small Business Venture Capital Act (British Columbia), R.S.B.C. 1996 c.429 whose business objective is making multiple investments;

“jurisdiction” means a province or territory of Canada except when used in the term “foreign jurisdiction”;

“local jurisdiction” means the jurisdiction in which the applicable Canadian securities regulatory authority is situate;

“mutual fund” has the meaning ascribed to it under the securities legislation of the local jurisdiction;

“non-redeemable investment fund” means an issuer (a) whose primary purpose is to invest money provided by its securityholders, (b) that does not invest: (i) for the purpose of exercising or seeking to exercise control of an issuer, other than an issuer that is a mutual fund or a non-redeemable investment fund, or (ii) for the purpose of being actively involved in the management of any issuer in which it invests, other than an issuer that is a mutual fund or a non-redeemable investment fund, and (c) that is not a mutual fund;

“permitted assign” means, for a person that is an employee, executive officer, director or consultant of an issuer or of a related entity of the issuer, a trustee, custodian, or administrator acting on behalf of, or for the benefit of the person, a holding entity of the person, a RRSP, RRIF or TFSA of the person, a spouse of the person, a trustee, custodian, or administrator acting on behalf of, or for the benefit of the spouse of the person, a holding entity of the spouse of the person, or a RRSP, RRIF or TFSA of the spouse of the person;

“person” includes (a) an individual, (b) a corporation, (c) a partnership, trust, fund and an association, syndicate, organization or other organized group of persons, whether incorporated or not, and (d ) an individual or other person in that person’s capacity as a trustee, executor, administrator or personal or other legal representative;

“promoter” means a person who (a) acting alone or in concert with one or more other persons, directly or indirectly, takes the initiative in founding, organizing or substantially reorganizing the business of the issuer, or (b) in connection with the founding, organization or substantial reorganization of the business of the issuer, directly or indirectly receives, in consideration of services or property or both, 10% or more of a class of the issuer’s own securities or 10% or more of the proceeds from the sale of a class of the issuer’s own securities of a particular issue, but does not include a person who (c) receives securities or proceeds referred to in paragraph (b) solely (i) as underwriting commissions, or (ii) in consideration for property, and (d) does not otherwise take part in founding, organizing or substantially reorganizing the business;

“regulator” means, for the local jurisdiction, the person referred to in Appendix D of National Instrument 14-101 opposite the name of the local jurisdiction;

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“related liabilities” means (a) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (b) liabilities that are secured by financial assets;

“Schedule III bank” means an authorized foreign bank named in Schedule III of the Bank Act (Canada);

“spouse” means an individual who (a) is married to another individual and is not living separate and apart within the meaning of the Divorce Act (Canada), from the other individual, (b) is living with another individual in a marriage-like relationship, including a marriage-like relationship between individuals of the same gender, or (c) in Alberta, is an individual referred to in paragraph (a) or (b), or is an adult interdependent partner within the meaning of the Adult Interdependent Relationships Act (Alberta); and

“subsidiary” means an issuer that is controlled directly or indirectly by another issuer and includes a subsidiary of that subsidiary.

Control

A person (first person) is considered to control another person (second person) if the first person beneficially owns or, directly or indirectly, exercises control or direction over securities of the second person carrying votes which, if exercised, would entitle the first person to elect a majority of the directors of the second person, unless that first person holds the voting securities only to secure an obligation, the second person is a partnership, other than a limited partnership, and first person holds more than 50% of the interests of the partnership, or the second person is a limited partnership and the general partner of the limited partnership is the first person.

In respect of the definitions of “holding entity” and “related entity” above, a person (first person) is considered to control another person (second person) if the first person, directly or indirectly, has the power to direct the management and policies of the second person by virtue of ownership of or direction over voting securities in the second person, a written agreement or indenture, being the general partner or controlling the general partner of the second person, or being a trustee of the second person.

All monetary references are in Canadian Dollars.

