Exhibit 10.11 - Employment Agreement


    Exhibit
      10.11

     

     

    ASPREVA
      PHARMACEUTICALS

    


    29th
      May, 2007

    


    Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5. B.C.

    


    Dear
      Bruce:

    


    It
      is with great pleasure that I present you with this employment agreement for
      the
      position of Executive Vice President (EVP) and Chief Finance Officer. The
      fundamental terms are outlined below. A more detailed employment agreement
      is
      attached. If these details and terms are acceptable and you wish to proceed,
      please sign and return the attached employment agreement which includes the
      Confidentiality Disclosure Agreement and Position Description, to my attention.
      

     

    
      
        	
                Position:

              	
                EVP
                  and Chief Finance Officer

              
	 	 
	
                Department:
                  

              	
                Executive

              
	
                 

              	 
	
                Manager:
                  

              	
                CEO

              
	 	 
	
                Start
                  Date: 

              	
                continuous
                  with previous contract

              
	 	 
	
                Salary
                  Base:

              	
                $360,000
                  CDN (unchanged)

              
	 	 
	
                Bonus:

              	
                Up
                  to 40% of annual salary based on achieving certain objectives determined
                  by management in its sole discretion, weighted 60% personal and
                  40%
                  corporate.

              
	 	 
	
                Benefits:

              	
                You
                  will be entitled to continuing participation in the standard Aspreva
                  medical/dental programs subject to meeting any requirements of
                  the
                  provider 

              
	 	 
	
                Tax
                  Support:

              	
                As
                  detailed in our letter of 21st
                  Oct, 2005, support remains ongoing and expenses are reimbursed
                  through
                  receipts.

              
	 	 
	
                Vacation:

              	
                4
                  Weeks (20 days) with additional 3 personal days as outlined within
                  Canadian Policies and
                  Procedures

              


      

    

     

    All
      employees will be required to sign confidentiality and IP assignment agreements
      and employment will comply with the BC Employees Standards Act.

    


    In
      order to comply with CCRA, HRDC and BC Employment Standards, Aspreva
      Pharmaceuticals will be collecting, using and disclosing certain personal
      information required by these various government agencies as well as our
      benefits providers.

    If
      you have any questions or concerns please feel free to contact me:
      250-744-2488.

    


    Sincerely,

    


    ASPREVA
      PHARMACEUTICALS CORPORATION

    


    


    R.
      Glickman

    Chief
      Executive Officer

    


     

    /s/
      R.
      Glickman                                                    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    EMPLOYMENT
      AGREEMENT

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

    1203-
      4464 Markham St. Victoria BC. V8Z 7X8

     

     

    PRIVATE
      AND CONFIDENTIAL

     

    29th
      May, 2007

     

    Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5. 

    B.C.

    


    Dear
      Bruce:

     

    
      	
              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 Executive
                Vice President (EVP) and Chief Finance Officer.
                You
                will report directly to the Chief Executive Officer (CEO). Your duties
                and
                functions are outlined in the attached position description (HR122C
                - Exhibit B)
                and as they pertain to the Corporation and any of its subsidiaries.
                These
                duties and functions may be varied or added to from time to time
                by the
                CEO, at its discretion, exercised reasonably. These duties and functions
                will be conducted in accordance with and adhering to all corporate
                policies and procedures. 

            


    

     

    
      	
              2.

            	
              Term.
                The terms and conditions of this Agreement shall have effect as of
                and
                from 29th
                May 2007 the (“Effective
                Date”),
                it will provide for continuous service, subsequent to your original
                contract dated 8th
                March 2004 and your employment as Executive Vice President (EVP)
                and Chief
                Finance Officer of the Corporation shall continue until terminated
                as
                provided for in this Agreement.

            


    

     

    
      	
              3.

            	
              Base
                Salary.
                The Corporation shall pay you a base salary at the rate of $360,000
                CDN
                per year (the “Base
                Salary”),
                payable semi-monthly, subject to the withholding of all applicable
                statutory deductions from such Base Salary in respect of the Base
                Salary
                and including any taxable benefits received under this Agreement
                or in
                respect of your employment.

            


    

     

    
      	
              4.

