ex1028.htm


    
      
        
          
            Exhibit
              10.28

             

            

             

            24th
              October, 2006

             

            


            Richard
              Jones

            


            Dear
              Richard,

            


            


            I
              am pleased
              to present to you the following proposal for SVP Clinical &
Regulatory Affairs position description attached as schedule A) with
              Aspreva Pharmaceuticals Corporation, (“the Company”).   Please
              review the changes and if acceptable, execute and return the letter
              to my
              attention.

             

          

        

      

      
        
          	
                  Position:

                	
                  SVP
                    Clinical & Regulatory Affairs

                
	 	
                  These
                    duties and functions will be conducted in accordance with and
                    adhering to
                    all corporate policies and procedures.  The Company may change
                    your position, duties, and work location from time to time in
                    its
                    discretion, acting reasonably.

                   

                
	
                  Department:

                	
                  Clinical
                    and Regulatory (you will retain responsibility for Experimental
                    Medicine)

                   

                
	
                  Location:

                	
                  Victoria,
                    BC Canada

                   

                
	
                  Supervisor:

                	
                  Chief
                    Executive Officer or subsequent designate

                   

                
	
                  Start
                    Date:

                	
                  July
                    11th,
                    2006

                   

                
	
                  Salary:

                	
                  $310,000
                    CND per annum

                   

                
	
                  Bonus:

                	
                  Opportunity
                    increased to 35%

                   

                
	
                  Benefits:

                	
                  No
                    change

                   

                
	
                  Vacation:

                	
                  No
                    change

                


        

        


        If
          you have any questions or concerns please feel free to contact me.

        


        Sincerely,

         

        ASPREVA
          PHARMACEUTICALS CORPORATION

         

         

        
 

        
          	
                  /s/
                    Richard Glickman

                	 	 
	
                  R
                    Glickman

                	 	 
	 	 	 
	
                  Enclosure

                	 	 
	 	 	 
	
                  /s/
                    Richard Jones

                	 	
                  24
                    Oct 2006

                
	
                  R
                    Jones

                	 	
                  Date

                
	
                  CEO

                	 	 


        

        
 

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        


        


        


        


        


        


        
          	
                  Senior
                    Vice President, Clinical & Regulatory
                    Affairs

                


        

        


        
          
            	
                    Aspreva
                      Position:

                  	
                    HR
                      #286

                  
	 	 
	
                    Name:

                  	
                    Richard
                      Jones

                  
	 	 
	
                    Reports
                      to:

                  	
                    Richard
                      Glickman

                  
	 	 
	
                    Department:

                  	
                    Clinical/Regulatory

                  
	 	 
	
                    Location:

                  	
                    Victoria

                  
	 	 


          

        

         

         

        Purpose
          of Position

        


        The
          SVP
          of Clinical and Regulatory Affairs will be responsible for all company
          clinical
          and regulatory activities globally; specifically for the design and execution
          of
          global clinical development programs to achieve successful expedited drug
          development and approval.

        


        Responsibilities
          include:

        
          	
                  •

                	
                  effective
                    leadership and direction for global clinical drug development
                    programs
                    that support regulatory approval and subsequent commercialization,
                    including strategy, design, operating plans and execution, working
                    closely
                    with VP Regulatory Affairs, the Medical Advisory Board and the
                    Clinical
                    Development Committee

                


        

        
          	
                  •

                	
                  establishing
                    and maintaining relationships with prominent clinical investigators,
                    clinical research consortiums and patient advocacy groups for
                    indications
                    relevant to Aspreva’s clinical development
                    programs

                


        

        
          	
                  •

                	
                  Oversee
                    global regulatory strategies in conjunction with VP, Regulatory
                    Affairs to
                    ensure alignment

                


        

        
          	
                  •

                	
                  maintaining
                    excellent relationships with pharmaceutical partners in clinical
                    development programs, to meet near term expectations and with
                    a view to
                    future business development
                    opportunities

                


        

        
          	
                  •

                	
                  participating
                    in the development of additional business opportunities with
                    other senior
                    management with respect to clinical development strategic and
                    operational
                    input and capabilities

                


        

        
          	
                  •

                	
                  developing
                    and implementing operationally effective clinical development
                    plans with
                    cost-containment considerations; effective budget planning and
                    accountability

                


        

        
          	
                  •

                	
                  formulating,
                    implementing and managing resource strategies with internal and
                    external
                    groups for clinical drug development projects; optimal internal
                    and
                    external resource utilization to design and execute clinical
                    programs

                


        

        
          	
                  •

                	
                  developing,
                    prioritizing and meeting measurable short and long term objectives
                    for
                    clinical research programs; delivering programs to predetermined
                    budgets
                    and timelines

                


        

        
          	
                  •

                	
                  ensuring
                    trials are designed and conducted according to cGCP and all applicable
                    regulations

                


        

        
          	
                  •

                	
                  maintaining
                    awareness of advancements or changes in business, technology,
                    regulatory,
                    and processes influencing the conduct of clinical
                    trials

                


        

        


        Requirements:

        
          	
                  •

                	
                  MD
                    with 10+ years in clinical phases of global drug development
                    with several
                    companies in senior management
                    roles

                


        

        
          	
                  •

                	
                  broad
                    knowledge of the drug development process, clinical development
                    planning,
                    clinical research methodologies and execution, regulatory requirements;
                    some knowledge of biostatistics and
                    epidemiology

                


        

        
          	
                  •

                	
                  knowledge
                    of general pharmaceutical science in its application to clinical
                    development programs

                


        

        
          	
                  •

                	
                  proven
                    track record in delivering global clinical research programs
                    to budget and
                    timeline specifications

                


        

        
          	
                  •

                	
                  successful
                    experience in coordinating internal and external resources for
                    clinical
                    development, and in working with pharmaceutical
                    partners

                


        

        
          	
                  •

                	
                  direct
                    hands-on experience in managing high-quality successful clinical
                    trials
                    and clinical trial project teams

                


        

        
          	
                  •

                	
                  credibility,
                    influence and respect within the pharmaceutical
                    industry

                


        

        
          	
                  •

                	
                  experience
                    with orphan drugs and rare diseases
                    preferred

                


        

        


        


        


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        


        


        


        
          	
                  •

                	
                  demonstrated
                    qualities of executive leadership: ability to interact productively
                    and
                    effectively influence other senior management and external colleagues;
                    ability to set and communicate goals, and to drive efforts, overcome
                    obstacles and achieve results within budget and timeline specifications;
                    exceptional leadership, organizational, interpersonal and communication
                    abilities; team-building and team-oriented approach; willing
                    to contribute
                    at all levels; highly developed negotiation skills; high ethical
                    standards
                    and integrity; independent thinking; excellent judgment in making
                    information and
                    logic-based  decisions

                


        

        


         

        
          Position
            Description Sign-off

           

          
            
              
                	
                        I
                          have read and I understand the contents of this job
                          description.

                      
	 	 	 	 
	Richard
                        Jones:	/s/
                        Richard Jones	
                        Date:

                      	 
                        Oct. 24, 2006 
	 	 	 	 
	 	 	 	 
	
                        This
                          description is an accurate statement of the position’s assigned duties,
                          responsibilities and reporting relationships as at    

                      
	 	 	 	 
	
                        Manager:

                      	 	 	 
	 	 	 	 
	Signature:	/s/Richard
                        Glickman	
                        Title:

                      	 
	 	 	 	 
	
                        Human
                          Resources:

                      	 	 	 
	 	 	 	 
	Signature:	/s/
                        Martin Thornton	
                         Date:

                      	 
                        23 Oct, 2006
	 	 	 	 
	 	 	 	 


              

              
 

            

          

        

      

    

    
       

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      November
        1, 2005

      


      Richard
        Jones

      


      


      


      Dear
        Richard:

      


      It
        is
        with great pleasure that I present you with this employment agreement for
        the
        position of Senior Vice President, Search, Discovery and
        Evaluation.  The fundamental terms are outlined below.  A
        more detailed employment agreement is attached.  If these details and
        terms are acceptable and you wish to proceed, please sign and return the
        attached employment agreement which includes the Confidentiality Disclosure
        Agreement and Position Description, to my attention.  This offer of
        employment is subject to a successful reference check and a work
        permit.  Offer will expire on November 7, 2005.

       

      
        
          	
                  Position:

                	
                  Senior
                    Vice President, Search, Discovery and Evaluation

                
	 	 
	
                  Department:

                	
                  Business
                    Development

                
	 	 
	
                  Supervisor:

                	
                  President
                    or designate

                
	 	 
	
                  Start
                    Date:

                	
                  March
                    1, 2006

                
	 	 
	
                  Salary
                    Base:

                	
                  $290,000
                    CND per annum

                
	 	 
	
                  Bonus:

                	
                  Up
                    to 30% of annual salary based on achieving certain
                    objectives determined by management in its sole discretion, weighted
                    60% personal and 40% corporate.

                
	 	 
	
                  Sign-on
                    Bonus:

                	
                  $15,000
                    sign on bonus. To be paid on first pay date, one month post arrival
                    at
                    Aspreva in Canada.

                
	 	 
	
                  Stock
                    Options:

                	
                  100,000
                    stock options to be priced on date of issue - The options will
                    begin to
                    vest after an initial period of 12 months has past. The issue
                    date will be
                    set at the next quarterly board meeting following start date.The
                    vesting
                    will occur over three years in equal monthly installments (1/36th),
                    at the end
                    of each month. Therefore the total option grant will complete
                    vesting by
                    the 4th
                    anniversary of the grant. All option matters are subject to the
                    Stock
                    Option Plan and Stock Option Agreement that you will be required
                    to
                    sign.

                
	 	 
	
                  Benefits:

                	
                  You
                    will be entitled to participate in the standard Aspreva medical/dental
                    programs subject to meeting any requirements of the
                    provider.

                
	 	 
	
                  Tax
                    Support:

                	
                  We
                    are pleased to offer you up to $3,000 CDN in the first year and
                    $2,000 in
                    the second and $1,000 in the third year to support the advice
                    for and
                    preparation of American and Canadian personal income tax
                    returns.  Expenses are reimbursed through
                    receipts.

                
	 	 


        

      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  Relocation
                    costs:

                	
                  There
                    is a $35,000 (CDN) capped relocation allowance.  Please provide
                    the company with
                    three competitive bids. Expenses are reimbursed through
                    receipts.

                
	 	 
	
                  Vacation:

                	
                  20
                    days with additional days as outlined within Canadian Policies
                    and
                    Procedures

                


        

      

       

      
        All
          employees will be required to sign confidentiality and IP assignment agreements
          and employment will comply with the BC Employees Standards
          Act.

      

       

      In
        order to comply with CCRA, HRDC and BC Employment Standards, Aspreva
        Pharmaceuticals will be collecting, using and disclosing certain personal
        information required by these various government agencies as well as our
        benefits providers.

      If
        you
        have any questions or concerns please feel free to contact
        me:  250-744-2488.

