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                                                                    EXHIBIT 10.1

                  AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

                       ASPREVA PHARMACEUTICALS CORPORATION

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                    <C>
1.  INTERPRETATION................................................................................      2
    1.1      Definitions..........................................................................      2
    1.2      Other Words and Phrases..............................................................      8
    1.3      Currency.............................................................................      9
    1.4      Number and Gender....................................................................      9
    1.5      Headings.............................................................................      9
    1.6      Cross References.....................................................................      9
    1.7      Accounting Terms.....................................................................      9
    1.8      Schedules............................................................................      9

2.  SCOPE, EFFECT AND PARTIES.....................................................................      9
    2.1      Shareholders to Act in Support of Terms..............................................      9
    2.2      Removal of Directors who Fail to Act in accordance with Terms........................      9
    2.3      Directors Acknowledgement............................................................     10
    2.4      Terms to Prevail over Constating Documents...........................................     10
    2.5      Agreement to Cover at Least 80% of Votes.............................................     10
    2.6      Application..........................................................................     10
    2.7      Ceasing to be a Party................................................................     10

3.  CONDUCT OF THE AFFAIRS OF THE CORPORATION.....................................................     10
    3.1      Composition of the Board of Directors and Certain Committees.........................     10
    3.2      Meetings of the Board of Directors...................................................     11
    3.3      Quorum for Board Meetings............................................................     12
    3.4      Specific Major Matters Requiring Board and Shareholder Approval......................     12
    3.5      Board Approval of Major Matters undertaken by Subsidiaries...........................     14
    3.6      Remuneration to Directors............................................................     14
    3.7      Observers............................................................................     14
    3.8      Indemnity for Directors and Others...................................................     15
    3.9      Protection of Proprietary Rights.....................................................     15
    3.10     Shareholders' Meetings...............................................................     15
    3.11     Quorum for Shareholder Meetings......................................................     16
    3.12     Deposit of Proxies...................................................................     16
    3.13     Accounting Systems...................................................................     16
    3.14     Amendment to Articles................................................................     16
    3.15     Amendment to Bylaws..................................................................     16

4.  INFORMATION RIGHTS............................................................................     17
    4.1      Reporting Requirements of Additional Investors and Series A Investors................     17
    4.2      Reporting Requirements of Series A Shareholders......................................     17

5.  INSURANCE POLICIES............................................................................     17
    5.1      Key Person Insurance.................................................................     17
</TABLE>

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                                      -ii-

<TABLE>
<S>                                                                                                    <C>
    5.2      General Insurance....................................................................     17
    5.3      Directors' and Officers' Liability Insurance.........................................     18
    5.4      Limitation on Insurance Encumbrances.................................................     18

6.  ISSUE OF ADDITIONAL EQUITY SECURITIES.........................................................     18
    6.1      Treasury Offerings...................................................................     18
    6.2      Offerings to be made Pro-Rata on a Fully Converted Basis.............................     18
    6.3      Permitted Non-Pro Rata Offerings.....................................................     20
    6.4      Waiver of Rights.....................................................................     20
    6.5      Execute Agreement....................................................................     20

7.  SHARE TRANSFERS...............................................................................     21
    7.1      Transfers Restricted.................................................................     21
    7.2      Permitted Transfers..................................................................     21
    7.3      Right of First Offer in favour of Corporation and all Shareholders...................     22
    7.4      Mandatory Disposition for Founders...................................................     24
    7.5      Right of First Offer of Founder Shares in favour of Series A Investors...............     27
    7.6      Co-Sale Rights on Change of Control: Shareholder Sales...............................     30
    7.7      Co-Sale Rights on Change of Control: Shareholder Purchase............................     32
    7.8      Drag Along Rights....................................................................     34
    7.9      Involuntary Transfers on Bankruptcy..................................................     34
    7.10     Recognition of Transfers.............................................................     35
    7.11     Endorsement on Share Certificates....................................................     35
    7.12     Waiver of Rights.....................................................................     35
    7.13     Transfer of Agreement Rights.........................................................     36
    7.14     No Pledging of Shares................................................................     36

8.  AMENDMENT AND TERMINATION.....................................................................     36
    8.1      Amendments...........................................................................     36
    8.2      Termination Events...................................................................     36
    8.3      Surviving Obligations................................................................     36
    8.4      Determination........................................................................     37

9.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDERS.....................................     37
    9.1      Representations, Warranties and Covenants............................................     37

10. CONFIDENTIALITY...............................................................................     38
    10.1     Definition of Confidential Information...............................................     38
    10.2     Obligation of Confidentiality........................................................     39
    10.3     Permitted Disclosures for Directors and Officers.....................................     39
    10.4     Obligations Survive..................................................................     40
    10.5     Remedies.............................................................................     40

11. TAX...........................................................................................     40
</TABLE>

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                                      -iii-

<TABLE>
<S>                                                                                                    <C>
12. GENERAL PROVISIONS............................................................................     42
    12.1     No Partnership.......................................................................     42
    12.2     Time of the Essence..................................................................     42
    12.3     Further Acts.........................................................................     42
    12.4     Parties of Interest..................................................................     42
    12.5     Share Reorganizations................................................................     42
    12.6     Governing Law........................................................................     43
    12.7     Entire Agreement.....................................................................     43
    12.8     Notices..............................................................................     43
    12.9     Waiver...............................................................................     44
    12.10    Severability.........................................................................     44
    12.11    Arbitration..........................................................................     44
    12.12    Successors and Assigns...............................................................     44
    12.13    Independent Legal Advice.............................................................     44
    12.14    Counterparts.........................................................................     45
    12.15    Amending and Restating of Original Shareholders' Agreement...........................     45
    12.16    Aspreva Certificate..................................................................     45
    12.17    Expenses.............................................................................     45
    12.18    Market Standoff Agreement............................................................     46
</TABLE>

SCHEDULE A      LIST OF SHAREHOLDERS

SCHEDULE B      CONSENT AND ACKNOWLEDGEMENT

SCHEDULE C      SERIES A INVESTORS

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                  AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

THIS AGREEMENT dated for reference March 5, 2004

AMONG:

            ASPREVA PHARMACEUTICALS CORPORATION, a corporation incorporated
            under the laws of Canada and having its head office at Suite 1201,
            4464 Markham Street, Victoria, B.C., Canada, V8Z 7X8, Facsimile No.
            250.744.2498 (the "CORPORATION")

AND:

            THE PARTIES LISTED IN SCHEDULE A HERETO (each a "SHAREHOLDER" and
            together, the "SHAREHOLDERS")

AND:

            OTHER SHAREHOLDERS WHO FROM TIME TO TIME AGREE TO BE BOUND

WHEREAS:

A.    The Corporation and the Series A Investors (as defined herein) have
      entered into an Investment Agreement (the "Investment Agreement") of even
      date herewith pursuant to which the Corporation has agreed to sell to the
      Series A Investors and the Series A Investors have agreed to purchase from
      the Corporation shares of the Preferred shares, Series A in the capital of
      the Corporation (the "Series A Preferred Shares").

B.    A condition to the Series A Investors' obligations under the Investment
      Agreement is that the Corporation, the Series A Investors, and the other
      parties hereto enter into this Agreement to establish certain rights and
      obligations in respect of the conduct of the affairs of the Corporation,
      the holding and sale of their respective shares, and certain other
      matters.

C.    Concurrently with the closing of the transactions contemplated by the
      Investment Agreement, and in complete fulfillment of the obligations of
      the Corporation under the Notes, the holders of the Notes shall receive
      that number of Common Shares set forth opposite each such holder's name in
      Schedule A hereto.

D.    The parties to this Agreement other than the Corporation are the legal and
      beneficial owners of shares in the capital of the Corporation in the
      proportions set out in Schedule A attached hereto.

E.    The parties wish to amend and restate in its entirety the Original
      Shareholders' Agreement (as defined herein) and enter into this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
the mutual covenants and agreements set forth in this Agreement and other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties), the parties hereby agree as follows:

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                                      -2-

1.    INTERPRETATION

1.1   DEFINITIONS

In this Agreement, unless otherwise provided:

      (a)   "67% SHAREHOLDER APPROVAL" means the approval, whether given in
            writing or at a meeting of shareholders, of representatives of the
            Shareholders constituting not less than 67% of the Common Shares
            collectively owned by the Shareholders on a Fully Converted Basis
            (it being understood that for the purposes of this test, all shares
            held by Aspreva Funding shall be deemed held by the Series A
            Investors (who shall be entitled to give approval with respect
            thereto) in proportion to their respective proportionate equity
            ownership interests in Aspreva Funding);

      (b)   "80% & 5% COVERAGE" has the meaning given to it in Section 2.5;

      (c)   "ADDITIONAL INVESTORS" means any party to this Agreement other than
            a Founder, the Corporation or a Series A Shareholder;

      (d)   "ADDITIONAL VENDOR" has the meaning given to it in Section 7.6(c) or
            Section 7.7(c), as applicable;

      (e)   "AFFILIATE" means an affiliate as defined in the Bank Act;

      (f)   "AGREEMENT" means this shareholders' agreement, together with any
            amendments to or replacements of this shareholders' agreement;

      (g)   "AMENDING INSTRUMENT" has the meaning given to it in Section 8.1;

      (h)   "ASPREVA FUNDING" means Aspreva Investors Funding SRL, a society
            with restricted liability organized under the laws of Barbados;

      (i)   "ASPREVA HOLDINGS" means Aspreva Investors Holdings SRL, a society
            with restricted liability organized under the laws of Barbados;

      (j)   "ASSOCIATE" has the same meaning as has been designated to that term
            in the CBCA;

      (k)   "BANK ACT" means the Bank Act (Canada), S.C. 1991, c. 46, as
            amended;

      (l)   "BOARD" means the board of Directors of the Corporation;

      (m)   "BUSINESS DAY" means any day of the year other than a Saturday,
            Sunday or any day on which banks are required to close in Vancouver,
            British Columbia;

      (n)   "BUYER" has the meaning given to it in Section 7.7(b);

      (o)   "CANADIAN GAAP" means those accounting principles which are
            recognized as being generally accepted in Canada from time to time
            as set forth in the Handbook published by The Canadian Institute of
            Chartered Accountants (as revised from time to time);

      (p)   "CBCA" means the Canada Business Corporations Act, R.S.C. 1985 c.
            C-44, as amended from time to time, and every statute that may be
            substituted therefor, and in

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                                      -3-

            the case of any such amendment or substitution, any reference in
            this Agreement to the CBCA shall be read as referring to the amended
            or substituted provisions therefor;

      (q)   "CLOSING" means the closing of the subscription, purchase and
            issuance of Series A Preferred Shares to the Series A Investors
            pursuant to the Investment Agreement;

      (r)   "COMMON SHARES" means the shares of any class of common shares in
            the share capital of the Corporation;

      (s)   "CONFIDENTIAL INFORMATION" has the meaning given to it in Section
            10.1;

      (t)   "CONSTATING DOCUMENTS" means the Articles and By-laws of the
            Corporation, as amended, supplemented or replaced from time to time;

      (u)   "CONTROL" or "CONTROLS" means, in relation to a corporation:

                  (1)   the right to cast a majority of the votes which may be
                        cast at a general meeting of the shareholders of that
                        corporation; or

                  (2)   the right to elect or appoint, directly or indirectly, a
                        majority of the directors of that corporation;

      (v)   "CONTROL NOTICE" has the meaning given to it in Section 7.6(b) or
            Section 7.7(b), as applicable;

      (w)   "CONTROL PRICE" has the meaning given to it in Section 7.6(d) or
            Section 7.7(d), as applicable;

      (x)   "CONTROL SHARES" has the meaning given to it in Section 7.6(b) or
            Section 7.7(b), as applicable;

      (y)   "CORPORATION" means Aspreva Pharmaceuticals Corporation and includes
            any successor resulting from any amalgamation, merger, arrangement
            or other reorganization of or including the Corporation or any
            continuance under the laws of another jurisdiction;

      (z)   "CO-SALE RIGHT" has the meaning given to it in Section 7.6(c) or
            Section 7.7(c), as applicable;

      (aa)  "DELINQUENT HOLDERS" has the meaning given to it in Section 7.8;

      (bb)  "DEPARTING FOUNDER" has the meaning given to it in Section 7.4;

      (cc)  "DIRECTORS" means the persons who are, from time to time, elected or
            appointed directors of the Corporation and a "Director" means any
            one of them;

      (dd)  "DRAG ALONG OFFER" has the meaning given to it in Section 7.8(b);

      (ee)  "EMPLOYEE STOCK OPTION PLAN" means the stock option plan adopted and
            amended by the Board from time to time;

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                                      -4-

      (ff)  "EMPLOYEE STOCK PURCHASE PLAN TRUST AGREEMENT" means the Employee
            Stock Purchase Plan Trust Agreement between Richard M. Glickman and
            the Corporation dated as of the date hereof;

      (gg)  "EQUITY SECURITIES" means:

            (1)   Shares or any other security of the Corporation that carries
                  the residual right to participate in the earnings of the
                  Corporation and, on liquidation, dissolution or winding-up, in
                  the assets of the Corporation, whether or not the security
                  carries voting rights;

            (2)   any warrants, options or rights entitling the holders thereof
                  to purchase or acquire any such securities; or

            (3)   any securities issued by the Corporation which are convertible
                  or exchangeable into such securities;

      (hh)  "EXTERNAL PERSON" has the meaning given to it in Section 7.7(b);

      (ii)  "FOUNDER" means any of:

                  (1)   Richard M. Glickman, including where the context
                        requires, the Founders' Shares held by the Glickman
                        Family Trust and Richard M. Glickman and Michelle L.
                        Smith, jointly;

                  (2)   Noel Hall, including where the context requires, the
                        Founders' Shares held by Hall MacPherson Family Trust
                        and Noel Hall and Sandra MacPherson, jointly; and

                  (3)   Michael Hayden, including where the context requires,
                        the Founders' Shares held by Sandy Hayden, Genworks Inc.
                        and the Hayden Family Trust;

                  (or their permitted assigns) and "Founders" means all of them,
                  provided that if any Founder ceases to be a party to this
                  Agreement without assignee then "Founders" or "Founder" means
                  the remaining parties or party alone;

      (jj)  "FOUNDER OFFEROR" has the meaning given to it in Section 7.5(b);

      (kk)  "FOUNDER'S OFFER" has the meaning given to it in Section 7.5(b);

      (ll)  "FOUNDERS' NOMINEES" means the nominees of the Founders elected or
            appointed as Directors pursuant to Section 3.1;

      (mm)  "FOUNDER'S LAST REMAINING SALEABLE SECURITIES" has the meaning given
            to it in Section 7.5(d)(4);

      (nn)  "FOUNDER'S REMAINING SALEABLE SECURITIES" has the meaning given to
            it in Section 7.5(d)(3);

      (oo)  "FOUNDER'S SALEABLE SECURITIES" has the meaning given to it in
            Section 7.5(b);

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                                      -5-

      (pp)  "FOUNDERS' SHARES" means:

            (1)   in the case of Richard M. Glickman, the Shares held by: (A)
                  Richard M. Glickman, (B) Glickman Family Trust and (C) Richard
                  M. Glickman and Michelle L. Smith, jointly that were issued at
                  a price of $0.0001 each;

            (2)   in the case of Noel Hall, the Shares held by: (A) Noel Hall,
                  (B) Hall MacPherson Family Trust and (C) Noel Hall and Sandra
                  MacPherson, jointly that were issued at a price of $0.0001
                  each; and

            (3)   in the case of Michael Hayden, the Shares held by: (A) Michael
                  Hayden, (B) Sandy Hayden, (C) Genworks Inc. and (D) the Hayden
                  Family Trust that were issued at a price of $0.0001 each;

      (qq)  "FOUNDER'S SECOND OFFER" has the meaning given to it in Section
            7.5(d)(3);

      (rr)  "FOUNDER'S SUBSEQUENT OFFER" has the meaning given to it in Section
            7.5(d)(4)(C);

      (ss)  "FOUNDER'S THIRD OFFER" has the meaning given to it in Section
            7.5(d)(4);

      (tt)  "FULLY CONVERTED BASIS" at any time means that the Shares of any
            series in the capital of the Corporation outstanding at that time
            shall be deemed to have been fully converted in accordance with the
            Share Rights and Restrictions, into Common Shares in the capital of
            the Corporation and the Common Shares issuable as a result thereof
            shall be deemed to have been issued and to form part of the holdings
            of the Person(s) entitled to receive such Common Shares;

      (uu)  "FULLY DILUTED BASIS" at any time means that all options, warrants
            or other rights of any kind to acquire Common Shares and all
            securities convertible, exchangeable or otherwise exercisable into
            Common Shares outstanding at that time shall be deemed to have been
            fully exercised, converted or exchanged, as the case may be, and the
            Common Shares issuable as a result thereof shall be deemed to have
            been fully issued and to form part of the holdings of the Person(s)
            entitled to receive such Common Shares;

      (vv)  "HBM INVESTOR" means HBM BioVentures (Cayman) Ltd.;

      (ww)  "INITIAL ACCEPTANCE PERIOD" has the meaning given to it in Section
            6.2(b);

      (xx)  "INITIAL PUBLIC OFFERING" means an initial public offering of the
            Shares pursuant to a prospectus filed with the applicable securities
            regulatory authorities in Canada or pursuant to a registration
            statement filed with the applicable securities regulatory
            authorities in the United States, in each case, together with the
            concurrent listing or quotation of such Shares on a stock exchange
            or over the counter market;

      (yy)  "INSOLVENT SHAREHOLDER" has the meaning given to it in Section
            7.9(a);

      (zz)  "INTERWEST INVESTORS" means InterWest Investors VIII, L.P.,
            InterWest Investors Q VIII, L.P., InterWest Partners VIII, L.P.,
            InterWest Partners VII, L.P. and InterWest Investors VII, L.P.;

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                                      -6-

      (aaa) "INVESTMENT AGREEMENT" has the meaning given to it in Recital A;

      (bbb) "KEY EMPLOYEES" means the then chief executive officer, president,
            chief financial officer and Chair of the Medical Advisory Board of
            the Corporation in office from time to time;

      (ccc) "MANDATORY OFFER" has the meaning given to it in Section 7.4(b);

      (ddd) "NOTES" means the convertible promissory notes issued by the
            Corporation dated September 18, 2003, October 24, 2003 and November
            4, 2003;

      (eee) "OBSERVERS" means the individuals who are, from time to time,
            entitled to act as observers in accordance with Section 3.7 and an
            "OBSERVER" means any one of them;

      (fff) "OFFER" has the meaning given to it in Section 7.3(b);