            	
              Annual
                Review.
                The compensation committee (the “Compensation
                Committee”)
                established by the Board of Directors (the “Board”)
                of the Corporation for the purposes of this Agreement shall review
                your
                Base Salary annually. This review shall not result in a decrease
                of your
                Base Salary nor shall it necessarily result in an increase in your
                Base
                Salary and any increase shall be in the discretion of the senior
                management.

            


    

     

    


    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Performance
                Bonus.
                

            


    

     

    
      	 	
              (a)

            	
              The
                Corporation shall review the performance of your duties and functions
                under this Agreement annually and shall pay you a cash bonus of up
                to 40%
                of annual salary based on achieving certain objectives determined
                by
                senior management in its sole discretion (weighted 60% personal and
                40%
                corporate) determines that the Corporation and the employee has met
                its
                short-term and long-term business performance objectives (together,
                the
                “Objectives”),
                which Objectives will be established from time to time by the senior
                management in consultation with the Board or Compensation Committee
                and
                with you.

            


    

     

    
      	
              6.

            	
              Benefits.
                

            


    

     

    (a)          The
      Corporation will arrange for you to have health, medical, dental, and such
      other
      benefits as made available by the Company from time to time. You may be required
      to provide information and undergo reasonable assessments of the insurers in
      order to determine your eligibility for benefits coverage. Please note that
      coverage under any benefit plan in effect from time to time is subject to
      availability and other requirements of the applicable insurer. You further
      acknowledge and agree that the components of the benefits package may be
      amended, modified or terminated from time to time by the Corporation in its
      sole
      discretion, and this may include terminating or changing carriers.

     

    
      	 	
              (b)

            	
              We
                are pleased to confirm your tax support is on-going as per the letter
                dated 21st
                October, 2005 for use in preparation of American and Canadian personal
                income tax returns. Expenses are reimbursed through receipts. This
                is a
                taxable benefit to you as the
                employee.

            


    

     

    
      	
              7.

            	
              Vacation.
                During your employment with the Corporation under this Agreement,
                you will
                be entitled to an annual paid vacation as determined by the Corporation
                from time to time, not less than 20 days per annum. The Corporation
                reserves the right, acting reasonably, to request that vacations
                be
                scheduled so as not to conflict with critical business operations.
                

            


    

     

    In
      line with all Canadian employees, you are also entitled to 3 personal days
      per
      annum in lieu of the previous Christmas week closure arrangements.

     

    
      	
              8.

            	
              Reimbursement
                for Expenses.
                During your employment under this Agreement, the Corporation shall
                promptly reimburse you for reasonable travelling and other expenses
                actually and properly incurred by you in connection with the performance
                of your duties and functions, such reimbursement to be made in accordance
                with, and subject to, the policies of the Corporation from time to
                time.
                For all such expenses you will be required to keep proper accounts
                and to
                furnish statements, vouchers, invoices and/or other supporting documents
                to the Corporation within 30 days after the date the expenses are
                incurred.

            


    

     

    9.        Stock
      Options.
      

     

    You
      remain eligible to receive stock options (the “Options”), as per the Aspreva
      2002 Incentive Stock Option Plan, as amended (the “Plan”). The
      Options will cease to vest
      on the following occurrences: 

     

    
      	 	
              (a)

            	
              on
                the date you provide the Corporation with written notice of your
                decision
                to resign your employment pursuant to Section 13 (Termination by
                Employee);

            


    

     

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (b)

            	
              on
                the date the Corporation provides you with written notice of its
                decision
                to terminate your employment pursuant to Section 14 (Termination
                without
                Cause);

            


    

     

    
      	 	
              (c)

            	
              on
                the date the Corporation terminates your employment pursuant to Section
                15
                (Termination for Cause); or

            


    

     

     

    
      	 	
              (d)

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

            


    

     

    For
      greater certainty; neither the period of notice nor any payment in lieu thereof
      will be considered as extending the period of your employment with respect
      to
      the vesting or exercise of the options granted in this Section 9. 

     

    The
      terms and conditions relating to the Options will be subject to the Option
      Agreement as well as the Aspreva
      2002 Incentive Stock Option Plan, as amended (the “Plan”). If there is any
      conflict between the terms of this Agreement and the Plan, the terms of the
      Plan
      will govern. 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. 

     

    
      	
              10.

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

            


    

     

    
      	
              11.

