Change of control agreement


    SCHEDULE
      B 

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    November
      1,2005

    


    Richard
      Jones 

    19,
      Chlupfgasse 

    Bassersdorf
      CH 8303

     

    Dear
      Richard:

     

    Re:
      Change in Control Agreement

     

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

     

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

     

    Term
      of Agreement.

     

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

     

    38.     
      Definitions.

     

    
      	 	
              (a)

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

            


    

     

    (b)      
"Change
      in Control" of the Corporation shall be deemed to have occurred:

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    -2-

     

    deemed
      to occur if such merger, amalgamation, arrangement, consolidation, reorganization
      or transfer is with any subsidiary or subsidiaries of the Corporation;

     

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

     

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

     

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

     

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

     

    
      	
              (c)

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

            


    

     

    
      	
              (d)

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

            


    

     

    
      	
              (e)

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

            


    

     

    
      	
              (f)

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

            


    

     

    
      	
              (g)

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

            


    

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    -3-

     

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

     

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

     

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

     

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

     

    (j)       "Potential
      Change in
      Control" of the Corporation shall be deemed to have occurred if:

     

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

     

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

     

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

     

    39.      Potential
      Change in Control.

     

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

     

    40.     Compensation
      Upon Termination Following Change in Control.

     

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

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    (i)         subject
      to the
      withholding of all applicable statutory deductions, the Corporation shall
      pay you a lump sum equal to 12 months' Base Salary, as referred to
      in

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    -4-

     

    Section
      2 (Base Salary) and as adjusted from time to time in accordance with
Section
      4 (Annual Review) of the Employment Agreement, plus other sums owed for arrears
      of salary, vacation pay and, if awarded, Bonus;

     

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

     

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

     

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

     

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

     

    41.         Binding
      Agreement.

     

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

     

    42.         Notices.

     

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

     

    If
      to
      Aspreva:

     

    Aspreva
      Pharmaceuticals Corporation 

    Farris,
      Vaughan, Wills & Murphy 

    26th
      Floor, 700 West Georgia Street 

    Vancouver,
      BC V7Y 1B3

     

    Attn:
      R. Hector MacKay-Dunn

     

    If
      to Richard Jones:

    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.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    -
      5 -

     

    43.         Modification:
      Amendments: Entire Agreement.

     

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

     

    44.         Governing
      Law.

     

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

     

    45.         Validity.

     

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

     

    46.         No
      Employment or Service Contract

     

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

     

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

    


                                                                                                                            Yours
      truly,

     

    
 

                                                                                                                            ASPREVA
      PHARMACEUTIVALS 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