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EX-99.3

EXHIBIT 3

THESE WARRANTS WILL BE VOID AND OF NO VALUE UNLESS EXERCISED BEFORE TIME OF EXPIRY (AS DEFINED HEREIN).

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [DECEMBER 16], 2013.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE HOLDING SUCH SECURITIES, AGREES FOR THE BENEFIT OF TRANSITION THERAPEUTICS INC (THE “CORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES, AFTER THE HOLDER HAS, IN THE CASE OF (C) OR (D) ABOVE, FURNISHED TO THE CORPORATION AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASE REASONABLY SATISFACTORY TO THE CORPORATION. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

TRANSITION THERAPEUTICS INC.

(Existing under the Business Corporations Act (Ontario))

Common Share Purchase Warrants

CERTIFICATE NO.                 — — WARRANTS

THIS IS TO CERTIFY THAT, FOR VALUE RECEIVED,

—

(the holder) is entitled to subscribe for and purchase, upon and subject to the terms and conditions hereinafter set forth, one fully paid and non-assessable common share (a Common Share) in the capital of Transition Therapeutics Inc. (the Corporation) (as constituted on the date hereof) for each whole warrant (a Warrant) represented hereby, at any time on or after the date hereof but prior to 5:00 p.m. (Toronto time) on [August 15, 2015] (the Time of Expiry) at and for a price of US$[•] per Common Share (the Exercise Price, as applicable).

The right to purchase Common Shares hereunder may only be exercised during the period herein specified by:

1. completing, in the manner indicated, and executing the attached subscription form for that number of Common Shares which the holder is entitled and wishes to purchase;

2. surrendering this Warrant Certificate to the Corporation at its head office at 101 College Street, Suite 220, Toronto, Ontario, Canada M5G 1L7; and

3. paying the appropriate subscription price for the Common Shares so subscribed for either by cash, certified cheque, money order or such other manner acceptable to the Corporation.

Upon surrender and payment as aforesaid, the Corporation will, subject to the terms hereof, issue to the person or persons named in the subscription form the number of Common Shares subscribed for and such person or persons will be shareholders of the Corporation in respect of such Common Shares as at the date of surrender and payment notwithstanding any delay in the issuance of a share certificate in respect thereof. As soon as practicable after surrender and payment, the Corporation will cause to be mailed to such person or persons, at the address or addresses specified in the subscription form, a certificate or certificates evidencing the Common Shares subscribed for. If the holder subscribes for a number of Common Shares which is less than the maximum number of Common Shares which could be subscribed for as the result of the exercise of all of the Warrants evidenced by this Warrant Certificate, the holder shall be entitled to receive a new Warrant Certificate (substantially in the form hereof) for that number of the Warrants not exercised so as to allow the purchase of those Common Shares that might have been subscribed for hereunder but which were not then subscribed for and purchased by the holder. In no event shall fractional Common Shares be issued in connection with the exercise of the Warrants evidenced by this Warrant Certificate. If any fractional interest in Common Shares would, except for the provisions hereof, be deliverable upon the exercise of any of the Warrants represented hereby, the Corporation shall, in lieu of such fractional interest, pay to the holder who would otherwise be entitled to receive such fractional interest upon such exercise, an amount in lawful money of the United States of America equal to the Current Market Price (as hereinafter defined) of the Common Shares multiplied by an amount equal to the fractional interest of Common Shares such holder would otherwise be entitled to receive upon such exercise, provided that the Corporation shall not be required to make any payment, calculated as aforesaid, that is less than US$10.00, and provided further that no compensation need be paid to or for the benefit of holders with respect to fractional interests in Common Shares.

The Warrants evidenced by this Warrant Certificate are exercisable at any time and from time to time on or after the date hereof up to, but not after, the Time of Expiry, upon payment in the manner and at the place provided for above.