      


      Sincerely,

      


      ASPREVA
        PHARMACEUTICALS CORPORATION

      


      


      Noel
        Hall

      President

      


       

      


       

      


       

      /s/
        Richard Jones

      Richard
        Jones                                                                                     Date

      


      


      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

       

      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      ASPREVA
        PHARMACEUTICALS CORPORATION

       

      


       

      


       

      PRIVATE
        AND CONFIDENTIAL

      


      November
        1, 2005

      


      


      


      Dear
        Richard:

       

      
        	
                Re:

              	
                Terms
                  of Employment with ASPREVA PHARMACEUTICALS CORPORATION (the
                  “Corporation”)

              


      

       

      This
        Agreement confirms the terms and conditions of your employment by the
        Corporation and will constitute your employment agreement.  Those
        terms and conditions are set out below:

       

      
        Position
          and Duties.  You will be employed by and will serve the
          Corporation as its Senior Vice President, Search, Discovery and Evaluation
          and a
          member of the corporation’s executive management team, having the duties and
          functions customarily performed by, and have all responsibilities customary
          to,
          a Senior Vice President, Search, Discovery and Evaluation of a corporation
          engaged in a business similar to that of the Corporation, including those
          duties
          and functions particularly described in Schedule A attached to this
          Agreement.  You will report directly to the President of the
          Corporation.  Your duties and functions pertain to the Corporation and
          any of its subsidiaries from time to time and may be varied or added to
          from
          time to time by the President, at his discretion, exercised
          reasonably.

      

       

      
        	
                1.

              	
                Term.  The
                  terms and conditions of this Agreement shall have effect as of
                  and from
                  1st
                  March,
                  2006 (the “Effective Date”) and your employment as Senior
                  Vice President, Search, Discovery and Evaluation of the Corporation
                  shall
                  continue for a period of 4 years, renewable thereafter by mutual
                  written
                  agreement of the parties for successive one year terms, or until
                  earlier
                  terminated as provided in this
                  Agreement.

              


      

       

      
        	
                2.

              	
                Base
                  Salary.  The Corporation shall pay you a base salary at the
                  rate of $290,000 CDN per year (the “Base Salary”),
                  payable semi-monthly, subject to the withholding of all applicable
                  statutory deductions from such Base Salary and including any taxable
                  benefits received under this Agreement or in respect of your
                  employment.

              


      

       

      
        	
                3.

              	
                Signing
                  Bonus.  One month after joining the Corporation, upon both
                  parties executing this Agreement, the Corporation shall pay to
                  you a
                  one-time signing bonus (the “Signing Bonus”) of $15,000
                  CDN, subject to the withholding of all applicable statutory deductions
                  in
                  respect of such Signing Bonus.  You shall be required to
                  promptly repay the Signing Bonus to the Corporation if you terminate
                  your
                  employment pursuant to Section 15 (Termination by Executive) within
                  2
                  years following the Effective Date.  In addition, the
                  Corporation shall have the right to set off the Signing Bonus against
                  any
                  amounts owed by the Corporation to you on the effective date of
                  termination of your employment.

              


      

       

      
        	
                4.

              	
                Annual
                  Review.  The compensation committee (the
                  “Compensation Committee”) established by the Board of
                  Directors (the “Board”) of the Corporation for the
                  purposes of this Agreement shall review your Base Salary
                  annually.  This review shall not result in a decrease of your
                  Base Salary nor shall it necessarily result in an increase in your
                  Base
                  Salary and any increase shall be in the discretion of the
                  Board.

              


      

       

       

      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

       

      
        	
                5.

              	
                Performance
                  Bonus.  The Corporation shall review the performance of your
                  duties and functions under this Agreement annually and shall pay
                  you a
                  bonus of up to 30% of your Base Salary if the Board,
                  in its sole discretion, determines that certain short-term and
                  long-term
                  business performance objectives of the Corporation and objectives
                  related
                  to your personal performance (together, the
                  “Objectives”), respectively weighted 40% and 60%, have
                  been achieved.  The Objectives will be established from time to
                  time by the Board or the Compensation Committee after consultation
                  with
                  you. Payment of the performance bonus set out in this Section 5
                  shall be
                  made to you within a reasonable time following the end of each
                  fiscal year
                  and shall be subject to the withholding of all applicable statutory
                  deductions by the Corporation.

              


      

       

      
        	
                6.

              	
                Benefits.  The
                  Corporation will arrange for you to be provided with health, medical,
                  dental, accident and life insurance and such other benefits as
                  are
                  reasonable and appropriate for an executive level benefits plan,
                  as
                  determined by the Board from time to time, based on the recommendations
                  of
                  the Compensation Committee after consultation with you.  These
                  benefits will be consistent with other Senior Vice Presidents and
                  will be
                  comparable to those set out below in Exhibit B. You may be required
                  to
                  provide information and undergo reasonable assessments of the applicable
                  insurer in order to determine your eligibility for benefits
                  coverage.  You acknowledge and agree that coverage under any
                  benefit plan in effect from time to time is subject to availability
                  and
                  other requirements of the applicable insurer and the Corporation
                  makes no
                  promise about your eligibility for or entitlement to benefits and
                  will
                  have no liability or responsibility in the event you are denied
                  coverage.  You further acknowledge and agree that the components
                  of the benefits package may be amended, modified or terminated
                  from time
                  to time by the Corporation in its sole discretion, and this may
                  include
                  terminating or changing carriers.

              


      

       

      
        	
                7.

              	
                Vacation.  During
                  your employment with the Corporation under this Agreement, you
                  will be
                  entitled to an annual paid vacation as determined by the Corporation
                  from
                  time to time, not less than 20 days per annum, plus
                  up to three days company designated days and within policy guidelines
                  up
                  to 3 days paid parental leave.  The Corporation reserves the
                  right, acting reasonably, to request that vacations be scheduled
                  so as not
                  to conflict with critical business
                  operations.

              


      

       

      
        	
                8.

              	
                Relocation
                  and Reimbursement.  You acknowledge and agree that the
                  Corporation’s head office is located in the metropolitan area of Victoria,
                  British Columbia and that the principal place of your employment
                  is at
                  such head office.  You shall relocate your principal residence
                  from Bassersdorf, Zurich, to a new location in the metropolitan
                  area of
                  Victoria, British Columbia upon commencing employment with the
                  Corporation
                  under this Agreement.  In consideration of your agreement to
                  relocate your principal residence, the Corporation shall reimburse
                  you for
                  the cost of one house-hunting trip to Victoria for you and your
                  spouse and
                  shall provide to you the following amounts (the
                  “Relocation  Allowance”) associated with your
                  move:

              


      

       

      
        	
                 

              	
                (a)

              	
                reasonable
                  moving expenses to a maximum of $35,000 CDN incurred by you to
                  relocate
                  you and your spouse and family, plus personal possessions from
                  Bassersdorf, Zurich to your new residence in the metropolitan area
                  of
                  Victoria, British Columbia, subject to receipt by the Corporation
                  of the
                  applicable invoice or invoices for such expenses; to be used over
                  a period
                  of no more than 2 years;

              


      

       

      
        	
                 

              	
                (b)

              	
                professional
                  fees for the first three years related to tax advice provided by
                  accountants of your choice to a maximum of $3,000 CDN in year 1,
                  $2,000
                  CDN in year 2 and $1,000 CDN in year 3
                  and;

              


      

       

      


      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

       

      


       

      Should
        you resign your employment with the Corporation pursuant to Section 17 or
        be
        terminated for Cause pursuant to Section 19 in the first three (3) years
        of your
        employment with the Corporation, you agree to repay the Relocation Allowance
        to
        the Corporation in accordance with the following schedule:

       

      
        
          	
                  Years
                    of Employment

                	 	
                  Repayment
                    of Relocation  Allowance

                
	
                   

                  0-1
                    year

                   

                	 	
                   

                  Full
                    repayment of Relocation Allowance

                
	
                  1-2
                    years

                   

                	 	
                  Repayment
                    of 2/3 of Relocation Allowance

                
	
                  2-3
                    years

                   

                	 	
                  Repayment
                    of 1/3 of Relocation Allowance

                
	
                  after
                    3 years

                   

                	 	
                  Nil

                


        

      

      
      

      


      
        	
                9.

              	
                Reimbursement
                  for Expenses.  During your employment under this Agreement,
                  the Corporation shall reimburse you for reasonable travelling and
                  other
                  expenses actually and properly incurred by you in connection with
                  the
                  performance of your duties and functions, such reimbursement to
                  be made in
                  accordance with, and subject to, the policies of the Corporation
                  from time
                  to time.  For all such expenses you will be required to keep
                  proper accounts and to furnish statements, vouchers, invoices and/or
                  other
                  supporting documents to the
                  Corporation.

              


      

       

      
        	
                10.

              	
                Stock
                  Options.  You will receive 100,000 stock options at an
                  exercise price and on such other terms set forth in the Aspreva
                  2002
                  Incentive Stock Option Plan, subject to approval of the Board and
                  applicable securities regulatory authorities and to execution and
                  delivery
                  by you of a stock option agreement in a form acceptable to the
                  Corporation.  The stock options shall, vest and be exercisable
                  in the following way:

              


      

       

      
        	
                 

              	
                (a)

              	
                No
                  options will vest for the first year (12 months) following the
                  grant;

              


      

       

      
        	
                 

              	
                (b)

              	
                options
                  will begin to vest at the rate of 1/36th
                  of the grant,
                  each month at the end of each month (for a period of 36
                  months).

              


      

       

      
        	
                 

              	
                (c)

              	
                All
                  options from this grant will be vested at the end of the 36 months,
                  following the initial 12 month waiting
                  period.

              


      

       

      The
        options granted in this Section 10 will cease to vest:

       

      
        	
                 

              	
                (d)

              	
                on
                  the date you provide the Corporation with written notice of your
                  decision
                  to resign your employment pursuant to Section 15 (Termination by
                  Executive);

              


      

       

      
        	
                 

              	
                (e)

              	
                on
                  the date the Corporation provides you with written notice of its
                  decision
                  to terminate your employment pursuant to Section 16 (Termination
                  without
                  Cause);

              


      

       

      
        	
                 

              	
                (f)

              	
                on
                  the date the Corporation terminates your employment pursuant to
                  Section 17
                  (Termination for Cause); or

              


      

       

      
        	
                 

              	
                (g)

              	
                otherwise
                  on the date this Agreement is terminated or deemed
                  terminated.

              


      

       

      For
        greater certainty, neither the period of notice nor any payment in lieu thereof
        will be considered as extending the period of your employment with respect
        to
        the vesting or exercise of the options granted in this Section 10.

       

       

      
        
          
          

        

        
          -
            5 -

          
            

          

        

        
          
          

        

      

       

       In
        accordance with Section 6.5 of the Aspreva 2002 Incentive Stock Option Plan,
        should your employment with the Corporation end pursuant to Section 16 or
        17 of
        this agreement, you will have three (3) months from the date your employment
        ended to exercise your vested stock options, failing which these options
        shall
        expire.  Should your employment with the Corporation end pursuant to
        Section 18 of this agreement, your options shall expire on the date your
        employment was terminated.

       

      
        	
                11.

              	
                Compliance
                  with Insider Trading Guidelines and Restrictions.  As a
                  result of your position as Senior Vice President, Search, Discovery
                  and
                  Evaluation, you are subject to insider trading regulations and
                  restrictions and are required to file insider reports disclosing
                  the grant
                  of any options as well as the purchase and sale of any shares in
                  the
                  capital of the Corporation.  The Corporation may from time to
                  time publish trading guidelines and restrictions for its employees,
                  officers and directors as are considered by the Board, in its discretion,
                  prudent and necessary for a publicly listed company.  It is a
                  term of your employment as a senior officer of the Corporation
                  that you
                  comply with such guidelines and
                  restrictions.

              


      

       

      
        	
                12.

              	
                Directors’
                  & Officers’ Liability Insurance.  The Corporation shall
                  use commercially reasonable efforts to provide you with directors’ and
                  officers’ liability insurance under the policies for such insurance
                  arranged by the Corporation from time to time upon such terms and
                  in such
                  amounts as the Board may reasonably determine in its
                  discretion.

              


      

       

      
        	
                13.

