ex1037.htm


    Exhibit
      10.37


    


    Personal
      & Confidential

    


     

    July
      25th,
      2007

     

     

    Richard
      Jones

    8326
      W
      Saanich Road

    Saanichton,
      BC V8M 1S5

    


    Dear
      Richard:

     

    This
      restructuring coincides with the winding down of the induction phase of
      Aspreva’s lupus nephritis clinical trial following the release of preliminary
      results in June and the completion of Aspreva’s phase III myasthenia gravis
      clinical trial in late 2006.  We are restructuring in order to better
      focus our resources on the core activities that are necessary given the status
      of our current clinical development projects.

    


    Regrettably
      this restructuring will result in some re-sizing of Aspreva and will include
      a
      number of job losses. Unfortunately your position with Aspreva Pharmaceutical
      Corporation will be affected by the down-sizing and your employment with the
      Company will terminate on July 25, 2007 (a date after statutory notice would
      have expired.)

    


    During
      this notice period we will work with you to ensure that project responsibilities
      continue, corporate initiatives/objectives are met, and an overall smooth
      transition occurs. Depending on circumstances, we may not require your full-time
      attendance at the office.

    On
      you
      last day of work:

     

    
      	
              a)  

            	
              You
                will be paid any salary due and owing to July 31,
                2007.

            


    

     

    
      	
              b)  

            	
              You
                will be paid all vacation pay that has accrued to your benefit in
                the
                amount of $42,196.00.

            


    

     

    
      	
              c)  

            	
              You
                will be reimbursed for any allowable business-related expenses that
                you
                have incurred, upon our receipt of an approved expense reimbursement
                form;

            


    

     

    
      	
              d)  

            	
              Your
                coverage under Aspreva’s group health insurance plans (excluding health
                and dental) will cease on July 25, 2007. Health and dental, under
                the
                group coverage will cease August 1, 2007. Thereafter, as per the
                terms of
                your employment agreement, the Company will make best efforts to
                extend
                your health and dental benefits for a period of six months ending
                February
                1, 2008.  Should this not be possible, the Company will pay you
                an amount equal to $3,400.00 in lieu of the cost of
                premiums.  It will be your responsibility to arrange replacement
                insurance coverage. You are entitled to convert your group life insurance
                coverage to a private policy, but you have only 31 days from today
                to
                exercise this option. If you wish to do so, please contact Joe Gilgunn
                at
                250-384-9743 to make the appropriate
                arrangements.

            


    

     

    
      	
              e)  

            	
              You
                will receive a lump sum of $159,000.00 Cdn representing 6 months
                base
                salary in accordance with your contract of
                employment.

            


    

     

    
      	
              f)  

            	
              If
                you have been granted stock options, any unvested stock options that
                have
                been granted to you will cease to vest effective July 31, 2007. Under
                the
                plan rules you will have 3 months (90 days) to exercise those vested
                options. If there is a blackout period in effect, please contact
                Mr Bruce
                Cousins, the CFO to request an exemption from the blackout to allow
                you to
                trade.

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      you
      are prepared to release any claims you may have against Aspreva, we are prepared
      to provide the following further compensation:

     

    
      	
              a)  

            	
              A
                payment in lieu of 2007 bonus in the amount of $58,500.00
                Cdn

            


    

     

    
      	
              b)  

            	
              Provision
                of outplacement counselling assistance from Right Management Consultants
                for a three-month period to a value of $5,500 for counselling
                services;

            


    

     

    All
      amounts described are gross amounts only, and we will make appropriate
      deductions required by law or agreement before making payment to you of the
      net
      amount.

     

    Please
      note that you remain bound by all terms of your signed Confidentiality and
      Assignment of Invention Agreement, a copy of which is attached to this letter.
      All company property in your possession is to be returned to Aspreva, and you
      are not to retain any copies of proprietary documentation relating to
      Aspreva.

     

    You
      are
      encouraged to seek independent legal advice on the offer set out in this
      letter.

     

    The
      terms of the settlement proposal set out herein are to be kept strictly
      confidential, and are not to be discussed with anyone except your immediate
      family and professional advisors.

     

    If
      you
      agree to cease your employment with Aspreva Pharmaceuticals Corporation on
      the
      terms and conditions set out herein, please sign the Acceptance and Release
      below on the enclosed duplicate of this letter and return the copy to
      us.

     

    Yours
      truly,

    


    /s/
      Noel
      Hall

    ___________________________

    Noel
      Hall

    President

     

    ACCEPTANCE
      AND RELEASE

     

    I
      hereby accept the compensation set out in the paragraphs above in full and
      final
      satisfaction of any claims I may have against ASPREVA PHARMACEUTICALS
      CORPORATION (“Aspreva”) and I hereby release and forever discharge Aspreva, its
      directors, officers and servants, from all actions, complaints, claims, and
      demands whatsoever (including any claims under statute), relating to my
      employment with Aspreva; the termination of my employment; and losses of
      compensation and benefits arising from the termination of my
      employment.

     

    DATED:
      July 25th,
      2007

     

    


    /s/
      Richard
      Jones
      
        

      

    

    Richard
      Jones