ex1035.htm


    Exhibit
      10.35

     

     

    


    EMPLOYMENT
      AGREEMENT

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

    1203-
      4464 Markham Street Victoria, BC. V8Z 7X8

     

    


     

    PRIVATE
      AND CONFIDENTIAL

     

    July
      10, 2007

    
       

      Dr. J. William Freytag, Ph.D.
1203-4464 Markham
      Street

    Victoria,
      British Columbia

    Canada
      V8Z 7X8

    


    Dear
      Bill,

     

    
      	
              Re:

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

            


    

     

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

     

    
      	
              1.

            	
              Position
                and Duties.

            


    

     

    You
      will be employed by and will serve the Corporation as its Chairman and Chief
      Executive Officer.  You will report directly
      to the Board of Directors and perform such duties as it may reasonably assign
      to
      you, including those duties particularly described in Schedule
      A attached hereto.

     

    
      	
              2.

            	
              Term.

            


    

     

    Your
      employment will commence no later than July 10, 2007 (the “Effective Date”) and
      will continue until terminated pursuant to the terms of this
      Agreement.

     

    
      	
              3.

            	
              Base
                Salary.

            


    

     

    The
      Corporation shall pay you a starting base salary of $625,000 USD per year (the
      “Base Salary”), subject to the withholding of all applicable statutory
      deductions. Your Base Salary will be paid in Canadian dollars using the closing
      Bank of Canada exchange rate in effect on January 2nd of the calendar year
      in
      which the Base Salary is being paid; provided, however, that the closing Bank
      of
      Canada exchange rate in effect on July 2, 2007 will be used for the payment
      of
      your Base Salary in 2007. All other dollar figures set out in this Agreement
      refer to Canadian dollars unless otherwise stated.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
    

    


    
      	
              4.

            	
              Annual
                Review.

            


    

     

    The
      Compensation Committee shall review your Base Salary annually as part of its
      standard review for senior executives of the Corporation.  This review
      shall not result in a decrease of your Base Salary nor shall it necessarily
      result in an increase in your Base Salary and any increase shall be in the
      discretion of the Board.

     

    
      	
              5.

            	
              Performance
                Bonus.

            


    

     

    You
      will participate in the Corporation’s bonus plan. Your target annual bonus will
      be equal to 100% of your Base Salary and your maximum possible bonus will be
      125% of your Base Salary, subject to the withholding of all applicable statutory
      deductions. The annual bonus will be determined by the Compensation Committee
      and will be based on performance against a set of objectives set out in advance
      by the Compensation Committee and approved by the Board of Directors. The
      objectives will be related to both the performance of the Corporation and your
      personal performance.

     

    Your
      bonus for 2007 will be equal to 100% of your Base Salary and will be pro-rated
      to take into account that you are only working part of the calendar 2007
      year.  Such bonus shall be paid by the Corporation prior to March 15,
      2008.

     

    
      	
              6.

            	
              Benefits

            


    

     

    The
      Corporation will arrange for you to have health, medical, dental, and such
      other
      benefits as are made available by the Corporation to its employees in Canada
      from time to time.  In addition, after July 1, 2008, the Corporation
      will arrange for you and your wife to have health, medical, dental and other
      benefits in the United States that are substantially similar to those provided
      to you in Canada.  Participation in the Corporation’s benefit programs
      may require payroll deductions and/or direct contributions by you, as it does
      for other senior executives.    The Corporation will
      reimburse you for income taxes that you may be required to pay relating to
      the
      cost of the benefits described above to the extent that such benefits are
      considered a taxable benefit.

     

    
      	
              7.

            	
              Reimbursement
                of Expenses

            


    

     

    The
      Corporation shall reimburse you for reasonable travelling and other expenses
      (including business class airfare or first class airfare if business class
      is
      unavailable) actually and properly incurred by you in connection with the
      performance of your duties. These shall be in accordance with customary Human
      Resource practices and ultimately the Board’s discretion.

     

    
      	
              8.

            	
              Vacation

            


    

     

    During
      your employment with the Corporation under this Agreement, you will be entitled
      to an annual paid vacation of not less than five weeks per annum.  The
      five weeks includes three personal days and three days of family
      leave.

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              9.

            	
              Taxes

            


    

     

    You
      will be required to file tax returns in Canada and the US.  If, for
      any reason, you are subject to double taxation (with no relief under the
      provisions of the Income Tax Act, the Internal Revenue Code or
      the Canada-US Treaty), the Corporation will, for a period of three years
      following the Effective Date, reimburse you for such double
      taxation.  The Corporation will gross-up such payment to take into
      account that the payment will be considered a taxable benefit for income tax
      purposes.  For a period of three years following the Effective Date,
      the Corporation will provide, at no cost to you, the services of the
      International Executive Services group at KPMG (or a similarly qualified
      international accounting firm acceptable to you and the Corporation) in order
      to
      determine the extent of double taxation, if any.  KPMG (or a similarly
      qualified international accounting firm acceptable to you and the Corporation)
      will also be retained by the Corporation, at no cost to you, for preparation
      of
      your Canadian and US tax returns. In addition, the services of KPMG (or a
      similarly qualified international accounting firm acceptable to you and the
      Corporation) will be made available to you by the Corporation for tax advisory
      services related to your move to Canada.  The Corporation will
      reimburse you for income taxes that you may be required to pay relating to
      the
      cost of the services to be rendered by KPMG (or a similarly qualified
      international accounting firm acceptable to you and the Corporation) and
      described above to the extent that such services are considered a taxable
      benefit.

     

    
      	
              10.

            	
              Vehicle
                Allowance

            


    

     

    The
      Corporation will pay you a motor vehicle allowance of $750 per
      month.

     

    
      	
              11.