      (ggg) "OFFEROR" has the meaning given to it in Section 7.3(b);

      (hhh) "ORIGINAL SHAREHOLDERS' AGREEMENT" means the shareholders' agreement
            dated for reference as of the 16th day of January, 2003 among the
            Corporation, the Founders and the shareholders a party thereto;

      (iii) "ORIGINAL VESTED FOUNDER'S SHARES" has the meaning given to it in
            Section 7.4(b);

      (jjj) "OTHER OFFEREES" has the meaning given to it in Section 7.3(b);

      (kkk) "OTHER SHAREHOLDERS" has the meaning given to it in Section 7.8(b);

      (lll) "PERSON" means any individual, partnership, joint venture,
            syndicate, sole proprietorship, company or corporation with or
            without share' capital, trust, trustee, executor, administrator, or
            other legal personal representatives, regulatory body or agency,
            government or governmental agency, authority or entity howsoever
            designated or constituted;

      (mmm) "PURCHASE NOTICE" has the meaning given to it in Section 7.3(d);

      (nnn) "PURCHASER" has the meaning given to it in Section 7.8(a);

      (ooo) "PREFERRED SHARES" means the shares of any class of preferred shares
            in the share capital of the Corporation;

      (ppp) "REMAINING EQUITY SECURITIES" has the meaning given to it in Section
            6.2(e);

      (qqq) "REMAINING FOUNDERS" has the meaning given to it in Section 7.4(b);

      (rrr) "REMAINING SALEABLE SECURITIES" has the meaning given to it in
            Section 7.3(e)(3);

      (sss) "REMAINING SUBJECT FOUNDER'S SHARES" has the meaning given to it in
            Section 7.4(d)(3);

      (ttt) "SALEABLE SECURITIES" has the meaning given to it in Section 7.3(b);

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                                      -7-

      (uuu)   "SECOND MANDATORY OFFER" has the meaning given to it in Section
              7.4(d)(3);

      (vvv)   "SECOND MANDATORY ROUND OFFEREES" has the meaning given to it in
              Section 7.4(d)(3);

      (www)   "SECOND OFFER" has the meaning given to it in Section 7.3(e);

      (xxx)   "SECOND ROUND SERIES A OFFEREES" has the meaning given to it in
              7.5(d)(3);

      (yyy)   "SECOND TIER OFFEREES" has the meaning given to it in Section
              6.2(e);

      (zzz)   "SELLING SHAREHOLDERS" has the meaning given to it in Section
              7.8(a);

      (aaaa)  "SENIOR SECURITIES EXCHANGE" means the Toronto Stock Exchange, the
              New York Stock Exchange, the American Stock Exchange, the NASDAQ
              National Market Quotation System or a successor to any of the
              foregoing;

      (bbbb)  "SERIES A INVESTORS" means the parties listed in Schedule C;

      (cccc)  "SERIES A INVESTORS' NOMINEES" means the nominees of the Series A
              Investors elected or appointed as Directors pursuant to Section
              3.1;

      (dddd)  "SERIES A OFFEREES" has the meaning given to it in Section 7.5(b);

      (eeee) "SERIES A PREFERRED SHARES" has the meaning given to it in Recital
             A;

      (ffff)  "SERIES A SHAREHOLDERS" means Persons who hold Series A Preferred
              Shares and a "Series A Shareholder" means any one of them;

      (gggg)  "SERIES A SHAREHOLDER APPROVAL" means the approval, whether given
              in writing or at a meeting of shareholders, representing the
              approval of a simple majority of the number of Series A Preferred
              Shares held by the Series A Shareholders or as otherwise required
              by the CBCA (it being understood that for the purposes of this
              test, all shares held by Aspreva Funding shall be deemed held by
              the Series A Investors (who shall be entitled to give approval
              with respect thereto) in proportion to their respective
              proportionate equity interests in Aspreva Funding);

      (hhhh)  "SHAREHOLDER TRANSFEROR" has the meaning given to it in Section
              7.2(a);

      (iiii)  "SHAREHOLDERS" means the Persons who hold Equity Securities of the
              Corporation who have executed this Agreement or have agreed to be
              bound by this Agreement (or their respective heirs, executors,
              administrators, successors or permitted assigns), and a
              "Shareholder" means any one of them;

      (jjjj)  "SHARES" means shares of any class in the share capital of the
              Corporation;

      (kkkk)  "SHARE RIGHTS AND RESTRICTIONS" means the rights, privileges,
              restrictions and conditions attached to the Shares set out in the
              Articles of Incorporation of the Corporation, as amended from time
              to time;

      (llll)  "SPECIFIED SECURITIES" has the meaning given to it in Section
              7.8(b);

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                                      -8-

      (mmmm)  "SPROUT INVESTORS" means each of Sprout Entrepreneurs Fund, L.P.,
              Sprout Capital IX, L.P., James Niedel and Andrew Ferlik;

      (nnnn)  "SUBJECT FOUNDER'S SHARES" has the meaning given to it under
              Section 7.4(b);

      (oooo)  "SUBSEQUENT MANDATORY OFFER" has the meaning given to it in
              Section 7.4(d)(1);

      (pppp)  "SUBSIDIARY" means a subsidiary within the meaning of the CBCA and
              "SUBSIDIARIES" means more than one subsidiary;

      (qqqq)  "SUBSEQUENT OFFER" has the meaning given to it in Section
              7.3(e)(3)(C)

      (rrrr)  "SUBSTANTIAL INTEREST" of a Person means the direct or indirect
              beneficial ownership of at least 5% of the Common Shares, on a
              Fully Converted Basis, by that Person and its Affiliates;

      (ssss)  "THIRD OFFER" has the meaning given to it in Section 7.3(e)(3);

      (tttt)  "THIRD-PARTY BUYER" has the meaning given to it in Section 7.6(b);

      (uuuu)  "THIRD ROUND OFFEREES" has the meaning given to it in Section
              7.3(e)(3);

      (vvvv)  "THIRD ROUND SERIES OFFER" has the meaning given to it in Section
              7.5(d)(4);

      (wwww)  "TRANSFER" includes any sale, exchange, assignment, gift, bequest,
              disposition, mortgage, charge, pledge, encumbrance, grant of a
              security interest or other arrangement by which possession, legal
              title or beneficial ownership passes from one Person to another,
              or to the same Person in a different capacity, whether or not
              voluntarily and whether or not for value, and any agreement to
              effect any of the foregoing; and the words "Transferred",
              Transferring" and similar words have corresponding meanings;

      (xxxx)  "TREASURY OFFEREES" has the meaning given to it in Section 6.2 and
              "Treasury Offeree" is the singular;

      (yyyy)  "TRIGGERING EVENT" has the meaning given to it in Section 7.4(b);

      (zzzz)  "TW INVESTOR" means Thomas Weisel Healthcare Venture Partners,
              L.P;

      (aaaaa) "US GAAP" means those accounting principles which are recognized
              as being generally accepted in the United States of America from
              time to time;

      (bbbbb) "US INVESTORS" means those parties listed on Schedule D;

      (ccccc) "VENDING SHAREHOLDER" has the meaning given to it in Section
              7.6(b).

1.2   OTHER WORDS AND PHRASES

Any words or phrases defined elsewhere in this Agreement shall have the
particular meaning assigned thereto.

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                                      -9-

1.3   CURRENCY

All references to currency are deemed to mean lawful money of Canada (unless
expressed to be in some other currency).

1.4   NUMBER AND GENDER

Words (including defined terms) using or importing the singular number include
the plural and vice versa and words importing one gender only shall include all
genders and words importing persons in this Agreement shall include individuals,
partnerships, corporations and any other entities, legal or otherwise.

1.5   HEADINGS

The headings used in this Agreement are for ease of reference only and shall not
affect the meaning or the interpretation of this Agreement.

1.6   CROSS REFERENCES

All references to Article, Section and Subsection numbers refer, unless
expressly stated otherwise, to the Articles, Sections and Subsections in this
Agreement having those numbers.

1.7   ACCOUNTING TERMS

All accounting terms not defined in this Agreement shall have the meanings
generally ascribed to them under GAAP.

1.8   SCHEDULES

The schedules attached to this Agreement shall form part of this Agreement.

2.    SCOPE, EFFECT AND PARTIES

2.1   SHAREHOLDERS TO ACT IN SUPPORT OF TERMS

The Shareholders shall at all times promptly:

      (a)   vote their respective voting Shares (or if more convenient execute
            written shareholder consent resolutions provided they are executed
            by all shareholders of the Corporation); and

      (b)   take all such steps as may be reasonably within their powers;

so as to cause the Corporation to act in the manner contemplated by this
Agreement and so as to fully implement the terms of this Agreement and, to the
extent permitted by law, shall cause their respective nominees as Directors to
so act.

2.2   REMOVAL OF DIRECTORS WHO FAIL TO ACT IN ACCORDANCE WITH TERMS

If a Director refuses to exercise his discretion to vote and act as a Director
(other than a Director abstaining from voting as required by law or voting in
accordance with the requirements of the CBCA) so as to fully carry out the terms
of this Agreement, then the Shareholders shall, on the request of a Shareholder,
promptly procure all necessary proceedings and vote their respective voting
Shares to

<PAGE>

                                      -10-

remove such Director from the Board and to elect a replacement Director in
accordance with Section 3.1 who shall choose to exercise his discretion to vote
and act as a Director so as to fully carry out the terms of this Agreement.

2.3   DIRECTORS ACKNOWLEDGEMENT

The Corporation covenants and agrees that it shall cause all Directors, and any
Person who becomes a Director from time to time, to execute and deliver an
Acknowledgement in the form attached hereto as Schedule B.

2.4   TERMS TO PREVAIL OVER CONSTATING DOCUMENTS

In the event of any conflict between the provisions of this Agreement and the
Corporation's Constating Documents or any agreement to which the Corporation or
a Shareholder is or becomes a party, the provisions of this Agreement shall
prevail and govern to the extent permitted by law. The Shareholders shall
promptly procure all necessary proceedings and vote their respective voting
Shares so as to cause the Corporation's Constating Documents to be amended in
order to resolve such conflict in favour of the provisions of this Agreement to
the extent permitted by law.

2.5   AGREEMENT TO COVER AT LEAST 80% OF VOTES

The parties to this Agreement shall take all steps necessary to ensure that the
parties to this Agreement at all times represent at least 80% of the votes
capable of being cast at any general meeting of the shareholders of the
Corporation and that any shareholder of the Corporation who holds, at any time,
more than 5% of the votes capable of being cast at any general meeting of the
shareholders of the Corporation becomes a party to this Agreement (the "80% & 5%
Coverage"). Without limiting the generality of the foregoing, the Corporation
and the Shareholders shall when issuing, selling or Transferring Shares cause
the purchaser of such Shares to become a party to and be bound by this Agreement
if this is necessary to maintain 80% & 5 % Coverage.

2.6   APPLICATION

This Agreement shall apply mutatis mutandis to all Equity Securities now owned
by the Shareholders and all Equity Securities that may hereafter be acquired by
the Shareholders, or any of them.

2.7   CEASING TO BE A PARTY

If a Person who was a Shareholder no longer holds any Equity Securities of the
Corporation and is owed no monies by the Corporation or any of its Subsidiaries,
then from that point forward that Person shall be deemed to no longer be a party
to this Agreement; provided, however, such Person shall continue to be bound by
the rights and obligations which arose hereunder in respect of matters occurring
prior to such Person ceasing to be a party to this Agreement.

3.    CONDUCT OF THE AFFAIRS OF THE CORPORATION

3.1   COMPOSITION OF THE BOARD OF DIRECTORS AND CERTAIN COMMITTEES

The Shareholders shall cause the Board to at all times consist of not more than
eight Directors, consisting of the following:

<PAGE>

                                      -11-

      (a)   three nominees selected by the Founders, one of whom shall be the
            chief executive officer of the Corporation, provided that a Founder
            shall only be entitled to participate in the selection of a nominee
            if the Founders' Shares held by such Founder are not less than 5% of
            the issued and outstanding Common Shares on a Fully Converted Basis.
            The initial Founders' Nominees shall be Richard Glickman, Noel Hall
            and Michael Hayden;

      (b)   three nominees selected by the Series A Shareholders as contemplated
            in the Share Rights and Restrictions, consisting of:

            (1)   one nominee of the HBM Investor, who shall be an Industry
                  Expert and shall be acceptable to each of Richard Glickman and
                  Noel Hall, which nominee when appointed shall replace R.
                  Hector MacKay-Dunn, Q.C. who shall remain on the Board only
                  until the date of such nominee's appointment;

            (2)   one nominee of the Sprout Investors, who shall initially be
                  Ronald M. Hunt; and

            (3)   one nominee of the InterWest Investors, who shall initially be
                  Arnold Oronsky; and

      (c)   two Independent nominees selected by the Founders' Nominees and the
            Series A Investors' Nominees, one of whom shall be suitable to be
            the chair of the Corporation's audit committee and one of whom shall
            have significant industry experience.

For the purposes of this Section, "Independent" means a person who is not a
director, officer, employee or "major shareholder" of a Shareholder or the
Corporation, as the case may be, or an "affiliate" or an "associate" of such
person, or an "associate" of the Founders, as the case may be, and the terms
"major shareholder", "affiliate" and "associate" shall have the meanings
ascribed to them in the Employee Investment Act (British Columbia).

For the purposes of this Section, "Industry Expert" means an individual with
extensive senior management experience within the pharmaceutical industry as it
relates to pharmaceutical sales and marketing, clinical development/regulatory
and/or medical affairs. The individual must be recognized as an industry expert
by his or her peers.

If a Director ceases to be a Director for any reason, the vacancy on the Board
shall promptly be filled in a manner which ensures that the Board composition
referred to above is maintained. The parties agree that the nominee of the
Sprout Investors may only be removed by the Sprout Investors, the nominee of the
InterWest Investors may only be removed by the InterWest Investors, and the
nominee of the HBM Investor may only removed by the HBM Investor.

Either Arnold Oronsky or Ronald Hunt shall be a member of the Compensation
Committee of the Board, and either Arnold Oronsky or Ronald Hunt shall be a
member of the Audit Committee of the Board.

3.2   MEETINGS OF THE BOARD OF DIRECTORS

The Board shall meet at least quarterly. At least two Board meetings shall be
held at the Corporation's head office located in Victoria, British Columbia. The
balance of the Board Meetings shall be held at such place as the Board may
determine from time to time, making reasonable efforts to select a location that
is mutually convenient for all Directors for a significant number of such Board
Meetings. The Corporation shall provide reasonable (being in any case, not less
than two days, exclusive of the day on which notice is delivered or faxed, but
inclusive of the day for which notice is given) notice in writing of

<PAGE>

                                      -12-

any meeting of Directors, unless waived in writing by all Directors. The
Directors may participate in any Board meeting by telephone conference call or
in any manner by which all participants in the meeting can hear one another, and
any Director so participating shall be considered to be present for the purposes
of quorum and voting at such meeting. The Corporation shall provide each
Director with copies of the minutes of each Board meeting within 60 days of each
such meeting.

3.3   QUORUM FOR BOARD MEETINGS

A quorum for the transaction of business at any meeting of the Board shall be a
majority of Directors. If a quorum is not present at the commencement of a Board
meeting, then the Directors present may not transact any business, the meeting
shall be adjourned for not less than 72 hours and, at the adjourned meeting,
those directors present shall constitute a quorum.

3.4   SPECIFIC MAJOR MATTERS REQUIRING BOARD AND SHAREHOLDER APPROVAL

The Corporation shall only undertake or proceed with any of the following
matters with the prior approval of the majority of the Board (which, for the
purposes of the matters set forth in paragraphs (b), (c), (d), (g), (h), (i),
(q) and (r) shall only be effective with 67% Shareholder Approval) and which, in
addition, for the purposes of the matters set forth in paragraphs (b), (c), (d),
(g), (n), (dd) and (ee) shall, for so long as in excess of 1,000,000 Series A
Preferred Shares remain outstanding, only be effective with Series A Shareholder
Approval:

      (a)   grant, allot or issue any additional Equity Securities (other than
            pursuant to the Employee Stock Option Plan or in accordance with the
            Share Rights and Restrictions);

      (b)   increase or decrease the authorized capital of the Corporation or
            alter the share capital of the Corporation;

      (c)   purchase, redeem or otherwise acquire any Equity Securities (other
            than as provided for under this Agreement or in accordance with the
            Share Rights and Restrictions);

      (d)   declare or pay dividends on any Equity Securities (other than as
            required under the Share Rights and Restrictions);

      (e)   loan any money to, provide a guarantee of, or assume liability for
            the debts or obligations of any other Person, except for (i) loans
            made from time to time to employees of the Corporation which loans
            shall not exceed $5,000 per loan or $10,000 in aggregate in any
            fiscal year of the Corporation, (ii) loans or advances to any
            Subsidiary for the payment of expenses incurred in the ordinary
            course of business, and (iii) loans or advances to any Subsidiary
            incurred outside of the ordinary course of business, which loans or
            advances shall not exceed $25,000 in aggregate in any fiscal year of
            the Corporation;

      (f)   borrow money on the credit of the Corporation;

      (g)   amend the Corporation's Constating Documents;

      (h)   change the nature of the Corporation's business;

      (i)   amalgamate, consolidate or merge or enter into an agreement to
            amalgamate, consolidate or merge the Corporation with any Person;

<PAGE>

                                      -13-

      (j)   enter into any joint venture or partnership with any corporation,
            partnership, joint venture, firm or Person, except for
            collaborations, joint ventures or research and development
            agreements under which the Corporation's financial commitment is
            less than $50,000;

      (k)   make any payments with respect to or amend the terms of any loan
            made to the Corporation by a shareholder of the Corporation or a
            Person related to a shareholder other than in accordance with an
            agreement respecting such loan previously approved by the Board;

      (l)   enter into any material agreement with a Person with whom the
            Corporation does not deal at arm's length in excess of $100,000;

      (m)   amend the Employee Stock Option Plan or the Stock Purchase Plan
            Trust Agreement;

      (n)   make any proceedings for the bankruptcy, insolvency, receivership,
            or a reorganization in respect of the Corporation's creditors, or
            for the winding-up, liquidation or dissolution of the Corporation;

      (o)   make any sale, lease, exchange, mortgage or other disposition of all
            or substantially all of the Corporation's assets or of any plans,
            patents, trademarks, processes, licenses, distribution rights or
            other industrial or intellectual property of the Corporation;

      (p)   amend any devotion of time, non-competition, non-disclosure
            agreements or proprietary rights agreements between the Corporation
            and any of its Directors, Key Employees and other senior officers,
            or consultants;

      (q)   adopt any shareholders' agreement other than this Agreement or an
            amendment to this Agreement;

      (r)   continue the Corporation under the laws of another jurisdiction;

      (s)   allow any Equity Securities to be qualified for distribution to the
            public or listed for trading on a recognized securities exchange;

      (t)   in any fiscal year, make any capital expenditures or leasing
            commitments which are not included in the capital budget for that
            year previously approved by the Board exceeding $100,000;

      (u)   pay any remuneration, compensation, drawings or other payments to
            Key Employees and other senior officers of the Corporation, or
            Persons related to Key Employees and other senior officers of the
            Corporation other than pursuant to the terms of a written employment
            contract;

      (v)   enter into or amend employment or consulting contracts with senior
            officers of the Corporation;

      (w)   incorporate, purchase, acquire, fund, sell, or dispose of any
            Subsidiary, whether wholly or partially owned by the Corporation;

<PAGE>

                                      -14-

      (x)   sell, lease, exchange or otherwise dispose of or distribute any of
            the property of the Corporation outside of the ordinary course of
            business of the Corporation;

      (y)   make a proposal to the Corporation's shareholders to change the
            Corporation's auditors;

      (z)   make any significant change to the Corporation's accounting
            policies;

      (aa)  make any distribution of monies or assets of the Corporation outside
            of the ordinary course of the business of the Corporation (other
            than as provided for under this Agreement or required in accordance
            with the Share Rights and Restrictions);

      (bb)  make the Corporation's annual budget or any amendments thereto
            resulting in an aggregate variance of more than 10%;

      (cc)  transfer, assign or otherwise dispose of any assets to a Subsidiary
            or joint venture partner;

      (dd)  authorize or create (by amendment of the articles of the
            Corporation, reclassification, redesignation or otherwise) any new
            class or series of shares having rights, preferences or privilege
            senior to or on a parity with the Series A Preferred Shares; or

      (ee)  change the number of Directors or the number of Series A Investors'
            Nominees.