              	
                No
                  Other Compensation or Benefits.  You expressly acknowledge
                  and agree that unless otherwise expressly agreed in writing by
                  the
                  Corporation subsequent to execution of this Agreement by the parties
                  hereto, you shall not be entitled by reason of your employment
                  by the
                  Corporation or by reason of any termination of such employment,
                  to any
                  remuneration, compensation or benefits other than as expressly
                  set forth
                  in this Agreement.

              


      

       

      
        	
                14.

              	
                Service
                  to Employer.  During your employment under this Agreement
                  you will:

              


      

       

      
        	
                 

              	
                (a)

              	
                well
                  and faithfully serve the Corporation, at all times act in, and
                  promote,
                  the best interests of the Corporation, and devote substantially
                  the whole
                  of your working time, attention and energies to the business and
                  affairs
                  of the Corporation;

              


      

       

      
        	
                 

              	
                (b)

              	
                comply
                  with all reasonable rules, regulations, policies and procedures
                  of the
                  Corporation; and

              


      

       

      
        	
                 

              	
                (c)

              	
                not,
                  without the prior approval of the Board, to carry on or engage
                  in any
                  other business or occupation or become a director, officer, employee
                  or
                  agent of or hold any position or office with any other corporation,
                  firm
                  or person, except as a volunteer for a non-profit organization,
                  for
                  personal investments or a personal holding company, which may include
                  members of your family as
                  shareholders.

              


      

       

      
        	
                15.

              	
                Termination
                  By Executive

              


      

       

      
        	
                 

              	
                (a)

              	
                Subject
                  to Section 19 (Termination Following Change in Control), you may
                  resign as
                  Senior Vice President, Search, Discovery and Evaluation at any
                  time, but
                  only by giving the Corporation at least 3 months’ prior written notice of
                  the effective date of your resignation.  On the giving of any
                  such notice, the Corporation shall have the right to elect, in
                  lieu of the
                  notice period, to pay you a lump sum equal to 3 months’ Base Salary, as
                  referred to in Section 2 (Base Salary) and as adjusted from time
                  to time
                  in accordance with Section 4 (Annual Review), plus other sums owed
                  for
                  arrears of salary, vacation pay and, if granted pursuant to Section
                  5
                  (Performance Bonus), bonus.

              


      

       

      
        
          
          

        

        
          -
            6 -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (b)

              	
                If
                  the Corporation elects to pay you such lump sum in lieu of the
                  3 months’
                  notice period, the Corporation shall, subject to the terms and
                  conditions
                  of any benefit plans in effect from time to time, maintain the
                  benefits
                  and payments set out in Section 6 (Benefits) of this Agreement
                  for 3
                  months after the date of your notice, but in all other respects,
                  your
                  resignation and the termination of your employment will be effective
                  immediately upon your receipt of the lump
                  sum.

              


      

       

      
        	
                16.

              	
                Termination
                  by the Corporation Without
                  Cause.

              


      

       

      
        	
                 

              	
                (a)

              	
                The
                  Corporation may terminate your employment as Senior Vice President,
                  Search, Discovery and Evaluation at any time without Cause (as
                  defined
                  below) by giving you written notice of such termination and in
                  all
                  respects, except as set out below, the termination of your employment
                  will
                  be effective immediately upon your receipt of such notice.  If
                  you are a director of the Corporation you will be deemed to have
                  resigned
                  as a director, effective upon your receipt of the notice of termination
                  without any further action on your
                  part.

              


      

       

      
        	
                 

              	
                (b)

              	
                If
                  your employment is terminated by the Corporation pursuant to this
                  Section
                  16, the Corporation shall pay to you as a lump sum the number of
                  months of
                  Base Salary, as referred to in Section 2 (Base Salary) and as adjusted
                  from time to time in accordance with Section 4 (Annual Review)
                  set out in
                  the table below depending upon the year of employment in which
                  you are
                  terminated, plus such other sums owed for arrears of salary, vacation
                  pay
                  and, if granted pursuant to Section 5 (Performance Bonus),
                  bonus:

              


      

      
      

       

      
        
          
            	
                    Years
                      of Employment

                  	 	
                    
                      Lump
                        Sum Payment of Base Salary (as adjusted)

                    

                  
	
                    
                       

                      1
                        - 2

                       

                    

                  	 	
                    
                       

                      6
                        months

                    

                  
	
                    
                      after
                        2

                    

                  	 	
                    
                      12
                        months

                    

                  


          

        

        
        

         

      

      
        	
                 

              	
                (c)

              	
                To
                  the extent permitted by law and subject to the terms and conditions
                  of any
                  benefit plans in effect from time to time, the Corporation shall
                  maintain
                  the benefits and payments set out in Section 6 (Benefits) of this
                  Agreement (the “Maintenance Payments”) during a period of
                  6 months following termination.

              


      

       

      
        	
                 

              	
                (d)

              	
                The
                  payments of Base Salary and benefits set out in this Section 16
                  shall be
                  in lieu of any applicable notice
                  period.

              


      

       

      
        	
                 

              	
                (e)

              	
                To
                  the extent permitted by law, these terms will remain in effect,
                  until or
                  unless any more favourable terms have or will be offered to you
                  or other
                  senior officers of the company, at which point  those more
                  favourable terms will be deemed to form part of this
                  agreement.

              


      

       

      
        	
                17.

              	
                Termination
                  by the Corporation for Cause.  Notwithstanding Section 15
                  (Termination by Executive), Section 16 (Termination by the Corporation
                  Without Cause), or Section 19 (Termination Following Change of
                  Control),
                  the Corporation may terminate your employment as Senior Vice President,
                  Search, Discovery and Evaluation for Cause upon written notice
                  of such
                  termination at any time without any notice or severance. In this
                  Agreement, “Cause” shall include, but not be limited to,
                  the following:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  commission of theft, embezzlement, fraud, obtaining funds or property
                  under false pretences or similar acts of misconduct with respect
                  to the
                  property of the Corporation or its employees or the Corporation’s
                  customers or suppliers;

              


      

       

      


       

      
        
          
          

        

        
          -
            7 -

          
            

          

        

        
          
          

        

      

      


       

      
        	
                 

              	
                (b)

              	
                your
                  entering of a guilty plea or conviction for any crime involving
                  fraud,
                  misrepresentation or breach of trust, or for any serious criminal
                  offence
                  that impacts adversely on the Corporation;
                  or

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  other matter constituting just cause at common
                  law.

              


      

       

      any
        of
        which shall entitle the Corporation to terminate your employment under this
        Section 17.  If you are a director of the Corporation you will be
        deemed to have resigned as a director, effective upon your receipt of the
        notice
        of termination without any further action on your part.

       

      
        	
                18.

              	
                Termination
                  Following Change in Control.  Concurrently with execution
                  and delivery of this Agreement, you and the Corporation shall enter
                  into a
                  “Change of Control Agreement” in the form attached hereto as Schedule B
                  setting out the compensation provisions to be applicable in the
                  event of
                  the termination of your employment as Senior Vice President, Search,
                  Discovery and Evaluation of the Corporation in certain circumstances
                  following a “Change in Control” of the Corporation (as defined in the
                  Change of Control Agreement), and will remain the same as the treatment
                  of
                  all other senior officers.

              


      

       

      
        	
                19.

              	
                No
                  Additional Compensation upon Termination.  It is agreed that
                  neither you nor the Corporation shall, as a result of the termination
                  of
                  your employment, be entitled to any notice, fee, salary, bonus,
                  severance
                  or other payments, benefits or damages arising by virtue of, or
                  in any way
                  relating to, your employment or any other relationship with the
                  Corporation (including termination of such employment or relationship)
                  in
                  excess of what is specified or provided for in Section 15 (Termination
                  by
                  Executive), Section 16 (Termination by the Corporation Without
                  Cause),
                  Section 17 (Termination by the Corporation for Cause), or Section
                  19
                  (Termination Following Chance in Control), whichever is
                  applicable.  Payment of any amount whatsoever pursuant to
                  Section 15 (Termination by Executive), Section 16 (Termination
                  by the
                  Corporation Without Cause), Section 17 (Termination by the Corporation
                  for
                  Cause), or Section 19 (Termination Following Change in Control)
                  shall be
                  subject to the withholding of all applicable statutory deductions
                  by the
                  Corporation.

              


      

       

      
        	
                20.

              	
                Confidentiality
                  and Assignment of Inventions.  Concurrently with execution
                  and delivery of this Agreement and in consideration of your employment
                  by
                  the Corporation, you and the Corporation will enter into a
                  “Confidentiality Agreement and Assignment of Inventions” in the form
                  attached hereto as Schedule C.

              


      

       

      
        	
                21.

              	
                Disclosure
                  of Conflicts of Interest.  During your employment with the
                  Corporation, you will promptly, fully and frankly disclose to the
                  Corporation in writing:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  nature and extent of any interest you or your Associates (as hereinafter
                  defined) have or may have, directly or indirectly, in any contract
                  or
                  transaction or proposed contract or transaction of or with the
                  Corporation
                  or any subsidiary or affiliate of the
                  Corporation;

              


      

       

      
        	
                 

              	
                (b)

              	
                every
                  office you may hold or acquire, and every property you or your
                  Associates
                  may possess or acquire, whereby directly or indirectly a duty or
                  interest
                  might be created in conflict with the interests of the Corporation
                  or your
                  duties and obligations under this Agreement;
                  and

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  nature and extent of any conflict referred to in subsection (b)
                  above.

              


      

       

      In
        this
        Agreement the expression “Associate” shall include all those
        persons and entities that are included within the definition or meaning of
        “associate” as set forth in Section 1(1) of the Company Act (British
        Columbia), as amended, or any successor legislation of similar force and
        effect,
        and shall also include your spouse, children, parents, brothers and
        sisters.

       

      


       

      
        
          
          

        

        
          -
            8 -

          
            

          

        

        
          
          

        

      

      


       

      
        	
                22.

              	
                Avoidance
                  of Conflicts of Interest.  You acknowledge that it is the
                  policy of the Corporation that all interests and conflicts of the
                  sort
                  described in Section 21 (Disclosure of Conflicts of Interest) be
                  avoided,
                  and you agree to comply with all policies and directives of the
                  Board from
                  time to time regulating, restricting or prohibiting circumstances
                  giving
                  rise to interests or conflicts of the sort described in Section
                  21
                  (Disclosure of Conflicts of Interest).  During your employment
                  with the Corporation, without Board approval, in its sole discretion,
                  you
                  shall not enter into any agreement, arrangement or understanding
                  with any
                  other person or entity that would in any way conflict or interfere
                  with
                  this Agreement or your duties or obligations under this Agreement
                  or that
                  would otherwise prevent you from performing your obligations hereunder,
                  and you represent and warrant that you or your Associates have
                  not entered
                  into any such agreement, arrangement or understanding, provided
                  however
                  you will be permitted to accept teaching or academic activities
                  appointments as long as such activities related to such appointments
                  do
                  not conflict or hinder the performance of your
                  duties.

              


      

       

      
        	
                23.