            	
              Stock
                Options

            


    

     

    You
      will be granted 700,000 stock options (the “Options”).  The grant date
      and strike price will be determined at the first meeting of the Compensation
      Committee following the Effective Date at which options may be
      granted.  One forty-eighth (1/48th) of these
      Options
      will vest at the end of each of the first 48 months of your employment. The
      Options will cease to vest on the following occurrences:

     

    
      	
               

            	
              (a)

            	
              the
                date of your last day of service with the Corporation pursuant to
                Section
                16 (Termination by Employee);

            


    

     

    
      	
               

            	
              (b)

            	
              the
                date of your last day of service with the Corporation pursuant to
                Sections
                17 and 18 (Termination without Cause or Termination for Good Reason);
                provided, however, that on such date 50% of any unvested Options
                shall
                immediately vest;

            


    

     

    
      	
               

            	
              (c)

            	
              the
                date the Corporation terminates your employment pursuant to Section
                19
                (Termination for Cause); or

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    The
      terms and conditions relating to the Options will be subject to the Option
      Agreement that is entered into concurrently with this Agreement, as well as
      the
      Aspreva 2002 Incentive Stock Option Plan. If there is any conflict between
      the
      terms of this Agreement and the Plan, the terms of the Plan will govern; except
      with respect to the Options vesting over the first 48 

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    months
      of your employment, as set out above. If there is any conflict between the
      terms
      of this Agreement and the Option Agreement, the terms of this Agreement will
      govern to the extent of the conflict.

     

    
      	
              12.

            	
              Location

            


    

     

    The
      Corporation recognizes that your current residence is in Boulder, Colorado
      and
      that you intend to spend up to one-third of your time working out of an office
      in Boulder. You agree to schedule work in Boulder when it is not inconvenient
      for the Corporation and does not interfere with the performance of your duties
      as Chairman and Chief Executive Officer.

     

    
      	
              13.

            	
              Relocation
                Allowance

            


    

     

    The
      Corporation will pay all reasonable expenses associated with your relocation
      to
      Victoria (the “Relocation Allowance”). The Relocation Allowance will include
      travel expenses between Boulder and Victoria, moving expenses for any physical
      goods or property, and any brokerage commissions or administrative fees
      associated with purchasing or renting a full-time residence in the greater
      Victoria area and the sale of your residence in Boulder, Colorado. It will
      also
      include the reasonable cost of renting a temporary residence in Victoria for
      a
      period of up to six months. Relocation expenses will be governed by the
      Corporation’s standard relocation policies and will be managed through the Human
      Resources Department.

     

    
      	
              14.

            	
              Immigration

            


    

     

    The
      Corporation will work with you to obtain all necessary work permits for you
      to
      become a full-time employee of the Corporation working in Victoria. Due to
      the
      uncertain nature of the timing required to obtain this documentation, it may
      be
      necessary to establish an interim solution which will allow you to start working
      before the necessary document is in place. The Corporation will lead the effort
      and bear all expenses related to any interim and/or final resolution of this
      issue.

     

    
      	
              15.

            	
              Service
                to Employer

            


    

     

    During
      your employment under this Agreement you will:

     

    
      	
               

            	
              (a)

            	
              well
                and faithfully serve the Corporation, at all times act in, and promote,
                the best interests of the
                Corporation;

            


    

     

    
      	
               

            	
              (b)

            	
              comply
                with all rules, regulations, policies and procedures of the Corporation,
                including the Corporation’s Code of Conduct Policy, Whistleblower Policy,
                Privacy Policy, IT Acceptable Use Policy, Corporate Disclosure Policy
                and
                Insider Trading Policy.

            


    

     

    
      	
               

            	
              (c)

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


            


    

    
       

      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                 

              	
                which
                  may include members of your family as shareholders, or those positions
                  listed in Schedule
                  D.

              


      

       

    

    
      	
              16.

            	
              Termination
                By Employee
                (Resignation)

            


    

     

    You
      may resign your employment with the Corporation by giving 3 months’ written
      notice of the effective date of your resignation.  The Corporation
      shall have the right to waive this notice period in whole or in part in which
      case your resignation will become effective on the date set by the
      Corporation.

     

    
      	
              17.

            	
              Termination
                by the Employee For Good Reason

            


    

     

    If
      you believe that you have Good Reason to terminate your employment with the
      Corporation, you shall first give the Corporation 30 days’ written notice of the
      circumstances that you believe constitute Good Reason within not more than
      90
      days after such circumstances first arise.  During the 30-day notice
      period, you agree to provide the Corporation with an opportunity to resolve
      your
      concerns and agree to work with the Corporation to that end.

     

    At
      the end of the 30-day notice period, you may terminate your employment with
      the
      Corporation by notice in writing to the Corporation.  If you have Good
      Reason to terminate your employment, your employment will be deemed to have
      been
      terminated by the Corporation without Cause within the meaning of Section 18
      of
      this Agreement, and you will be entitled to the rights and benefits set out
      therein.

     

    For
      the purposes of this Agreement, “Good Reason” shall mean one or more of the
      following events, without your consent:

     

    
      	
               

            	
              (a)

            	
              a
                material change in your status, position, authority or responsibilities
                that does not represent a promotion from or represents an adverse
                change
                from your status, position, authority or
                responsibilities;

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    


     

    


     

    
      	
              18.

            	
              Termination
                by the Corporation Without
                Cause

            


    

     

    If
      the Corporation terminates your employment as Chairman and Chief Executive
      Officer without Cause (as defined below), you will be entitled to a severance
      payment in an amount equal to 12 months of your then Base Salary, plus any
      guaranteed portion of any bonus, in lieu of notice. The severance payment will
      be paid in a single lump sum cash payment within 7 days after the effectivedate
      of your executed release of all claims against the Corporation, but in no case
      later than March 15 of the year following the year in which the termination
      occurs (if you have signed such a release). This payment will be in full and
      final satisfaction of any claims you may have against the Corporation other
      than
      claims for monies that are already due or accruing due for services rendered
      to
      the date of termination.

     

    Subject
      to the terms and conditions of the applicable plans, the Corporation will also
      maintain, at no cost to you, (or reimburse you for the cost of continuation
      of)
      your group benefit coverage for a period of 12 months following the termination
      of your employment, or until such earlier date as you arrange new employment
      with similar benefits. The Corporation will reimburse you for income taxes
      that
      you may be required to pay with respect to such continued group benefit coverage
      to the extent that such coverage is considered a taxable
      benefit.  Such reimbursement for taxes will be made in three lump sum
      payments as follows:  as to the taxes relating to up to the first 3
      months of continued health coverage, payment shall be made on the date that
      is
      two months after the termination date; as to the taxes relating to up to the
      next 4 months of continued health coverage, payment shall be made on the date
      that is 7 months after the termination date; and as to the taxes relating to
      up
      to the remaining 5 months of continued health coverage, payment shall be made
      on
      the date that is 11 months after the termination date.  