3.5   BOARD APPROVAL OF MAJOR MATTERS UNDERTAKEN BY SUBSIDIARIES

The Corporation shall ensure that all of its Subsidiaries only undertake or
proceed with transactions referred to in Section 3.4 (as adjusted to relate to
similar actions of such Subsidiary) with the prior approval of the majority of
the Board (which, for the purposes of the matters set forth in paragraphs (b),
(c), (d), (g), (h), (i), (q) and (r) shall only be effective with 67%
Shareholder Approval and which, for the purposes of the matters set forth in
paragraphs (b), (c), (d), (g), (n), (dd) and (ee) shall, for so long as in
excess of 1,000,000 Series A Preferred Shares remain outstanding, only be
effective with Series A Shareholder Approval.

3.6   REMUNERATION TO DIRECTORS

The terms and conditions applicable to the remuneration payable to the Directors
shall be as follows:

      (a)   any Director who is an officer or an employee of the Corporation
            shall not be entitled to receive remuneration or compensation from
            the Corporation in his capacity as a Director;

      (b)   any Director who is not an officer or an employee of the Corporation
            shall be entitled to receive remuneration or compensation from the
            Corporation on a basis which is acceptable to the Board; and

      (c)   all Directors shall be reimbursed for reasonable expenses incurred
            with respect to acting as a Director, including attendance at
            Directors' meetings and committee meetings of the Board and other
            expenses incurred in conjunction with Corporation business on a
            basis acceptable to the Chief Executive Officer.

3.7   OBSERVERS

Each of the HBM Investor, the TW Investor, BioAsia Investments IV, LLC and Axiom
Venture Partners III, LP shall be entitled to have an individual (who may change
from time to time) (an "Observer") attend

<PAGE>

                                      -15-

Board meetings (and meetings of the board of any of the Subsidiaries) from time
to time. The Observer shall have the right to receive and review the same
information and materials as are provided to Directors for such meetings, or
meetings of the Subsidiaries, and to speak thereat but shall not be entitled to
vote.

3.8   INDEMNITY FOR DIRECTORS AND OTHERS

Subject to the limitations set forth in the CBCA or otherwise at law, and in
addition to any existing provisions which may be contained in the Corporation's
Constating Documents, the Corporation shall to the fullest extent possible
indemnify any Director or officer of the Corporation or Observer, a former
Director or officer of the Corporation or former Observer, or any person who
acts or has acted at the Corporation's request as a director or officer of a
body corporate, or an individual acting in a similar capacity, and his heirs and
other personal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by the individual in respect of any civil, criminal, administrative,
investigative or other proceeding in which the individual is involved because of
that association with the Corporation or other entity, if:

      (a)   the individual acted honestly and in good faith with a view to the
            best interests of the Corporation, or, as the case may be, to the
            best interests of the other entity for which the individual acted as
            director or officer or in a similar capacity at the Corporation's
            request; and

      (b)   in the case of a criminal or administrative action or proceeding
            that is enforced by a monetary penalty, the individual had
            reasonable grounds for believing that the individual's conduct was
            lawful.

Nothing in this Section shall limit the right of any person entitled to claim
any indemnity apart from the provisions of this Section. If the Corporation is
required to seek out approval for any such indemnity, it shall do so promptly at
its own expense.

3.9   PROTECTION OF PROPRIETARY RIGHTS

The Corporation covenants and agrees that:

      (a)   it shall cause the assignment to the Corporation and any Subsidiary,
            as applicable, by all employees of the Corporation and any
            Subsidiary or any consultants as may from time to time be engaged by
            the Corporation or any Subsidiary, as applicable, of any and all
            patents, trademarks, copyrights, inventions and other intellectual
            property arising out of the work of such employees or consultants or
            arising out of the use of funds, materials or facilities of the
            Corporation and the waiver of all moral rights with respect to such
            intellectual property; and

      (b)   it shall cause all employees of the Corporation and any Subsidiary,
            as applicable and all consultants engaged by the Corporation or any
            Subsidiary, as applicable, having confidential knowledge of the
            intellectual property of the Corporation or any Subsidiary to sign
            confidentiality, non-competition and proprietary rights agreements
            with the Corporation and any Subsidiary, as applicable.

3.10  SHAREHOLDERS' MEETINGS

The Corporation shall provide each of the Shareholders with notice in writing of
any meeting of the shareholders of the Corporation in accordance with the CBCA,
and the Corporation shall, within 60 days

<PAGE>

                                      -16-

of the date of any such meeting, cause minutes of all proceedings at the meeting
to be forwarded to the Shareholders.

3.11  QUORUM FOR SHAREHOLDER MEETINGS

A quorum for the transaction of business at any meeting of the shareholders of
the Corporation shall be a minimum of two shareholders present in person or by
proxy representing at least 50% of the then issued and outstanding shares. If a
quorum is not present at the opening of a meeting of the shareholders of the
Corporation, then the shareholders of the Corporation present or represented by
proxy may not transact any other business and such shareholders of the
Corporation shall be deemed, provided such meeting was otherwise duly
constituted, to have adjourned such meeting to the same time and place on the
same day the following week. If a quorum is not present at such adjourned
meeting, then the shareholders of the Corporation who are present and entitled
to vote at the meeting shall be deemed to be a quorum and may transact all
business which a full quorum might have transacted with respect to the items set
forth in the notice (or accompanying documentation) provided to the shareholders
of the Corporation in connection with the originally scheduled meeting of the
shareholders of the Corporation.

3.12  DEPOSIT OF PROXIES

A Shareholder may deposit a proxy and the power of attorney, appointment of
authorized representative or other authority, if any, under which it is duly
signed at any time before the proper commencement of the shareholders' meeting
to which the proxy relates and any such proxy shall be so deposited with the
Chairperson of such meeting. A proxy deposited in accordance with this Section
shall be accepted as valid.

3.13  ACCOUNTING SYSTEMS

No later than December 31, 2004, the Corporation shall and shall cause its
Subsidiaries to set up and maintain, in accordance with US GAAP, accounting
systems and books of account which are acceptable to the audit committee and all
transactions shall be accounted for according to US GAAP, consistently applied.

3.14  AMENDMENT TO ARTICLES

The Corporation agrees to submit to the Shareholders at the 2004 annual meeting
of Shareholders an amendment to the Articles of the Corporation to revise the
class rights of the Preferred Shares in order to eliminate the class right of
redemption at the option of the Corporation and the requirement to attach
pre-emptive rights to each series of Preferred shares in the Articles. Each of
the Founders and the Series A Shareholders agrees to vote their Common Shares
and Series A Preferred Shares in favour of such amendment at such annual
meeting.

3.15  AMENDMENT TO BYLAWS

On or before the Closing, the Corporation agrees to amend the Bylaws of the
Corporation to delete Section 4.4 thereof and replace it with a bylaw that is
consistent with the terms of this Agreement that relate to the removal of
directors, and the Corporation further agrees to submit such amendment at the
2004 annual meeting of Shareholders. Each of the Founders and the Series A
Shareholders agrees to vote their Common Shares and Series A Preferred Shares in
favour of such amendment at such annual meeting.

<PAGE>

                                      -17-

4.    INFORMATION RIGHTS

4.1   REPORTING REQUIREMENTS OF ADDITIONAL INVESTORS AND SERIES A INVESTORS

The Corporation shall furnish to the Additional Investors and the Series A
Investors:

      (a)   within 30 days of each fiscal quarter, a balance sheet and statement
            of operations and cash flow for the Corporation and each of the
            Subsidiaries on a consolidated basis, together with a report of the
            chief financial officer of the Corporation and each of the
            Subsidiaries thereon, and within 30 days of each six month period, a
            report of the CEO;

      (b)   annually within 90 days of the end of each fiscal year, the
            Corporation's audited consolidated financial statements (including
            the Corporation's balance sheet, statement of earnings, retained
            earnings and changes in financial position) and auditor's report
            thereon, prepared in accordance with US GAAP by a major accounting
            firm selected by the Board, provided that such statements may be
            prepared in accordance with Canadian GAAP for the year ended
            December 31, 2003;

      (c)   such progress reports as are provided to Directors and the
            Corporation's shareholders; and

      (d)   any information relevant to significant operational and strategic
            issues.

4.2   REPORTING REQUIREMENTS OF SERIES A SHAREHOLDERS

The Corporation shall furnish, in addition to the reporting requirements set out
in Section 4.1, to the Series A Investors:

      (a)   within 30 days of the end of each month, monthly financial
            information (including but not limited to the Corporation's profit
            and loss statement, balance sheet, actual versus plan, statement of
            operations and cash flow, compliance analysis of bank loan
            covenants, if any);

      (b)   within 30 days of the end of each fiscal quarter, a variance
            commentary; and

      (c)   at least 30 days before the end of each prior fiscal year, an annual
            budget and operating plan for the next fiscal year.

5.    INSURANCE POLICIES

5.1   KEY PERSON INSURANCE

Unless otherwise agreed to in writing by the Investors and provided such
insurance is available at reasonable rates, the Corporation shall use
commercially reasonable efforts to obtain and maintain a key man insurance
policy in the minimum amount of $1,000,000 on its chief executive officer and
its president, in each case with the Corporation as the sole beneficiary. The
Corporation shall pay all applicable premiums thereunder.

5.2   GENERAL INSURANCE

The Corporation shall maintain, and shall ensure that its Subsidiaries maintain,
insurance policies with sufficient coverage to allow replacement of any of their
respective insurable properties that might be

<PAGE>

                                      -18-

damaged or destroyed and insurance policies for comprehensive general liability
insurance (including bodily injury, death and property damage) for amounts which
meet commercially reasonable standards.

5.3   DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Once the Corporation has a product in a clinical trial, the Corporation shall
use reasonable commercial efforts to maintain directors' and officers' liability
insurance in a minimum amount of $5,000,000 for the Directors and senior
officers of the Corporation with coverage comparable to that available to
companies of a similar size and stage of development as the Corporation, on
reasonable commercial terms as determined by the Board. Prior to the Corporation
having a product in a clinical trial, the Corporation shall maintain such
directors' and officers' liability insurance in such amount and upon such terms
as the Board may determine, provided that the cost of such insurance is
reasonable in the sole discretion of the Board.

5.4   LIMITATION ON INSURANCE ENCUMBRANCES

The Corporation shall not grant a security interest in, borrow on the security
of, hypothecate, assign or dispose of any of the insurance policies referred to
in this Article or any part thereof except to the extent that such policies are
charged or encumbered from time to time by security instruments granted by the
Corporation in good faith to its lenders for genuine corporate borrowing
purposes approved by the Board in accordance with the terms hereof.

6.    ISSUE OF ADDITIONAL EQUITY SECURITIES

6.1   TREASURY OFFERINGS

Except as otherwise agreed to by the parties hereto, each offering by the
Corporation of additional Equity Securities shall be made in accordance with
this Article.

All Series A Investors and each holder of Common Shares which have a Substantial
Interest shall have a right and be entitled to participate pro-rata in offerings
in accordance with this Article.

For the purposes of this Section 6, each Series A Investor shall be deemed to be
a Shareholder and to own a number of Series A Preferred Shares equal to the
proportion of the Series A Preferred Shares held by Aspreva Funding that
corresponds to such Series A Investor's proportionate equity ownership interest
in Aspreva Funding.

6.2   OFFERINGS TO BE MADE PRO-RATA ON A FULLY CONVERTED BASIS

Subject to Section 6.3, before the Corporation offers, allots, issues or sells
any Equity Securities of the Corporation (including any resale by the
Corporation of any Equity Securities of the Corporation previously repurchased
by the Corporation), whether directly or indirectly and whether by option,
warrant, right or privilege which is capable of becoming an offer, allotment,
issuance or sale of any Equity Securities, the Corporation shall ensure that the
Equity Securities are first offered (the "Treasury Offer") by written notice to
all Series A Investors and to each holder of Common Shares holding a Substantial
Interest (collectively the "Treasury Offerees" and individually a "Treasury
Offeree") and sold on the following basis:

      (a)   Pro Rata Portions - the number of Equity Securities a particular
            Treasury Offeree shall be offered and may purchase shall be the
            number determined by applying the following formula:

<PAGE>

                                      -19-

<TABLE>
<S>                      <C>                                                    <C>
Number of Equity                Number of Common Shares held by the Treasury           Total number of
Securities which the     =      Offeree on a Fully Converted Basis              X      additional Equity
Treasury Offeree shall          immediately prior to the Treasury Offer                Securities being
be offered and may              --------------------------------------------           offered
purchase                        Number of Common Shares held by all Treasury
                                Offerees on a Fully Converted Basis
                                immediately prior to the Treasury Offer
</TABLE>

      (b)   Notice & Acceptance Period - the written notice concerning the
            Treasury Offer shall set out the number of Equity Securities offered
            to the Treasury Offeree, the price payable per Equity Security and
            other applicable terms and conditions and shall remain open for
            acceptance in writing by each Treasury Offeree until the end of a
            period (the "Initial Acceptance Period") of 15 days following
            receipt thereof by the Treasury Offeree. If such written notice is
            mailed by first class mail to the address for the Treasury Offeree
            shown on the Corporation's register of shareholders, that Treasury
            Offeree shall be deemed to have received the notice 7 days
            thereafter. If a Treasury Offeree does not accept the Treasury Offer
            before expiration of the Initial Acceptance Period, then such
            Treasury Offeree shall be deemed to have refused the Treasury Offer;

      (c)   Acceptance - acceptance of a Treasury Offer by a Treasury Offeree
            shall be made by written notice to the Corporation, which acceptance
            notice may also specify any additional portion of the Equity
            Securities ("Specified Additional Equity Securities") offered for
            sale that the Treasury Offeree is prepared to purchase in the event
            that any of the other Treasury Offerees fail to fully accept their
            offered portion of the Treasury Offer;

      (d)   No Acceptances - if all Treasury Offerees decline in writing to
            accept the Treasury Offer, the Initial Acceptance Period shall be
            deemed to have ended on the earlier of the end of the Initial
            Acceptance Period and the date the last such decline in writing is
            received by the Corporation;

      (e)   Offer of any Remaining Equity Securities - to the extent that the
            Treasury Offer has not been accepted in its entirety by the Treasury
            Offerees within the Initial Acceptance Period, such of the Treasury
            Offerees as have in their notice of acceptance of the Treasury Offer
            indicated a preparedness to purchase Specified Additional Equity
            Securities (collectively the "Second Tier Offerees" and individually
            a "Second Tier Offeree") shall be forthwith notified (the "Second
            Tier Notice") of this fact by the Corporation and shall be entitled
            to accept the remaining portion of the additional Equity Securities
            (the "Remaining Equity Securities") offered under the Treasury Offer
            as is then available by written notice to the Corporation given
            within 5 days after delivery of the Second Tier Notice. The
            Remaining Equity Securities shall be divided among the Second Tier
            Offerees in such manner as may be agreed among them, and failing
            such agreement, the Remaining Equity Securities shall be divided pro
            rata among the Second Tier Offerees in accordance with their
            respective holdings of Common Shares on a Fully Converted Basis,
            except that no Second Tier Offeree shall be required to accept more
            than his Specified Additional Equity Securities. In the event that
            the pro rata share of a Second Tier Offeree is limited by his
            Specified Additional Equity Securities as aforesaid, that portion of
            his pro rata share of the Remaining Equity Securities in excess of
            his Specified Additional Equity Securities shall be divided among
            the remaining Second Tier Offerees whose pro rata shares do not
            exceed their Specified Additional Equity Securities;

<PAGE>

                                      -20-

      (f)   Sale to Third Party - the Corporation shall be entitled to allot,
            issue or sell the balance of any Equity Securities which are not
            purchased by the Treasury Offerees under a Treasury Offer to any
            Person, other than a Treasury Offeree who did not accept the
            Treasury Offer, provided that such allotment, issuance or sale shall
            not be effected at a price which is less than the price or on terms
            and conditions which are more favourable (from the purchaser's
            perspective) than those set forth in the written notice to the
            Treasury Offerees concerning the Treasury Offer and provided that
            such allotment, issuance or sale shall be effected within a 3 month
            period following the expiration of the Initial Acceptance Period;
            and

      (g)   Expiry of Third Party Sale Period - if the Corporation has not
            effected the allotment, issuance or sale of the balance of any
            Equity Securities not purchased by Treasury Offerees under the
            Treasury Offer within such 3 month period, then the Corporation
            shall be required, before allotting, issuing or selling any Equity
            Securities, to again comply with this Section.