Nothing contained herein shall confer on the holder or any other person any right to subscribe for or purchase Common Shares in the capital of the Corporation at any time subsequent to the Time of Expiry and, from and after such time, the Warrants evidenced by this Warrant Certificate and all rights hereunder shall expire and be of no further force or effect.

If this Warrant Certificate is stolen, lost, mutilated or destroyed, the Corporation may, on such reasonable terms as to indemnity or otherwise as it may impose, deliver a replacement Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed.

The Warrants evidenced by this Warrant Certificate shall not entitle the holder to any rights whatsoever as a shareholder of the Corporation.

The Warrants evidenced by this Warrant Certificate are non-transferable, except in a transaction in which there is no change in beneficial ownership.

The Exercise Price or the number of Common Shares or other securities or property purchasable upon exercise of the Warrants shall be subject to adjustment from time to time in the events and in the manner provided for below.

(a) If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall:

(i) issue Common Shares or securities exchangeable for or convertible into Common Shares without the payment of further consideration (in this paragraph (a) referred to as Convertible Securities) to all or substantially all of the holders of outstanding Common Shares as a stock dividend or make a

2

distribution on its outstanding Common Shares payable in Common Shares or Convertible Securities (other than, in each case, the issue of Common Shares or Convertible Securities to holders of outstanding Common Shares pursuant to the exercise of an option to receive dividends in the form of Common Shares or Convertible Securities in lieu of dividends paid in the ordinary course on the outstanding Common Shares);

(ii) subdivide, redivide or change its outstanding Common Shares into a greater number of shares; or

(iii) consolidate, reduce or combine its outstanding Common Shares into a smaller number of shares;

(each of the events enumerated in the clauses (i), (ii) and (iii), above, being hereinafter referred to as a Common Share Reorganization), the Exercise Price shall be adjusted effective immediately after the record date or effective date, as the case may be, which is used to determine the holders of outstanding Common Shares for the happening of a Common Share Reorganization, by multiplying the Exercise Price in effect immediately prior to such record date or effective date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date or effective date before giving effect to such Common Share Reorganization, and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where Convertible Securities are issued or distributed, the number of Common Shares that would have been issued had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

(b) If and whenever at any time after the date hereof and prior to the Time of Expiry, the Corporation shall issue rights, options or warrants to all or substantially all of the holders of the outstanding Common Shares, pursuant to which such shareholders are entitled, directly or indirectly, during a period expiring not more that 45 days after the date of such issue (the Rights Period), to subscribe for or purchase Common Shares at a price per share to the shareholder less than 95% of the Current Market Price for the Common Shares on such record date or to subscribe for or purchase securities (in this paragraph (b) referred to as Convertible Securities) exchangeable for or convertible into Common Shares at an effective subscription price per Common Share (giving effect to the terms of such subscription or purchase and of such exchange or conversion privilege) less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being hereinafter called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:

(i) the numerator of which shall be the aggregate of :

(A) the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B) a number determined by dividing: (I) either (1) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants, or options distributed under the Rights Offering and the price per share at which such Common Shares are acquired; or, as the case may be, (2) the product of the price of the Convertible Securities and the number of such Convertible Securities distributed under the Rights Offering following the expiry of the Rights Period; by (II) the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

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(ii) the denominator of which shall be the number of Common Shares outstanding immediately after the end of the Rights Period (after giving effect to the Rights Offering, including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options distributed under the Rights Offering and the number of Common Shares that would have been issued had all Convertible Securities distributed under the Rights Offering following the expiry of the Rights Period been exchanged for or converted into Common Shares).