     

    It
      is intended that (1) each installment of the payments provided under this
      Section 18 is a separate “payment” for purposes of Section 409A of the United
      States Internal Revenue Code of 1986 (the “Code”), (2) that the payments
      satisfy, to the greatest extent possible, the exemptions from the application
      of
      Section 409A provided under of Treasury Regulation 1.409A-1(b)(4),
      1.409A-1(b)(9)(iii), and 1.409A-1(b)(9)(v).  Notwithstanding the
      foregoing, if the Corporation (or, if applicable, the successor entity thereto)
      determines that the payments provided under this Agreement constitute “deferred
      compensation” under Section 409A of the Code (together, with any international,
      state or local law of similar effect, “Section 409A”)
      and you are a “specified employee” of the Corporation or any successor entity
      thereto at the relevant date, as such term is defined in Section
      409A(a)(2)(B)(i) (a “Specified Employee”), then,
      solely to the extent necessary to avoid the incurrence of the adverse personal
      tax consequences under Section 409A, the timing of the payments shall be delayed
      as follows:  on the earliest to occur of (i) the date that is six
      months and one day after the termination date or (ii) the date of your death
      (such earliest date, the “Delayed Initial Payment
      Date”), the Corporation (or the successor entity thereto, as
      applicable) shall (A) pay you a lump sum amount equal to the sum of the payments
      that you would otherwise have received through the Delayed Initial Payment
      Date
      if the commencement of the payment of the payments had not been delayed pursuant
      to this Section 18 and (B) commence paying the balance of the payments in
      accordance with the applicable payment schedules set forth
      above.  

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              Termination
                by the Corporation for Cause

            


    

     

    The
      Corporation may terminate your employment for just cause without notice or
      severance. “Cause” shall include, but not be limited to, the
      following:

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

            	
              persistent
                unsatisfactory performance of your job duties after written notice
                from
                the company and a reasonable opportunity to cure, if possible;
                or

            


    

     

    
      	
               

            	
              (d)

            	
              intentional
                damage to any material property of the
                Corporation.

            


    

     

    
      	
              20.

            	
              Termination
                Following Change in Control

            


    

     

    Concurrently
      with execution and delivery of this Agreement, you and the Corporation shall
      enter into a “Change of Control Agreement” in the form attached hereto as
Schedule B setting out the compensation provisions to be
      applicable in the event of the termination of your employment as Chairman and
      Chief Executive Officer of the Corporation in certain circumstances following
      a
“Change in Control” of the Corporation (as defined in the Change in Control
      Agreement).

     

    
      	
              21.

            	
              No
                Additional Compensation upon
                Termination

            


    

     

    If
      your employment is terminated and if so requested by the Board, you agree to
      resign as a director of the Corporation.  You shall not be entitled to
      any notice, fee, salary, bonus, severance or other payments, benefits or damages
      arising by virtue of, or in any way relating to, your employment or any other
      relationship with the Corporation (including termination of such employment
      or
      relationship) in excess of what is specified or provided for in this Agreement,
      including Sections 17, 18, 19, and 20, which payments, benefits or damages
      are
      subject to your resignation as a director of the Corporation if requested by
      the
      Board and subject to execution by you of a release satisfactory to the
      Corporation.

     

    
      	
              22.

            	
              Confidentiality
                and Assignment of Inventions

            


    

     

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

     

    
      	
              23.

            	
              Disclosure
                of Conflicts of Interest

            


    

     

    During
      your employment with the Corporation, you will promptly, fully and frankly
      disclose to the Corporation in writing:

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    In
      this Agreement the expression “Associate” shall include all those persons and
      entities that are included within the definition or meaning of “associate” as
      set forth in Section 1(1) of the Securities Act (British Columbia), as
      amended, or any successor legislation of similar force and effect, and shall
      also include your spouse, children, parents, brothers and
      sisters.  For greater clarity, the positions set forth in
Schedule D attached hereto shall not be considered a conflict
      of interest.

     

    
      	
              24.

            	
              Avoidance
                of Conflicts of Interest

            


    

     

    You
      acknowledge that it is the policy of the Corporation that all interests and
      conflicts of the sort described in Section 23 (Disclosure of Conflicts of
      Interest) be avoided, and you agree to comply with all reasonable policies
      and
      directives of the Board from time to time regulating, restricting or prohibiting
      circumstances giving rise to interests or conflicts of the sort described in
      Section 23 (Disclosure of Conflicts of Interest).  During your
      employment with the Corporation, without approval of the Board in its sole
      discretion, you shall not enter into any agreement, arrangement or understanding
      with any other person or entity that would in any way conflict or interfere
      with
      this Agreement or your duties or obligations under this Agreement or that would
      otherwise prevent you from performing your obligations hereunder, and you
      represent and warrant that you neither you nor any of your Associates have
      entered into any such agreement, arrangement or understanding. For greater
      clarity, the positions set forth in Schedule D attached hereto
      shall not be considered a conflict of the sort described in Section 23
      (Disclosure of Conflicts of Interest).

     

    
      	
              25.

            	
              Provisions
                Reasonable.

            


    

     

    It
      is acknowledged and agreed that:

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

            	
              in
                light of the foregoing, the provisions of Section 26 (Restrictive
                Covenant) below are reasonable and necessary for the proper protection
                of
                the business, property and goodwill of the Corporation and the
                Business.

            


    

     

    
      	
              26.

            	
              Restrictive
                Covenant.

            


    

     

    Subject
      to the exceptions set out in Schedule F attached hereto, you
      agree that you will not, either alone or in partnership or in conjunction with
      any person, firm, company, corporation, syndicate, association or any other
      entity or group, whether as principal, agent, employee, director, officer,
      shareholder, consultant or in any capacity or manner whatsoever, whether
      directly or indirectly, for the term of this Agreement and continuing for a
      period of 12 months from the lawful termination of your employment, regardless
      of the reason for such termination:

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

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

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              27.

            	
              Compliance
                with Insider Trading Guidelines and
                Restrictions

            


    

     

    As
      a result of your position as Chairman and Chief Executive Officer, you are
      subject to insider trading regulations and restrictions and are required to
      file
      insider reports disclosing the grant of any options as well as the purchase
      and
      sale of any shares in the capital of the Corporation. The Corporation may from
      time to time publish trading guidelines and restrictions for its employees,
      officers and directors as are considered by the Board, in its discretion, to
      be
      prudent and necessary for a publicly listed company. It is a term of your
      employment as a senior officer of the Corporation that you comply with such
      guidelines and restrictions.

     

    
      	
              28.