6.3   PERMITTED NON-PRO RATA OFFERINGS

The Corporation may directly allot, issue or sell Equity Securities without
complying with Section 6.2 in the following circumstances:

      (a)   the Equity Securities are being issued pursuant to a stock dividend
            on Shares or a subdivision;

      (b)   the Equity Securities are being issued as required in accordance
            with the Share Rights and Restrictions;

      (c)   the Equity Securities are being issued pursuant to a duly approved
            grant or exercise of options under the Employee Stock Option Plan
            approved by the Board or in accordance with the terms of the Notes
            or the warrants issued in connection with the issuance of the Notes;

      (d)   the Equity Securities are being issued pursuant to a duly approved
            Initial Public Offering;

      (e)   the Equity Securities are being issued pursuant to an acquisition,
            strategic alliance or to a strategic industry investor approved by
            the Board; or

      (f)   the Equity Securities are being issued pursuant to the Investment
            Agreement.

6.4   WAIVER OF RIGHTS

Notwithstanding any other provision of this Article 6, any shareholder may waive
his rights with respect to any particular offer given under Article 6 by notice
in writing to the Corporation.

6.5   EXECUTE AGREEMENT

No Equity Securities shall be sold or issued:

      (a)   to a Person (other than a Shareholder or the Corporation) pursuant
            to Subsection 6.2(f); or

<PAGE>

                                      -21-

      (b)   to any Person pursuant to Sections 6.3(a) to 6.3(c) inclusive and
            Section 6.3(e), Section 7.2(b), Section 7.3(g), Section 7.4(b),
            Section 7.5(f), Section 7.6(e) or Section 7.7(c) of this Agreement,

unless and until the Person enters into an agreement pursuant to which such
Person has agreed to be bound by the provisions of this Agreement as a
Shareholder.

7.    SHARE TRANSFERS

7.1   TRANSFERS RESTRICTED

Except as expressly permitted by the terms of this Agreement, or as required by
the Share Rights and Restrictions or as consented to by all parties hereto, and
except for the Series A Shareholders to whom this Section 7.1 shall not apply
provided that Sections 7.6, 7.7 and 7.8 are complied with, a Shareholder shall
not, directly or indirectly, Transfer any Equity Securities (including but not
restricted to any disposition by agreement, option, right or privilege capable
of becoming an agreement or option).

7.2   PERMITTED TRANSFERS

Sections 7.1 and 7.3 do not apply to the following Transfers of Equity
Securities:

      (a)   Transfers to an Affiliate - A Shareholder (a "Shareholder
            Transferor") shall be entitled at all times and from time to time to
            Transfer all or any part of its Equity Securities to an Affiliate
            provided that:

            (1)   the Affiliate enters into an agreement under which it becomes
                  party to and bound by this Agreement;

            (2)   prior to the Affiliate ceasing to be an Affiliate, the
                  Affiliate agrees to Transfer the Equity Securities back to the
                  Shareholder Transferor, or to another Affiliate of the
                  Shareholder Transferor;

            (3)   the Shareholder Transferor agrees to be jointly and severally
                  liable with the Affiliate for all obligations and liabilities
                  of the Affiliate assumed under this Agreement, provided that
                  this condition shall not apply to a Transfer within 60 days of
                  Closing from the HBM Investor to any Affiliate of the HBM
                  Investor if prior to or contemporaneously with such Transfer
                  such transferee has become a party to this Amended and
                  Restated Shareholders' Agreement and there is no violation of
                  Section 9(g) or Article 11 hereof as a result of such
                  Transfer; and

            (4)   such transfer is in compliance with all applicable securities
                  laws, including any applicable exemption.

            For the purposes of this Agreement, any notice required to be given
            to a Shareholder Transferor and its Affiliate need only be given to
            the Shareholder Transferor, any Shares held by any such Affiliate
            shall be deemed for all purposes of this Agreement to be held by the
            Shareholder Transferor, any rights or obligations of such Affiliate
            shall be deemed to be those of the Shareholder Transferor and all
            actions taken by the Shareholder Transferor in connection therewith
            shall be effective and binding upon such Affiliate as if made by it.
            Nothing herein contained shall restrict the ability of any
            Shareholder Transferor, on the one hand, and its Affiliate, on the
            other hand, from entering into such

<PAGE>

                                      -22-

            agreements consistent with the requirements of this Agreement as
            they may determine to be necessary or desirable to govern, as
            between themselves, the matters arising from the operation of this
            Agreement.

      (b)   Other Exemptions -- Subject to Section 6.5 and notwithstanding any
            other provisions of this Agreement to the contrary, a Shareholder
            may Transfer Equity Securities if:

            (1)   it exercises its Co-Sale Right under Section 7.6 or Section
                  7.7;

            (2)   it is required by law;

            (3)   it is pursuant to a testamentary disposition or intestacy;

            (4)   the Transfer is pursuant to the terms of the Employee Stock
                  Purchase Plan Trust Agreement; or

            (5)   the Transfer is pursuant to Section 7.3, Section 7.4 or
                  Section 7.5.

7.3   RIGHT OF FIRST OFFER IN FAVOUR OF CORPORATION AND ALL SHAREHOLDERS

Subject to Sections 7.2, 7.4 and 7.5:

      (a)   For the purposes of this Section 7.3, each Series A Investor shall
            be deemed to be a Shareholder and to own a number of Series A
            Preferred Shares equal to the proportion of the Series A Preferred
            Shares held by Aspreva Funding that corresponds to such Series A
            Investor's proportionate equity ownership interest in Aspreva
            Funding.

      (b)   Make Offer - if any Shareholder other than a Series A Shareholder or
            Series A Investor to whom this Section 7.3 shall not apply, or a
            Founder to whom Sections 7.4 and 7.5, as the case may be, shall
            apply (the "Offeror") wishes to sell any of his, her or its Equity
            Securities (the "Saleable Securities"), then the Offeror shall first
            offer (the "Offer") to the Corporation and the other Shareholders
            (the "Other Offerees") by notice in writing the prior right to
            purchase, receive or acquire the Saleable Securities;

      (c)   Notice Contents - the Offer shall identify the number and kind of
            Saleable Securities, the price per share expressed in cash or cash
            equivalent the Offeror is prepared to sell for, and whether or not
            the Offeror has received a third party offer to purchase the
            Saleable Securities (in which case the third party offer shall be
            attached to the Offer and shall constitute the terms of the Offer);

      (d)   Corporation First Right - upon notice being given in accordance with
            (b) above, the Corporation shall have the first right to accept the
            Offer and purchase all or a portion of the Saleable Securities
            offered for sale; the Corporation shall have 15 days after the
            receipt of the Offer by the Corporation within which to give to the
            Offeror a notice (the "Purchase Notice") that it agrees to purchase
            all or a portion of such securities on the same terms and conditions
            as are contained in the Offer and deliver a copy of the Purchase
            Notice to each of the Other Offerees. If the Corporation does not
            accept the Offer before the expiration of such 15 day period, then
            the Corporation shall be deemed to have refused the Offer;

<PAGE>

                                      -23-

      (e)   Offerees Second Right - upon notice being given in accordance with
            (b) above, if upon the expiry of the 15 day period the Corporation
            has not delivered a Purchase Notice or has delivered a Purchase
            Notice which specifies a lesser number of Saleable Securities than
            the Offeror is prepared to sell, then the Offeror shall immediately
            make a written offer (the "Second Offer") to each of the Other
            Offerees on the following basis:

            (1)   Pro Rata Portions - the Second Offer shall state that each of
                  the Other Offerees is entitled to purchase up to that number
                  of the Saleable Securities mutually agreed upon by the Other
                  Offerees or, failing such mutual agreement, as determined by
                  application of the following formula:

<TABLE>
<S>                      <C>                                                    <C>
Number of Saleable       =      Number of Common Shares held by such Other      X      Total Number of
Securities which a              Offeree on a Fully Converted Basis                     Saleable
particular Other                immediately prior to the Second Offer                  Securities minus
Offeree may purchase            ------------------------------------------             number of shares
                                Number of Common Shares held by all Other              Corporation to
                                Offerees on a Fully Converted Basis                    purchase
                                immediately prior to the Second Offer
</TABLE>

            (2)   Acceptance Period - the Second Offer shall remain open for
                  acceptance by each Other Offeree until the end of a period of
                  15 days following receipt of the Second Offer by such Other
                  Offeree (if an Other Offeree does not accept the Second Offer
                  before the expiration of such 15 day period, then such Other
                  Offeree shall be deemed to have refused the Second Offer);

            (3)   Offer of any Remaining Securities - if the Second Offer has
                  been accepted by one or more, but not all, of the Other
                  Offerees at the expiration of the Offer, then the Offeror
                  shall be required to immediately make a written offer (the
                  "Third Offer") to each of the Other Offerees (the "Third Round
                  Offerees") who accepted the Second Offer, to sell to each of
                  the Third Round Offerees a portion of the unaccepted Saleable
                  Securities (the "Remaining Saleable Securities") on the
                  following basis:

                  (A)   the Third Offer shall state that each of the Third Round
                        Offerees is entitled to purchase up to that number of
                        the Remaining Saleable Securities mutually agreed upon
                        by the Third Round Offerees or, failing such mutual
                        agreement, as determined by application of the following
                        formula:
<TABLE>
<S>                      <C>                                                    <C>
Number of                =      Number of Common Shares held by such Third      X      Total Number of
Remaining Saleable              Round Offeree on a Fully Converted                     Remaining
Securities which a              Basis immediately prior to the Third Offer             Saleable
particular Third                ------------------------------------------             Securities
Round Offeree                   Number of Common Shares held by all Third
may purchase                    Round Offerees on a Fully Converted Basis
                                immediately prior to the Third Offer
</TABLE>

                  (B)   the Third Offer shall remain open for acceptance by each
                        Third Round Offeree for a period of 5 Business Days
                        following receipt of the Third Offer by such Third Round
                        Offeree (if a Third Round Offeree does not accept the
                        Third Offer within such 5 day period, then such Third
                        Round Offeree shall be deemed to have refused the Third
                        Offer);

<PAGE>

                                      -24-

                  (C)   if at the expiration of such 5 day period the Third
                        Offer has not been accepted in full by all of the Third
                        Round Offerees, then the procedure described in this
                        paragraph (C) (a "Subsequent Offer") shall be repeated
                        with the next written offer being made only to those of
                        the Third Round Offerees who accepted the Third Offer,
                        with the appropriate adjustments to the formula
                        described in clause (e)(iii)(A) above, as the case may
                        be, and so on and so forth until one or more of the
                        Third Round Offerees has agreed to purchase the
                        unaccepted Remaining Saleable Securities or until no
                        Third Round Offeree wishes to purchase such unaccepted
                        Remaining Saleable Securities;

      (f)   Closing - the closing of the purchase of the Saleable Securities by
            the Corporation and the Other Offerees hereunder shall take place at
            the principal office of the Corporation on the later of the
            following dates:

            (1)   the closing date specified in the Offer, the Second Offer, the
                  Third Offer or any Subsequent Offer, as the case may be; and

            (2)   the 5th Business Day following the acceptance of the Offer,
                  the Second Offer, the Third Offer or any Subsequent Offer, as
                  the case may be;

      (g)   Sale to Third Party - subject to Section 6.5, if any of the
            Remaining Saleable Securities still remain unaccepted after the
            expiration of the Second Offer, the Third Offer and (if applicable)
            any Subsequent Offers, the Offeror may, for 90 days thereafter,
            offer the Remaining Saleable Securities offered but not subscribed
            for to a third party at a price and on terms and conditions no more
            favourable (from a purchaser's perspective) than the terms and
            conditions set forth in the Offer;

      (h)   Expiry of Third Party Sale Period - if the Offeror has not completed
            the sale of all of the Saleable Securities to the third party in
            accordance with paragraph (g) above within 90 days following the
            expiration of the latest of:

            (1)   the Offer, the Second Offer, the Third Offer or the last of
                  any Subsequent Offers, as the case may be; and

            (2)   if applicable, completion of the last applicable step under
                  the Co-Sale Right under Section 7.6;

then the right of the Offeror under paragraph (g) above to sell the Saleable
Securities to the third party shall terminate and the Offeror shall be required
to again comply with this Section before Transferring any of his Equity
Securities to the third party or any other Person.

7.4   MANDATORY DISPOSITION FOR FOUNDERS

      (a)   For the purposes of this Section 7.4, each Series A Investor shall
            be deemed to be a Shareholder and to own a number of Series A
            Preferred Shares equal to the proportion of the Series A Preferred
            Shares held by Aspreva Funding that corresponds to such Series A
            Investor's proportionate equity ownership interest in Aspreva
            Funding.

      (b)   Mandatory Disposition - notwithstanding Sections 7.1, 7.3 and 7.5,
            if a Founder (the "Departing Founder"):

<PAGE>

                                      -25-

            (1)   is employed by the Corporation and resigns or is terminated
                  for "Cause" (as defined in such Founder's Executive Employment
                  Agreement with the Corporation);

            (2)   is employed by a consultant to the Corporation (the
                  "Consultant") and the consulting agreement with respect
                  thereto is terminated by the Consultant or is terminated by
                  the Corporation for "cause" (as defined in such consulting
                  agreement);

            (each, a "Triggering Event") at any time prior to the expiration of
            36 months from January 16, 2003, the Departing Founder shall be
            deemed, without any further action on the part of the Departing
            Founder or his legal representatives, to have then offered (the
            "Mandatory Offer") to the remaining Founders (the "Remaining
            Founders") the right to purchase 75% of the Founders' Shares owned
            by such Departing Founder at the time of the Triggering Event (the
            "Original Vested Founder's Shares"), less the number of Founders'
            Shares that is equal to 1/36 of the number of the Original Vested
            Founder's Shares for each full month that has elapsed from January
            16, 2003 to the date of the Triggering Event (the "Subject Founder's
            Shares"), at a price per Subject Founder's Share equal to the price
            per Subject Founder's Share paid to the Corporation by the Departing
            Founder.

      (c)   Secretary to Provide Notice - If a Triggering Event occurs pursuant
            to Subsection (b) above, the Secretary of the Corporation shall
            provide, on behalf of the Departing Founder, written notice to the
            Remaining Founders of any Mandatory Offer to which they are
            entitled, including the number and kind of Subject Founder's Shares
            and the price per share.

      (d)   Remaining Founders' First Right - upon notice being given in
            accordance with Subsection (c) above, the Remaining Founders shall
            have the first right to accept such Mandatory Offer and purchase all
            or a portion of the Subject Founder's Shares offered for sale on the
            following basis:

            (1)   Pro Rata Portions - each of the Remaining Founders shall be
                  entitled to purchase up to that number of the Subject
                  Founder's Shares mutually agreed upon by the Remaining
                  Founders or, failing such mutual agreement, as determined by
                  application of the following formula:

<TABLE>
<S>                     <C>                                                       <C>
Number of Subject       =      Number of Common Shares held by such Remaining     X     Total Number of
Founder's Shares               Founder on a Fully Converted Basis                       Subject
which a particular             immediately prior to the Mandatory Offer                 Founder's
Remaining Founder may          -----------------------------------------------          Shares
purchase                       Number of Common Shares held by all Remaining
                               Founders on a Fully Converted Basis immediately
                               prior to the Mandatory Offer
</TABLE>

            (2)   Acceptance Period - such Mandatory Offer shall remain open for
                  acceptance by each Remaining Founder until the end of a period
                  of 15 days following receipt of such Mandatory Offer by such
                  Remaining Founder (if a Remaining Founder does not accept such
                  Mandatory Offer before the expiration of such 15 day period,
                  then such Remaining Founder shall be deemed to have refused
                  the Mandatory Offer);

<PAGE>

                                      -26-

            (3)   Offer of any Remaining Securities - if such Mandatory Offer
                  has been accepted by one or more, but not all, of the
                  Remaining Founders at the expiration of such Mandatory Offer,
                  then the Secretary of the Corporation shall, on behalf of the
                  Departing Founder, immediately provide notice (the "Second
                  Mandatory Offer") to each of the Remaining Founder (the
                  "Second Mandatory Round Offerees") who accepted the Mandatory
                  Offer, stating that they may purchase a portion of the
                  unaccepted Subject Founder's Shares (the "Remaining Subject
                  Founder's Shares") on the following basis:

                  (A)   up to that number of the Remaining Subject Founder's
                        Shares mutually agreed upon by the Second Mandatory
                        Round Offerees or, failing such mutual agreement, as
                        determined by application of the following formula:

<TABLE>
<S>                      <C>                                                    <C>
Number of Remaining      =      Number of Common Shares held by such Second     X      Total Number of
Subject Founder's               Mandatory Round Offeree on a Fully Converted           Remaining Subject
shares which a                  Basis immediately prior to the Mandatory Offer         Founder's Shares
particular Second               ----------------------------------------------
Mandatory Round                 Number of Common Shares held by all Second
Offeree may purchase            Mandatory Round Offerees on a Fully Converted
                                Basis immediately prior to the Mandatory Offer

</TABLE>

                  (B)   the Second Mandatory Offer shall remain open for
                        acceptance by each Second Mandatory Round Offeree for a
                        period of 5 Business Days following receipt of the
                        Second Mandatory Offer by such Second Mandatory Round
                        Offeree (if a Second Mandatory Round Offeree does not
                        accept the Second Mandatory Offer within such 5 day
                        period, then such Second Mandatory Round Offeree shall
                        be deemed to have refused the Second Mandatory Offer);

                  (C)   if at the expiration of such 5 day period the Second
                        Mandatory Offer has not been accepted in full by all of
                        the Second Mandatory Round Offerees, then the procedure
                        described in this paragraph (C) (a "Subsequent Mandatory
                        Offer") shall be repeated with the next written offer
                        being made only to those of the Second Mandatory Round
                        Offerees who accepted the Second Mandatory Offer, with
                        the appropriate adjustments to the formula described in
                        clause (d)(iii)(A) above, as the case may be, and so on
                        and so forth until one or more of the Second Mandatory
                        Round Offerees has agreed to purchase the unaccepted
                        Remaining Subject Founder's Shares or until no Second
                        Mandatory Round Offeree wishes to purchase such
                        unaccepted Remaining Subject Founder's Shares;

      (e)   Closing - the closing of the purchase of the Subject Founder's
            Shares by the Remaining Founders shall take place at the principal
            office of the Corporation on the later of the following dates:

            (1)   the closing date specified in the Mandatory Offer, the Second
                  Mandatory Offer, or any Subsequent Mandatory Offer, as the
                  case may be; and

<PAGE>

                                      -27-

            (2)   the 5th Business Day following the acceptance of the Mandatory
                  Offer, the Second Mandatory Offer or any Subsequent Mandatory
                  Offer, as the case may be.