            	
              Directors’
                & Officers’ Liability Insurance.
                The Corporation shall use commercially reasonable efforts to provide
                you
                with directors’ and officers’ liability insurance under the policies for
                such insurance arranged by the Corporation from time to time upon
                such
                terms and in such amounts as the Board may reasonably determine in
                its
                discretion.

            


    

     

    
      	
              12.

            	
              No
                Other Compensation or Benefits.
                You expressly acknowledge and agree that unless otherwise expressly
                agreed
                in writing by the Corporation subsequent to execution of this Agreement
                by
                the parties hereto, you shall not be entitled by reason of your employment
                by the Corporation or by reason of any termination of such employment,
                to
                any remuneration, compensation or benefits other than as expressly
                set
                forth in this Agreement.

            


    

     

    
      	
              13.

            	
              Service
                to Employer.
                During your employment under this Agreement you
                will:

            


    

     

    
      	 	
              (a)

            	
              well
                and faithfully serve the Corporation, at all times act in, and promote,
                the best interests of the Corporation, and devote substantially the whole
                of your working time, attention and energies to the business and
                affairs
                of the Corporation;

            


    

     

    
      	 	
              (b)

            	
              comply
                with all rules, regulations, policies and procedures of the Corporation;
                and

            


    

     

    
      	 	
              (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 or a personal holding company, which may include members
                of
                your family as shareholders.

            


    

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              14.

            	
              Termination
                By Employee

            


    

     

    
      	 	
              (a)

            	
              Subject
                to Section 21 (Termination Following Change in Control) you may resign
                as
                EVP and Chief Finance Officer with at least 3 months prior written
                notice
                of the effective date of your resignation. On the giving of any such
                notice, the Corporation shall have the right to elect, in lieu of
                the
                notice period, to pay you a lump sum equal to 3 months’ Base Salary, as
                referred to in Section 3 (Base Salary) and as adjusted from time
                to time
                in accordance with Section 4 (Annual Review), plus other sums owed
                for
                arrears of salary, vacation pay and, if granted pursuant to Section
                5
                (Performance Bonus), bonus.

            


    

     

    
      	 	
              (b)

            	
              If
                the Corporation elects to pay you such lump sum in lieu of the 3
                months’
                notice period, the Corporation shall, subject to the terms and conditions
                of any benefit plans in effect from time to time, maintain the benefits
                and payments set out in Section 6 (Benefits) of this Agreement for
                3
                months after the date of your notice, but in all other respects your
                resignation and the termination of your employment will be effective
                immediately upon your receipt of the lump
                sum.

            


    

     

    
      	
              15.

            	
              Termination
                by the Corporation Without Cause.
                

            


    

     

    
      	 	
              (a)

            	
              The
                Corporation may terminate your employment as EVP and Chief Finance
                Officer
                at any time without Cause (as defined below) by giving you written
                notice
                of the effective date of such termination and in all respects, except
                as
                set out below, your resignation and the termination of your employment
                will be effective immediately.

            


    

     

    
      	 	
              (b)

            	
              If
                your employment is terminated by the Corporation pursuant to this
                Section
                15, unless otherwise determined by the Board, the Corporation shall
                pay to
                you as a lump sum the number of months of Base Salary, as referred
                to in
                Section 3 (Base Salary) and as adjusted from time to time in accordance
                with Section 4 (Annual Review) set out in the table below depending
                upon
                the year of employment in which you are terminated, plus such other
                sums
                owed for arrears of salary, vacation pay and, if granted pursuant
                to
                Section 5 (Performance Bonus),
                bonus:

            


    

    
    

     

    
      	
               

              Year
                of Employment

            	
               

              Lump
                Sum Payment of Base Salary (as adjusted)

            
	 	 
	
              1
                - 2

            	
              6
                months

            
	 	 
	
              2
                - 5

            	
              12
                months

            
	 	 
	
              5
                or more

            	
              12
                months, plus one additional month for each full year of employment
                over 5
                years, up to a maximum of 18 months aggregate


            


    

     

    
      	 	
              (c)

            	
              To
                the extent permitted by law and subject to the terms and conditions
                of any
                benefit plans in effect from time to time, the Corporation shall
                maintain
                the benefits and payments set out in Section 6 (Benefits) of this
                Agreement (the “Maintenance
                Payments”)
                during a period of 6 months following
                termination.