            	
              Director’s
                & Officer’s Liability
                Insurance

            


    

     

    The
      Corporation shall use best efforts to provide you with director’s and officer’s
      liability insurance under the policies for such insurance arranged by the
      Corporation from time to time upon such terms and in such amounts as the Board
      may reasonably determine in its discretion.

     

    
      	
              29.

            	
              Remedies

            


    

     

    You
      acknowledge and agree that any breach of any of the provisions of Section 15
      (Service to Employer), Section 22 (Confidentiality and Assignment of
      Inventions), Section 23 (Disclosure of Conflicts of Interest), Section 24
      (Avoidance of Conflicts of Interest) or Section 26 (Restrictive Covenant) could
      cause irreparable damage to the Corporation or its partners, subsidiaries or
      affiliates, that such harm could not be adequately compensated by the
      Corporation’s recovery of monetary damages, and that in the event of a breach or
      threatened breach thereof, the Corporation shall have the right to seek an
      injunction, specific performance or other equitable relief as well as any
      equitable accounting of all your profits or benefits arising out of any such
      breach. It is further acknowledged and agreed that the remedies of the
      Corporation specified in this Section 29 are in addition to and not in
      substitution for any rights or remedies of the Corporation at law or in equity
      and that all such rights and remedies are cumulative and not alternative and
      that the Corporation may have recourse to any one or more of its available
      rights or remedies as it shall see fit.

     

    
      	
              30.

            	
              Binding
                Effect

            


    

     

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

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              31.

            	
              Agreement
                Confidential

            


    

     

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

     

    
      	
              32.

            	
              Governing
                Law

            


    

     

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

     

    
      	
              33.

            	
              Exercise
                of Functions

            


    

     

    The
      rights of the Corporation as provided in this Agreement may be exercised on
      behalf of the Corporation only by the Board (excluding you).

     

    
      	
              34.

            	
              Entire
                Agreement

            


    

     

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

     

    
      	
              35.

            	
              Further
                Assurances

            


    

     

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

     

    
      	
              36.

            	
              Surviving
                Obligations

            


    

     

    Your
      obligations and covenants under Section 22 (Confidentiality and Assignment
      of
      Inventions), Section 26 (Restrictive Covenant), and Section 29 (Remedies) shall
      survive the termination of this Agreement.

     

    
      	
              37.

            	
              Independent
                Legal Advice

            


    

     

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

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              38.

            	
              Notice

            


    

     

    Any
      notice or other communication required or contemplated under this Agreement
      to
      be given by one party to the other shall be delivered or mailed by prepaid
      registered post to the party to receive same at the address as set out
      below:

     

    If
      to the Corporation:

    Aspreva
      Pharmaceuticals Corporation

    c/o
      Farris Vaughan Wills & Murphy LLP

    2500-700
      West Georgia Street

    Vancouver,
      British Columbia

    Canada  V7Y
      1B3

     

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

     

    If
      to you:

     

    J.
      William Freytag, Ph.D.

    1203-
      4464 Markham Street

    Victoria,
      British Columbia

    Canada
      V8Z 7X8

     

    Any
      notice delivered shall be deemed to have been given and received on the first
      business day following the date of delivery. Any notice mailed shall be deemed
      to have been given and received on the fifth business day following the date
      it
      was posted, unless between the time of mailing and actual receipt of the notice
      there shall be a mail strike, slow-down or other labour dispute which might
      affect delivery of the notice by mail, then the notice shall be effective only
      if actually delivered.

     

    
      	
              39.

            	
              Severability

            


    

     

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

     

    
      	
              40.

            	
              Waiver

            


    

     

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

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              41.

            	
              Counterparts

            


    

     

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

     

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

     

    
      	 	 
              
              Yours
                truly, 

            
	 	 
	 	ASPREVA
              PHARMACEUTICALS CORPORATION 
	 	By:           	/s/
              Ron Hunt
	 	 	
              Ron
                Hunt, Chair, Compensation Committee

            


    

     

    Accepted
      and agreed to by J. William Freytag, Ph.D. as of July 10, 2007

                                                    


     

    
      	/s/
              J. William Freytag
	
              J.
                William Freytag, Ph.D.

            


    

    


     

    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    DESCRIPTION
      OF THE DUTIES AND FUNCTIONS

    OF
      THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

    


    
      	Aspreva
              Position:  	#100c
	 	 
	Name:     	J.
              William Freytag
	 	 
	Reports
              to:    	BOD
	 	 
	Department:       	G&A
	 	 
	Location:   	Victoria
              B.C.


    

                                                        

    Purpose
      of Position:

    


    CHAIRMAN
      OF THE BOARD - THE CHAIRMAN PLAYS A CRITICAL ROLE ON THE BOARD OF
      DIRECTORS (THE “BOARD”) BY LEADING THE BOARD IN ITS STRATEGIC MANAGEMENT AND
      SUPERVISION OF THE BUSINESS AND AFFAIRS OF THE COMPANY.

    


    CHIEF
      EXECUTIVE OFFICER - THE CHIEF EXECUTIVE OFFICER OF COMPANY SHALL HAVE
      RESPONSIBILITY FOR THE GENERAL MANAGEMENT, DIRECTION AND AFFAIRS OF THE COMPANY
      AND SHALL HAVE ALL POWERS AND PERFORM ALL DUTIES INCIDENT TO THE OFFICE OF
      CHIEF
      EXECUTIVE OFFICER.

    


    Responsibilities:

    


     

    The
      primary responsibilities of the Chairman include:

     

    


    Relationship
      with Management

    
      	
               

            	
              •

            	
              Communicating
                to senior management the views of the Board, shareholders and other
                stakeholders.

            


    

    
      	
               

            	
              •

            	
              Acting
                as a resource and sounding board for senior
                management.

            


    

    
      	
               

            	
              •

            	
              Communicating
                to the Board management strategy, plans and
                performance.

            


    

    
      	
               

            	
              •

            	
              Facilitating
                the Board’s interaction with key management as
                appropriate.

            


    

    Managing
      the Board

    
      	
               

            	
              •

            	
              Providing
                strong leadership to, and facilitating the effective operation and
                management of, the Board.

            


    

    
      	
               

            	
              •

            	
              Chairing
                Board meetings and ensuring they are conducted in an efficient and
                effective manner.

            


    

    Relationship
      with Shareholders

    
      	
               

            	
              •

            	
              Chairing
                meetings of shareholders.

            


    

    
      	
               

            	
              •

            	
              Facilitating
                the Board’s efforts to accommodate feedback from
                shareholders.