7.5   RIGHT OF FIRST OFFER OF FOUNDER SHARES IN FAVOUR OF SERIES A INVESTORS

      Notwithstanding Section 7.3 but subject to Section 7.4:

      (a)   For the purposes of this Section 7.5, each Series A Investor shall
            be deemed to be a Shareholder and to own a number of Series A
            Preferred Shares equal to the proportion of the Series A Preferred
            Shares held by Aspreva Funding that corresponds to such Series A
            Investor's proportionate equity ownership interest in Aspreva
            Funding.

      (b)   Make Offer - if a Founder (the "Founder Offeror") wishes to sell any
            of his Equity Securities (the "Founder's Saleable Securities"), then
            the Founder Offeror shall first offer (the "Founder's Offer") to the
            Series A Investors (the "Series A Offerees") by notice in writing
            the prior right to purchase, receive or acquire the Founder's
            Saleable Securities;

      (c)   Notice Contents - the Founder's Offer shall identify the number and
            kind of Founder's Saleable Securities, the price per share expressed
            in cash or cash equivalent the Founder Offeror is prepared to sell
            for, and whether or not the Founder Offeror has received a third
            party offer to purchase the Founder's Saleable Securities (in which
            case the third party offer shall be attached to the Founder's Offer
            and shall constitute the terms of the Founder's Offer);

      (d)   Series A Shareholders' First Right - the Founder's Offer shall make
            a written offer to each of the Series A Offerees on the following
            basis:

            (1)   Pro Rata Portions - the Founder's Offer shall state that each
                  of the Series A Offerees is entitled to purchase up to that
                  number of the Founder's Saleable Securities mutually agreed
                  upon by the Series A Offerees or, failing such mutual
                  agreement, as determined by application of the following
                  formula:

<TABLE>
<S>                      <C>                                                       <C>
Number of Founder's      =      Number of Common Shares held by such Series A      X      Total Number of
Saleable Securities             Offeree on a Fully Converted Basis                        Founder's
which a particular              immediately prior to the Founder's Offer                  Saleable
Series A Offeree may            ---------------------------------------------             Securities
purchase                        Number of Common Shares held by all Series A
                                Offerees on a Fully Converted Basis
                                immediately prior to the Founder's Offer
</TABLE>

            (2)   Acceptance Period - the Founder's Offer shall remain open for
                  acceptance by each Series A Offeree until the end of a period
                  of 15 days following receipt of the Founder's Offer by such
                  Series A Offeree. If a Series A Offeree does not accept the
                  Founder's Offer before the expiration of such 15 day period,
                  then such Series A Offeree shall be deemed to have refused the
                  Founder's Offer;

            (3)   Offer of any Remaining Securities - if the Founder's Offer has
                  been accepted by one or more, but not all, of the Series A
                  Offerees at the expiration of the Offer, then the Founder
                  Offeror shall be required to immediately make a written offer
                  (the "Founder's Second Offer") to each of the Series A
                  Offerees (the "Second Round Series A Offerees") who accepted
                  the Founder's Offer, to sell to each of the Second Round
                  Series A Offerees a portion of the unaccepted Founder's

<PAGE>

                                      -28-

                  Saleable Securities (the "Founder's Remaining Saleable
                  Securities") on the following basis:

                  (A)   the Founder's Second Offer shall state that each of the
                        Second Round Series A Offerees is entitled to purchase
                        up to that number of the Founder's Remaining Saleable
                        Securities mutually agreed upon by the Second Round
                        Series A Offerees or, failing such mutual agreement, as
                        determined by application of the following formula:

<TABLE>
<S>                      <C>                                                            <C>
Number of Founder's      =      Number of Common Shares held by such Second             X      Total Number of
Remaining Saleable              Round Series A Offeree on a Fully Converted                    Founder's
Securities which a              Basis immediately prior to the Founder's Second Offer          Remaining
particular Second               --------------------------------------------                   Saleable
Round Series A Offeree          Number of Common Shares held by all Second                     Securities
may purchase                    Round Series A Offerees on a Fully Converted
                                Basis immediately prior to the Founder's
                                Second Offer
</TABLE>

                  (B)   the Founder's Second Offer shall remain open for
                        acceptance by each Second Round Series A Offeree for a
                        period of 5 Business Days following receipt of the
                        Second Round Series A Offer by such Second Round Series
                        A Offeree. If a Second Round Series A Offeree does not
                        accept the Second Round Series A Offer within such 5 day
                        period, then such Second Round Series A Offeree shall be
                        deemed to have refused the Second Round Series A Offer;

            (4)   Offer of any Remaining Securities - if the Founder's Second
                  Offer has been accepted by one or more, but not all, of the
                  Second Round Series A Offerees at the expiration of the
                  Founder's Offer, then the Founder Offeror shall be required to
                  immediately make a written offer (the "Founder's Third Offer")
                  to each of the Second Round Series A Offerees who accepted the
                  Founder's Second Offer (the "Third Round Series A Offerees")
                  to sell to each of the Third Round Series A Offerees a portion
                  of the unaccepted Founder's Remaining Saleable Securities (the
                  "Founder's Last Remaining Saleable Securities") on the
                  following basis:

                  (A)   the Founder's Third Offer shall state that each of the
                        Third Round Series A Offerees is entitled to purchase up
                        to that number of the Founder's Last Remaining Saleable
                        Securities mutually agreed upon by the Third Round
                        Series A Offerees or, failing such mutual agreement, as
                        determined by application of the following formula:

<TABLE>
<S>                      <C>                                                            <C>
Number of Founder's      =      Number of Common Shares held by such Third              X      Total Number of
Last Remaining                  Round Series A Offeree on a Fully Converted                    Founder's Last
Saleable Securities             Basis immediately prior to the Founder's Third Offer           Remaining
which a particular              ----------------------------------------------------           Saleable
Third Round Series A            Number of Common Shares held by all Third                      Securities
Offeree may purchase            Round Series A Offerees on a Fully Converted
                                Basis immediately prior to the Founder's
                                Third Offer
</TABLE>

                  (B)   the Founder's Third Offer shall remain open for
                        acceptance by each Third Round Series A Offeree for a
                        period of 5 Business Days following

<PAGE>

                                      -29-

                        receipt of the Founder's Third Offer by such Third Round
                        Series A Offeree. If a Third Round Series A Offeree does
                        not accept the Third Offer within such 5 day period,
                        then such Third Round Series A Offeree shall be deemed
                        to have refused the Founder's Third Offer;

                  (C)   if at the expiration of such 5 day period the Founder's
                        Third Offer has not been accepted in full by all of the
                        Third Round Series A Offerees, then the procedure
                        described in this paragraph (C) (a "Founder's Subsequent
                        Offer") shall be repeated with the next written offer
                        being made only to those of the Third Round Series A
                        Offerees who accepted the Founder's Third Offer, with
                        the appropriate adjustments to the formula described in
                        clause 7.5(d)(4)(A) above, as the case may be, and so on
                        and so forth until one or more of the Third Round Series
                        A Offerees has agreed to purchase the unaccepted
                        Founder's Last Remaining Saleable Securities or until no
                        Third Round Series A Offeree wishes to purchase such
                        unaccepted Founder's Last Remaining Saleable Securities;

      (e)   Closing - the closing of the purchase of the Founder's Saleable
            Securities by and the Series A Offerees hereunder shall take place
            at the principal office of the Corporation on the later of the
            following dates:

            (1)   the closing date specified in the Founder's Offer, the
                  Founder's Second Offer, the Founder's Third Offer or any
                  Founder's Subsequent Offer, as the case may be; and

            (2)   the 5th Business Day following the acceptance of the Founder's
                  Offer, the Founder's Second Offer, the Founder's Third Offer
                  or any Founder's Subsequent Offer, as the case may be;

      (f)   Sale to Third Party - subject to Section 6.5, if any of the
            Founder's Last Remaining Saleable Securities still remain unaccepted
            after the expiration of the Founder's Second Offer, the Founder's
            Third Offer and (if applicable) any Founder's Subsequent Offers, the
            Founder Offeror may, for 90 days thereafter, offer the Founder's
            Last Remaining Saleable Securities offered but not subscribed for to
            a third party at a price and on terms and conditions no more
            favourable (from a purchaser's perspective) than the terms and
            conditions set forth in the Founder's Offer;

      (g)   Expiry of Third Party Sale Period - if the Founder Offeror has not
            completed the sale of all of the Founder's Saleable Securities to
            the third party in accordance with paragraph (e) above within 90
            days following the expiration of the latest of:

            (1)   the Founder's Offer, the Founder's Second Offer, the Founder's
                  Third Offer or the last of any Founder's Subsequent Offers, as
                  the case may be; and

            (2)   if applicable, completion of the last applicable step under
                  the Co-Sale Right under Section 7.6;

            then the right of the Founder Offeror under paragraph (f) above to
            sell the Founder's Saleable Securities to the third party shall
            terminate and the Founder Offeror shall be

<PAGE>

                                      -30-

            required to again comply with this Section before Transferring any
            of his Equity Securities to the third party or any other Person.

7.6   CO-SALE RIGHTS ON CHANGE OF CONTROL: SHAREHOLDER SALES

Without limiting the provisions of Sections 7.1, 7.3 and 7.5:

      (a)   For the purposes of this Section 7.6, each Series A Investor shall
            be deemed to be a Shareholder and to own a number of Series A
            Preferred Shares equal to the proportion of the Series A Preferred
            Shares held by Aspreva Funding that corresponds to such Series A
            Investor's proportionate equity ownership interest in Aspreva
            Funding.

      (b)   Change of Control Co-Sale Notice - If any Shareholder or
            Shareholders (the "Vending Shareholder") becomes entitled to
            transfer Equity Securities (the "Control Shares") to a person who is
            not a party to this Agreement (the "Third-Party Buyer" and, for
            greater clarity, a Third-Party Buyer shall not include Aspreva
            Funding) pursuant to Subsection 7.3(g) or 7.5(g) (or, in the case of
            a Series A Shareholder not being bound by Section 7.3 or 7.5, by
            virtue of Section 7.1) and the Third-Party Buyer, together with the
            Third-Party Buyer's Associates and Affiliates, is already entitled
            or would thereafter be entitled to exercise in excess of 50% of the
            votes at a general meeting of the shareholders of the Corporation
            (determined on a Fully Diluted Basis), the Vending Shareholder
            shall, at least 21 days prior to the date of the intended sale,
            deliver a written notice of the intended sale (the "Control Notice")
            to the other Shareholders, which Control Notice shall specify the
            terms of the intended sale, including, without limitation:

            (1)   Name. The name and address of the Third-Party Buyer;

            (2)   Number of Shares Held. The number and class of Equity
                  Securities owned by the Third-Party Buyer and the Third-Party
                  Buyer's Associates and Affiliates;

            (3)   Price. The purchase price and other terms and conditions for
                  the sale of the Control Shares;

            (4)   Date. The date on or about which the sale is intended to be
                  made;

            (5)   Number of Shares to be Sold. The number and class of Shares to
                  be sold; and

            (6)   Previous Details. Details of any previous transactions by
                  which the Vending Shareholder has sold any Equity Securities
                  since the date of this Agreement.

      (c)   Piggyback - Each of the Shareholders (other than the Vending
            Shareholder) shall have the right (the "Co-Sale Right"), within 21
            days from the date of receipt of the Control Notice to sell to the
            Third-Party Buyer all of their Equity Securities at a price per
            Equity Security equal to the Control Price (defined below) and
            otherwise on the same terms and conditions set forth in the Control
            Notice. If any Shareholder (the "Additional Vendor") so elects to
            sell its Equity Securities to the Third-Party Buyer, it shall so
            inform both the Third-Party Buyer and the Vending Shareholder in
            writing not more than 21 days after receipt of the Control Notice.
            The sale by all Additional Vendor(s) shall take place coincidentally
            with the sale of the Control Shares, and the Vending Shareholder
            shall not complete its sale unless all transactions between the
            Third-Party Buyer and any Additional Vendor(s) are similarly
            completed. If the Third-Party Buyer shall not purchase

<PAGE>

                                      -31-

            the Equity Securities of the Additional Vendor(s) on the sale date,
            the proposed sale by the Vending Shareholder as described in the
            Control Notice shall not be made. If the Vending Shareholder
            completes its sale to the Third-Party Buyer without the Third-Party
            Buyer also purchasing the Equity Securities of the Additional
            Vendor(s), contrary to the Vending Shareholder's obligations in the
            preceding sentence, the Additional Vendor(s) shall have the right to
            put (by notice in writing) their Equity Securities to the Vending
            Shareholder and the Vending Shareholder shall forthwith purchase
            such Equity Securities at the Control Price.

      (d)   Definition of Control Price - The price (the "Control Price") that
            the Third Party Buyer must pay to the Additional Vendors for their
            respective Equity Securities shall be further adjusted or derived in
            accordance with the following rules:

            (1)   the price per Share for a class of Shares shall be the greater
                  of:

                  (A)   the price payable per Share for that class of Shares, as
                        specified in the Control Notice; and

                  (B)   the average price per Share of that class paid any time
                        within the previous two (2) years by the Third-Party
                        Buyer or any of the Third-Party Buyer's Associates or
                        Affiliates to the Vending Shareholder;

            (2)   if the price specified in the Control Notice is for Common
                  Shares only, the price per Share for any Preferred Shares of
                  the Corporation in respect of which the Co-Sale Right is
                  exercised by an Additional Vendor shall be computed as if such
                  Preferred Shares were converted into Common Shares in
                  accordance with their terms;

            (3)   if the price specified in the Control Notice is for Preferred
                  Shares only, the price per Share for any Common Shares in
                  respect of which the Co-Sale Right is exercised by an
                  Additional Vendor shall be computed on the basis of a reverse
                  conversion of Common Shares to Preferred Shares;

            (4)   if the price specified in the Control Notice does not include
                  a price for a class of Equity Securities which entitle the
                  holder thereof to acquire Common Shares, such class of Equity
                  Securities shall be priced as if such securities were fully
                  exercised, converted or exchanged (as the case may) into
                  Common Shares (net of any amounts payable by the holder on
                  such exercise, conversion or exchange); and

            (5)   if the price specified in the Control Notice does not include
                  a price for a class of Equity Securities which entitle the
                  holder thereof to acquire Preferred Shares, such class of
                  Equity Securities shall be priced as if such securities were
                  fully exercised, converted or exchanged (as the case may) into
                  Preferred Shares (net of any amounts payable by the holder on
                  such exercise, conversion or exchange).

      (e)   Sale to Third-Party Buyer - Subject to Sections 6.5, and subject to
            compliance with Sections 7.6(b), (c) and (d) hereof (if applicable),
            the Vending Shareholder may sell the Shares offered for sale to the
            Third-Party Buyer at the price and on the terms specified in the
            Control Notice. If the Vending Shareholder has not sold the Control
            Shares offered for sale within 120 days after the mailing of the
            Control Notice to the Shareholders, the

<PAGE>

                                      -32-

            Vending Shareholder shall not sell the Control Shares offered for
            sale without again complying with the terms of Sections 7.6(b), (c)
            and (d).

7.7   CO-SALE RIGHTS ON CHANGE OF CONTROL: SHAREHOLDER PURCHASE

Without limiting the provisions of Sections 7.1, 7.3 and 7.5:

      (a)   For the purposes of this Section 7.7, each Series A Investor shall
            be deemed to be a Shareholder and to own a number of Series A
            Preferred Shares equal to the proportion of the Series A Preferred
            Shares held by Aspreva Funding that corresponds to such Series A
            Investor's proportionate equity ownership interest in Aspreva
            Funding.

      (b)   Change of Control Co-Sale Notice - If any Shareholder, other than
            Aspreva Funding, (the "Buyer") proposes to purchase Equity
            Securities (the "Control Shares") from a Person not a party to this
            Agreement (the "External Person") and the Buyer, together with the
            Buyer's Associates and Affiliates, is already entitled or would
            thereafter be entitled to exercise in excess of 50% of the votes at
            a general meeting of the shareholders of the Corporation (determined
            on a Fully Diluted Basis), the Buyer shall, at least 30 days prior
            to the date of the intended sale, deliver a written notice of the
            intended sale (the "Control Notice") to the other Shareholders,
            which Control Notice shall specify the terms of the intended sale,
            including, without limitation:

            (1)   Name. The name and address of the External Person;

            (2)   Number of Shares Held. The number and class of Equity
                  Securities owned by the Buyer and the Buyer's Associates and
                  Affiliates;

            (3)   Price. The purchase price and other terms and conditions for
                  the sale of the Control Shares;

            (4)   Date. The date on or about which the sale is intended to be
                  made;

            (5)   Number of Shares to be Sold. The number and class of Control
                  Shares to be sold; and

            (6)   Previous Details. Details of any previous transactions by
                  which the Buyer and its Associates and Affiliates purchased
                  Equity Securities since the date of this Agreement.

      (c)   Piggyback - Subject to Section 6.5, each of the Shareholders (other
            than the External Person) shall have the right (the "Co-Sale
            Right"), within 21 days from the date of receipt of the Control
            Notice, to sell to the Buyer all of their Equity Securities at a
            price per Equity Security equal to the Control Price (defined below)
            and otherwise on the same terms and conditions set forth in the
            Control Notice. If any Shareholder (the "Additional Vendor") so
            elects to sell its Equity Securities to the Buyer, it shall so
            inform both the Buyer and the External Person in writing not more
            than 21 days after receipt of the Control Notice. The sale by all
            Additional Vendor(s) shall take place coincidentally with the sale
            of the Control Shares, and the External Person shall not complete
            its sale unless all transactions between the Buyer and any
            Additional Vendor(s) are similarly completed. If the Buyer shall not
            purchase the Equity Securities of the Additional Vendor(s) on the
            sale date, the proposed sale by the External Person as described in
            the Control Notice

<PAGE>

                                      -33-

            shall not be made. If the External Person completes its sale to the
            Buyer without the Buyer also purchasing the Equity Securities of the
            Additional Vendor(s), contrary to the External Person's obligations
            in the preceding sentence, the Additional Vendor(s) shall have the
            right to put (by notice in writing) their Equity Securities to the
            Buyer and the Buyer shall forthwith purchase such Equity Securities
            at the Control Price.