              	
                Provisions
                  Reasonable.  It is acknowledged and agreed
                  that:

              


      

       

      
        	
                 

              	
                (a)

              	
                both
                  before and since the Effective Date the Corporation has operated
                  and
                  competed and will operate and compete in a global market, with
                  respect to
                  the business of the Corporation set out in Schedule D attached
                  hereto (the
                  “Business”);

              


      

       

      
        	
                 

              	
                (b)

              	
                competitors
                  of the Corporation and the Business are located in countries around
                  the
                  world;

              


      

       

      
        	
                 

              	
                (c)

              	
                in
                  order to protect the Corporation adequately, any enjoinder of competition
                  would have to apply world wide;

              


      

       

      
        	
                 

              	
                (d)

              	
                during
                  the course of your employment by the Corporation, both before and
                  after
                  the Effective Date, on behalf of the Corporation, you have acquired
                  and
                  will acquire knowledge of, and you have come into contact with,
                  initiated
                  and established relationships with and will come into contact with,
                  initiate and establish relationships with, both existing and new
                  clients,
                  customers, suppliers, principals, contacts and prospects of the
                  Corporation, and that in some circumstances you have been or may
                  well
                  become the senior or sole representative of the Corporation dealing
                  with
                  such persons; and

              


      

       

      
        	
                 

              	
                (e)

              	
                in
                  light of the foregoing, the provisions of Section 24 (Restrictive
                  Covenant)  below are reasonable and necessary for the proper
                  protection of the business, property and goodwill of the Corporation
                  and
                  the Business.

              


      

       

      
        	
                24.

              	
                Restrictive
                  Covenant.  Subject to the exceptions set out in Schedule E
                  attached hereto, you agree that you will not, either alone or in
                  partnership or in conjunction with any person, firm, company, corporation,
                  syndicate, association or any other entity or group, whether as
                  principal,
                  agent, employee, director, officer, shareholder, consultant or
                  in any
                  capacity or manner whatsoever, whether directly or indirectly,
                  for the
                  Term of Employment and continuing for a period of 6 months from
                  the lawful
                  termination of your employment, regardless of the reason for such
                  termination:

              


      

       

      
        	
                 

              	
                (a)

              	
                carry
                  on or be engaged in, concerned with or interested in, or advise,
                  invest in
                  or give financial assistance to, any business, enterprise or undertaking
                  that:

              


      

       

      
        	
                 

              	
                (i)

              	
                is
                  involved in the Business or in the sale, distribution, development
                  or
                  supply of any product or service that is competitive with the Business
                  or
                  any product or service of the Business;
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                competes
                  with the Corporation with respect to any aspect of the
                  Business;

              


      

       

      


       

      
        
          
          

        

        
          -
            9 -

          
            

          

        

        
          
          

        

      

      


       

      provided,
        however, that the foregoing will not prohibit you from acquiring, solely
        as an
        investment and through market purchases, securities of any such enterprise
        or
        undertaking which are publicly traded, so long as you are not part of any
        control group of such entity and such securities, which if converted, do
        not
        constitute more than 5% of the outstanding voting power of that
        entity;

       

      
        	
                 

              	
                (b)

              	
                solicit,
                  agree to be employed by, or agree to provide services to any person,
                  firm,
                  corporation or other entity that was a client, customer, supplier,
                  principal, shareholder, investor, collaborator, strategic partner,
                  licensee, contact or prospect of the Corporation during the time
                  of your
                  employment with the Corporation, whether before or after the Effective
                  Date, for any business purpose that is competitive with the Business
                  or
                  any product or service of the Business;
                  or

              


      

       

      
        	
                 

              	
                (c)

              	
                divert,
                  entice or take away from the Corporation or attempt to do so or
                  solicit
                  for the purpose of doing so, any business of the Corporation, or
                  any
                  person, firm, corporation or other entity that was an employee,
                  client,
                  customer, supplier, principal, shareholder, investor, collaborator,
                  strategic partner, licensee, contact or prospect of the Corporation
                  during
                  the time of your employment with the Corporation, whether before
                  or after
                  the Effective Date.

              


      

       

      
        	
                25.

              	
                Remedies.  You
                  acknowledge and agree that any breach or threatened breach of any
                  of the
                  provisions of Section 11 (Compliance with Insider Trading Guidelines
                  and
                  Restrictions), Section 14 (Service to Employer), Section 20
                  (Confidentiality and Assignment of Inventions), Section 21 (Disclosure
                  of
                  Conflicts of Interest), Section 22 (Avoidance of Conflicts of
                  Interest) or Section 24 (Restrictive Covenant) could cause irreparable
                  damage to the Corporation or its partners, subsidiaries or affiliates,
                  that such harm could not be adequately compensated by the Corporation’s
                  recovery of monetary damages, and that in the event of a breach
                  or
                  threatened breach thereof, the Corporation shall have the right
                  to seek an
                  injunction, specific performance or other equitable relief as well
                  as any
                  equitable accounting of all your profits or benefits arising out
                  of any
                  such breach. It is further acknowledged and agreed that the remedies
                  of
                  the Corporation specified in this Section 25 are in addition to
                  and not in
                  substitution for any rights or remedies of the Corporation at law
                  or in
                  equity and that all such rights and remedies are cumulative and
                  not
                  alternative and that the Corporation may have recourse to any one
                  or more
                  of its available rights or remedies as it shall see
                  fit.

              


      

       

      
        	
                26.

              	
                Binding
                  Effect.  This Agreement shall be binding upon and inure to
                  the benefit of the Corporation and its successors and assigns.
                  Your rights
                  and obligations contained in this Agreement are personal and such
                  rights,
                  benefits and obligations shall not be voluntarily or involuntarily
                  assigned, alienated or transferred, whether by operation of law
                  or
                  otherwise, without the prior written consent of the Corporation.
                  This
                  Agreement shall otherwise be binding upon and inure to the benefit
                  of your
                  personal or legal representatives, executors, administrators, successors,
                  heirs, distributees, devisees, legatees and permitted
                  assigns.

              


      

       

      
        	
                27.

              	
                Agreement
                  Confidential.   Both parties shall keep the terms and
                  conditions of this Agreement confidential except as may be required
                  to
                  enforce any provision of this Agreement or as may otherwise be
                  required by
                  any law, regulation or other regulatory
                  requirement.

              


      

       

      
        	
                28.

              	
                Governing
                  Law.  This Agreement shall be governed by and interpreted in
                  accordance with the laws of the Province of British Columbia and
                  applicable laws of Canada and the parties hereto attorn to the
                  exclusive
                  jurisdiction of the provincial and federal courts of such
                  province.

              


      

       

      
        	
                29.

              	
                Exercise
                  of Functions.  The rights of the Corporation as provided in
                  this Agreement may be exercised on behalf of the Corporation only
                  by the
                  Board.

              


      

       

      


      
        
          
          

        

        
          -
            10 -

          
            

          

        

        
          
          

        

      

       

      
        	
                30.

              	
                Entire
                  Agreement.  The terms and conditions of this Agreement are
                  in addition to and not in substitution for the obligations, duties
                  and
                  responsibilities imposed by law on employers and employees of corporations
                  generally, and you and the Corporation agree to comply with such
                  obligations, duties and responsibilities. Except as otherwise provided
                  in
                  this Agreement, this Agreement constitutes the entire agreement
                  between
                  the parties with respect to the subject matter hereof, and may
                  only be
                  varied by further written agreement signed by you and the Corporation.
                  This Agreement supersedes any previous communications, understandings
                  and
                  agreements between you and the Corporation regarding your employment.
                  It
                  is acknowledged and agreed that this Agreement is mutually beneficial
                  and
                  is entered into for fresh and valuable consideration with the intent
                  that
                  it shall constitute a legally binding
                  agreement.

              


      

       

      
        	
                31.

              	
                Further
                  Assurances.  The parties will execute and deliver to each
                  other such further instruments and assurances and do such further
                  acts as
                  may be required to give effect to this
                  Agreement.

              


      

       

      
        	
                32.

              	
                Surviving
                  Obligations.  Your obligations and covenants under Section
                  20 (Confidentiality and Assignment of Inventions), Section 24 (Restrictive
                  Covenant) and Section 25 (Remedies) shall survive the termination
                  of this
                  Agreement.

              


      

       

      
        	
                33.

              	
                Independent
                  Legal Advice.  You hereby acknowledge that you have obtained
                  or have had an opportunity to obtain independent legal advice in
                  connection with this Agreement, and further acknowledge that you
                  have
                  read, understand, and agree to be bound by all of the terms and
                  conditions
                  contained herein.

              


      

       

      
        	
                34.

              	
                Notice.  All
                  notices and other communications that are required or permitted
                  by this
                  Agreement must be in writing and shall be hand delivered or sent
                  by
                  express delivery service or certified or registered mail, postage
                  prepaid,
                  or by facsimile transmission (with written confirmation copy by
                  registered
                  mail) to the parties at the addresses indicated
                  below.

              


      

       

      If
        to Aspreva:

       

      Aspreva
        Pharmaceuticals Corporation

      Farris,
        Vaughan, Wills & Murphy

      26th
        Floor, 700 West Georgia Street

      Vancouver,
        BC. V7Y 1B3

       

      Attn:           R.
        Hector MacKay-Dunn


       

      If
        to Name: Richard Jones

       

      


       

      Any
        such notice shall be deemed to have been received on the earlier of the date
        actually received or the date five (5) days after the same was posted or
        sent.  Either party may change its address or its facsimile number by
        giving the other party written notice, delivered in accordance with this
        Section.

       

      
        	
                35.

              	
                Severability.  If
                  any provision of this Agreement or any part thereof shall for any
                  reason
                  be held to be invalid or unenforceable in any respect, then such
                  invalid
                  or unenforceable provision or part shall be severable and severed
                  from
                  this Agreement and the other provisions of this Agreement shall
                  remain in
                  effect and be construed as if such invalid or unenforceable provision
                  or
                  part had never been contained
                  herein.

              


      

       

      
        	
                36.

              	
                Waiver.  Any
                  waiver of any breach or default under this Agreement shall only
                  be
                  effective if in writing signed by the party against whom the waiver
                  is
                  sought to be enforced, and no waiver shall be implied by any other
                  act or
                  conduct or by any indulgence, delay or omission.  Any waiver
                  shall only apply to the specific matter waived and only in the
                  specific
                  instance in which it is waived.

              


      

       

      


      
        
          
          

        

        
          -
            11 -

          
            

          

        

        
          
          

        

      

       

      


       

      
        	
                37.

              	
                Counterparts.  This
                  Agreement may be executed in any number of counterparts, each of
                  which so
                  executed shall be deemed to be an original, and such counterparts
                  will
                  together constitute but one
                  Agreement.

              


      

       

      If
        you
        accept and agree to the foregoing, please confirm your acceptance and agreement
        by signing the enclosed duplicate copy of this letter where indicated below
        and
        by returning it to us. You are urged to consider fully all the above terms
        and
        conditions and to obtain independent legal advice or any other advice you
        feel
        is necessary before you execute this agreement.

       

      Yours
        truly,

       

      ASPREVA
        PHARMACEUTICALS CORPORATION

       

      

      By: _________________________________________________ 

           
Authorized
        Signatory

       

      Accepted
        and agreed to by Richard Jones as of the 1st day of
        November
        2005.

       

       

      
        	/s/
                Richard Jones	 
	
                Richard
                  Jones

              	 


      

       

       

      
        
          
          

        

        
          -
            12 -

          
            

          

        

        
          
          

        

      

      SCHEDULE
        A

      DESCRIPTION
        OF THE DUTIES AND FUNCTIONS

      OF
        THE OF SENIOR VICE PRESIDENT, SEARCH, DISCOVERY AND
        EVALUATION

       

      
        
          
            	
                    Aspreva
                      Position:

                  	 	
                    #246

                  
	 	 	 
	
                    Name:

                  	 	
                    Richard
                      Jones

                  
	 	 	 
	
                    Reports
                      to:

                  	 	
                    President

                  
	 	 	 
	
                    Department:

                  	 	
                    Business
                      Development

                  
	 	 	 
	
                    Location:

                  	 	
                    Victoria
                      BC

                  


          

        

      

       

      Purpose
        of Position

      This
        role will lead the search, discovery, and evaluation of potential target
        compounds suitable for Aspreva’s indication partnering approach.  They
        will lead their globally based group and be responsible for driving compounds
        through to EMT approval for commercial negotiation (“business pitch”); and as
        necessary the setting up proof of concept studies/programs that will provide
        necessary data to de-risk potential compounds and facilitate decisions on
        a
        project.  This person will be a vital contributor to the company’s
        strategy and will be part of the team which determines the future direction
        and
        success of the company.