            


    

    Lead
      Director

    
      	
               

            	
              •

            	
              For
                so long as the Chairman is not independent under the current requirements
                of the NASDAQ National Market and the rules and regulations of the
                Canadian provincial securities regulatory authorities and the Board
                has
                appointed a Lead Director, the Chairman shall work and cooperate
                with the
                Lead Director so that the Lead Director may provide independent leadership
                to the Board and facilitate the functioning of the Board independently
                of
                the Company’s management.

            


    

     

    


     

    The
      primary responsibilities of the Chief Executive Officer
      include:

     

    


    
      	
               

            	
              •

            	
              Providing
                leadership and managing the business and affairs of the
                Company.

            


    

    
      	
               

            	
              •

            	
              Reporting
                to the Board as the representative of senior management of the
                Company.

            


    

    
      	
               

            	
              •

            	
              Keeping
                the Board current in a timely fashion on major developments and providing
                the Board with sufficient information on a timely basis to enable
                the
                Board to discuss matters, make decisions and fulfill its
                mandate.

            


    

    
      	
               

            	
              •

            	
              Recommending
                to the Board strategic directions for the Company’s business and, when
                approved, implementing the corresponding strategic and operational
                plans.

            


    

    
      	
               

            	
              •

            	
              Developing
                a long-term strategy and vision for the Company that leads to the
                creation
                of shareholder value.

            


    

    
      	
               

            	
              •

            	
              Directing
                and monitoring the activities of the Company to achieve the Company’s
                objectives and goals and to safeguard and optimize the best interests
                of
                all the shareholders while also having regard to the interests of
                other
                stakeholders of the Company.

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              •

            	
              Developing
                and implementing operational policies to guide the Company within
                the
                limits prescribed by applicable laws and regulations and the framework
                of
                the strategy approved by the Board.

            


    

    
      	
               

            	
              •

            	
              Developing
                and recommending to the Board the overall corporate organization,
                structure and staffing.

            


    

    
      	
               

            	
              •

            	
              Creating,
                maintaining and reviewing with the Compensation Committee an annual
                plan
                for the development and succession of executive
                management.

            


    

    
      	
               

            	
              •

            	
              Overseeing
                the relationship between the Company and the
                public.

            


    

    
      	
               

            	
              •

            	
              Facilitating
                interaction between the Board and other key members of management
                of the
                Company as appropriate.

            


    

    
      	
               

            	
              •

            	
              Compliance
                with all signatory limits as communicated by the finance function
                on
                behalf of the company.

            


    

    
      	
               

            	
              •

            	
              Compliance
                with all Corporate Policies, rules, and regulations as set out and
                communicated by the company pursuant to good business
                practice.

            


    

    


    Requirements:

    


    
      	
               

            	
              •

            	
              A
                leader, with a track record of building successful Biotech / Pharma
                enterprises.

            


    

    
      	
               

            	
              •

            	
              Excited
                about opportunity and committed to the vision on which the company
                was
                founded.

            


    

    
      	
               

            	
              •

            	
              Appropriately
                qualified to instill confidence in the leadership, the board and
                investors. A sound working knowledge of global drug development and
                commercialization.

            


    

    
      	
               

            	
              •

            	
              Exceptional
                leadership qualities and established track record of demonstrating
                these
                qualities in mid-sized organizations. Proven track record in delivering
                business results to budget and timeline
                specifications

            


    

    
      	
               

            	
              •

            	
              Team
                builder with engaging style, good listener and ability to integrate
                with
                an existing culture but also introduce a fresh perspective. Demonstrated
                mentorship skills.

            


    

    
      	
               

            	
              •

            	
              Clear,
                decisive thinker with proven ability to distill down complex issues,
                identify and focus on critical objectives and handle crisis calmly
                and
                thoughtfully.

            


    

    
      	
               

            	
              •

            	
              Exceptional
                strategic thinker with ability to create, communicate and sell a
                vision.

            


    

    
      	
               

            	
              •

            	
              Extensive
                medical, clinical and pharmaceutical knowledge. Broad knowledge of
                the
                drug development process, regulatory processes, lifecycle management
                and
                global challenges for a Bio / Pharma
                company.

            


    

    
      	
               

            	
              •

            	
              Advanced
                education credentials in a medical or scientific
                discipline.

            


    

    
      	
               

            	
              •

            	
              Credibility
                on the street/capital markets

            


    

    
      	
               

            	
              •

            	
              Demonstrated
                success in public company
                management.

            


    

    
      	
               

            	
              •

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

            


    

    Position
      Description Sign-off


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

                
                  


                   

                  Employee:
                    ____________________

                   

                  Signature:
                       /s/ J. William Freytag________

                   

                  


                

                
                  Date:
                    ____________________

                

              


      

    

     

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

                
                  


                   

                  Manager:
                    ____________________

                   

                  


                

                
                  Signature:
                    __/s/ Ron
                    Hunt__________________                                                                           Title:
                    __________________

                

              


      

    

     

    
      	
              
                Human
                  Resources:

              

              
                


                 

                Signature:
                  __/s/ Darcy O'Grady_________________

                 

                 

                Date:
                  ____________________

              

            


    

    
       

    

    


    
      
        
        

      

      
        -
          2 -


        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
      B

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    As
      of July 10, 2007

    J.
      William Freytag, Ph.D.

    1203-4464
      Markham Street

    Victoria,
      British Columbia

    Canada
      V8Z 7X8

    
       

      Dear
        Bill:

       

      Re:
        Change in Control Agreement 

    

     

    Aspreva
      Pharmaceuticals Corporation (the “Corporation”) considers it
      essential to the best interests of its members to foster the continuous
      employment of its senior executive officers. In this regard, the Board of
      Directors of the Corporation (the “Board”) has determined that
      it is in the best interests of the Corporation and its members that appropriate
      steps should be taken to reinforce and encourage management’s continued
      attention, dedication and availability to the Corporation in the event of a
      Potential Change in Control (as defined in Section 3), without being distracted
      by the uncertainties which can arise from any possible changes in control of
      the
      Corporation.

     

    In
      order to induce you to agree to remain in the employ of the Corporation, such
      agreement evidenced by the employment agreement entered into as of the date
      of
      this Agreement between you and the Corporation (the “Employment
      Agreement”) and in consideration of your agreement as set forth in
      Section 3 below, the Corporation agrees that you shall receive and you agree to
      accept the severance and other benefits set forth in this Agreement should
      your
      employment with the Corporation be terminated subsequent to a Change in Control
      (as defined in Section 2) in full satisfaction of any and all claims that now
      exist or then may exist for remuneration, fees, salary, bonuses or severance
      arising out of or in connection with your employment by the Corporation or
      the
      termination of your employment:

     

    
      	
              1.