      (d)   Definition of Control Price - The price (the "Control Price") that
            the Buyer must pay to the Additional Vendors for their respective
            Equity Securities shall be further adjusted or delivered in
            accordance with the following rules:

            (1)   the price per Share for a class of Shares shall be the greater
                  of:

                  (A)   the price payable per Share for that class of Shares, as
                        specified in the Control Notice; and

                  (B)   the average price per Share of that class paid any time
                        within the previous two (2) years by the Buyer or any of
                        the Buyer's Associates or Affiliates to the External
                        Person;

            (2)   if the price specified in the Control Notice is for Common
                  Shares only, the price per Share for any Preferred Shares of
                  the Corporation in respect of which the Co-Sale Right is
                  exercised by an Additional Vendor shall be computed as if such
                  Preferred Shares were converted into Common Shares in
                  accordance with their terms;

            (3)   if the price specified in the Control Notice is for Preferred
                  Shares only, the price per Share for any Common Shares in
                  respect of which the Co-Sale Right is exercised by an
                  Additional Vendor shall be computed on the basis of a reverse
                  conversion of Common Shares to Preferred Shares;

            (4)   if the price specified in the Control Notice does not include
                  a price for a class of Equity Securities which entitle the
                  holder thereof to acquire Common Shares, such class of Equity
                  Securities shall be priced as if such securities were fully
                  exercised, converted or exchanged (as the case may) into
                  Common Shares (net of any amounts payable by the holder on
                  such exercise, conversion or exchange); and

            (5)   if the price specified in the Control Notice does not include
                  a price for a class of Equity Securities which entitle the
                  holder thereof to acquire Preferred Shares, such class of
                  Equity Securities shall be priced as if such securities were
                  fully exercised, converted or exchanged (as the case may) into
                  Preferred Shares (net of any amounts payable by the holder on
                  such exercise, conversion or exchange). If the Buyer shall not
                  purchase an Additional Vendor's Equity Securities on a Fully
                  Diluted Basis from an Additional Vendor on the terms and
                  conditions provided for herein, then the Transfer of the
                  Equity Securities from the External Person to the Buyer shall
                  not be made. If the External Person completes the Transfer of
                  all or part of the Equity Securities to the Buyer in violation
                  of the foregoing, then the Additional Vendor shall have, in
                  addition to any other rights or remedies the Additional Vendor
                  may have at law or equity, the right to put (by notice in
                  writing) the Additional Vendor's Equity Securities to the
                  Buyer at the price(s) determined hereunder.

<PAGE>

                                      -34-

7.8   DRAG ALONG RIGHTS

Notwithstanding anything in this Section but subject to Sections 7.3, 7.5, 7.6
and 7.7, if:

      (a)   Shareholders (the "Selling Shareholders") have agreed to Transfer to
            a Person, or Persons acting in concert, (a "Purchaser"), Equity
            Securities representing more than 80% of the Common Shares of the
            Corporation (calculated on a Fully Converted Basis, provided that
            the term Fully Converted Basis for the purposes of this Subsection
            shall not include any Equity Securities which, if converted, would
            put the holder thereof in a worse economic position given the
            purchase prices payable by the Purchaser to the Selling
            Shareholders); and

      (b)   the Purchaser offers to each of the other Shareholders (the "Other
            Shareholders") to purchase the remaining Equity Securities of
            particular kinds or classes (the "Specified Securities") on
            equivalent terms and conditions, mutatis mutandis, as those agreed
            to by the Selling Shareholders, all of which terms and conditions
            are set out in writing and promptly delivered to the Other
            Shareholders (the "Drag Along Offer");

then the Other Shareholders shall be required to sell all of their Specified
Securities to the Purchaser in accordance with the terms and conditions of the
Drag Along Offer.

If any of the Other Shareholders (the "Delinquent Holders") fail to sell their
Specified Securities to the Purchaser in accordance with the terms and
conditions of the Drag Along Offer, the Purchaser shall have the right to
deposit the applicable purchase price for those Specified Securities of the
Delinquent Holders in a special account at any financial institution in Canada,
to be paid proportionately with interest, to the respective Delinquent Holders
upon presentation and surrender to such financial institution of the
certificates or documents representing such holders' Specified Securities duly
endorsed for transfer to the Purchaser. Upon such deposit being made, the
Specified Securities in respect of which the deposit was made shall hereby
automatically (without any further action of any kind on the part of the
Delinquent Holders or the Purchaser, as the case may be) be transferred to and
purchased by the Purchaser, and shall be transferred on the books of the
Corporation to the Purchaser, and the rights of the Delinquent Holders in
respect of those Specified Securities after such deposit shall hereby be limited
to receiving, with interest, their respective portion of the total amount so
deposited against presentation and surrender of the certificates or documents
representing their respective Specified Securities duly endorsed for transfer to
the Purchaser.

7.9   INVOLUNTARY TRANSFERS ON BANKRUPTCY

The following terms and conditions shall also apply to Transfers of Equity
Securities by Shareholders:

      (a)   Bankruptcy or Insolvency - In the event that any Shareholder (an
            "Insolvent Shareholder") makes an assignment for the benefit of
            creditors or is the subject of any proceedings under any bankruptcy
            or insolvency law and such assignment or proceedings have not been
            terminated or resolved and settled in favour of the Insolvent
            Shareholder without any adverse financial result to the Insolvent
            Shareholder within 60 days from the date of such event, the
            Corporation shall, upon written notice to the Insolvent Shareholder
            or his/her personal representative, have the right to purchase from
            such Insolvent Shareholder all of the Equity Securities owned by
            such Insolvent Shareholder at a price equal to the "fair market
            value" of such Equity Securities (as calculated in accordance with
            Section 7.9(b)). For the purposes of this Section 7.9, a
            determination by a majority of the Board that an Insolvent
            Shareholder has become insolvent or bankrupt

<PAGE>

                                      -35-

            shall be final and binding, subject to the right of arbitration set
            out in Section 11.11. The Corporation shall be entitled to assign to
            the other Shareholders its right to purchase the Equity Securities
            of the Insolvent Shareholder, in whole or in part, in which event
            the provisions of Section 7.3 and 7.5 shall apply to the extent
            applicable (except that the price shall be "fair market value" as
            referred to above). If the Corporation and/or the other Shareholders
            decide to purchase the Equity Securities, the price shall be paid in
            cash on the closing of the transaction and such transaction shall
            close within sixty (60) days from the date that the "fair market
            value" of such Equity Securities has been determined.

      (b)   Fair Market Value - For the purposes of this Section 7.9, "fair
            market value" of the Equity Securities means the en bloc fair market
            value of those Equity Securities being the highest price, expressed
            in money or money's worth, available in an open and unrestricted
            market between informed and willing parties acting at arm's length
            and under no compulsion to act, determined in accordance with
            generally accepted valuation practices. Such value shall be
            determined on a going concern basis, unless inappropriate in light
            of circumstances, and shall not take into account that the Equity
            Securities may represent a majority or minority interest in the
            Corporation. To determine fair market value, the Board shall
            determine, in good faith, the amount of the fair market value as of
            the end of the month in which the event referred to in Section
            7.9(a) has occurred or as of the end of the month in which the
            Corporation exercises its right to purchase under Section 7.9(a).
            If, within 30 days after the determination of the fair market value
            by the Board, any party disputes such value, then upon request by
            such party the fair market value shall be determined by the auditors
            of the Corporation, and the party disputing the Board's
            determination shall pay all costs of the determination of the
            auditors. The amount of the fair market value determined by the
            auditors shall be final and binding.

7.10  RECOGNITION OF TRANSFERS

The Corporation shall not recognize any Transfers of Equity Securities made in
violation of this Agreement.

7.11  ENDORSEMENT ON SHARE CERTIFICATES

Any and all certificates representing Shares now or hereafter owned by
Shareholders during the currency of this Agreement (whether such Shares are
issued initially or with respect to Transfer or otherwise) shall have endorsed
thereon in bold type the following legends:

      "This certificate is issued subject to and the securities represented
      hereby may not be sold, transferred, pledged, hypothecated or otherwise
      disposed of, except in compliance with the terms of the Shareholders'
      Agreement made as of March 5, 2004."

7.12  WAIVER OF RIGHTS

Notwithstanding any other provision of this Article 7, any Shareholder may waive
his rights with respect to any particular offer given under Article 7 by notice
in writing to the Corporation and the Offeror or Vending Shareholder, as the
case may be. For the purposes of this Section 7.12, each Series A Investor shall
be deemed to be a Shareholder and to own a number of Series A Preferred Shares
equal to the proportion of the Series A Preferred Shares held by Aspreva Funding
that corresponds to such Series A Investor's proportionate equity ownership
interest in Aspreva Funding.

<PAGE>

                                      -36-

7.13  TRANSFER OF AGREEMENT RIGHTS

The Transfer of Equity Securities by a Shareholder pursuant to the provisions of
Article 7 may include the transfer of such Shareholders' rights under this
Agreement.

7.14  NO PLEDGING OF SHARES

No Shareholder shall mortgage, pledge, charge, hypothecate or otherwise encumber
its Shares or any part thereof without the prior written consent thereto of the
other Shareholders, which consent may be arbitrarily withheld without giving any
reason therefor.

8.    AMENDMENT AND TERMINATION

8.1   AMENDMENTS

No term or provision hereof may be amended except by an instrument in writing
(the "Amending Instrument") duly signed by the Corporation and the Shareholders
owning not less than 75% of the Common Shares (on a Fully Converted Basis) that
are subject to this Agreement; provided however, that if the amendment affects
the rights, restrictions or obligations of the Shareholders only, the
Corporation need not execute the Amended Instrument. Notwithstanding the
foregoing sentence, an amendment of a term or provision hereof shall be binding
upon those Shareholders, if any, who did not execute the Amending Instrument
providing for such amendment only upon providing notice thereof to such
Shareholders. For the purposes of this Section 8.1, each Series A Investor shall
be deemed to be a Shareholder and to own a number of Series A Preferred Shares
equal to the proportion of the Series A Preferred Shares held by Aspreva Funding
that corresponds to such Series A Investor's proportionate equity ownership
interest in Aspreva Funding.

8.2   TERMINATION EVENTS

This Agreement shall terminate, except as provided in Section 8.3, if:

      (a)   the Corporation and Shareholders owning not less than 75% of the
            Common Shares (on a Fully Converted Basis) that are subject to this
            Agreement so agree (for the purposes of this paragraph (a), each
            Series A Investor shall be deemed to be a Shareholder and to own a
            number of Series A Preferred Shares equal to the proportion of the
            Series A Preferred Shares held by Aspreva Funding that corresponds
            to such Series A Investor's proportionate equity ownership interest
            in Aspreva Funding);

      (b)   the Corporation is dissolved, liquidated or formally wound-up;

      (c)   one Shareholder acquires all Shares;

      (d)   a duly approved Initial Public Offering is completed on a Senior
            Stock Exchange.

8.3   SURVIVING OBLIGATIONS

The termination of this Agreement shall not affect the right of any party to
whom money is owed hereunder at the time of termination to receive that money
according to the provisions hereof or affect any other rights or obligations
which arose hereunder in respect of matters occurring prior to such termination.

<PAGE>

                                      -37-

8.4   DETERMINATION

Subject to Section 8.3 and on-going obligations (if any) under Subsection
7.2(a)(ii), this Agreement shall terminate in respect of any party who ceases
for any reason to be a Shareholder, and the Agreement shall remain in full force
and effect with respect to the remaining Shareholders. For the purposes of this
Section 8.4, each Series A Investor shall be deemed to be a Shareholder and to
own a number of Series A Preferred Shares equal to the proportion of the Series
A Preferred Shares held by Aspreva Funding that corresponds to such Series A
Investor's proportionate equity ownership interest in Aspreva Funding.

9.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF SHAREHOLDERS

9.1   REPRESENTATIONS, WARRANTIES AND COVENANTS

Each Shareholder (except, with respect to paragraphs (b) and (d), for agreements
and arrangements previously disclosed to the Corporation by Aspreva Funding)
hereby, separately and severally and with respect to itself and its own Shares
only, represents and warrants to each other Shareholder and to the Corporation
that as of the date of this Agreement it:

      (a)   is acquiring and shall hold its Shares as sole principal and for
            investment purposes only, and not with a view to the distribution
            thereof and not in trust for or on behalf of any other person or
            persons;

      (b)   is neither a party to or bound by any other agreement regarding the
            ownership of its Shares;

      (c)   is not a party to, bound by or subject to any indenture, mortgage,
            lease, agreement, instrument, charter, Articles, by-laws or
            constating documents, order, judgment, decree, or, to the best
            knowledge of the Shareholder law, statute or regulation which would
            be violated, contravened, or breached by, or under which any default
            would occur as a result of, the execution and delivery by such
            Shareholder of this Agreement or the performance by such Shareholder
            of any of the terms hereof;

      (d)   has not created any mortgage, lien or encumbrance or security
            interest upon any of its Shares, and is not subject to or bound by
            any agreement under which any mortgage, encumbrance, lien or
            security interest may be created upon any of its Shares;

      (e)   if a corporation or a partnership, that it was duly incorporated,
            formed or created, as applicable and is validly existing under the
            laws of its jurisdiction of incorporation, formation or creation, as
            applicable, and that it has the corporate or legal power and
            capacity to own its assets and to enter into and perform its
            obligations pursuant to this Agreement;

      (f)   the TW Investor hereby represents and warrants (the "TW
            Representation") that none of its direct partners is a natural
            person that is a citizen or resident of the United States for United
            States federal income tax purposes, and pursuant to the provisions
            of the limited partnership agreement of the TW Investor, upon the
            liquidation of the TW Investor, its general partner is entitled to
            retain aggregate distributions with respect to its investment in the
            Corporation (in addition to any distributions received by the
            general partner in connection with its contribution to the TW
            Investor) not in excess of 20% of the excess of all distributions
            made by the TW Investor with respect to its investment in the

<PAGE>

                                      -38-

            Corporation over all contributions to the TW Investor with respect
            to its investment in the Corporation, plus (in certain
            circumstances) distributions approximately equal to $1.5 million.
            The TW Investor covenants and agrees that if at any time after the
            date hereof the TW Investor becomes aware of any fact, event,
            development, occurrence or circumstance that either individually or
            in the aggregate is reasonably likely to result in the TW
            Representation becoming untrue in any respect (as if the TW
            Representation were made as of such date), such TW Investor shall
            (i) give prompt written notice thereof to the Corporation and to
            Sprout Capital IX, L.P. and (ii) cooperate with the other US
            Investors and use all commercially reasonable efforts to prevent the
            ownership (including an indirect ownership and an ownership by
            attribution) of the Corporation (or any of its subsidiaries) by
            United States persons as defined in the United States Internal
            Revenue Code of 1986, as amended from exceeding 49% of the total
            outstanding Common Shares (assuming conversion of all outstanding
            Preferred Shares or other convertible securities) of the Corporation
            (or equivalent securities of any of its subsidiaries);

      (g)   the HBM Investor hereby represents and warrants (the "HBM
            Representation") that (i) it is 100% indirectly owned by HBM
            BioVentures Ltd., a Swiss corporation (the "Swiss Parent"), which is
            widely held, and (ii) if any shares of Swiss Parent are owned by an
            individual that is a citizen or resident of the United States for
            federal income tax purposes, such ownership, if any, shall not
            exceed 1% of the total outstanding shares of Swiss Parent. The HBM
            Investor covenants and agrees that if at any time after the date
            hereof the HBM Investor becomes aware of any fact, event,
            development, occurrence or circumstance that either individually or
            in the aggregate is reasonably likely to result in the HBM
            Representation becoming untrue in any respect (as if the HBM
            Representation were made as of such date), the HBM Investor shall
            (i) give prompt written notice thereof to the Corporation and to
            Sprout Capital IX, L.P. and (ii) cooperate with the other US
            Investors and use all commercially reasonable efforts to prevent the
            ownership (including an indirect ownership and an ownership by
            attribution) of the Corporation (or any of its subsidiaries) by
            United States persons as defined in the United States Internal
            Revenue Code of 1986, as amended from exceeding 49% of the total
            outstanding Common Shares (assuming conversion of all outstanding
            Preferred Shares or other convertible securities) of the Corporation
            (or equivalent securities of any of its subsidiaries).

10.   CONFIDENTIALITY

10.1  DEFINITION OF CONFIDENTIAL INFORMATION

For the purposes of this Agreement, "Confidential Information" means:

      (a)   all information, knowledge, or data pertaining to the business and
            affairs of the Corporation or of its Subsidiaries including, without
            limitation, financial information, marketing, manufacturing and
            commercial strategies, the terms and conditions of any contracts or
            agreements, (including this Agreement), actual or prospective
            business relationships to the extent not publicly disclosed;

      (b)   all information, knowledge or data of an intellectual, technical,
            scientific or industrial nature in which the Corporation or its
            Subsidiaries has a proprietary or ownership interest or has a legal
            duty to protect, including, without limitation, laboratory
            procedures and techniques, biochemical strategies and know-how,
            technical data, drawings, photographs, specifications, standards,
            manuals, reports, formulas, compilations, formulations,
            compositions, compounds, processes, information, lists, research
            data, trade secrets,

<PAGE>

                                      -39-

            biochemical and other scientific strategies and concepts,
            inventions, designs, know-how, methods and technical information,
            whether furnished or prepared before or after the date of this
            Agreement;

      (c)   all copies and tangible embodiments of the foregoing, in whatever
            form or medium; and

      (d)   that is commercially valuable and not generally known.

Notwithstanding the foregoing, Confidential Information shall not include the
U.S. tax treatment and the U.S. tax structure of the transaction contemplated by
this Agreement.

10.2  OBLIGATION OF CONFIDENTIALITY

No Shareholder shall disclose any Confidential Information to any Person who is
not a Shareholder at the time of disclosure at any time while it is a
Shareholder or at any time thereafter. The foregoing obligations of
confidentiality shall not apply to Confidential Information that:

      (a)   is in the public domain other than through a breach of this Section;

      (b)   is or was obtained from sources other than the Corporation or a
            Subsidiary without breach of any duty of confidentiality;

      (c)   is required to be disclosed pursuant to applicable laws, or
            policies. or regulations of any regulatory authority;

      (d)   is disclosed in any legal proceeding to which the Shareholder, the
            Shareholder's Director nominees and Observers, if any, is a party
            under this Agreement;

      (e)   is disclosed with the permission of the Corporation;

      (f)   is disclosed to the directors, officers, employees, managers,
            professional advisers and consultants of a Shareholder on a need to
            know basis; or

      (g)   is disclosed pursuant to Section 10.3.

10.3  PERMITTED DISCLOSURES FOR DIRECTORS AND OFFICERS

Notwithstanding Section 10.2, either a Director who is an Investor Nominee
pursuant to Section 3.1 or a Shareholder whose nominee is a Director or officer
of the Corporation or any Subsidiary may disclose to any Person who is not a
Shareholder at the time of disclosure such Confidential Information as is
consistent with the promotion or advancement of the Corporation or Subsidiary,
provided that such disclosure:

      (a)   is made on a strictly confidential basis; and

      (b)   is consistent with the fiduciary, statutory and contractual duties
            of the Director or the Shareholder in its capacity as a director or
            officer of the Corporation or the Subsidiary.

