Support Agreement dated August 28, 2007



 








    



 




    Exhibit 10.40



 


 



    William M. Burns

    F. Hoffmann-La Roche Ltd 

    Grenzacherstrasse  124

    CH-4070 

    Basel, Switzerland



 



    August 17, 2007



 


		
	
    Re:  
	
    Support
    of
    CellCept®
    activities outside the U.S. (the “ROW”) between
    Aspreva Pharmaceuticals SA (“Aspreva”), and F.
    Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc.
    (collectively, “Roche”)




 



    Dear Mr. Burns,



 



    As a follow up to our recent discussions with you and your team
    regarding our
    CellCept®
    Collaboration and Promotion Agreement dated July 18, 2003,
    as amended (“Collaboration Agreement”), this letter
    (“Letter Agreement”) sets forth certain understandings
    and agreements reached by Aspreva and Roche with respect to
    activities undertaken by Roche to develop and commercialize
    CellCept for autoimmune indications (“ROW
    Activities”). The ROW Activities consist of the following:



 



    1. Clinical Development.  Through its
    local affiliate in China, Roche elected to perform several
    clinical trials for the treatment of lupus nephritis using
    CellCept (“Clinical Trials”). Activities performed by
    such affiliate included recruitment, study management, liaising
    with local CRO’s and investigators, and product
    distribution. Such activities are described in more detail in
    Exhibit A.



 



    2. ROW Commercialization.  In addition to
    Aspreva’s worldwide efforts to prepare for the
    commercialization of CellCept in autoimmune indications, Roche
    has undertaken certain activities to prepare for the
    commercialization of CellCept in autoimmune indications in
    territories outside the US, Canada and the major five EU
    countries. Activities performed by Roche included
    non-promotional pre-market preparation, educational programs,
    medical product related training, and market assessment. Such
    activities are described in more detail in Exhibit A.



 



    3. General.  Roche has provided Aspreva or
    Aspreva’s affiliates with guidance on clinical development,
    drug safety, product manufacturing and patent expiry strategies
    relating to CellCept.



 



    Aspreva agrees to reimburse Roche for certain expenses incurred
    by Roche in connection with the ROW Activities by making a
    one-time payment to Roche of twenty million dollars
    (US$20,000,000). Such payment shall be non-refundable and
    non-creditable. Such payment shall be made no later than thirty
    (30) days after the date of this letter by wire transfer to
    an account designated by Roche. Aspreva shall have no further
    obligations to Roche with respect to the ROW Activities, and
    nothing herein is intended to alter the allocation between Roche
    and Aspreva of costs incurred in connection with
    CellCept-related activities (other than the ROW Activities) that
    is set forth in the Collaboration Agreement.



 


	 	 	 
	
    Aspreva Pharmaceuticals SA
	
 
	
    Tel:+41 (0)32 720 0550

	
    Rue des Beaux-Arts 8
	
 
	
    Fax:+41 (0)32 720 0559

	
    Case postale 1611
	
 
	
 

	
    2001 Neuchâtel, Switzerland
	
 
	
    VAT Registration Nr. 622 567

	
    www.aspreva.com
	
 
	
 








 


 



    [ * ] = 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 consideration for Aspreva’s agreement to make the
    payment specified above, Roche will provide Aspreva with access
    to, and copies of, all resulting data from the Clinical Trials
    for use by Aspreva (or its affiliates) in its permitted
    activities under the Agreement. Any such Clinical Trial
    information shall be deemed Roche Confidential Information under
    the Collaboration Agreement.



 



    This Letter Agreement sets forth the entire agreement and
    understanding of the parties relating to the subject matter
    hereof, and supersedes all prior oral and written, and all
    contemporaneous oral agreements, understandings and
    arrangements. For the avoidance of doubt, the Collaboration
    Agreement shall continue in full force and effect. No
    modification of or amendment to this Letter Agreement shall be
    effective unless signed by the parties. If any provision of this
    Letter Agreement is held to be invalid by a court of competent
    jurisdiction, then the remaining provisions shall remain in full
    force and effect. This Letter Agreement is to be interpreted and
    enforced in accordance with the laws of the State of New York,
    without regard for any conflicts of law principles that would
    provide for application of the laws of any jurisdiction outside
    New York.



 



    If the foregoing captures our agreements and understandings on
    these matters, please have this Letter Agreement signed below
    where indicated and return the duplicate original to Aspreva.



 



    Aspreva Pharmaceuticals SA



 


			
	 	    By: 
	
    /s/  John
    A. Parkinson









    Name:     John A. 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.
    




    

    2








 






    



 




    Exhibit A
    [ * ]


 



    [ * ] = 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.
    




    

    3