Fourth Amendment to Cellcept collaboration



 






    



 




    Exhibit: 10.39



 



    William M. Burns

    F. Hoffmann-La Roche Ltd

    Grenzacherstrasse 124

    CH-4070

    Basel, Switzerland



 



    August 17, 2007



 


		
	
    Re:  
	
    Fourth
    Amendment to the
    CellCept®
    Collaboration and Promotion Agreement by and between Aspreva
    Pharmaceuticals SA (“Aspreva”),
    F.Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc.
    (collectively, “Roche”), dated as of July 18,
    2003, as amended (the “Agreement”)




 



    Dear Bill,



 



    Thank you for your letter of June 25, 2007. Since that
    time, as you know, Aspreva and Roche have been actively
    discussing the appropriate ways in which to update the Sales
    Tracking Methodology (as defined in the Agreement) used to
    determine payments to Aspreva by Roche as well as how to best
    implement those modifications. The purpose of this letter is to
    set out certain agreements that Aspreva and Roche (sometimes
    collectively referred to herein as “we” or
    “us”) have reached regarding such modifications to the
    Sales Tracking Methodology and their implementation. It is
    intended that such modifications, described below, would be
    formally approved by the JC, as provided under
    Section 8.5(b) of the Agreement.



 



    As we have come to appreciate from our work with [ * ],
    the inclusion of [ * ] in the Sales Tracking Methodology
    is not appropriate, and accordingly, we agree to eliminate this
    item from the Sales Tracking Methodology model. To do this, we
    agree to implement the following [ * ] steps: [ * ]



 



    In addition, there will be removal of [ * ] from the [
    * ] calculation effective [ * ] and from the [ * ]
    calculation from [ * ] with [ * ] of [ *
    ] added back to the [ * ].



 



    The above items are in addition to the following changes agreed
    by Aspreva and Roche in the [ * ] JC meeting: [ * ]



 



    Notwithstanding the second sentence of Section 8.5(b) of
    the Agreement, we also agree in this case to apply the
    elimination of [ * ] as provided above retrospectively,
    to the outset of the Sales Tracking Methodology, which results
    in a substantive increase in the historical value of the
    CellCept transplant business and an equally substantive decrease
    of approximately fifty percent (50%) in the Baseline Residual
    Sales (as defined in the Agreement). The following paragraph
    describes the
    agreed-upon
    decrease in Baseline Residual Sales in more detail.



 



    Further, given the elimination of the Switch Rates, we agree
    that the Baseline Residual Sales, set at one hundred thirty-four
    million (134,000,000) CHF on July 18, 2003, are now reset
    to be equal to sixty-two million, nine hundred twenty-seven
    thousand (62,927,000) CHF. All other aspects of the Baseline
    Residual Sales as used in our Agreement remain in effect,
    including without limitation all aspects of Section 8.7
    regarding adjustments to the Baseline Residual Sales and the
    like.



 



    Finally, notwithstanding our retrospective application of the
    elimination of the [ * ] and adjustment of Baseline
    Residual Sales, we are not recalculating or disturbing the
    royalties paid historically to Aspreva, nor will we revisit or
    alter any such amounts paid to date by Roche to Aspreva.


 


 



    [ * ] = Certain
    confidential information contained in this document, marked by
    brackets, has been omitted and filed separately with the
    Securities and Exchange Commission pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934, as amended.
    




    

    1








 






    In the interest of preserving integrity within the Sales
    Tracking Methodology through this transition, we agree that the
    [ * ] is set to [ * ] effective [ * ].



 



    We also agree that the JC has a continuing obligation to review
    proposed new data which may serve to improve upon the Sales
    Tracking Methodology, in good faith. Each of us takes this duty
    quite seriously. Accordingly, we also agree that as new data
    becomes available, each of Roche and Aspreva will continue to
    have the right to propose that such new data be utilized in the
    Sales Tracking Methodology, and that the JC has a continuing
    obligation to review any such new data in the future, such as
    the full restatement of the [ * ]. For clarity, the
    foregoing paragraph is not intended to amend the Agreement, but
    merely to reiterate Roche’s and Aspreva’s commitment
    to those obligations that are already included in
    Section 8.5(b) of the Agreement.



 



    If the foregoing captures our agreements and understandings on
    the Sales Tracking Methodology modifications and their
    implementation, please indicate your agreement by signing and
    returning the duplicate original of this letter to Aspreva.



 



    Aspreva Pharmaceuticals SA



 


			
	 	    By: 
	
    /s/  John
    A. Parkinson 









    Name:     John Parkinson



			
	 	    Title: 
	
    VP Finance




 



    F. Hoffmann-La Roche Ltd



 


			
	 	    By: 
	
    /s/  Stefan
    Arnold 









    Name:     Stefan Arnold



			
	 	    Title: 
	
    Attorney at Law




 



    F. Hoffmann-La Roche Ltd



 


			
	 	    By: 
	
    /s/  W.
    M. Burns 









    Name:     W. M. Burns



			
	 	    Title: 
	
    CEO Pharma Division, Roche




 



    Hoffmann-La Roche Inc.



 


			
	 	    By: 
	
    /s/  
    Gary J. Zieziula









    Name:     Gary J. Zieziula



			
	 	    Title: 
	
    V. P. Commercial Operations




 



    8/28/07


 


 



    [ * ] = Certain
    confidential information contained in this document, marked by
    brackets, has been omitted and filed separately with the
    Securities and Exchange Commission pursuant to
    Rule 24b-2
    of the Securities Exchange Act of 1934, as amended.
    




    

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