            


    

     

    


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (d)

            	
              If
                you obtain a new source of remuneration for personal services, whether
                through an office, new employment, a contract for you to provide
                consulting or other personal services, or any position analogous
                to any of
                the foregoing, the “Maintenance
                Payments”
                shall terminate forthwith on the date of commencement of such office,
                employment, contract or position. 

            


    

     

    
      	 	
              (e)

            	
              The
                payments of Base Salary and benefits set out in this Section 15 shall
                be
                in lieu of any applicable notice period.


            


    

     

    
      	
              16.

            	
              Termination
                by the Corporation for Cause.
                Notwithstanding Section 14 (Termination by Employee), Section 15
                (Termination by the Corporation Without Cause), or Section 21 (Termination
                Following Change in Control) the Corporation may terminate your employment
                as EVP and Chief Finance Officer for Cause at any time without any
                notice
                or severance. In this Agreement, “Cause”
                shall include, but not be limited to, the
                following:

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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


            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

            	
              intentional
                damage to any property of the
                Corporation;

            


    

     

    
      	 	
              (e)

            	
              any
                other matter constituting just cause at common
                law.

            


    

     

    any
      of which shall entitle the Corporation to terminate your employment under this
      Section 16.

     

    
      	
              17.

            	
              No
                Additional Compensation upon Termination.
                It is agreed that neither you nor the Corporation shall, as a result
                of
                the termination of your employment, be entitled to any notice, fee,
                salary, bonus, severance or other payments, benefits or damages arising
                by
                virtue of, or in any way relating to, your employment or any other
                relationship with the Corporation (including termination of such
                employment or relationship) in excess of what is specified or provided
                for
                in Section 14 (Termination by Employee), Section 15 (Termination
                by the
                Corporation Without Cause), Section 16 (Termination by the Corporation
                for
                Cause), Payment of any amount whatsoever pursuant to Section 14
                (Termination by Employee), Section 15 (Termination by the Corporation
                Without Cause), Section 16 (Termination by the Corporation for Cause),
                shall be subject to the withholding of all applicable statutory deductions
                by the Corporation.

            


    

     

    
      	
              18.

            	
              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
                A.

            


    

     

    


    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
              Disclosure
                of Conflicts of Interest.
                During your employment with the Corporation, you will promptly, fully
                and
                frankly disclose to the Corporation in
                writing:

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    In
      this Agreement the expression “Associate”
      shall include all those persons and entities that are included within the
      definition or meaning of “associate” as set forth in Section 1(1) of the
Company
      Act
      (British Columbia), as amended, or any successor legislation of similar force
      and effect, and shall also include your spouse, children, parents, brothers
      and
      sisters.

     

    
      	
              20.

            	
              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 18 (Disclosure
                of
                Conflicts of Interest) be avoided, and you agree to comply with all
                policies and directives of the Board from time to time regulating,
                restricting or prohibiting circumstances giving rise to interests
                or
                conflicts of the sort described in Section 18 (Disclosure of Conflicts
                of
                Interest). During your employment with the Corporation, without Board
                approval, in its sole discretion, you shall not enter into any agreement,
                arrangement or understanding with any other person or entity that
                would in
                any way conflict or interfere with this Agreement or your duties
                or
                obligations under this Agreement or that would otherwise prevent
                you from
                performing your obligations hereunder, and you represent and warrant
                that
                you or your Associates have not entered into any such agreement,
                arrangement or understanding.

            


    

     

    
      	
              21.

            	
              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 EVP and Chief Finance Officer
                of the
                Corporation in certain circumstances following a “Change in Control” of
                the Corporation (as defined in the Change of Control
                Agreement).

            


    

     

    
      	
              22.

            	
              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
                C
                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;

            


    

     

    


    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (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 23 (Restrictive
                Covenant) below are reasonable and necessary for the proper protection
                of
                the business, property and goodwill of the Corporation and the
                Business.

            


    

     

    
      	
              23.

            	
              Restrictive
                Covenant.
                Subject to the exceptions set out in Schedule
                D
                attached hereto, you agree that you will not, either alone or in
                partnership or in conjunction with any person, firm, company, corporation,
                syndicate, association or any other entity or group, whether as principal,
                agent, employee, director, officer, shareholder, consultant or in
                any
                capacity or manner whatsoever, whether directly or indirectly, for
                the
                Term of Employment and continuing for a period of 6 months from the
                lawful
                termination of your employment, regardless of the reason for such
                termination:

            


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

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

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    


     

    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

    


     

    
      	
              24.