      


      Roles
        and Responsibilities:

      
        	
                 

              	
                •

              	
                To
                  lead and guide the pre-selection, initial evaluation (including
                  proof of
                  concept and Phase 2 trials) and early discussion of potential licensing
                  opportunities.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  undertake early due diligence work in regard to the target
                  compound.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  champion prospective target compounds and gain appropriate internal
                  approvals to allow colleagues in Business Development to start
                  engaging a
                  prospective partner.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  maintain a close interest in potential alliances/deals, after passing
                  the
                  leads to the BD group which is responsible for full commercial
                  evaluation,
                  negotiation and alliance
                  management.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  establish an extensive global network with an array of
                  discoverers/developers including pharma companies, venture capitalists,
                  biotechs, investment banks, universities, and other research centers
                  in
                  order to stay abreast of developments in the academia and the drug
                  industry and to position Aspreva as the partner of choice in appropriate
                  potential deals.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  maintain links with appropriate Key Opinion Leaders and research
                  centers
                  in order to access latest medical thinking as well as have access
                  to the
                  best places for clinical studies.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  develop and maintain knowledge of the latest scientific and medical
                  thinking in order to pro-actively identify potential deal
                  targets.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  build a team of individuals to support the Vice President of Search,
                  Discovery & Evaluation in his or her endeavours; to mentor and develop
                  the team, and to encourage innovation and
                  commitment.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                 

              	
                •

              	
                To
                  work closely with the senior management team to keep them appraised
                  on
                  potential leads being identified.

              


      

      


      
        	
                 

              	
                •

              	
                To
                  manage the departmental budget and meet required
                  goals.

              


      

      


      Requirements:

      
        	
                •

              	
                Strong
                  scientific and medical background with a thorough grounding in
                  drug
                  development.  An MD is essential, preferably an
                  internist.

              


      

       

      
        	
                •

              	
                The
                  necessary strategic skills to identify potential label expansions
                  and the
                  persuasive and logical manner necessary to champion a potential
                  partnership or product.

              


      

       

      
        	
                •

              	
                An
                  intelligent, creative and articulate individual who can relate
                  to people
                  at all levels of an organization and possesses excellent communication
                  skills

              


      

      
         

        
          	
                  •

                	
                  
                    Energetic
                      and
                      enthusiastic, with the drive and determination to improve quality
                      at every
                      level and the business acumen to manage complex issues and
                      environments

                  

                


        

         

      

      
        	
                •

              	
                Innovation

              


      

       

      
        	
                •

              	
                Leadership
                  skills - A progressive track record of managing employees at many
                  levels

              


      

       

      
        	
                •

              	
                Passion
                  for medicine and drug development

              


      

       

      
        	
                •

              	
                Relationship
                  building skills

              


      

       

      
        	
                •

              	
                Strong
                  analytical ability

              


      

       

      
        	
                •

              	
                Commitment
                  and tenacity

              


      

       

      
        	
                •

              	
                Excellent
                  presentation skills

              


      

       

      
        	
                •

              	
                Persuasive
                  style

              


      

       

      
        	
                •

              	
                Imagination
                  and passion

              


      

       

      


      Position
        Description Sign-off

      
        


         

      

      
        
          	
                  I
                    have read and I understand the contents of this job
                    description.

                  
                    Employee:
                      Richard Jones   

                  

                
	 	 	 	 
	Signature:	/s/
                  Richard Jones	
                  Date:

                	 
	 	 	 	 
	 	 	 	 
	
                  This
                    description is an accurate statement of the position’s assigned duties,
                    responsibilities and reporting relationships as at 1st
                    day of
                    November 2005.   

                
	 	 	 	 
	
                  Manager:
                    Noel Hall

                	 	 	 
	 	 	 	 
	Signature:	 	
                  Title:

                	 
                  President
	 	 	 	 
	
                  Human
                    Resources:

                	 	 	 
	 	 	 	 
	Signature:	/s/
                  Martin Thornton	
                   Date:

                	 
                  19/Oct/2006
	 	 	 	 
	 	 	 	 


        

        
 

        
          
            
            

          

          
            - 2
              -

            
              

            

          

          
            
            

          

        

      

       

      SCHEDULE
        B

       

      ASPREVA
        PHARMACEUTICALS CORPORATION

       

      


       

      November
        1, 2005

       

      


       

      


       

      Dear
        Richard:

       

      Re:
        Change in Control Agreement

       

      Aspreva
        Pharmaceuticals Corporation (the “Corporation”) considers it
        essential to the best interests of its members to foster the continuous
        employment of its senior executive officers. In this regard, the Board of
        Directors of the Corporation (the “Board”) has determined that
        it is in the best interests of the Corporation and its members that appropriate
        steps should be taken to reinforce and encourage management’s continued
        attention, dedication and availability to the Corporation in the event of
        a
        Potential Change in Control (as defined in Section 38), without being distracted
        by the uncertainties which can arise from any possible changes in control
        of the
        Corporation.

       

      In
        order to induce you to agree to remain in the employ of the Corporation,
        such
        agreement evidenced by the employment agreement entered into as of the date
        of
        this Agreement between you and the Corporation (the “Employment
        Agreement”) and in consideration of your agreement as set forth in
        Section 39 below, the Corporation agrees that you shall receive and you agree
        to
        accept the severance and other benefits set forth in this Agreement should
        your
        employment with the Corporation be terminated subsequent to a Change in Control
        (as defined in Section 1) in full satisfaction of any and all claims that
        now
        exist or then may exist for remuneration, fees, salary, bonuses or severance
        arising out of or in connection with your employment by the Corporation or
        the
        termination of your employment:

      The
        following numbering is done with the Alt NG (general) numbering
        macro.  The numbered paragraphs use List styles.  The
        shortcut keys are Alt G1, Alt G2 etc.   

       

      
        Term
          of Agreement.

      

       

      This
        Agreement shall be in effect for a term commencing on the Effective Date
        of the
        Employment Agreement (as therein defined) and ending on the date of termination
        of the Employment Agreement.

       

      
        	
                38.

              	
                Definitions.

              


      

       

      
        	
                 

              	
                (a)

              	
                “Affiliate”
                  means a corporation that is an affiliate of the Corporation under
                  the
                  Securities Act (British Columbia), as amended from time to
                  time.

              


      

       

      
        	
                 

              	
                (b)

              	
                “Change
                  in Control” of the Corporation shall be deemed to have
                  occurred:

              


      

       

      
        	
                 

              	
                (i)

              	
                if
                  a merger, amalgamation, arrangement, consolidation, reorganization
                  or
                  transfer takes place in which Equity Securities of the Corporation
                  possessing more than 50% of the total combined voting power of
                  the
                  Corporation’s outstanding Equity Securities are acquired by a person or
                  persons different from the persons holding those Equity Securities
                  immediately prior to such transaction, and the composition of the
                  Board
                  following such transaction is such that the directors of the Corporation
                  prior to the transaction constitute less than 50% of the Board
                  membership
                  following the transaction, except that no Change in Control will
                  be deemed
                  to occur if such merger, amalgamation, arrangement, consolidation,
                  reorganization or transfer is with any subsidiary or subsidiaries
                  of the
                  Corporation;

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (ii)

              	
                if
                  any person, or any combination of persons (different from those
                  person(s)
                  holding Equity Securities prior to the date hereof) acting jointly
                  or in
                  concert by virtue of an agreement, arrangement, commitment or
                  understanding shall acquire or hold, directly or indirectly, 50%
                  or more
                  of the voting rights attached to all outstanding Equity Securities;
                  or

              


      

       

      
        	
                 

              	
                (iii)

              	
                if
                  any person, or any combination of persons (different from those
                  person(s)
                  holding Equity Securities prior to the date hereof) acting jointly
                  or in
                  concert by virtue of an agreement, arrangement, commitment or
                  understanding shall acquire or hold, directly or indirectly, the
                  right to
                  appoint a majority of the directors of the Corporation;
                  or

              


      

       

      
        	
                 

              	
                (iv)

              	
                if
                  the Corporation sells, transfers or otherwise disposes of all or
                  substantially all of its assets, except that no Change of Control
                  will be
                  deemed to occur if such sale or disposition is made to a subsidiary
                  or
                  subsidiaries of the Corporation.

              


      

       

      provided
        however, that a Change in Control shall not be deemed to have occurred if
        such
        Change in Control results solely from the issuance of Equity Securities in
        connection with a bona fide financing or series of financings by the
        Corporation.

       

      
        	
                 

              	
                (c)

              	
                “Base
                  Salary” shall mean the annual base salary, as referred to in Section 2
                  (Base Salary), and as adjusted from time to time in accordance
                  with
                  Section 4 (Annual Review), of the Employment
                  Agreement.

              


      

       

      
        	
                 

              	
                (d)

              	
                “Bonus”
                  shall mean the bonus referred to in Section 5 (Performance Bonus)
                  of the
                  Employment Agreement.

              


      

       

      
        	
                 

              	
                (e)

              	
                “Cause”
                  shall have the meaning set out in Section 17 (Termination by the
                  Corporation for Cause) of the Employment
                  Agreement.

              


      

       

      
        	
                 

              	
                (f)

              	
                “Date
                  of Termination” shall mean, if your employment is terminated, the date
                  specified in the Notice of
                  Termination.

              


      

       

      
        	
                 

              	
                (g)

              	
                “Equity
                  Security” in respect of a security of the Corporation, shall have the
                  meaning ascribed thereto in Part II of the Securities Act
                  (British Columbia), as it existed on the date of this Agreement,
                  and also
                  means any security carrying the right to convert such security
                  into,
                  exchange such security for, or entitling the holder to subscribe
                  for, any
                  equity security, or into or for any such convertible or exchangeable
                  security or security carrying a subscription
                  right.

              


      

       

      
        	
                 

              	
                (h)

              	
                “Good
                  Reason” shall mean the occurrence of one or more of the following events,
                  without your express written consent, within 12 months of Change
                  in
                  Control:

              


      

       

      
        	
                 

              	
                (i)

              	
                a
                  material change in your status, position, authority or responsibilities
                  that does not represent a promotion from or represents an adverse
                  change
                  from your status, position, authority or responsibilities in effect
                  immediately prior to the Change in
                  Control;

              


      

       

      
        	
                 

              	
                (ii)

              	
                a
                  material reduction by the Corporation, in the aggregate, in your
                  Base
                  Salary, or incentive, retirement, health benefits, bonus or other
                  compensation plans provided to you immediately prior to the Change
                  in
                  Control, unless an equitable arrangement has been made with respect
                  to
                  such benefits in connection with a Change in
                  Control;

              


      

       

       

      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iii)

              	
                a
                  failure by the Corporation to continue in effect any other compensation
                  plan in which you participated immediately prior to the Change
                  in Control
                  (except for reasons of non-insurability), including but not limited
                  to,
                  incentive, retirement and health benefits, unless an equitable
                  arrangement
                  has been made with respect to such benefits in connection with
                  a Change in
                  Control;

              


      

       

      
        	
                 

              	
                (iv)

              	
                any
                  request by the Corporation or any affiliate of the Corporation
                  that you
                  participate in an unlawful act; or

              


      

       

      
        	
                 

              	
                (v)

              	
                any
                  purported termination of your employment by the Corporation after
                  a Change
                  in Control which is not effected pursuant to a Notice of Termination
                  satisfying the requirements of clause (i) below and for the purposes
                  of this Agreement, no such purported termination shall be
                  effective.