(c) If and whenever at any time after the date hereof and prior to the Time of Expiry the Corporation shall fix a record date for the issue or the distribution to all or substantially all of the holders of outstanding Common Shares of: (i) shares of the Corporation of any class other than Common Shares (other than the issue of shares to holders of Common Shares pursuant to the exercise of an option to receive dividends in the form of such shares in lieu of dividends paid in the ordinary course on the Common Shares); (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares (excluding those exercisable for a period expiring not more than 45 days after such record date); (iii) evidences of indebtedness; or (iv) any property or other assets, and if such issuance or distribution does not constitute a dividend paid in the ordinary course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events referred to in (i) through (iv) being herein called a “Special Distribution”), the Exercise Price shall be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(A) the numerator of which shall be:

(i) the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date; less

(ii) the fair market value, as determined by action by the directors (whose determination shall be conclusive), to the holders of the Common Shares of the shares, rights, options, warrants, evidences of indebtedness or property or other assets issued or distributed in the Special Distribution; and

(B) the denominator of which shall be the product obtained when the number of Common Shares outstanding on such record date is multiplied by the Current Market Price of the Common Shares on such record date.

(d) If and whenever at any time after the date hereof and prior to the Time of Expiry there shall be a reclassification of the Common Shares at any time outstanding or a change of the outstanding Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation or merger of the Corporation with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a Capital Reorganization), the holder, upon any exercise of its right hereunder to purchase Common Shares after the effective date of such Capital Reorganization, shall be entitled to receive, and shall accept, for the same aggregate consideration, in lieu of the number

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of Common Shares to which the holder was theretofore entitled upon such exercise, the aggregate number of shares, other securities or other property which the holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, the holder had been the registered holder of the number of Common Shares that the holder was theretofore entitled to acquire upon such exercise. If determined appropriate by the board of directors of the Corporation, appropriate adjustments shall be made following any such Capital Reorganization in the application of the provisions set forth herein, with respect to the rights and interest thereafter of the holder and the adjustments to the Exercise Price and/or number or type of shares, to the end that such provisions shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any of the Warrants evidenced by this Warrant Certificate.

(e) If and whenever at any time after the date hereof and prior to the Time of Expiry a Common Share Reorganization shall occur and any such event results in an adjustment in the Exercise Price, the number of Common Shares purchasable pursuant to each of the Warrants evidenced by this Warrant Certificate shall be adjusted contemporaneous with the adjustment of the Exercise Price, by multiplying the number of Common Shares theretofore purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(f) The adjustments to the Exercise Price and number or type of Common Shares or other securities or property of the Corporation provided for herein are cumulative and such adjustments shall be made successively whenever any of the relevant events referred to herein shall occur. For purposes of this Warrant Certificate, the following provisions shall apply:

(i) no adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% of the then prevailing Exercise Price and no adjustment shall be made pursuant to clause (e) in the number of Common Shares purchasable upon exercise of any of the Warrants evidenced hereby unless a corresponding adjustment to the Exercise Price is required hereunder; provided, however, that any adjustment which, except for the provisions of this clause, would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment;

(ii) if a dispute shall at any time arise with respect to adjustments provided for herein, such dispute shall be conclusively determined by the Corporation’s auditors (except in cases where any determination relating to adjustments is to be made by the board of directors of the Corporation) or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors and any such determination shall be binding upon the Corporation and the holder;

(iii) in case the Corporation, after the date hereof and prior to the Time of Expiry, shall take any action affecting the outstanding Common Shares, other than an action described herein, which in the opinion of the board of directors of the Corporation would materially affect the rights of the holder, the Exercise Price or the number of Common Shares or other securities or property purchasable upon exercise of the Warrants evidenced hereby (or both, as the case may be) shall be adjusted in such manner, if any, and at such time, as the directors in their sole discretion may determine to be equitable in the circumstances;

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(iv) if the Corporation shall set a record date to determine holders of outstanding Common Shares entitled to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution, subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of any of the Warrants evidenced hereby shall be required solely by reason of the setting of such record date;

(v) “Current Market Price” of the Common Shares at any date means a price per share equal to the volume weighted average price at which the Common Shares have traded on the NASDAQ, or on another stock exchange where the majority of the trading volume and value of the Common Shares occurs, during the period of 20 consecutive trading days immediately before such date and, if the Common Shares are not then listed on a stock exchange, the fair market value of the Common Shares as determined in good faith by the board of directors of the Corporation;