            	
              Remedies.
                You acknowledge and agree that any breach or threatened breach of
                any of
                the provisions of Section 13 (Service to Employer), Section 18
                (Confidentiality and Assignment of Inventions), Section 19 (Disclosure
                of
                Conflicts of Interest), Section 20 (Avoidance of Conflicts of Interest)
                or
                Section 23 (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 24 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.


            


    

     

    
      	
              25.

            	
              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.

            


    

     

    
      	
              26.

            	
              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.

            


    

     

    
      	
              27.

            	
              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.

            


    

     

    
      	
              28.

            	
              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).

            


    

     

    
      	
              29.

            	
              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.

            


    

     

    
      	
              30.

            	
              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.

            


    

     

    


    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              31.

            	
              Surviving
                Obligations.
                Your obligations and covenants under Section 18 (Confidentiality
                and
                Assignment of Inventions), Section 23 (Restrictive Covenant) and
                Section
                24 (Remedies) shall survive the termination of this
                Agreement.

            


    

     

    
      	
              32.

            	
              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.

            


    

     

    
      	
              33.

            	
              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

    Farris,
      Vaughan, Wills & Murphy

    26th
      Floor, 700 West Georgia Street

    Vancouver,
      BC V7Y 1B3

    Attn: R.
      Hector MacKay-Dunn

    


    


     

    If
      to: Bruce Cousins

    Attn
      : Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5, B.C.

     

    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.

     

    
      	
              34.

            	
              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.

            


    

     

    
      	
              35.

            	
              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.

            


    

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              36.

            	
              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/
              R. Glickman
	 	 	 	
              R
                Glickman

            
	
              Accepted
                and agreed to by B Cousins as of the 29th
                May, 2007

            	 	 	 
	 	 	 	 
	/s/
              Bruce Cousins	 	 	 
	
              Bruce
                Cousins

            	 	 	 


    

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    

    



     

    SCHEDULE
      A 

     

    CONFIDENTIALITY
      AGREEMENT AND

    ASSIGNMENT
      OF INVENTIONS

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

     

    PRIVATE
      AND CONFIDENTIAL

     

    29th
      May, 2007

    Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5, B.C.

     

    Dear
      Bruce:

     

    The
      purpose of this letter is to re-confirm and update 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 original employment agreement between you and Aspreva dated
      as
      of 8th
      March 2004

     

    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:

     

    
      	
              2.

            	
              INTERPRETATION

            


      	 	 


      	2.1	Definitions.
              In this Agreement:


    

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

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

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (iii)

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

            


    

     

    
      	 	
              (iv)

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

            


    

     

    
      	 	
              (v)

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

            


    

     

    
      	 	
              (vi)

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

            


    

     

    
      	 	
              (vii)

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

            


    

     

    
      	 	
              (viii)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    


     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

    


     

    


     

    
      	 	
              (c)

            	
              “Work
                Product”
                shall mean any and all Inventions and possible Inventions relating
                to
                Aspreva’s Business resulting from any work performed by you for Aspreva
                that you may invent or co-invent during your involvement in any capacity
                with Aspreva, except those Inventions invented by you entirely on
                your own
                time that do not relate to Aspreva’s Business or do not derive from any
                equipment, supplies, facilities, Confidential Information or other
                information, gained, directly or indirectly, by you from or through
                your
                involvement in any capacity with
                Aspreva.

            


    

     

    
      	 	
              (d)

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

            


    

     

    
      	
              3.

            	
              CONFIDENTIALITY

            


    

     

    3.1                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.

     

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

     

    3.3                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.

            


    

     

    


     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

    


     

    3.4            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.

     

    3.5            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.

     

    3.6            Control
      of Confidential Information and Return of Information.
      All physical materials produced or prepared by you containing Confidential
      Information, including, without limitation, biological material, chemical
      entities, test results, notes of experiments, computer files, photographs,
      x-ray
      film, designs, devices, formulas, memoranda, drawings, plans, prototypes,
      samples, accounts, reports, financial statements, estimates and materials
      prepared in the course of your responsibilities to or for the benefit of
      Aspreva, shall belong to Aspreva, and you will promptly turn over to Aspreva’s
      possession 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.