              


      

       

      
        	
                 

              	
                (i)

              	
                “Notice
                  of Termination” shall mean a notice, in writing, communicated to the other
                  party in accordance with Section 42 below, which shall indicate
                  the
                  specific termination provision in this Agreement relied upon and
                  shall set
                  forth in reasonable detail the facts and circumstances claimed
                  to provide
                  a basis for termination of your employment under the provision
                  so
                  indicated.

              


      

       

      
        	
                 

              	
                (j)

              	
                “Potential
                  Change in Control” of the Corporation shall be deemed to have occurred
                  if:

              


      

       

      
        	
                 

              	
                (i)

              	
                the
                  Corporation enters into an agreement, the consummation of which
                  would
                  result in the occurrence of a Change in
                  Control;

              


      

       

      
        	
                 

              	
                (ii)

              	
                any
                  person (including the Corporation) publicly announces an intention
                  to take
                  or to consider taking actions which if consummated would constitute
                  a
                  Change in Control; or

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Board adopts a resolution to the effect that, for the purposes
                  of this
                  Agreement, a Potential Change in Control of the Corporation has
                  occurred.

              


      

       

      
        	
                39.

              	
                Potential
                  Change in Control.

              


      

       

      You
        agree that, in the event of a Potential Change in Control of the Corporation
        occurring after the Effective Date, and until 12 months after a Change in
        Control, subject to your right to terminate your employment by issuing and
        delivering a Notice of Termination for Good Reason, you will continue to
        diligently carry out your duties and obligations, on the terms set out in
        the
        Employment Agreement.

       

      
        	
                40.

              	
                Compensation
                  Upon Termination Following Change in
                  Control.

              


      

       

      Subject
        to compliance by you with Section 39, upon your employment terminating pursuant
        to a Notice of Termination within 12 months after a Change in Control, the
        Corporation agrees that you shall receive and you agree to accept, the following
        payments in full satisfaction of any and all claims you may have or then
        may
        have against the Corporation, for remuneration, fees, salary, benefits, bonuses
        or severance, arising out of or in connection with your employment by the
        Corporation or the termination of your employment:

       

      
        	
                 

              	
                (a)

              	
                If
                  your employment shall be terminated by the Corporation for Cause
                  or by you
                  other than for Good Reason, the terms of the Employment Agreement
                  shall
                  govern and the Corporation shall have no further obligations to
                  you under
                  this Agreement.

              


      

       

      
        	
                 

              	
                (b)

              	
                If
                  your employment by the Corporation shall be terminated by you for
                  Good
                  Reason or by the Corporation other than for Cause, then you shall
                  be
                  entitled to the payments and benefits provided
                  below:

              


      

       

      
        	
                 

              	
                (i)

              	
                subject
                  to the withholding of all applicable statutory deductions, the
                  Corporation
                  shall pay you a lump sum equal to 12 months’ Base Salary, as referred to
                  in Section 2 (Base Salary) and as adjusted from time to time in
                  accordance
                  with Section 4 (Annual Review) of the Employment Agreement, plus
                  other
                  sums owed for arrears of salary, vacation pay and, if awarded,
                  Bonus;

              


      

       

       

      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (ii)

              	
                to
                  the extent permitted by law and subject to the terms and conditions
                  of any
                  benefit plans in effect from time to time, the Corporation shall
                  maintain
                  the benefits and payments set out in Section 6 (Benefits) of the
                  Employment Agreement during the 12 month
                  period;

              


      

       

      
        	
                 

              	
                (iii)

              	
                the
                  Corporation shall arrange for you to be provided with such outplacement
                  career counselling services as are reasonable and appropriate,
                  to assist
                  you in seeking new executive level employment;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                all
                  incentive stock options and trust shares granted to you by the
                  Corporation
                  under any stock option and/or trust share agreement that is entered
                  into
                  between you and the Corporation and is outstanding at the time
                  of
                  termination of your employment, which incentive stock options and
                  or trust
                  shares have not yet vested, shall immediately vest upon the termination
                  of
                  your employment and shall be fully exercisable by you in accordance
                  with
                  the terms of the agreement or agreements under which such options
                  were
                  granted.

              


      

       

      You
        shall not be required to mitigate the amount of any payment provided for
        in this
        Section 40 by seeking other employment or otherwise, nor will any sums actually
        received be deducted.

       

      
        	
                41.

              	
                Binding
                  Agreement.

              


      

       

      This
        Agreement shall enure to the benefit of and be enforceable by your personal
        or
        legal representatives, executors, administrators, successors, heirs,
        distributees, devisees and legatees. If you die while any amount would still
        be
        payable to you under this Agreement if you had continued to live, that amount
        shall be paid in accordance with the terms of this Agreement to your devisee,
        legatee or other designee or, if there is no such designee, to your
        estate.

       

      
        	
                42.

              	
                Notices.

              


      

       

      All
        notices and other communications that are required or permitted by this
        Agreement must be in writing and shall be hand delivered or sent by express
        delivery service or certified or registered mail, postage prepaid, or by
        facsimile transmission (with written confirmation copy by registered mail)
        to
        the parties at the addresses indicated below.

       

      If
        to Aspreva:

       

      Aspreva
        Pharmaceuticals Corporation

      Farris,
        Vaughan, Wills & Murphy

      26th
        Floor, 700 West Georgia Street

      Vancouver,
        BC  V7Y 1B3

       

      Attn:           R.
        Hector MacKay-Dunn


       

      If
        to Richard Jones:

      


       

      


       

      Any
        such notice shall be deemed to have been received on the earlier of the date
        actually received or the date five (5) days after the same was posted or
        sent.  Either party may change its address or its facsimile number by
        giving the other party written notice, delivered in accordance with this
        Section.

       

       

      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

       

      
        	
                43.

              	
                Modification:
                  Amendments: Entire
                  Agreement.

              


      

       

      This
        Agreement may not be modified, waived or discharged unless such waiver,
        modification or discharge is agreed to in writing and signed by you and such
        officer as may be specifically designated by the Board. No waiver by either
        party at any time of any breach by the other party of, or compliance with,
        any
        condition or provision of this Agreement to be performed by such other party
        will be deemed a waiver of similar or dissimilar provisions or conditions
        at the
        same or at any prior or subsequent time. Except as set forth in your Employment
        Agreement, no agreements or representations, oral or otherwise, express or
        implied, with respect to the subject matter hereof have been made by either
        party which are not expressly set forth in this Agreement.

       

      
        	
                44.

              	
                Governing
                  Law.

              


      

       

      This
        Agreement shall be governed by and interpreted in accordance with the laws
        of
        the Province of British Columbia and applicable laws of Canada and the parties
        hereto attorn to the exclusive jurisdiction of the provincial and federal
        courts
        of such province.

       

      
        	
                45.

              	
                Validity.

              


      

       

      The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this Agreement,
        which shall remain in full force and effect.

       

      
        	
                46.

              	
                No
                  Employment or Service
                  Contract

              


      

       

      Nothing
        in this Agreement shall confer upon you any right to continue in the employment
        of the Corporation for any period of specific duration or interfere with
        or
        otherwise restrict in any way the rights of the Corporation or you, which
        rights
        are hereby expressly reserved by each, to terminate your employment at any
        time
        for any reason whatsoever, with or without cause.

       

      If
        the
        foregoing sets forth our agreement on this matter, kindly sign and return
        to the
        Corporation a copy of this letter.

       

      Yours
        truly,

       

      ASPREVA
        PHARMACEUTICALS
        CORPORATION

       

      

       

      By:
        _____________________________________________________                                                               

                                                                                      Authorized
        Signatory

       

      Accepted
        and agreed to by Richard Jones as of the 1st day of
        November
        2005.

       

      


      ____________________________________

      Richard
        Jones

       

       

      
        
          
          

        

        
          -
            5 -

          
            

          

        

        
          
          

        

      

      SCHEDULE
        C

       

      CONFIDENTIALITY
        AGREEMENT AND

      ASSIGNMENT
        OF INVENTIONS

       

      


       

      ASPREVA
        PHARMACEUTICALS CORPORATION

       

      


       

      PRIVATE
        AND CONFIDENTIAL

       

      
        November
          1, 2005

      

       

      Richard
        Jones

       

      


       

      Dear
        Richard:

       

      The
        purpose of this letter is to confirm and record the terms of the agreement
        (the
“Agreement”) between you and Aspreva Pharmaceuticals
        Corporation (“Aspreva”) concerning the terms on which you will
        (i) receive from and disclose to Aspreva proprietary and confidential
        information; (ii) agree to keep the information confidential, to protect
        it from
        disclosure and to use it only in accordance with the terms of this Agreement;
        and (iii) assign to Aspreva all rights, including any ownership interest
        which
        may arise in all inventions and intellectual property developed or disclosed
        by
        you over the course of your work during your employment with Aspreva. The
        effective date (“Effective Date”) of this Agreement is the date
        that you start or started working at Aspreva, as indicated in the employment
        agreement between you and Aspreva dated as of 1st March,
        2006.

       

      In
        consideration of the offer of employment by Aspreva and the payment by Aspreva
        to you of the sum of CDN$1.00 and other good and valuable consideration,
        the
        receipt and sufficiency of which is hereby acknowledged, you and Aspreva
        hereby
        agree as follows:

      The
        following numbering is done with the Alt NB numbering macro.  There
        are 6 levels (Heading 1 to Heading 6 styles); shortcut keys Ctrl Alt 1 to
        Ctrl
        Alt 6.  

       

      
        INTERPRETATION

      

       

      1.2                    Definitions.  In
        this Agreement:

       

      
        	
                 

              	
                (a)

              	
                “Confidential
                  Information”, subject to the exemptions set out in Section 2.8,
                  shall mean any information relating to Aspreva’s Business (as hereinafter
                  defined), whether or not conceived, originated, discovered, or
                  developed
                  in whole or in part by you, that is not generally known to the
                  public or
                  to other persons who are not bound by obligations of confidentiality
                  and:

              


      

       

      
        	
                 

              	
                (i)

              	
                from
                  which Aspreva derives economic value, actual or potential, from
                  the
                  information not being generally known;
                  or

              


      

       

      
        	
                 

              	
                (ii)

              	
                in
                  respect of which Aspreva otherwise has a legitimate interest in
                  maintaining secrecy;

              


      

       

      and
        which, without limiting the generality of the foregoing, shall
        include;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (iii)

              	
                all
                  proprietary information licensed to, acquired, used or developed
                  by
                  Aspreva in its search and development activities including but
                  not
                  restricted to the development and commercialization of drugs for
                  rare
                  diseases and conditions and orphan drugs as defined by the U.S.
Orphan
                  Drug Act, other scientific strategies and
                  concepts, designs, know-how, information, material, formulas, processes,
                  research data and proprietary rights in the nature of copyrights,
                  patents,
                  trademarks, licenses and industrial
                  designs;

              


      

       

      
        	
                 

              	
                (iv)

              	
                all
                  information relating to Aspreva’s Business, and to all other aspects of
                  Aspreva’s structure, personnel, and operations, including financial,
                  clinical, regulatory, marketing, advertising and commercial information
                  and strategies, customer lists, compilations, agreements and contractual
                  records and correspondence; programs, devices, concepts, inventions,
                  designs, methods, processes, data, know-how, unique combinations
                  of
                  separate items that is not generally known and items provided or
                  disclosed
                  to Aspreva by third parties subject to restrictions on use or
                  disclosure;

              


      

       

      
        	
                 

              	
                (v)

              	
                all
                  know-how relating to Aspreva’s Business including, all biological,
                  chemical, pharmacological, toxicological, pharmaceutical, physical
                  and
                  analytical, clinical, safety, manufacturing and quality control
                  data and
                  information, and all applications, registrations, licenses,
                  authorizations, approvals and correspondence submitted to regulatory
                  authorities;

              


      

       

      
        	
                 

              	
                (vi)

              	
                all
                  information relating to the businesses of competitors of Aspreva
                  including
                  information relating to competitors’ research and development,
                  intellectual property, operations, financial, clinical, regulatory,
                  marketing, advertising and commercial strategies, that is not generally
                  known;

              


      

       

      
        	
                 

              	
                (vii)

              	
                all
                  information provided by Aspreva’s agents, consultants, lawyers,
                  contractors, licensors or licensees to Aspreva and relating to
                  Aspreva’s
                  Business; and

              


      

       

      
        	
                 

              	
                (viii)

              	
                all
                  information relating to your compensation and benefits, including
                  your
                  salary, vacation, stock options, rights to continuing education,
                  perquisites, severance notice, rights on termination and all other
                  compensation and benefits, except that you shall be entitled to
                  disclose
                  such information to your bankers, advisors, agents, consultants
                  and other
                  third parties who have a duty of confidence to you and who have
                  a need to
                  know such information in order to provide advice, products or services
                  to
                  you.

