**Exhibit
        10.34**
 
 **Aspreva
        Pharmaceuticals Corporation**
 
 **2007
        DISCRETIONARY VARIABLE COMPENSATION PLAN**
 
  The
        2007 Aspreva Pharmaceuticals Discretionary Variable Compensation Plan (the
“2007
        Plan”) is applicable to executive officers and other senior officers of Aspreva
        Pharmaceuticals Corporation (the “Participants”). Each Participant is eligible
        to receive an incentive as cash, calculated as a percentage of the Participant’s
        base salary.
  **Variable
        Cash Compensation**
  Under
        the 2007 Plan, a variable cash compensation payment will be paid to the
        Participants if:
 
 (a) in
        the opinion of the Compensation Committee, Aspreva meets or exceeds any pre-set
        threshold or target or trigger objectives as proposed by the Senior Leadership
        Team, recommended by the
 Compensation
        Committee,
        and agreed by the Board of Directors.
 
 For
        2007, the 2007 Plan requires that Aspreva complete at least one transaction
        consistent with corporate strategy as a minimum threshold before Participants
        are eligible to earn an incentive payment under the 2007 Plan:
  (b) if
        the pre-set threshold or trigger is met, the size of any variable cash
        compensation will be based on two performance components: (i) the overall
        assessment of corporate performance within 2007
 and (ii) whether and/or to what degree individuals achieve their individual
        objectives.
 
 For
        2007, a Participant’s Target Payment is comprised of two performance components:
        (i) forty percent (40%) is based upon the achievement of corporate
        objectives and (ii) sixty percent (60%) is based upon the achievement of
        personal objectives.
 
 The
        Target Bonus levels are reviewed and set annually for each Participant. The
        Target Bonuses for Aspreva’s executive officers for 2007 are set forth
        below:
 
 **Executive
                  Officer**
              
              **Title**
              
              **Target**
                **Bonus**Richard
                  M. Glickman
              
              Chief
                  Executive Officer
              
              50
              %Noel
                  F. Hall
              
              President
              
              50
              %Bruce
                  G. Cousins
              
              Executive
                  Vice President and Chief Financial Officer
              
              40
              %Charles
                  F. Goulburn
              
              Executive
                  Vice President, Global Pharmaceutical Operations
              
              40
              %Richard
                  Jones
              
              Chief
                  Scientific Officer
              
              35
              %Azam
                  Usman
              
              Chief
                  Medical Officer
              
              35
              %
 
 
 **Example:** with a salary of $200,000 and a 40% Target Bonus - the total potential variable
        cash payment would be $80,000, calculated with 40% allocated to corporate
        objectives, or $32,000, and 60% allocated to individual objectives, or $48,000.
 
 Corporate
        objectives and individual objectives are determined independently of each
        other.
        Once added together they form the Participant’s aggregate variable cash
        payment.
 
 Each
        component of the 2007 Plan allows for under performance, on target performance
        and over performance. The minimum payment is 0% for both components. On target
        performance allows a payment of up to 100% of each component. For performances
        which are deemed to exceed the target, each component is capable for payments
        up
        to 115%. (see below)
  **Corporate
        Objectives Variable Payment:** Depending
        upon the opinion of the Compensation Committee and their determination of
        how
        whether and well corporate objectives have been met, each Participant’s
        corporate variable payment is calculated as follows:
   Corporate
        Variable Payment = Salary x Target Bonus (40%) x corporate achievement score
        (0
        to 115%)
  **Individual
        Objectives Variable Payment:** Depending
        upon the opinion of the Compensation Committee and their determination of
        whether and how well individual objectives have been addressed, each
        Participant’s personal variable payment is calculated as follows:
  Individual
        Corporate Payment = Salary x Target Bonus (60%) x individual achievement
        score
        (0 to 115%)
  
 **Corporate
        Objectives for 2007**
  *Establish
        5 year Corporate Strategy & Plan*
 
 *Business
        Development*
 
 •
              Complete
                  transactions consistent with corporate
                  strategy
 
 *Clinical
        Development & Regulatory Affairs*
 
 •
              Complete
                  ALMS induction study in the second quarter of
                  2007
 •
              Strengthen
                  and align Roche/Aspreva resources in support of a Lupus Nephritis
                  supplemental New Drug Application filing with the U.S. Food and
                  Drug
                  Administration in the fourth quarter of
                  2007
 •
              Maintain
                  high standards of cGCP
 •
              Develop
                  innovative discovery and de-risking capability for early stage
                  assets
 
 *Pharma
        Operations*
 
 •
              Strengthen
                  global medical affairs programs, including delivery of ALMS global
                  publication plan,
 •
              Build-out
                  “innovative” commercial capability, proactively supporting business
                  development initiatives
 
 *General
        and Administrative*
 
 •
              Instil
                  and maintain Sarbanes-Oxley compliancy throughout Aspreva
 •
              Execution
                  of information technology strategy, deploying foundational capabilities
                  to
                  the business
 •
              Strengthen
                  human capital programs &
services
 
 *All
        programs designed with three key tenets:*
 
 •
              Exceed
                  partner expectations
 •
              Create
                  long term shareholder value through sustainability and
                  profitability
 •
              Operate
                  in a fashion consistent with our values of being “beyond compliance”
  **Individual
        Objectives for 2007**
  Individual
        objectives are proposed by the Chief
        Executive Officer for
        all Participants and are evaluated by the Compensation Committee for the
        Chief
        Executive Officer and are guided by the Chief Executive Officer in the case
        of
        other Participants. A final determination of such objectives is made by the
        Board of Directors.
  **Miscellaneous
        Provisions**
   Payments
        under the 2007 Plan shall be made following the end of the fiscal year, on
        such
        schedule as may be approved by the Compensation Committee in its discretion.
   Participation
        in the 2007 Plan shall not alter in any way the at will nature of Aspreva’s
        employment of a Participant, and such employment may be terminated at any
        time
        for any reason, with or without cause and with or without prior notice.
   The
        Board of Directors or the Compensation Committee may amend or terminate the
        2007
        Plan at any time. Further, the Board of Directors or the Compensation Committee
        may modify any provision of the 2007 Plan at any time.
   The
        2007 Plan shall be governed by and construed in accordance with the laws
        of
        British Columbia, Canada.