     

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

     

    3.8            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:

            


    

     

    
      	 	
              (g)

            	
              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;

            


    

     

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (h)

            	
              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;

            


    

     

    
      	 	
              (i)

            	
              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

            


    

     

    
      	 	
              (j)

            	
              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.

            


    

     

    
      	
              4.

            	
              ASSIGNMENT
                OF INTELLECTUAL PROPERTY
                RIGHTS

            


    

     

    4.1                 
      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.

     

    4.2                 
      Assignment
      of Rights.
      Subject only to those exceptions set out in Exhibit A hereto, you will assign,
      and do hereby assign, to Aspreva or, at the option of Aspreva and upon notice
      from Aspreva, to Aspreva’s designee, your entire right, title and interest in
      and to all of your Work Product during your involvement, in any capacity, with
      Aspreva and all other rights and interests of a proprietary nature in and
      associated with your Work Product, including all patents, patent applications
      filed and other registrations granted thereon. To the extent that you retain
      or
      acquire legal title to any such rights and interests, you hereby declare and
      confirm that such legal title is and will be held by you only as trustee and
      agent for Aspreva. You agree that Aspreva’s rights hereunder shall attach to all
      of your Work Product, notwithstanding that it may be perfected or reduced to
      specific form after you have terminated your relationship with Aspreva. You
      further agree that Aspreva’s rights hereunder are worldwide rights and are not
      limited to Canada, but shall extend to every country of the world.

     

    4.3                 
      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.

     

    4.4                 
      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.

     

    


    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

     

    4.5                 
      Assistance.
      You hereby agree to reasonably assist Aspreva, at Aspreva’s request and expense,
      in:

     

    
      	 	
              (a)

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

            


    

     

    
      	 	
              (b)

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

            


    

     

    
      	 	
              (c)

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

            


    

     

    
      	 	
              (d)

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

            


    

     

    4.6                 
      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.

     

    
      	
              5.

            	
              GENERAL

            


    

     

    5.1                 
      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.

     

    5.2                  
      Binding
      Nature of Agreement.
      This Agreement is not assignable by you. You agree that this Agreement shall
      be
      binding upon your heirs and estate.

     

    5.3                  
      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.

     

    5.4                  
      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.

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    5.5                 
      Equitable
      Remedies.
      You acknowledge and agree that a breach by you of any of your obligations under
      this Agreement would result in damages to Aspreva that could not be adequately
      compensated by monetary award. Accordingly, in the event of any such breach
      by
      you, in addition to all other remedies available to Aspreva at law or in equity,
      Aspreva shall be entitled as a matter of right to apply to a court of competent
      jurisdiction for such relief by way of restraining order, injunction, decree
      or
      otherwise, as may be appropriate to ensure compliance with the provisions of
      this Agreement, without having to prove damages to the court.

     

    5.6                  
      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.

     

    5.7                  
      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.

     

    5.8                  
      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.

     

    5.9                  
      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.

     

    5.10 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

    Farris,
      Vaughan, Wills & Murphy

    26th
      Floor, 700 West Georgia Street

    Vancouver,
      BC V7Y 1B3

    Attn: R.
      Hector MacKay-Dunn

    


    


     

    If
      to:

    Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5, B.C.

     

    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
          -

        
          

        

      

      
        
        

      

    

     

    5.11                
      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.

     

    5.12                
      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.

     

    5.13                
      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.

     

    5.14               
      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/ R. Glickman	 	 


    

     

     

    Accepted
      and agreed as of the 29th
      May, 2007

     

     

    
      	
              /s/
                M. Thornton

            	 	
              /s/
                Bruce Cousins

            
	
              Witness
                Signature

            	 	
              Signature
                of employee 

            
	 	 	 
	
              M.
                Thornton

            	 	 
	
              Witness
                Name

            	 	 
	 	 	 
	
              HR
                Director

            	 	 
	
              Occupation

            	 	 
	 	 	 
	
              Aspreva
                Inc.