              


      

       

      
        	
                 

              	
                (b)

              	
                “Inventions”
                  shall mean any and all discoveries, developments, enhancements,
                  improvements, concepts, formulas, processes, ideas, writings, whether
                  or
                  not reduced to practice, industrial and other designs, patents,
                  patent
                  applications, provisional patent applications, continuations,
                  continuations-in-part, substitutions, divisionals, reissues, renewals,
                  re-examinations, extensions, supplementary protection certificates
                  or the
                  like, trade secrets or utility models, copyrights and other forms
                  of
                  intellectual property including all applications, registrations
                  and
                  related foreign applications filed and registrations granted
                  thereon.

              


      

       

      
        	
                 

              	
                (c)

              	
                “Work
                  Product” shall mean any and all Inventions and possible
                  Inventions relating to Aspreva’s Business resulting from any work
                  performed by you for Aspreva that you may invent or co-invent during
                  your
                  involvement in any capacity with Aspreva, except those Inventions
                  invented
                  by you entirely on your own time that do not relate to Aspreva’s Business
                  or do not derive from any equipment, supplies, facilities, Confidential
                  Information or other information, gained, directly or indirectly,
                  by you
                  from or through your involvement in any capacity with
                  Aspreva.

              


      

       

       

      
        
          
          

        

        
          -
            2 -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                “Aspreva’s
                  Business” shall mean the businesses actually carried on by
                  Aspreva, directly or indirectly, whether under an agreement with
                  or in
                  collaboration with, any other party including but not exclusively,
                  the
                  development and commercialization of drugs for rare diseases and
                  conditions and orphan drugs as defined by the U.S. Orphan Drug
                  Act.

              


      

       

      
        	
                2.

              	
                 
                  CONFIDENTIALITY

              


      

       

      2.1                      Basic
        Obligation of Confidentiality.  You hereby acknowledge and
        agree that in the course of your involvement with Aspreva, Aspreva may disclose
        to you or you may otherwise have access or be exposed to Confidential
        Information.  Aspreva hereby agrees to provide such access to you and
        you agree to receive and hold all Confidential Information on the terms and
        conditions set out in this Agreement.  Except as set out in this
        Agreement, you will keep strictly confidential all Confidential Information
        and
        all other information belonging to Aspreva that you acquire, observe or are
        informed of, directly or indirectly, in connection with your involvement,
        in any
        capacity, with Aspreva.

       

      2.2                      Fiduciary
        Capacity.  You will be and act toward Aspreva as a fiduciary
        in respect of the Confidential Information.

       

      2.3                      Non-disclosure.  Unless
        Aspreva first gives you written permission to do so under Section 2.7 of
        this
        Agreement, you will not at any time, either during or after your involvement
        in
        any capacity with Aspreva;

       

      
        	
                 

              	
                (a)

              	
                use
                  or copy Confidential Information or your recollections
                  thereof;

              


      

       

      
        	
                 

              	
                (b)

              	
                publish
                  or disclose Confidential Information or your recollections thereof
                  to any
                  person other than to employees of Aspreva who have a need to know
                  such
                  Confidential Information for their work for
                  Aspreva;

              


      

       

      
        	
                 

              	
                (c)

              	
                permit
                  or cause any Confidential Information to be used, copied, published,
                  disclosed, translated or adapted except as otherwise expressly
                  permitted
                  by this Agreement;

              


      

       

      
        	
                 

              	
                (d)

              	
                permit
                  or cause any Confidential Information to be stored off the premises
                  of
                  Aspreva, including permitting or causing such Information to be
                  stored in
                  electronic format on personal computers, except in accordance with
                  written
                  procedures of Aspreva, as amended from time to time in writing;
                  or

              


      

       

      
        	
                 

              	
                (e)

              	
                communicate
                  the Confidential Information or your recollections thereof to another
                  employee of Aspreva in a public place or using methods of communication
                  that are capable of being intercepted (such as unencrypted messages
                  using
                  the internet or cellular phones) or overheard, without the written
                  permission of Aspreva.

              


      

       

      2.4                      Taking
        Precautions.  You will take all reasonable precautions
        necessary or prudent to prevent material in your possession or control that
        contains or refers to Confidential Information from being discovered, used
        or
        copied by third parties.

       

      2.5                      Aspreva’s
        Ownership of Confidential Information.  As between you and
        Aspreva, Aspreva shall own all right, title and interest in and to the
        Confidential Information, whether or not created or developed by
        you.

       

      2.6                      Control
        of Confidential Information and Return of Information.  All
        physical materials produced or prepared by you containing Confidential
        Information, including, without limitation, biological material, chemical
        entities, test results, notes of experiments, computer files, photographs,
        x-ray
        film, designs, devices, formulas, memoranda, drawings, plans, prototypes,
        samples, accounts, reports, financial statements, estimates and materials
        prepared in the course of your responsibilities to or for the benefit of
        Aspreva, shall belong to Aspreva, and you will promptly turn over to Aspreva’s
        possession 

       

      
        
          
          

        

        
          -
            3 -

          
            

          

        

        
          
          

        

      

       

      every
        original and copy of any and all such items in your possession or control
        upon
        request by Aspreva. You shall not permit or cause any physical materials
        to be
        stored off the premises of Aspreva, unless in accordance with written procedures
        of Aspreva, as amended from time to time in writing. You shall not transfer
        any
        biological material to another person outside of Aspreva, unless a material
        transfer agreement has been signed by both Aspreva and the other
        party.  You shall not accept any biological material from another
        person outside of Aspreva, unless in accordance with written procedures of
        Aspreva, as amended from time to time in writing.

       

      2.7                      Purpose
        of Use.  You will use Confidential Information only for
        purposes authorised or directed by Aspreva.

       

      2.8                      Exemptions.  Your
        obligation of confidentiality under this Agreement will not apply to any
        of the
        following:

       

      
        	
                 

              	
                (a)

              	
                information
                  that is already known to you, though not due to a prior disclosure
                  by
                  Aspreva or by a person who obtained knowledge of the information,
                  directly
                  or indirectly, from Aspreva;

              


      

       

      
        	
                 

              	
                (b)

              	
                information
                  disclosed to you by another person who is not obliged to maintain
                  the
                  confidentiality of that information and who did not obtain knowledge
                  of
                  the information, directly or indirectly, from
                  Aspreva;

              


      

       

      
        	
                 

              	
                (c)

              	
                information
                  that is developed by you independently of Confidential Information
                  received from Aspreva and such independent development can be documented
                  by you;

              


      

       

      
        	
                 

              	
                (d)

              	
                other
                  particular information or material which Aspreva expressly exempts
                  by
                  written instrument signed by
                  Aspreva;

              


      

       

      
        	
                 

              	
                (e)

              	
                information
                  or material that is in the public domain through no fault of your
                  own;
                  and

              


      

       

      
        	
                 

              	
                (f)

              	
                information
                  or material that you are obligated by law to disclose, to the extent
                  of
                  such obligation, provided that:

              


      

       

      
        	
                 

              	
                (i)

              	
                in
                  the event that you are required to disclose such information or
                  material,
                  then, as soon as you become aware of this obligation to disclose,
                  you will
                  provide Aspreva with prompt written notice so that Aspreva may
                  seek a
                  protective order or other appropriate remedy and/or waive compliance
                  with
                  the provisions of this Agreement;

              


      

       

      
        	
                 

              	
                (ii)

              	
                if
                  Aspreva agrees that the disclosure is required by law, it will
                  give you
                  written authorization to disclose the information for the required
                  purposes only;

              


      

       

      
        	
                 

              	
                (iii)

              	
                if
                  Aspreva does not agree that the disclosure is required by law,
                  this
                  Agreement will continue to apply, except to the extent that a Court
                  of
                  competent jurisdiction orders otherwise;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                if
                  a protective order or other remedy is not obtained or if compliance
                  with
                  this Agreement is waived, you will furnish only that portion of
                  the
                  Confidential Information that is legally required and will exercise
                  all
                  reasonable efforts to obtain confidential treatment of such Confidential
                  Information.

              


      

       

       

      
        
          
          

        

        
          -
            4 -

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                ASSIGNMENT
                  OF INTELLECTUAL PROPERTY
                  RIGHTS

              


      

       

      3.1                      Notice
        of Invention.  You agree to promptly and fully inform Aspreva
        of all your Work Product, whether or not patentable, throughout the course
        of
        your involvement, in any capacity, with Aspreva, whether or not developed
        before
        or after your execution of this Agreement.  On your ceasing to be
        employed by Aspreva for any reason whatsoever, you will immediately deliver
        up
        to Aspreva all of your Work Product.  You further agree that all of
        your Work Product shall at all times be the Confidential Information of
        Aspreva.

       

      3.2                      Assignment
        of Rights.  Subject only to those exceptions set out in
Exhibit A hereto, you will assign, and do hereby assign,
        to
        Aspreva or, at the option of Aspreva and upon notice from Aspreva, to Aspreva’s
        designee, your entire right, title and interest in and to all of your Work
        Product during your involvement, in any capacity, with Aspreva and all other
        rights and interests of a proprietary nature in and associated with your
        Work
        Product, including all patents, patent applications filed and other
        registrations granted thereon.  To the extent that you retain or
        acquire legal title to any such rights and interests, you hereby declare
        and
        confirm that such legal title is and will be held by you only as trustee
        and
        agent for Aspreva.  You agree that Aspreva’s rights hereunder shall
        attach to all of your Work Product, notwithstanding that it may be perfected
        or
        reduced to specific form after you have terminated your relationship with
        Aspreva.  You further agree that Aspreva’s rights hereunder are
        worldwide rights and are not limited to Canada, but shall extend to every
        country of the world.

       

      3.3                      Moral
        Rights.  Without limiting the foregoing, you irrevocably
        waive any and all moral rights arising under the Copyright Act
        (Canada), as amended, or any successor legislation of similar force and effect
        or similar legislation in other applicable jurisdictions or at common law
        that
        you may have with respect to your Work Product, and agree never to assert
        any
        moral rights which you may have in your Work Product, including, without
        limitation, the right to the integrity of such Work Product, the right to
        be
        associated with the Work Product, the right to restrain or claim damages
        for any
        distortion, mutilation or other modification or enhancement of the Work Product
        and the right to restrain the use or reproduction of the Work Product in
        any
        context and in connection with any product, service, cause or institution,
        and
        you further confirm that Aspreva may use or alter any such Work Product as
        Aspreva sees fits in its absolute discretion.