            	
              Term
                of Agreement.

            


    

     

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

     

    
      	
              2.

            	
              Definitions.

            


    

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                 

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

              


      

       

    

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

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

     

    
      	
               

            	
              (c)

            	
              “Base
                Salary” shall mean the annual base salary, as referred to in Section 3
                (Base Salary), and as adjusted from time to time in accordance with
                Section 4 (Annual Review), of the Employment
                Agreement.

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

            	
              “Cause”
                shall have the meaning set out in Section 19 (Termination by the
                Corporation for Cause) of the Employment
                Agreement.

            


    

     

    
      	
               

            	
              (f)

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

            


    

     

    
      	
               

            	
              (g)

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

            


    

     

    
      	
               

            	
              (h)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    
      	
               

            	
              (i)

            	
              “Notice
                of Termination” shall mean a notice, in writing, communicated to the other
                party in accordance with Section 6 below, which shall indicate the
                specific termination provision in this Agreement relied upon and
                shall set
                forth in reasonable detail the facts and circumstances claimed to
                provide
                a basis for termination of your employment under the provision so
                indicated.

            


    

     

    
      	
               

            	
              (j)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
              3.

            	
              Potential
                Change in Control.

            


    

     

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

     

    
      	
              4.

            	
              Compensation
                Upon Termination Following Change in
                Control

            


    

     

    Subject
      to compliance by you with Section 3, upon your employment terminating pursuant
      to a Notice of Termination within 12 months after a Change in Control, the
      Corporation agrees that you shall receive and you agree to accept, subject
      to
      your prior resignation as a director of the Corporation at the request of the
      Board, the following payments in full satisfaction of any and all claims you
      may
      have or then may 

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    have
      against the Corporation, for remuneration, fees, salary, benefits, bonuses
      or
      severance, arising out of or in connection with your employment by the
      Corporation or the termination of your employment:

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

            	
              If
                your employment by the Corporation shall be terminated by you for
                Good
                Reason or by the Corporation other than for Cause, then, subject
                to your
                execution of an effective release of claims against the Corporation,
                you
                shall be entitled to the payments and benefits provided
                below:

            


    

     

    
      	
               

            	
              (i)

            	
              subject
                to the withholding of all applicable statutory deductions, the Corporation
                shall pay you, within 7 days after the effective date of your executed
                release of all claims against the Corporation, but in no case later
                than
                March 15 of the year following the year in which the termination
                occurs, a
                lump sum equal to 18 months’ Base Salary, as referred to in Section 3
                (Base Salary) and as adjusted from time to time in accordance with
                Section
                4 (Annual Review) of the Employment Agreement, plus any guaranteed
                portion
                of any Bonus;

            


    

     

    
      	
               

            	
              (ii)

            	
              to
                the extent permitted by law and subject to the terms and conditions
                of any
                benefit plans in effect from time to time, the Corporation shall
                maintain,
                at no cost to you,(or reimburse you for the cost of continuing) the
                health, medical and dental benefits set out in Section 6 (Benefits)
                of the
                Employment Agreement during the 18 month period (or
                such shorter period of time until you become eligible for comparable
                benefits from a subsequent employer) and will reimburse you for income
                taxes that you may be required to pay with respect to such continued
                group
                benefit coverage to the extent that such coverage is considered a
                taxable
                benefit.  Such reimbursement for taxes will be made in four lump
                sum payments as follows:  as to the taxes relating to up to the
                first 3 months of continued health coverage, payment shall be made
                on the
                date that is two months after the termination date; as to the taxes
                relating to up to the next 4 months of continued health coverage,
                payment
                shall be made on the date that is 7 months after the termination
                date; as to the taxes relating to up to the next 7 months of continued
                health coverage, payment shall be made on the date that is 13 months
                after
                the termination date; and as to the taxes relating to up to the remaining
                4 months of continued health coverage, payment shall be made on the
                date
                that is 17 months after the termination
                date.;

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    It
      is intended that (1) each installment of the payments provided under this
      Section 4 is a separate “payment” for purposes of Section 409A of the United
      States Internal Revenue Code of 1986 (the “Code”), (2) that the payments
      satisfy, to the greatest extent possible, the exemptions from the application
      of
      Section 409A provided under of Treasury Regulation 1.409A-1(b)(4),
      1.409A-1(b)(5), 1.409A-1(b)(9)(iii), and
      1.409A-1(b)(9)(v).  Notwithstanding the foregoing, if the Corporation
      (or, if applicable, the successor entity thereto) determines that the payments
      provided under this Agreement constitute “deferred compensation” under Section
      409A of the Code (together, with any international, state or local law of
      similar effect, “Section 409A”) and you are a
“specified employee” of the Corporation or any successor entity thereto
      at the
      relevant date, as such term is defined in Section 409A(a)(2)(B)(i) (a
“Specified Employee”), then, solely to the extent
      necessary to avoid the incurrence of the adverse personal tax consequences
      under
      Section 409A, the timing of the payments shall be delayed as
      follows:  on the earliest to occur of (i) the date that is six months
      and one day after the termination date or (ii) the date of your death (such
      earliest date, the “Delayed Initial Payment Date”),
      the Corporation (or the successor entity thereto, as applicable) shall (A)
      pay
      you a lump sum amount equal to the sum of the payments that you would otherwise
      have received through the Delayed Initial Payment Date if the commencement
      of
      the payment of the payments had not been delayed pursuant to this Section 4
      and
      (B) commence paying the balance of the payments in accordance with the
      applicable payment schedules set forth above.  

    


     

    If
      any payment, distribution or benefit you would receive pursuant to a Change
      in
      Control from the Corporation or otherwise, but determined without regard to
      any
      additional payment required under this Section 4 (the
“Payment”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue
      Code of 1986, as
      amended (the “Code”), and (ii) be subject to the excise
      tax imposed by Section 4999 of the Code or any interest or penalties payable
      with respect to such excise tax (such excise tax, together with any such
      interest and penalties, are hereinafter collectively referred to as the
“Excise Tax”), then you shall be entitled to receive from the
      Corporation an additional payment (the “Gross-Up Payment”) in
      an amount that shall fund the payment by you of any Excise Tax on the Payment
      as
      well as all income and employment taxes imposed on the Gross-Up Payment, any
      Excise Tax imposed on the Gross-Up Payment and any interest or penalties imposed
      with respect to income and employment taxes imposed on the Gross-Up
      Payment.