<PAGE>

                                      -40-

10.4  OBLIGATIONS SURVIVE

The obligations and rights of the Shareholders under this Article 10 shall
survive any termination of this Agreement and shall continue even after a
Shareholder shall have transferred or disposed of all of its Shares or shall
otherwise cease to be a Shareholder.

10.5  REMEDIES

In the event that any Shareholder uses, discloses, divulges or communicates to
any Person any Confidential Information in breach of this Article 10 or
otherwise breaches any provision of this Article 10, or if the Corporation has
reasonable grounds for believing a Shareholder may use, disclose, divulge or
communicate to any Person any Confidential Information in breach of this Article
10 or otherwise breach any provision of this Article 10, then the Corporation
shall be entitled, in addition to other remedies and damages available, to seek
an interlocutory and permanent injunction whereby the Shareholder shall be
ordered to respect and comply with the covenants and agreements contained in
this Agreement.

11.   TAX

(a)   No party hereto shall, and the Corporation shall not permit the
      shareholders of the Corporation to, without the prior written consent of
      either Sprout Capital IX, L.P. or InterWest Partners VIII, L.P. (each an
      "Appointed Investor"), directly or indirectly issue or transfer stock
      (including options, warrants or similar rights to acquire stock and
      convertible notes) in the Corporation (or any of its subsidiaries) to any
      investor (1) if such issuance or transfer would result in an increase in
      the ownership (including an indirect ownership and an ownership by
      attribution) of the Corporation (or any of its subsidiaries) by United
      States persons as defined in the United States Internal Revenue Code of
      1986, as amended (the "Code") so as to cause such ownership to exceed the
      greater of (i) 40% of the total outstanding Common Shares (assuming
      conversion of all outstanding Preferred Shares or other convertible
      securities) of the Corporation (or equivalent securities of any of its
      subsidiaries) and (ii) such percentage as exists on the date of such
      issuance or transfer, or (2) if, in the reasonable determination of
      counsel or accountants for an Appointed Investor, such issuance or
      transfer would cause the Corporation (or any of its subsidiaries) to be a
      "Controlled Foreign Corporation" or a "Foreign Personal Holding Company"
      (each as defined in the Code); provided, however, that the foregoing
      obligation shall not apply to the TW Investor if at any time after the
      date hereof there exists any fact, event, development, occurrence or
      circumstance that either individually or in the aggregate is reasonably
      likely to result in the TW Representation becoming untrue in any respect
      (as if the TW Representation were made as of such date), and the TW
      Investor complies with its obligations under Section 9.1(f) hereof;
      provided, further that the foregoing obligation shall not apply to the HBM
      Investor if at any time after the date hereof there exists any fact,
      event, development, occurrence or circumstance that either individually or
      in the aggregate is reasonably likely to result in the HBM Representation
      becoming untrue in any respect (as if the HBM Representation were made as
      of such date), and the HBM Investor complies with its obligations under
      Section 9.1(g) hereof. No later than two (2) months following the end of
      each Corporation taxable year, the Corporation shall provide the following
      information to the US Investors: (i) the Corporation's (and, if different,
      its subsidiaries') capitalization table as of the end of the last day of
      such taxable year and (ii) a report regarding the Corporation's (and, if
      different, its subsidiaries') status as a Controlled Foreign Corporation
      or a Foreign Personal Holding Company; provided, however that unless the
      Corporation receives any information from any US Investor regarding any
      change in its ownership in the Corporation or its own ownership structure,
      in preparing a report described in (ii), the Corporation shall assume that
      the US Investor's ownership in the Corporation is the same as the
      ownership as of the date of the Closing. In addition, the Corporation
      shall provide the US

<PAGE>

                                      -41-

            Investors with access to such other information as may be reasonably
            required by such US Investors to determine the Corporation's (and
            its subsidiary's) status as a Controlled Foreign Corporation or a
            Foreign Personal Holding Company to determine whether each such US
            Investor is required to report its pro rata portion of the
            Corporation's (or its subsidiaries') "Subpart F income" (as defined
            in Section 952 of the Code) on its United States federal income tax
            return, and to allow such US Investors to otherwise comply with
            applicable Untied States federal income tax laws.

      (b)   In the event that counsel or accountants for an Appointed Investor
            reasonably determines that there is a significant risk either that
            the Corporation (or any of its subsidiaries) is a Controlled Foreign
            Corporation or that the Corporation has met or shall meet the stock
            ownership requirement under Section 552(a)(2) (the "Foreign Personal
            Holding Company Ownership Test") (or any successor thereto) at any
            time, the Corporation shall (and shall cause such subsidiary to) use
            all commercially reasonable efforts to avoid generating (i) for any
            taxable year in which the Corporation (or such subsidiary) is a
            Controlled Foreign Corporation (or in which there is such risk),
            Subpart F income, and (ii) for any taxable year in which the
            Corporation (or such subsidiary) has met (or shall meet) the Foreign
            Personal Holding Company Ownership Test (or in which there is such
            risk), "Foreign Personal Holding Company Income," as such term is
            defined in Section 553 of the Code. Without limiting the generality
            of the foregoing, unless and until counsel or accountants for an
            Appointed Investor reasonably determines that there is no risk that
            the Corporation (or any of its subsidiaries) would meet the Foreign
            Personal Holding Company Ownership Test, the Corporation shall not
            (and shall cause its subsidiaries not to) enter into a transaction
            or take an action or inaction (including, without limitation,
            dividend distributions and making or maintaining inter-company
            loans) that may cause the Corporation or any of its subsidiaries to
            earn any Foreign Personal Holding Company Income (including
            dividends, interest, rents and royalties), unless there is no risk
            that such income would, directly or indirectly, cause the
            Corporation or the subsidiary, as the case may be, to meet the gross
            income requirement under Section 522(a)(1) of the Code. In the event
            that the Corporation (or any of its subsidiaries) is reasonably
            determined by counsel or accountants for an Appointed Investor to be
            either a Controlled Foreign Corporation or a Foreign Personal
            Holding Company (or any successor thereto) with respect to the
            securities held by any US Investor, the Corporation agrees, to the
            extent permitted by law, to annually make dividend distributions to
            each US Investor (including to any intermediary entity through which
            any US Investor holds securities in the Corporation) in an amount
            equal to 50% of any income deemed distributed to such US Investor
            pursuant to the foregoing provisions, unless such distributions are
            explicitly waived by US Investors holding, directly or indirectly, a
            majority of the outstanding Common Shares (assuming conversion of
            all outstanding Preferred Shares or other convertible securities)
            then held by all US Investors.

      (c)   The Corporation shall (and shall cause each of its subsidiaries to)
            use all commercially reasonable efforts to avoid being a "Passive
            Foreign Investment Company" within the meaning of Section 1297 of
            the Code (or any successor thereto). No later than two (2) months
            following the end of each Corporation taxable year, the Corporation
            shall provide a report regarding the Corporation's (and, each of its
            subsidiaries') status as a Passive Foreign Investment Company. If a
            "Qualified Electing Fund" election is made by any US Investor
            pursuant to Section 1295 of the Code (or any successor thereto) with
            respect to the Corporation or any of its subsidiaries, the
            Corporation shall provide annual financial information to the US
            Investor in the form attached hereto as Schedule E and shall provide
            the US Investor with reasonable access to such other information as
            may be reasonably required for purposes of filing U.S. federal
            income tax returns in connection with such Qualified Electing Fund
            election. In the event that a US Investor that has made a Qualified
            Electing Fund election must include in its gross income for a
            particular taxable year its pro rata share of the Corporation's (or
            any of its subsidiaries') earnings and profits pursuant to Section

<PAGE>

                                      -42-

            1293 of the Code (or any successor thereto), the Corporation agrees
            to make a dividend distribution to such US Investor (no later than
            90 days following the end of the Investor's taxable year) in an
            amount equal to 50% of the amount so included by the US Investor,
            unless such distribution is explicitly waived by such US Investor.

      (d)   Without limiting any of the foregoing, during the taxable year
            ending on December 31, 2004, the Corporation shall (and shall cause
            each of its subsidiaries to) use all commercially reasonable efforts
            to manage its operations and activities (including inter-company
            distributions and payments) so as not to create any net positive
            earnings and profits (computed for purposes of Section 1293 of the
            Code assuming for this purpose a Qualified Electing Fund election is
            made) or any net positive "undistributed foreign personal holding
            company income" (as defined in Section 556 of the Code, assuming for
            this purpose the Corporation is a Foreign Personal Holding Company).

12.   GENERAL PROVISIONS

12.1  NO PARTNERSHIP

Nothing in this Agreement or in the relationship of the parties hereto shall be
construed as in any sense creating a partnership among or between the parties or
as giving to any party any of the rights or subjecting any party to any of the
creditors of the other party.

12.2  TIME OF THE ESSENCE

Time shall be of the essence of this Agreement.

12.3  FURTHER ACTS

Each of the parties to this Agreement shall at the request of any other party,
and at the expense of the Corporation, execute and deliver any further documents
and do all acts and things as that party may reasonably require in order to
carry out the true intent and meaning of this Agreement.

12.4  PARTIES OF INTEREST

This Agreement and the rights of such party hereunder shall enure to the benefit
of and be binding upon the parties hereto, their permitted assigns and their
personal representatives, administrators, heirs and successors.

12.5  SHARE REORGANIZATIONS

The provisions of this Agreement relating to Shares shall also apply, with the
necessary changes, to the following:

      (a)   any Shares or securities into which such Shares may be converted,
            changed, reclassified, redivided, redesignated, redeemed, subdivided
            or consolidated;

      (b)   any Shares or securities that are received by the shareholders of
            the Corporation as a stock dividend or distribution payable in
            Shares or securities of the Corporation; and

      (c)   any Shares or securities of the Corporation or of any successor or
            continuing corporation to the Corporation that may be received by
            the shareholders of the Corporation on a reorganization,
            amalgamation, consolidation or merger or otherwise.

<PAGE>

                                      -43-

12.6  GOVERNING LAW

This Agreement shall be exclusively construed and governed by the laws in force
in British Columbia without regard to its conflicts of laws principles and the
laws of Canada applicable thereto and the courts of British Columbia (and the
Supreme Court of Canada, if necessary) shall have exclusive jurisdiction to hear
and determine all disputes arising hereunder. Each of the parties hereto
irrevocably attorns to the jurisdiction of said courts and consents to the
commencement of proceedings in such courts. This paragraph shall not be
construed to affect the rights of a party to enforce a judgment or award outside
said province, including the right to record and enforce a judgment or award in
any other jurisdiction.

12.7  ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties to this
Agreement with respect to the subject matter hereof and supersedes all prior
negotiations, proposals and agreements, whether oral or written, with respect to
the subject matter of this Agreement. The parties hereto hereby terminate all
other shareholders' agreements between or among them which govern the voting,
holding or sale of Shares of the Corporation or the management of the affairs of
the Corporation.

12.8  NOTICES

All notices, demands and payments required or permitted under this Agreement
must be in writing and may be delivered in person or by courier or by facsimile
transmission to Shareholders at the addresses as first written above or on the
other document by which a Person became party hereto, to Series A Investors at
the addresses set forth on Schedule C, and if:

      (a)   to the Corporation, with a copy to:

            Farris, Vaughan, Wills & Murphy
            2600 - 700 West Georgia Street
            Vancouver, British Columbia, V7Y 1B3

            Fax: (604) 661-9349

            Attention: R. Hector MacKay-Dunn, Q.C.

      (b)   to the Sprout Investors, with a copy to each of:

            Latham & Watkins LLP
            135 Commonwealth Drive
            Menlo Park, California, 94025

            Fax: (605) 463-2600

            Attention: Michael W. Hall
                       Nicholas S. O'Keefe

<PAGE>

                                      -44-

            Bull, Housser & Tupper
            3000 - 1055 West Georgia Street
            PO Box 11130
            Vancouver, British Columbia, V6E 3R3

            Fax: (604) 641-4949

            Attention: Grant K. Weaver

or such other addresses as may from time to time be notified in writing by the
parties. Any such notice shall be considered to have been given when personally
delivered or upon receipt of acknowledgement of receipt if sent by courier, fax
or other recorded communication.

12.9  WAIVER

Failure by any party hereto to insist in any one or more instances upon the
strict performance of any one of the covenants contained herein shall not be
construed as a waiver or relinquishment of such covenant. No waiver by any party
hereto of any such covenant shall be deemed to have been made unless expressed
in writing and signed by the waiving party.

12.10 SEVERABILITY

The unlawfulness or invalidity or unenforceability of any provision in this
Agreement or of any covenant herein contained on the part of any party shall not
affect the validity or enforceability of any other provision or covenant hereof
or herein contained and the parties hereby undertake to renegotiate in good
faith, with a view to concluding arrangements as nearly as possible the same as
those herein contained.

12.11 ARBITRATION

In the event of a dispute hereunder which does not involve a party seeking a
court injunction, that dispute shall promptly be referred to a single arbitrator
under the provisions of the Commercial Arbitration Act (British Columbia) for
decision within 45 days of such referral and the decision of the arbitrator
shall be final and binding upon the parties hereto.

12.12 SUCCESSORS AND ASSIGNS

Except as provided in Section 7.2 and except for the Series A Shareholders and
Series A Investors who shall not be so restricted, no party shall be entitled to
assign his, her or its rights under this agreement to any Person without the
prior written approval of the other parties, provided that such consent shall
not be unreasonably with held. This Agreement shall be binding upon the
successors and permitted assigns of the parties.

12.13 INDEPENDENT LEGAL ADVICE

Each of the parties to this Agreement acknowledges and agrees that Bull, Housser
& Tupper has acted as counsel only to the Sprout Investors and that Farris,
Vaughn, Wills & Murphy has acted as counsel only to the Corporation and that
neither Bull, Housser & Tupper nor Farris, Vaughn, Shall & Murphy are protecting
the rights or interests of any other party to this Agreement. The other parties
to this Agreement acknowledge and agree that each of the Corporation, the Sprout
Investors, Bull, Housser & Tupper and Farris, Vaughn, Wills & Murphy has given
them the opportunity to seek, and have recommended that such parties obtain,
independent legal advice with respect to the subject matter of this Agreement
and,

<PAGE>

                                      -45-

further, each of the other parties hereby represents and warrants to the
Corporation, Bull, Housser & Tupper and Farris, Vaughn, Wills & Murphy that such
other party has sought independent legal advice or waives such advice.

12.14 COUNTERPARTS

This Agreement may be executed in several counterparts (including by facsimile),
each of which when so executed shall be deemed to be an original and shall have
the same force and effect as an original but such counterparts together shall
constitute but one and the same instrument.

12.15 AMENDING AND RESTATING OF ORIGINAL SHAREHOLDERS' AGREEMENT

The parties hereby amend and restate the Original Shareholders' Agreement in its
entirety.

12.16 ASPREVA CERTIFICATE

For purposes of this Agreement, including without limitation Sections 6 and 11
and subsections 3.4, 7.3, 7.4, 7.5, 7.6, 7.7, 7.12, 8.1, 8.2(a) and 8.4, the
Corporation shall be entitled to rely upon the information set out in Schedule C
hereto setting forth the name and address of each Series A Investor and each
such Series A Investor's proportionate equity ownership interest in Aspreva
Funding. Aspreva Funding agrees to provide to the Corporation a certificate
signed by an officer or director of Aspreva Funding promptly following any
change to the information set out in Schedule C or upon the reasonable request
of the Corporation.

12.17 EXPENSES

The Corporation shall pay to Aspreva Funding a maximum of US$15,000 per year on
account of the expenses incurred by each of Aspreva Funding and Aspreva Holdings
to maintain their respective Barbados organizational structures (including
without limitation expenses associated with corporate filings, payment to
directors, the preparation of financial statements and the preparation and
filing of tax returns), until the earlier of (i) five years from the date hereof
and (ii) the occurrence of an Initial Public Offering. Aspreva shall pay such
amount within 15 days after request by Aspreva Funding, which request shall
contain reasonably satisfactory evidence of such expenses. Each of the Series A
Investors shall, promptly on request, pay any amounts owing for the foregoing in
excess of such US$15,000 in proportion to their respective equity ownership
interests in Aspreva Holdings.

<PAGE>

                                      -46-

12.18 MARKET STANDOFF AGREEMENT

Each Shareholder holding, directly or indirectly, in excess of 2% of the Common
Shares on a Fully Converted Basis acknowledge and agree to be bound by Section
1.13 of the Registration Rights Agreement dated the date hereof among the
Corporation and each of the Series A Investors.

IN WITNESS WHEREOF the parties have caused this Amended and Restated
Shareholders' Agreement to be executed on the day, month and year first above
written.

ASPREVA PHARMACEUTICALS CORPORATION

By: /s/ RICHARD M. GLICKMAN
    -----------------------------------------------------
    Name: Richard M. Glickman
    Title: Chief Executive Officer

/s/ RICHARD M. GLICKMAN
---------------------------------------------------------
RICHARD M. GLICKMAN

GLICKMAN FAMILY TRUST

By: /s/ T.M. GLICKMAN
    -----------------------------------------------------
    Name: T.M. Glickman
    Title: Trustee

/s/ MICHELLE L. SMITH
---------------------------------------------------------
MICHELLE L. SMITH

/s/ NOEL HALL
---------------------------------------------------------
NOEL HALL

/s/ SANDRA MACPHERSON
---------------------------------------------------------
SANDRA MACPHERSON

HALL MACPHERSON FAMILY TRUST

By: /s/ NOEL HALL
    -----------------------------------------------------
    Name: Noel Hall
    Title: Trustee

/s/ MICHAEL HAYDEN
---------------------------------------------------------
MICHAEL HAYDEN

<PAGE>

                                      -47-

/s/ S. HAYDEN
---------------------------------------------------------
SANDY HAYDEN

HAYDEN FAMILY TRUST

By: /s/ S. HAYDEN
    -----------------------------------------------------
    Name: Sandy Hayden
    Title: Trustee

GENWORKS INC.

By: /s/ MICHAEL HAYDEN
    -----------------------------------------------------
    Name: Michael Hayden
    Title:

/s/ ERICH MOHR
---------------------------------------------------------
ERICH MOHR

GUNDYCO
In Trust For Shelley Mohr

By: /s/ RANDY CLOWES
    -----------------------------------------------------
    Name: Randy Clowes
    Title: Associate Portfolio Manager/Investment Advisor

/s/ CHRIS WAGNER
---------------------------------------------------------
CHRIS WAGNER

/s/ KATHLEEN HILDEBRAND
---------------------------------------------------------
KATHLEEN HILDEBRAND

/s/ TOBIAS GLICKMAN
---------------------------------------------------------
TOBIAS GLICKMAN

UNIVERSITY TECHNOLOGIES 1 (VCC) LTD.