       

      3.4                      Goodwill.  You
        hereby agree that all goodwill you have established or may establish with
        clients, customers, suppliers, principals, shareholders, investors,
        collaborators, strategic partners, licensees, contacts or prospects of Aspreva
        relating to the business or affairs of Aspreva (or of its partners, subsidiaries
        or affiliates), both before and after the Effective Date, shall, as between
        you
        and Aspreva, be and remain the property of Aspreva exclusively, for Aspreva
        to
        use, alter, vary, adapt and exploit as Aspreva shall determine in its
        discretion.

       

      3.5                      Assistance.  You
        hereby agree to reasonably assist Aspreva, at Aspreva’s request and expense,
        in:

       

      
        	
                 

              	
                (a)

              	
                making
                  patent applications for your Work Product, including instructions
                  to
                  lawyers and/or patent agents as to the characteristics of your
                  Work
                  Product in sufficient detail to enable the preparation of a suitable
                  patent specification, to execute all formal documentation incidental
                  to an
                  application for letters patent and to execute assignment documents
                  in
                  favour of Aspreva for such
                  applications;

              


      

       

      
        	
                 

              	
                (b)

              	
                making
                  applications for all other forms of intellectual property registration
                  relating to your Work Product;

              


      

       

      
        	
                 

              	
                (c)

              	
                prosecuting
                  and maintaining the patent applications and other intellectual
                  property
                  relating to your Work Product; and

              


      

       

       

      
        
          
          

        

        
          -
            5 -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (d)

              	
                registering,
                  maintaining and enforcing the patents and other intellectual property
                  registrations relating to your Work
                  Product.

              


      

       

      3.6                      Assistance
        with Proceedings.  You further agree to reasonably assist
        Aspreva, at Aspreva’s request and expense, in connection with any defence to an
        allegation of infringement of another person’s intellectual property rights,
        claim of invalidity of another person’s intellectual property rights, opposition
        to, or intervention regarding, an application for letters patent, copyright
        or
        trademark or other proceedings relating to intellectual property or applications
        for registration thereof.

       

      
        	
                4.

              	
                GENERAL

              


      

       

      4.1                      Term
        and Duration of Obligation.  The term of this Agreement is
        from the Effective Date and terminates on the date that you are no longer
        working at or for Aspreva.  Except as otherwise agreed in a written
        instrument signed by Aspreva, Article 2 shall survive the termination of
        this
        Agreement, including your obligations of confidentiality and to return
        Confidential Information, and shall endure, with respect to each item of
        Confidential Information, for so long as those items fall within the definition
        of Confidential Information.  Sections 1.2, 3.2, 3.3, 3.4, 3.5,
        3.6, 4.1, 4.2, 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12 and 4.13 shall
        also survive the termination of this Agreement.

       

      4.2                      Binding
        Nature of Agreement.  This Agreement is not assignable by
        you.  You agree that this Agreement shall be binding upon your heirs
        and estate.

       

      4.3                      Non-Competition.  While
        you are an employee of Aspreva, you will not provide services to or enter
        into a
        contract of employment or service in any capacity for any business which
        is in
        any way competitive with Aspreva’s Business without the prior written consent of
        Aspreva.

       

      4.4                      No
        Conflicting Obligations.  You represent and warrant that you
        will not use or disclose to other persons at Aspreva information that (i)
        constitutes a trade secret of persons other than Aspreva during your employment
        at Aspreva, or (ii) which is confidential information owned by another
        person.  You represent and warrant that you have no agreements with or
        obligations to others with respect to the matters covered by this Agreement
        or
        concerning the Confidential Information that are in conflict with anything
        in
        this Agreement.

       

      4.5                      Equitable
        Remedies.  You acknowledge and agree that a breach by you of
        any of your obligations under this Agreement would result in damages to Aspreva
        that could not be adequately compensated by monetary
        award.  Accordingly, in the event of any such breach by you, in
        addition to all other remedies available to Aspreva at law or in equity,
        Aspreva
        shall be entitled as a matter of right to apply to a court of competent
        jurisdiction for such relief by way of restraining order, injunction, decree
        or
        otherwise, as may be appropriate to ensure compliance with the provisions
        of
        this Agreement, without having to prove damages to the court.

       

      4.6                      Publicity.  You
        shall not, without the prior written consent of Aspreva, make or give any
        public
        announcements, press releases or statements to the public or the press regarding
        your Work Product or any Confidential Information.

       

      4.7                      Severability.  If
        any covenant or provision of this Agreement or of a section of this Agreement
        is
        determined by a court of competent jurisdiction to be void or unenforceable
        in
        whole or in part, then such void or unenforceable covenant or provision shall
        not affect or impair the enforceability or validity of the balance of the
        section or any other covenant or provision.

       

      4.8                      Time
        of Essence/No Waiver.  Time is of the essence hereof and no
        waiver, delay, indulgence, or failure to act by Aspreva regarding any particular
        default or omission by you shall affect or impair any of Aspreva’s rights or
        remedies regarding that or any subsequent default or omission that is not
        expressly waived in writing, and in all events time shall continue to be
        of the
        essence without the necessity of specific reinstatement.

       

       

      
        
          
          

        

        
          -
            6 -

          
            

          

        

        
          
          

        

      

      4.9                      Further
        Assurances.  The parties will execute and deliver to each
        other such further instruments and assurances and do such further acts as
        may be
        required to give effect to this Agreement.

       

      4.10                      Notices.  All
        notices and other communications that are required or permitted by this
        Agreement must be in writing and shall be hand delivered or sent by express
        delivery service or certified or registered mail, postage prepaid, or by
        facsimile transmission (with written confirmation copy by registered mail)
        to
        the parties at the addresses indicated below.

       

      If
        to Aspreva:

       

      Aspreva
        Pharmaceuticals Corporation

      Farris,
        Vaughan, Wills & Murphy

      26th
        Floor, 700 West Georgia Street

      Vancouver,
        BC  V7Y 1B3

       

      Attn:           R.
        Hector MacKay-Dunn


       

      If
        to Richard Jones:

       

      


       

      Any
        such notice shall be deemed to have been received on the earlier of the date
        actually received or the date five (5) days after the same was posted or
        sent.  Either party may change its address or its facsimile number by
        giving the other party written notice, delivered in accordance with this
        Section.

       

      4.11                      Amendment.  No
        amendment, modification, supplement or other purported alteration of this
        Agreement shall be binding unless it is in writing and signed by you and
        by
        Aspreva.

       

      4.12                      Entire
        Agreement.  This Agreement supersedes all previous dealings,
        understandings, and expectations of the parties and constitutes the whole
        agreement with respect to the matters contemplated hereby, and there are
        no
        representations, warranties, conditions or collateral agreements between
        the
        parties with respect to such transactions except as expressly set out
        herein.

       

      4.13                      Governing
        Law.  This Agreement shall be governed by and interpreted in
        accordance with the laws of the Province of British Columbia and applicable
        laws
        of Canada and the parties hereto attorn to the exclusive jurisdiction of
        the
        provincial and federal courts of such province.

       

      4.14                      Independent
        Legal Advice.  You hereby acknowledge that you have obtained
        or have had an opportunity to obtain independent legal advice in connection
        with
        this Agreement, and further acknowledge that you have read, understand, and
        agree to be bound by all of the terms and conditions contained
        herein.

       

       

      
        
          
          

        

        
          -
            7 -

          
            

          

        

        
          
          

        

      

      


      Acceptance

       

      If
        the
        foregoing terms and conditions are acceptable to you, please indicate your
        acceptance of and agreement to the terms and conditions of this Agreement
        by
        signing below on this letter and on the enclosed copy of this letter in the
        space provided and by returning the enclosed copy so executed to
        us.  Your execution and delivery to Aspreva of the enclosed copy of
        this letter will create a binding agreement between us.

       

      Thank
        you for your cooperation in this matter.

       

      Yours
        truly,

       

      ASPREVA
        PHARMACEUTICALS CORPORATION

      

       

      By:
        _________________________________________

      Noel
        Hall

       

      Accepted
        and agreed as of the 1st day of
        November
        2005.

       

      


       

       

      
        
          	 	 	
                  /s/
                    Richard Jones

                
	Witness
                  Signature	 	Signature
                  of Richard Jones
	 	 	 
	
                  Witness
                    Name

                	 	 
	 	 	 
	
                  Occupation

                	 	 
	 	 	 
	
                  Address

                	 	 
	 	 	 
	 	 	 


        

      

       

       

      
        
          
          

        

        
          -
            8 -

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        A

       

      EXCLUSION
        FROM WORK PRODUCT

       

      


       

      None

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      SCHEDULE
        D

       

      BUSINESS
        OF THE COMPANY

       

      The
        business of the Corporation shall mean the business actually carried on by
        the
        Corporation, directly or indirectly, whether under an agreement with or in
        collaboration with any other party including, but not limited to the development
        and commercialization of drugs for rare diseases and conditions and orphan
        drugs
        as defined by the U.S. Orphan Drug Act.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE
          E

      

       

      EXCEPTION
        TO RESTRICTIVE COVENANT

    

    
       

      None

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        B

       

      BENEFIT
        SUMMARY

      The
        company agrees to provide coverage under a benefit plan, whose provider may
        change from time to time and whose terms may change from time to time and
        final
        coverage is always subject to availability and other requirements of the
        applicable insurer. The Corporation intends to provide cover to the following
        standard but can make no promises about your eligibility for or entitlement
        to
        benefits and will have no liability or responsibility in the event you are
        denied coverage by the provider.

      


      
        	
                The
                  terms will be specified in detail in your employee benefit booklet.
                  The
                  broad terms are outlined below

              


      

      


      Employee
        Life Insurance

      Insurance
        Benefit Amount - 200% of annual earnings to a maximum of
        $500,000 reducing by 50% at age 65.

      Any
        amount of Employee Basic Life Insurance over $280,000 is subject to approval
        of
        evidence of insurability.

      


      Dependent
        Life Insurance

      Insurance
        Benefit Amount - $5,000 spouse; $2,500 each dependent
        child

      


      Accidental
        Death and Dismemberment

      Benefit
        Amount - An amount equal to your Life Insurance

      


      Extended
        Health Care

      Deductible
        - Nil

      Benefit
        Percentage (Co-insurance) -

      100%
        for - Medical Services & Supplies - Professional Services - Vision -
        Drugs

      


      Dental
        Care

      Deductible
        - Nil

      Benefit
        Percentage (Co-insurance) -

      100%
        for Level I - Basic Services

      100%
        -
        Dental Accident Coverage

      50%
        -
        Major Coverage

      50%
        Orthodontic Coverage

      Benefit
        Maximums

      $2,000
        per calendar year combined for major coverage, unlimited for dental accident,
        basic coverage and orthodontics.

      


      Short
        Term Disability

      Weekly
        Income Benefit Amount - 66.7% of your weekly earnings, to a
        maximum of $1,000

      Qualifying
        Period - none, if the disability is due to an accident; 7 calendar
        days, if

      the
        disability is due to a sickness

      _
        If
        hospitalized due to sickness prior to the end of the Qualifying Period,
        benefits

      are
        payable from the first day of hospitalization.

      Maximum
        Benefit Period - 17 weeks

      


      Long
        Term Disability

      Long
        Term Disability Benefit Amount - 66.7% of your monthly
        earnings, to a maximum of $10,000 or 85% of your pre-disability take-home
        pay,
        whichever is less.  Any amount of LTD insurance over $5,000 is subject
        to approval of evidence of insurability.