(vi) in the absence of a resolution of the directors fixing a record date for a Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Rights Offering or Special Distribution is effected;

(vii) as a condition precedent to the taking of any action which would require any adjustment in any attribute of the Warrants, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all shares or other securities that the holder is entitled to receive on the total exercise thereof in accordance with the provisions thereof; and

(viii) “dividends paid in the ordinary course” means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of: (i) 125% of the aggregate amount of cash dividends declared payable by the Corporation on the outstanding Common Shares in its immediately preceding fiscal year; (ii) 150% of the arithmetic mean of the aggregate amounts of cash dividends declared payable by the Corporation on the outstanding Common Shares in its three immediately preceding fiscal years; and (iii) 50% of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year.

(g) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon exercise shall be made in respect of any event described in paragraphs (a), (b) or (c), other than the events referred to in clauses (ii) and (iii) of paragraph (a), if the holders of Warrants are entitled to participate in such event on the same terms mutatis mutandis as if such holders had exercised their Warrants prior to or on the effective date or record date of such event.

(h) In any case in which the terms of the Warrants evidenced by this certificate shall require that an adjustment become effective as of a particular time, the Corporation may defer, until such time, issuing to the holder in respect of any Warrants exercised after the record date for the event giving rise to the adjustment and before such time the kind and amount

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of shares, other securities or property to which the holder would be entitled upon such exercise by reason of the relevant adjustment, provided, however, that the Corporation shall deliver to the holder an appropriate instrument evidencing such holder’s right, upon the occurrence of any event requiring the adjustment, to the relevant adjustment.

(i) At least 10 days prior to the effective date or record date, as the case may be, of any event which requires or might require an adjustment in any attribute of the Warrants evidenced by this certificate, including the Exercise Price and the number of Common Shares or other securities or property that are purchasable upon the exercise thereof, the Corporation shall give notice to the holder of the particulars of such event and, if determinable, the Corporation shall promptly after such adjustment is determinable give notice to the holder of the adjustment.

On the happening of each and every event referred to above that gives rise to an adjustment, the applicable provisions of these Warrants shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

Notwithstanding any provision to the contrary contained herein, no Common Shares will be issued pursuant to the exercise of any Warrant if the issuance of such securities would constitute a violation of the securities laws of any applicable jurisdiction, and the certificates evidencing the Common Shares issued hereunder may bear such legend as may, in the opinion of legal counsel to the Corporation, be necessary in order to avoid a violation of any securities laws of any applicable jurisdiction or to comply with the requirements of any stock exchange on which the Common Shares are listed, provided that, at any time, in the opinion of legal counsel to the Corporation, such legends are no longer necessary in order to avoid a violation of any such laws, or the holder of any such legended certificate, at that holder’s expense, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of legal counsel satisfactory to the Corporation) to the effect that such holder is entitled to sell or otherwise transfer such Common Shares in a transaction in which such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend. The Corporation shall, as soon as practicable after such issuance would not constitute a violation of the securities laws of any applicable jurisdiction, issue such Common Shares and shall use its best efforts to remove any restriction or circumstances which might give rise to such violation.

The Corporation represents and warrants that it is duly authorized to create and deliver these Warrants and to issue the Common Shares that may be issued hereunder and that these Warrants, when signed by the Corporation as herein provided, will be a valid obligation of the Corporation enforceable against the Corporation in accordance with the provisions hereof. The Corporation hereby covenants and agrees that, subject to the provisions hereof, it will cause the Common Shares from time to time duly subscribed for and purchased in the manner herein provided, and the certificates evidencing such Common Shares, to be duly issued and delivered, and that at all times up to and including the Time of Expiry, while these Warrants remain outstanding, it shall have sufficient authorized capital to satisfy its obligations hereunder should the holder determine to exercise the right in respect of all the Common Shares for the time being purchasable pursuant to the Warrants. Certificates for Common Shares issued upon the exercise of these Warrants may bear such legend or legends as to transfer as may be considered necessary by the Corporation and its counsel, acting reasonably. All Common Shares issued upon the exercise of the right to purchase herein provided (upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof), shall be issued as fully paid and non-assessable Common Shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof.