            	 	 
	
              Address

            	 	 


    

     

    


    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

    



     

    EXHIBIT
      A

     

    EXCLUSION
      FROM WORK PRODUCT

     

    


     

    None

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



     

    EXHIBIT
      B 

    


    


    
      	
              EVP
                & Chief Financial Officer

            


    

    


    Aspreva
      Position:   #0122c

    


    Name:                                      
       Bruce
      Cousins

    


    Reports
      to:                               
CEO

    


    Department:                            
      Finance

    


    Location:   Victoria,
      BC

    


    Purpose
      of Position

    


    The
      EVP
& Chief Financial Officer will be responsible for all company financial
      activities globally and will oversee the operational effectiveness of Aspreva
      via the Executive Management Team

     

    
      Responsibilities:

      
        	
                •

              	
                Build
                  and manage relationships with
                  the
                  investment community, investors, partners, attorneys and
                  vendors

              
	
                •

              	
                Develop
                  and lead financing initiatives

              
	
                •

              	
                Negotiate
                  contracts and equity arrangements

              
	
                •

              	
                Provide
                  direction for accounting, forecast and budget functions ensuring
                  all
                  general economic, business and financial conditions have been
                  considered

              
	
                •

              	
                Direct
                  and control the organization’s overall financial policies for compliance
                  with CDN, US and EU accounting, tax and public reporting
                  requirements

              
	
                •

              	
                Identify
                  and solve problems in international reporting

              
	
                •

              	
                Set
                  treasury direction

              
	
                •

              	
                Provide
                  Strategic Direction to the Finance, Information Systems, Corporate
                  Communications and HR functions.

              
	
                •

              	
                Provide
                  strategic and operational guidance to the Executive management
                  Team and
                  through that team ensure alignment and efficient operation of all
                  aspects
                  of Aspreva

              
	
                •

              	
                Oversee
                  and direct the Business Analytics function globally, supporting
                  Clinical,
                  Finance, Corporate, Commercial and Business Development groups;
                  including
                  provision of forecasting, market research and analytics, business
                  development evaluations and analytics, sales tracking amongst other
                  products delivered.

              
	
                •

              	
                You
                  will agree to comply with all signatory limits as communicated
                  by the
                  finance function on behalf of the company.

              
	
                •

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

              


      

      


      Requirements:

      
        	
                •

              	
                5
                  to 10 years experience in a globally oriented organization in a
                  financial
                  management role, preferably in the pharmaceutical industry
                  

              
	
                •

              	
                Extensive
                  public company experience is preferred

              
	
                •

              	
                MBA
                  and/or Professional Accounting designation 

              
	
                •

              	
                An
                  intelligent, creative and articulate individual who can relate
                  to people
                  at all levels of an organization and possesses excellent communication
                  skills

              
	
                •

              	
                Energetic
                  and enthusiastic, with the drive and determination to improve quality
                  at
                  every level and the business acumen to manage complex issues and
                  environments

              


      

      


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Position
      Description Sign-off

     

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

            	 
	 	 	 	 
	 	 	 	 
	Employee:
	
              /s/
                Bruce Cousins

            	
              Date:

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

            
	 	 	 	 
	 	 	 	 
	
              Manager:

            	
              /s/
                R. Glickman

            	
              Title:
                

            	 
	 	 	 	 
	 	 
	
              Human
                Resources:

            	 
	 	 	 	 
	 	 	 	 
	Signature:	
              /s/
                M. Thornton

            	
              Date:

            	 


    

     

     

     

    
      
        
        

      

      
        -
          2
          -

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
      B

     

    ASPREVA
      PHARMACEUTICALS CORPORATION

     

    As
      of 29th
      May, 2007

     

    


    Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5, B.C.

     

    Dear
      Bruce:

     

    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 2), 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:




    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

    


     

    (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 16
      (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.

     

    
      
        
        

      

      
        -
          4
          -

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

      
      (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.

            


      	 	 	 


      	 	
            	
            


    

     

    


     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

    


     

    
      	 	
              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, the following
      payments in full satisfaction of any and all claims you may have or then may
      have against the Corporation, for remuneration, fees, salary, benefits, bonuses
      or severance, arising out of or in connection with your employment by the
      Corporation or the termination of your employment:

     

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

     

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

     

                  
      (i)         subject
      to the withholding of all applicable statutory deductions, the Corporation
      shall
      pay you a lump sum equal to 12 months’ Base Salary, as referred to in Section 3
      (Base Salary) and as adjusted from time to time in accordance with Section
      4
      (Annual Review) of the Employment Agreement, plus other sums owed for arrears
      of
      salary, vacation pay and, if awarded, Bonus; 

     

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

     

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

     

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

     

    You
      shall not be required to mitigate the amount of any payment provided for in
      this
      Section 4 by seeking other employment or otherwise, nor will any sums actually
      received be deducted.