By: /s/ M. SANDS
    -----------------------------------------------------
    Name: Melissa Sands
    Title: Director

<PAGE>

                                      -48-

NEO VENTURES INC.

By: /s/ PETER G. BERRANG
    -----------------------------------------------------
    Name: Peter G. Berrang
    Title: Director

QWEST EMERGING BIOTECH (VCC) LTD.

By: /s/ JIM HEPPELL
    -----------------------------------------------------
    Name: Jim Heppell
    Title: President & Chief Executive Officer

QUIMBY INVESTMENTS (VCC) LTD.

By: /s/ PAUL GEYER
    -----------------------------------------------------
    Name: Paul Geyer
    Title: President, Director

ASPREVA INVESTORS FUNDING SRL

By: /s/ RONALD M. HUNT
    -----------------------------------------------------
Name: Ronald M. Hunt, its President

SPROUT ENTREPRENEURS FUND, L.P.
BY DLJ CAPITAL CORPORATION, ITS GENERAL PARTNER

By: /s/ RONALD M. HUNT
    -----------------------------------------------------
Name: Ronald M. Hunt, its Director

SPROUT CAPITAL IX, L.P.
BY DLJ CAPITAL CORPORATION, ITS GENERAL PARTNER

By: /s/ RONALD M. HUNT
    -----------------------------------------------------
Name: Ronald M. Hunt, its Director

/s/ JAMES NIEDEL
---------------------------------------------------------
JAMES NIEDEL

/s/ ANDREW FIRLIK
---------------------------------------------------------
ANDREW FIRLIK

<PAGE>

                                      -49-

INTERWEST INVESTORS VIII, L.P.
BY INTERWEST MANAGEMENT PARTNERS VIII, LLC, ITS GENERAL PARTNER

By: /s/ ARNOLD L. ORONSKY
    --------------------------------------------
Name: Arnold L. Oronsky
Title: Managing Director

INTERWEST INVESTORS Q VIII, L.P.
BY INTERWEST MANAGEMENT PARTNERS VIII, LLC, ITS GENERAL PARTNER

By: /s/ ARNOLD L. ORONSKY
    --------------------------------------------
Name: Arnold L. Oronsky
Title: Managing Director

INTERWEST PARTNERS VIII, L.P.
BY INTERWEST MANAGEMENT PARTNERS VIII, LLC, ITS GENERAL PARTNER

By: /s/ ARNOLD L. ORONSKY
    --------------------------------------------
Name: Arnold L. Oronsky
Title: Managing Director

INTERWEST PARTNERS VII, L.P.
BY INTERWEST MANAGEMENT PARTNERS VII, LLC, ITS GENERAL PARTNER

By: /s/ ARNOLD L. ORONSKY
    --------------------------------------------
Name: Arnold L. Oronsky
Title: Managing Director

INTERWEST INVESTORS VII, L.P.
BY INTERWEST MANAGEMENT PARTNERS VII, LLC, ITS GENERAL PARTNER

By: /s/ ARNOLD L. ORONSKY
    --------------------------------------------
Name: Arnold L. Oronsky
Title: Managing Director

THOMAS WEISEL HEALTHCARE VENTURE PARTNERS, L.P.

BY: THOMAS WEISEL HEALTHCARE VENTURE PARTNERS LLC
    ITS GENERAL PARTNER

BY: THOMAS WEISEL CAPITAL PARTNERS LLC
    ITS MANAGING MEMBER

By: /s/ RICHARD SPALDING
    --------------------------------------------
    Name: Richard Spalding
    Title: Partner

<PAGE>

                                      -50-

BIOTECHNOLOGY DEVELOPMENT FUND IV, L.P.

By: /s/ FRANK KUNG
    --------------------------------------------
Name: Frank Kung, Managing Member, BioAsia Investments IV, LLC
      General Partner of Biotechnology Development Fund IV, L.P.

BIOTECHNOLOGY DEVELOPMENT FUND IV AFFILIATES, L.P.

By: /s/ FRANK KUNG
    --------------------------------------------
Name: Frank Kung, Managing Member, BioAsia Investments IV, LLC
      General Partner of Biotechnology Development Fund IV Affiliates, L.P.

AXIOM VENTURE PARTNERS III, L.P.

By: /s/ ALAN MENDELSON
    --------------------------------------------
Name: Alan Mendelson, its General Partner

THE BOARD OF TRUSTEES OF THE
LELAND STANFORD JUNIOR UNIVERSITY

By: /s/ TYLER EDELSTEIN
    --------------------------------------------
Name: Tyler Edelstein, its Managing Director, Separate Investments

HBM BIOVENTURES (CAYMAN) LTD.

By: /s/ JOHN ARNOLD
    --------------------------------------------
Name: John Arnold
Title: Chairman & Managing Director

<PAGE>

                                   SCHEDULE A

                              LIST OF SHAREHOLDERS

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER                                             NUMBER AND DESIGNATION OF SHARES
-------------------------------                                             --------------------------------
<S>                                                                         <C>
Richard M. Glickman                                                                     96,117
                                                                                        70,589

Richard M. Glickman and Michelle L. Smith, jointly                                   1,526,216

Glickman Family Trust                                                                  300,000

Richard M. Glickman, Trustee for the 2002 Aspreva                                      320,000
Incentive Stock Purchase Plan Trust

Noel Hall                                                                               40,733

Noel Hall and Sandra MacPherson, jointly                                             1,822,333

Hall MacPherson Family Trust                                                           100,000

Michael Hayden                                                                         455,584
                                                                                        24,222

Sandy Hayden                                                                           455,583

Hayden Family Trust                                                                    455,583

Genworks Inc.                                                                          455,583

396314 BC Ltd.                                                                         150,000

401502 BC Ltd.                                                                         100,000

Carey Adirim                                                                            22,388

Maurice Bloch                                                                           52,238

BMO Nesbitt Burns ITF #805-99171                                                       100,000

Ian Booth                                                                               37,313

Building Biotech (VCC) Ltd.                                                             37,313

Wayne International Holding Ltd.                                                        40,000

Barry Glickman                                                                          45,000

Jeff Glickman                                                                           22,925

Tobias Glickman                                                                         50,000

Kathleen Hildebrand                                                                     37,314

Barry Lando                                                                             74,627

NBCN Cleaning Inc. ITF Edwin Levy,                                                      37,314
Account No. 3PD756E
</TABLE>

<PAGE>

                                      -2-

<TABLE>
<CAPTION>
NAME AND ADDRESS OF SHAREHOLDER                                             NUMBER AND DESIGNATION OF SHARES
-------------------------------                                             --------------------------------
<S>                                                                         <C>
Neo Ventures Inc.                                                                      150,000

Qsero Network Systems                                                                   74,700

Qwest Emerging Biotech (VCC) Fund Ltd.                                                 186,567

Quimby Investments (VCC) Ltd.                                                          150,000

Raymond James Ltd. in trust for A/C No. 102R4A2                                         45,000

Robert W. Rieder                                                                        14,925

Rix Venture Capital (VCC) Corp.                                                        149,254

Rufus Research Inc.                                                                     37,500

Ryco 2001 Family Trust                                                                  74,627

University Technologies 1 (VCC) Inc.                                                   186,567

Lee A. Weber                                                                            57,328

BJS Holdings Ltd.                                                                       37,314

Bosa Venture Capital Corp.                                                             186,567

Lorin Charlton                                                                          15,000

Gundyco in trust for Shelly Mohr                                                       250,000

Al Hakimzadeh                                                                           37,500

Peter Lando                                                                             25,000

Erich Mohr                                                                             500,000

Nina Vellani                                                                            15,000

Chris Wagner                                                                           150,000

Aspreva Investors Funding SRL                                                        8,755,483

HBM BioVentures (Cayman) Ltd.                                                        1,117,721
</TABLE>

<PAGE>

                                   SCHEDULE B

                           CONSENT AND ACKNOWLEDGEMENT

TO:   ASPREVA PHARMACEUTICALS CORPORATION (the "Corporation")

Consent to Act as a Director

I hereby certify that:

      (a)   I am not less than eighteen years of age;

      (b)   I am not of unsound mind and have not been so found by a court in
            Canada or elsewhere; and

      (c)   I do not have the status of a bankrupt.

I hereby:

1.    consent to my election or appointment from time to time as a director of
      the Corporation and consent to the holding of meetings of directors or any
      committees of directors of which I am a member by means of such telephone
      or other communications facilities as permit all persons participating in
      the meetings to hear each other;

2.    acknowledge and declare that I am a resident of Canada;

3.    undertake to advise the Corporation in writing of any change in my status
      as a resident of Canada;

Acknowledgement

Whereas:

A.    The Corporation has entered into to a Shareholders' Agreement as amended
      or replaced from time to time, (the "Shareholders' Agreement") dated as of
      -, 2004 among the Corporation, the Founders, the Series A Investors and
      certain other Shareholders of the Corporation;

B.    The Founders and the Series A Investors have invested in the Corporation
      on the basis that the business and affairs of the Corporation shall be
      conducted in accordance with the provisions of the Shareholders'
      Agreement;

C.    The Corporation, the Founders and the Series A Investors wish to ensure
      that all directors of the Corporation acknowledge the framework
      established by the Shareholders' Agreement for the conduct of the
      Corporation's business and affairs;

Therefore, I hereby acknowledge that I have read and am familiar with the terms
and conditions of the Shareholders' Agreement.

This consent and acknowledgement is effective until I resign in writing from the
Corporation or otherwise cease to be a director of the Corporation.

<PAGE>

                                      -2-

Signed, sealed and delivered by the undersigned on this _______ day of
__________, 200___.

__________________________________
PRINT NAME

Address:

<PAGE>

                                   SCHEDULE C

                               SERIES A INVESTORS

<TABLE>
<CAPTION>
                                                                      PROPORTIONATE EQUITY OWNERSHIP INTEREST
NAME AND ADDRESS OF SHAREHOLDER                                                 IN ASPREVA FUNDING
-------------------------------                                       ---------------------------------------
<S>                                                                   <C>
Sprout Entrepreneurs Funds, L.P.                                                    0.2%
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

Sprout Capital IX, L.P.                                                            48.7%
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

James Niedel                                                                        0.4%
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

Andrew Firlik                                                                       0.2%
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

InterWest Investors VIII, L.P.                                                      0.1%
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Investors Q VIII, L.P.                                                    0.2%
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Partners VIII, L.P.                                                       8.6%
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Partners VII, L.P.                                                       19.9%
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Investors VII, L.P.                                                       1.0%
</TABLE>

<PAGE>

                                      -2-

<TABLE>
<S>                                                                                <C>
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

HBM BioVentures (Cayman) Ltd.                                                         0%
Unit 10 Eucalyptus Building
Crewe Road
PO Box 30852 SMB
Grand Cayman, Cayman Islands

Thomas Weisel Healthcare Venture Partners, L.P.                                    10.6%
c/o Thomas Weisel Partners LLC
One Montgomery Street, Suite 3700
San Francisco, CA 94104

Biotechnology Development Fund IV, L.P.                                             5.9%
c/o BioAsia Investments
575 High Street, Suite 201
Palo Alto, CA 94301

Biotechnology Development Fund IV Affiliates, L.P.                                  0.1%
c/o BioAsia Investments
575 High Street, Suite 201
Palo Alto, CA 94301

Axiom Venture Partners III, L.P.                                                    4.0%
CityPlace II - 17th Floor
185 Asylum Street
Hartford, CT 06103

The Board of Trustees of the Leland Stanford Junior University                      0.1%
C/o Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025

TOTAL:                                                                              100%
</TABLE>

<PAGE>

                                   SCHEDULE D

Sprout Entrepreneurs Funds, L.P.
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

Sprout Capital IX, L.P.
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

James Niedel
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

Andrew Firlik
c/o Sprout Group
11 Madison Avenue, 26th Floor
New York, New York 10010

InterWest Investors VIII, L.P.
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Investors Q VIII, L.P.
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Partners VIII, L.P.
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Partners VII, L.P.
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

InterWest Investors VII, L.P.
c/o InterWest Partners
2710 Sand Hill Road, Second Floor
Menlo Park, CA 94025

<PAGE>

                                      -2-

Thomas Weisel Healthcare Venture Partners, L.P.
c/o Thomas Weisel Partners LLC
One Montgomery Street, Suite 3700
San Francisco, CA 94104

Biotechnology Development Fund IV, L.P.
c/o BioAsia Investments
575 High Street, Suite 201
Palo Alto, CA 94301

Biotechnology Development Fund IV Affiliates, L.P.
c/o BioAsia Investments
575 High Street, Suite 201
Palo Alto, CA 94301

Axiom Venture Partners III, L.P.
CityPlace II - 17th Floor
185 Asylum Street
Hartford, CT 06103

The Board of Trustees of the Leland Stanford Junior University
C/o Stanford Management Company
2770 Sand Hill Road
Menlo Park, CA 94025

<PAGE>

                                   SCHEDULE E

                                  PFIC EXHIBIT
                              ANNUAL QUESTIONNAIRE

(1)   This questionnaire applies to the taxable year of Aspreva Pharmaceuticals
      Corporation ("the Corporation") and its subsidiaries beginning on January
      1, 200__, and ending on December 31, 200__.

(2)   Please check here if 75% or more of the Corporation's gross income
      constitutes passive income. [   ].

      Please check here if 75% or more of any of the subsidiaries gross income
      constitutes passive income, and specify such subsidiary. [   ]

      Passive Income: For purposes of this test, passive income includes:

      -     Dividends, interests, royalties, rents and annuities, excluding,
            however, rents and royalties which are received from an unrelated
            party in connection with the active conduct of a trade or business.

      -     Net gains from the sale or exchange of property --

            -     which gives rise to dividends, interest, rents or annuities
                  (excluding, however, property used in the conduct of a banking
                  finance or similar business, or in the conduct of an insurance
                  business);

            -     which is an interest in a trust, partnership, or REMIC; or

            -     which does not five rise to income.

      -     Net gains from transactions in commodities.

      -     Net foreign currency gains.

      -     Any income equivalent to interest.

      Look-through rule: if the Corporation owns, directly or indirectly, 25% of
      the stock by value of another corporation, the Corporation must take into
      account its proportionate share of the income received by such other
      corporation. The revenue received pursuant to the CellCept Collaboration
      and Promotion Agreement, among Aspreva Pharmaceuticals GmbH, Hoffmann-La
      Roche Inc. and F. Hoffman-La Roche Ltd. is not deemed to constitute
      passive income.

(3)   Please check here if the average fair market value during the taxable year
      of passive assets held by the Corporation (or any of its subsidiaries)
      equals 50% or more of the average fair market value of all of the
      Corporation's assets. [   ]

      Note: This test is applied on a gross basis; no liabilities are taken into
      account.

      Passive Assets: For purposes of this test, "passive assets" are those
      assets which generate (or are reasonably expected to generate) passive
      income (as defined above). Assets which generate partly passive and partly
      non-passive income are considered passive assets to the extent of the
      relative proportion of passive income (compared to non-passive income)
      generated in a particular taxable year by such assets. Please note the
      following:

            -     A trade or service receivable is non-passive if it results
                  from sales or services provided in the ordinary course of
                  business.

<PAGE>

                                      -2-

            -     Intangible assets that produce identifiable items of income,
                  such as patents or licenses, are characterized in terms of the
                  type of income produced.

            -     Goodwill and going concern value must be identified to a
                  specific income producing activity and are characterized in
                  accordance with the nature of that activity.

            -     Cash and other assets easily convertible into cash are passive
                  assets, even when used as working capital.

            -     Stock and securities (including tax-exempt securities) are
                  passive assets, unless held by a dealer as inventory.

      Average Value: For purposes of this test, "average fair market value"
      equals the average quarterly fair market value of the assets for the
      relevant taxable year.

      Look-through rule: if the Corporation owns, directly or indirectly, 25% of
      the stock by value of another corporation, the Corporation must take into
      account its proportionate share of the passive assets of such other
      corporation.

(4)   If (2) or (3) above is checked, please provide the information in the
      following pages (titled "PFIC Annual Information").

<PAGE>

                                      -3-

                              PFIC ANNUAL STATEMENT

      Pursuant to the U.S. Treasury Regulations section 1.1295-1(g)(1), the
      Corporation provides the following information:

(i)   The first and the last days of the taxable year of the Corporation (or the
      relevant subsidiary) to which this statement applies:

(ii)  [Each US Investor] has the following pro-rata share of the ordinary
      earnings and net capital gain of the Corporation (or the relevant
      subsidiary, if any) as determined under U.S. income tax principles for the
      taxable year:

      Ordinary Earnings: ______________ (as determined under U.S. income tax
      principles)

      Net Capital Gain: ______________ (as determined under U.S. income tax
      principles)

      Pro Rata Share: For purposes of the foregoing, the shareholder's pro rata
      share equals the amount that would have been distributed with respect to
      the shareholder's stock if, on each day during the taxable year of the
      Corporation (or the subsidiary), it had distributed to each shareholder
      its pro rata share of that day's ratable share (determined by allocating
      to each day of the year, an equal amount of its aggregate ordinary
      earnings and aggregate net capital gain for such year) of its ordinary
      earnings and net capital gain for such year. Determination of a
      shareholder's pro rata share will require reference to the corporate
      charter, certificate of incorporation, articles of association or other
      comparable governing document.

(iii) The amount of cash and fair market value of other property distributed or
      deemed distributed by the Corporation to [US Investor] during the taxable
      year specified in paragraph 1, is as follows:

                   Cash:

                   Fair Market Value of Property:

(iv)  The Corporation will permit (and will cause its subsidiaries to permit)
      [US Investor] to inspect and copy the Corporation's (and the
      subsidiaries') permanent books of account, records, and such other
      documents as may be maintained by the Corporation (and the subsidiaries)
      that are necessary to establish that PFIC ordinary earnings and net
      capital gain, as provided in Section 1293(e) of the U.S. Internal Revenue
      Code of 1986, as amended (or any successor provision thereto), are
      computed in accordance with U.S. income tax principles, and to verify
      these amounts and the investor's pro rata share thereof.

      To the best of the Corporation's knowledge, the foregoing representations
are true and accurate as of the date hereof. If the Corporation becomes aware of
any such representation that ceases to be true and accurate, the Corporation
shall give immediate notice of such fact to [US Investor].

                                      Aspreva Pharmaceuticals Corporation

                                      By: _______________________________

                                      Name: _____________________________

                                      Title: ____________________________

                                      Date: _____________________________