     

    The
      accounting firm engaged by the Corporation for general audit purposes as of
      the
      day prior to the effective date of Change in Control shall perform the foregoing
      calculations.  If the accounting firm so engaged by the Corporation is
      serving as accountant or auditor for the individual, entity or group effecting
      the Change in Control, the Corporation shall appoint a nationally recognized
      accounting firm to make the determinations required hereunder.  The
      Corporation shall bear all expenses with respect to the determinations by such
      accounting firm required to be made hereunder.

     

    The
      accounting firm engaged to make the determinations hereunder shall provide
      its
      calculations, together with detailed supporting documentation, to the
      Corporation and you within fifteen calendar days after the date on which your
      right to a Payment is triggered (if requested at that time by the Corporation
      or
      you) or such other time as requested by the Corporation or you.  If
      the accounting firm determines that no Excise Tax is payable with respect to
      a
      Payment, it shall furnish the Corporation and you with an opinion reasonably
      acceptable to you that no Excise Tax will be imposed with respect to such
      Payment.  If the accounting firm determines that an Excise Tax is
      payable, it shall furnish the Corporation and you with an opinion setting forth
      the amount of the Excise Tax due and the amount of the Gross-Up Payment due,
      and
      such Gross-Up Payment shall be paid to you on the later of (i) the date that
      is
      six months and one day after the termination date and (ii) the date that is
      four
      months after the date on which the accounting firm makes its determination
      that
      the Excise Tax is due.  Any good faith determinations of the
      accounting firm made hereunder shall be final, binding and conclusive upon
      the
      Corporation and you.

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    If
      requested by the Board, upon your employment terminating pursuant to a Notice
      of
      Termination within 12 months after a Change in Control, you agree to resign
      as a
      director of the Corporation.  You shall not be required to mitigate
      the amount of any payment provided for in this Section 4 by seeking other
      employment or otherwise, nor will any sums actually received be
      deducted.

     

    
      	
              5.

            	
              Binding
                Agreement.

            


    

     

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

     

    
      	
              6.

            	
              Notices.

            


    

     

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

     

    If
      to Aspreva:

    Aspreva
      Pharmaceuticals Corporation

    c/o
      Farris Vaughan Wills & Murphy LLP

    2500-700
      West Georgia Street

    Vancouver,
      British Columbia

    Canada  V7Y
      1B3 
      Attention:
        R. Hector MacKay-Dunn, Q.C. 

    

     

    If
      to Dr. J. William Freytag:

    J.
      William Freytag, Ph.D.

    1203-4464
      Markham Street

    Victoria,
      British Columbia

    Canada
      V8Z 7X8

     

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

     

    
      	
              7.

            	
              Modification:
                Amendments: Entire
                Agreement.

            


    

     

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

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              8.

            	
              Governing
                Law.

            


    

     

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

     

    
      	
              9.

            	
              Validity.

            


    

     

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

     

    
      	
              10.

            	
              No
                Employment or Service
                Contract

            


    

     

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

     

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

    
       

      
        	 	 
                
                Yours
                  truly, 

              
	 	 
	 	ASPREVA
                PHARMACEUTICALS CORPORATION 
	 	By:           	 /s/
                Ron Hunt
	 	 	
                Ron
                  Hunt, Chair, Compensation Committee

              


      

       

      Accepted
        and agreed to by J. William Freytag as of July 10, 2007

                                                      


       

      
        	/s/
                J. William Freytag
	
                J.
                  William Freytag, Ph.D.

              


      

      


      
        
          
          

        

        
          -
            7
            -

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      C

     

    CONFIDENTIALITY
      AGREEMENT AND

    ASSIGNMENT
      OF INVENTIONS

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    
      	PRIVATE
              AND
              CONFIDENTIAL       	
              As
                of July 10, 2007

            


    

                                                                                                                             

    
      J.
        William Freytag, Ph.D.
1203- 4464 Markham Street

    Victoria,
      British Columbia

    Canada
      V8Z 7X8

     

    Dear
      Bill:

     

    The
      purpose of this letter is to confirm and record the terms of the agreement
      (the
“Agreement”) between you and Aspreva Pharmaceuticals
      Corporation (“Aspreva”) concerning the terms on which you will
      (i) receive from and disclose to Aspreva proprietary and confidential
      information; (ii) agree to keep the information confidential, to protect it
      from
      disclosure and to use it only in accordance with the terms of this Agreement;
      and (iii) assign to Aspreva all rights, including any ownership interest which
      may arise in all inventions and intellectual property developed or disclosed
      by
      you over the course of your work during your employment with Aspreva. The
      effective date (“Effective Date”) of this Agreement is the date
      that you start or started working at Aspreva, as indicated in the employment
      agreement between you and Aspreva dated July 10, 2007.

     

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

     

    
      	
              1.

            	
              INTERPRETATION

            


    

    
       

      
        	
                1.1

              	
                Definitions.  In
                  this Agreement:

              


      

                    

    

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    
      	
               

            	
              (vi)

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

            


    

     

    
      	
               

            	
              (vii)

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

            


    

     

    
      	
               

            	
              (viii)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

            	
              “Work
                Product” shall mean any and all Inventions and possible
                Inventions relating to Aspreva’s Business resulting from any work
                performed by you for Aspreva that you may invent or co-invent during
                your
                involvement in any capacity with Aspreva, except those Inventions
                invented
                by you entirely on your own time that do not relate to Aspreva’s
                

            


    

    
       

      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                 

              	
                Business
                  or do not derive from any equipment, supplies, facilities, Confidential
                  Information or other information, gained, directly or indirectly,
                  by you
                  from or through your involvement in any capacity with
                  Aspreva.

              


      

       

    

    
      	
              2.

