Employment Agreement


    


    -3-

     

    EXECUTIVE
      EMPLOYMENT AGREEMENT 

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    PRIVATE
      AND CONFIDENTIAL

     

    November
      1, 2005

    Richard
      Jones 

    19,
      Chlupfgasse 

    Bassersdorf
      CH 8303

     

    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-

     

    
      	
              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.

            


    

     

    
      	
              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;

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -5-

     

    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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -6-

     

    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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -7-

     

    (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:

            


    

    
    

     

    
      	
              Year
                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;

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -8-

    


    
      	 	
              (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.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -9-

     

    
      	
              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;

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -10-

     

    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.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -11-

     

    
      	
              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.V7Y1B3

     

    Attn:
      R. Hector MacKay-Dunn

     

    If
      to Name:
      Richard
      Jones

    19,
      Chlupfgasse 

    Bassersdorf
      CH Zurich 8303

     

    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.

            	
              Severabilitv.
                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.

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -
      12-

     

    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:/s/
      Noel
      Hall                                                     

                                                                                 
Authorized
      Signatory

    


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

    


    


    /s/
      Richard Jones                                        

    Richard
      Jones

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      C

     

    CONFIDENTIALITY
      AGREEMENT AND 

    ASSIGNMENT
      OF INVENTIONS

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    PRIVATE
      AND CONFIDENTIAL

     

    November
      1,2005

    


    Richard
      Jones 

    19,
      Chlupfgasse 

    Bassersdorf
      CH 8303

     

    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:

     

    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;

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    -2-

     

    (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.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    -3-

     

    (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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    -4-

     

    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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    -5-

     

    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

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    -6-

     

    (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.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    -
      7-

     

    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 V7Y1B3

     

    Attn:
      R. Hector MacKay-Dunn

     

    If
      to Richard Jones:

    


    Richard
      Jones 

    19,
      Chlupfgasse 

    Bassersdorf
      CH 8303

     

    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.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    -
      8-

     

    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:/s/
      Noel
      Hall                                                     


        
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

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    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
      A

     

    EXCLUSION
      FROM WORK PRODUCT

     

    None