Notwithstanding anything contained herein to the contrary, the rights represented by this Warrant Certificate shall not be exercisable by the holder, in whole or in part, and the Corporation shall not give effect to any such exercise, if, after giving effect to such exercise, the holder, together with any person or company acting jointly or in concert with the holder (the Joint Actors) would in the aggregate beneficially own, or exercise control or direction over, that number of voting securities of the Corporation which is

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twenty percent (20%) or greater of the total issued and outstanding voting securities of the Corporation, immediately after giving effect to such exercise, unless and until, subject to Toronto Stock Exchange approval, the shareholders of the Corporation have approved such exercise. Prior to exercising the rights represented by this Warrant Certificate, the holder shall provide the Corporation with a certificate of an authorized officer stating the number of voting securities of the Corporation held by the holder and its Joint Actors as of the date provided for in the subscription form (the Officer’s Certificate) and the Corporation shall be entitled to rely on the Officer’s Certificate in making any determinations regarding the total issued and outstanding voting securities of the Corporation to be held by the holder and its Joint Actors immediately after giving effect to the exercise.

Time shall be of the essence hereof.

The Warrants evidenced by this Warrant Certificate shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract.

The Warrants evidenced by this Warrant Certificate shall not be valid for any purpose whatsoever until signed by the Corporation.

IN WITNESS WHEREOF the Corporation has caused this Warrant Certificate to be executed and delivered by an officer of the Corporation, duly authorized in that regard.

DATED as of the [•] day of [•], 2013.

TRANSITION THERAPEUTICS INC.
Per:
	Name:
	Title:

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SUBSCRIPTION FORM

TO: TRANSITION THERAPEUTICS INC.

The undersigned holder of the within Warrants hereby subscribes for                      Common Shares without nominal or par value in the capital of Transition Therapeutics Inc. at a price of US$             per share (or such other number of other securities or property to which such Warrants entitle the undersigned in lieu thereof or in addition thereto) on the terms specified in the within Warrant Certificate and encloses and tenders herewith a certified cheque, bank draft or money order payable to or to the order of Transition Therapeutics Inc. in lawful money of the United States of America for the aggregate subscription price of US$            .

The undersigned hereby directs that the Common Shares hereby subscribed for be issued and delivered as follows:

Name in Full Address in Full Number of Shares

(Please state full names in which share certificates are to be issued, stating whether Mr., Mrs. or Miss)

No certificates will be registered or delivered to an address in the United States unless an opinion of counsel to the effect that an exemption from registration under the United States Securities Act of 1933, as amended (the 1933 Act) and applicable state securities laws is available in connection with the exercise of the Warrants. The undersigned understands such opinion must be acceptable to Transition Therapeutics Inc. and that the exercise of the Warrants in the United States or by or for the account or benefit of a person in the United States or a U.S. Person as defined in Rule 902 of Regulation S under the 1933 Act is limited by the terms of the Warrants.

DATED this              day of                     ,                     .

Signature Guaranteed		Name of Subscriber
	By:
		(Authorized Signatory)
		Official Title or Capacity and Name of Signatory
		Address of Subscriber

Instructions:

1. The registered holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the original Warrant Certificate representing the Warrants being exercised to Transition Therapeutics Inc. (the Corporation) at its head office at 101 College Street, Suite 220 Toronto, Ontario M5G 1L7.

2. If the Exercise Form indicates that Common Shares are to be issued to a person or persons other than the registered holder of the Certificate, the signature of such holder on the Exercise Form must be guaranteed by a Schedule “A” major chartered bank or trust company, or a member of an acceptable medallion guarantee program. The guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”.

3. If the Exercise Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.