            	
              CONFIDENTIALITY

            


    

     

    
      	
              2.1

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

            


    

     

    
      	
              2.2

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

            


    

     

    
      	
              2.3

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

            


    

     

    
      	
               

            	
              (a)

            	
              use
                or copy Confidential Information or your recollections
                thereof;

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

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

            


    

     

    
      	
              2.4

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

            


    

     

    
      	
              2.5

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

            


    

     

    
      	
              2.6

            	
              Control
                of Confidential Information and Return of
                Information.  All physical materials produced or
                prepared by you containing Confidential Information, including, without
                limitation, biological material, chemical entities, test results,
                notes of
                experiments, 

            


    

    
       

      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                computer
                  files, photographs, x-ray film, designs, devices, formulas, memoranda,
                  drawings, plans, prototypes, samples, accounts, reports, financial
                  statements, estimates and materials prepared in the course of your
                  responsibilities to or for the benefit of Aspreva, shall belong
                  to
                  Aspreva, and you will promptly turn over to Aspreva’s possession every
                  original and copy of any and all such items in your possession
                  or control
                  upon request by Aspreva. You shall not permit or cause any physical
                  materials to be stored off the premises of Aspreva, unless in accordance
                  with written procedures of Aspreva, as amended from time to time
                  in
                  writing. You shall not transfer any biological material to another
                  person
                  outside of Aspreva, unless a material transfer agreement has been
                  signed
                  by both Aspreva and the other party.  You shall not accept any
                  biological material from another person outside of Aspreva, unless
                  in
                  accordance with written procedures of Aspreva, as amended from
                  time to
                  time in writing.

              


      

       

    

    
      	
              2.7

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

            


    

     

    
      	
              2.8

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

            


    

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
               

            	
              (e)

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

            


    

     

    
      	
               

            	
              (f)

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

            


    

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
              3.

            	
              ASSIGNMENT
                OF INTELLECTUAL PROPERTY
                RIGHTS

            


    

     

    
      	
              3.1

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

            


    

     

    
      	
              3.2

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

            


    

     

    
      	
              3.3

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

            


    

     

    
      	
              3.4

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

            


    

     

    
      	
              3.5

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

            


    

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (a)

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

            


    

     

    
      	
               

            	
              (b)

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

            


    

     

    
      	
               

            	
              (c)

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

            


    

     

    
      	
               

            	
              (d)

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

            


    

     

    
      	
              3.6

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

            


    

     

    
      	
              4.

            	
              GENERAL

            


    

     

    
      	
              4.1

            	
              Term
                and Duration of Obligation.  The term of this Agreement
                is from the Effective Date and terminates on the date that you are
                no
                longer working at or for Aspreva.  Except as otherwise agreed in
                a written instrument signed by Aspreva, Article 2 shall survive the
                termination of this Agreement, including your obligations of
                confidentiality and to return Confidential Information, and shall
                endure,
                with respect to each item of Confidential Information, for so long
                as
                those items fall within the definition of Confidential
                Information.  Sections 1.1, 3.2, 3.3, 3.4, 3.5, 3.6, 4.1, 4.2,
                4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.11, 4.12 and 4.13 shall also
                survive
                the termination of this Agreement.

            


    

     

    
      	
              4.2

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

            


    

     

    
      	
              4.3

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

            


    

     

    
      	
              4.4

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

            


    

     

    
      	
              4.5

            	
              Equitable
                Remedies.  You acknowledge and agree that a breach by
                you of any of your obligations under this Agreement would result
                in
                damages to Aspreva that could not be adequately compensated by monetary
                award.  Accordingly, in the event of any such breach by you, in
                addition to all other remedies available to Aspreva at law or in
                equity,
                Aspreva 

            


    

    
       

      
        
          
          

        

        
          -
            6
            -

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                shall
                  be entitled as a matter of right to apply to a court of competent
                  jurisdiction for such relief by way of restraining order, injunction,
                  decree or otherwise, as may be appropriate to ensure compliance
                  with the
                  provisions of this Agreement, without having to prove damages to
                  the
                  court.

              


      

       

    

    
      	
              4.6

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

            


    

     

    
      	
              4.7

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

            


    

     

    
      	
              4.8

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

            


    

     

    
      	
              4.9

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

            


    

     

    
      	
              4.10

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

            


    

     

    If
      to Aspreva:

    Aspreva
      Pharmaceuticals Corporation

    c/o
      Farris Vaughan Wills & Murphy LLP

    2500-700
      West Georgia Street

    Vancouver,
      British Columbia

    Canada  V7Y
      1B3

     

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

     

    If
      to:

    
      J.
        William Freytag, Ph.D.
1203-4464 Markham Street

    Victoria,
      British Columbia

    Canada
      V8Z 7X8

     

    Any
      such notice shall be deemed to have been received on the earlier of the date
      actually received or the date five (5) days after the same was posted or
      sent.  Either party may change its address or its facsimile number by
      giving the other party written notice, delivered in accordance with this Section
      4.10.

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              4.11

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

            


    

     

    
      	
              4.12

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

            


    

     

    
      	
              4.13

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

            


    

     

    **********The
      remainder of this page left blank**********

     

    
      	
              4.14

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

            


    

     

    Acceptance

     

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

     

    Thank
      you for your cooperation in this matter.

     

    Yours
      truly,

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    


     

    
      	By:     	/s/
              Ron Hunt
	 	
              Ron
                Hunt, Chair, Compensation Committee

            


    

      

    Accepted
      and agreed as of July 10, 2007

     

    
      	/s/
              Darcy O'Grady	 	/s/
              J. William Freytag
	
              Witness
                Signature

            	 	
              J.
                William Freytag, Ph.D.

            
	 	 	 
	
              Witness
                Name

            	 	 
	 	 	 
	
              Occupation

            	 	 
	 	 	 
	 	 	 
	
              Address

            	 	 


    

     

     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    EXCLUSION
      FROM WORK PRODUCT

     

    


     

    None

    


     

     

     

     

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      D

     

    EXCEPTIONS
      TO CONFLICT OF INTEREST

     

    
      	
              •

            	
              Director
                of Immunicon Corporation

            


    

     

    
      	
              •

            	
              Director
                of Colorado BioSciences Association

            


    

     

    
      	
              •

            	
              Director
                of ARCA Discovery, Inc.

            


    

     

    
      	
              •

            	
              Advisor
                to Aurora Biofuels

            


    

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
      E

     

    BUSINESS
      OF THE COMPANY

     

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

    


     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      F

     

    EXCEPTION
      TO RESTRICTIVE COVENANT

     

    
      	
              •

            	
              Director
                of Immunicon Corporation

            


    

     

    
      	
              •

            	
              Director
                of Colorado BioSciences Association

            


    

     

    
      	
              •

            	
              Director
                of ARCA Discovery, Inc.

            


    

     

    
      	
              •

            	
              Advisor
                to Aurora Biofuels