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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

    Farris,
      Vaughan, Wills & Murphy

    26th
      Floor, 700 West Georgia Street

    Vancouver,
      BC V7Y 1B3

     

    Attn: R.
      Hector MacKay-Dunn

     

    


     

    If
      to Mr. Bruce Cousins:

    Bruce
      Cousins

    4505
      Emily Carr Dr

    Victoria.
      V8X 2N5. 

    B.C.

     

    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.

     

    
      	 	
              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.

     

    
      
        
        

      

      
        -
          7
          -

        
          

        

      

      
        
        

      

    

     

    
      	 	
              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/
                  R. Glickman

              
	 	 	 	
                Authorized
                  Signatory

              
	
                Accepted
                  and agreed to by Mr.Bruce Cousins as of the 29th
                  May, 2007

              	 	 	 
	 	 	 	 
	
                /s/
                  Bruce Cousins

              	 	 	 
	
                Mr.
                  Bruce Cousins

              	 	 	 


      

       

    

    


    


    
      
        
        

      

      
        -
          8
          -

        
          

        

      

      
        
        

      

    

    


     

    SCHEDULE
      C 

     

    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 less common and rare diseases and conditions
      and orphan drugs as defined by the U.S. Orphan
      Drug Act.

    


    
      
        
        

      

      
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    SCHEDULE
      D 

    


    EXCEPTION
      TO RESTRICTIVE COVENANT

    


    


    


    MedBioGene

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Aspreva
      Pharmaceuticals Canadian Information Technology Acceptable Use Policy
      (CA)

    


    Issued
      Date: Aug 24 2004

    Effective
      Date: Jan
      01 2005

    


    


    Acceptable
      Use Agreement Acknowledgement

    


    Please
      read the following statements and sign below to indicate your receipt and
      acknowledgment of the Aspreva Pharmaceuticals CA Information Technology
      Acceptable Use Policy.

     

    
      	
              •

            	
              I
                have received access to a copy of the Aspreva Pharmaceuticals CA
                Information Technology Acceptable Use Policy. I understand that the
                policy
                described is subject to change at the sole discretion of Aspreva
                at any
                time. I understand that nothing contained in this policy or this
                acknowledgment page, in whole or in part, shall act as a contract
                or
                guarantee of employment.

            


    

     

    
      	
              
                
                  
                    •

                  

                

              

            	
              I
                agree to follow and be bound by the rules and regulations of Aspreva
                at
                all times during my employment with Aspreva
                Pharmaceuticals.

            


    

     

    
      	
              •

            	
              I
                understand that my signature below indicates that I have read and
                understand the above statements and have received access to a copy
                of the
                Aspreva Pharmaceuticals CA Information Technology Acceptable Use
                Policy.

            


    

     

    A
      signed copy of this page should be forwarded to Human Resources. If you have
      any
      questions, please see Human Resources.

     

    
      	
              /s/
                Bruce Cousins

            	 	
              EVP
                & CFO

            
	Employee’s Signature	 	Position
	 	 	 
	
              B.
                Cousins

            	 	
              May
                30, 2007

            
	Printed Name	 	Date


    

     

    
 

    
      
        
        

      

      
        -
          2
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    Acceptable
      Use Policy

    


    

      
        	
                1.0     Purpose:

              	
                4

              
	
                2.0     Revision
                  History:

              	
                4

              
	
                3.0     Persons,
                  Groups, & Systems Affected:

              	
                4

              
	
                4.0     Policy:

              	
                4

              
	
                5.0     Definitions:

              	
                7

              
	
                6.0     Responsibilities

              	
                7

              
	
                7.0     Technical

              	
                8

              
	
                8.0     Security

              	
                8

              
	
                9.0     Procedures

              	
                8

              


      

    

     

    
      
        
        

      

      
        -
          3
          -

        
          

        

      

      
        
        

      

    

    Acceptable
      Use Agreement Acknowledgement

     

    
      	
              6.

            	
              1.0
                PURPOSE: 

            


    

    This
      policy identifies acceptable use of information technology resources of Aspreva,
      provides awareness of expected end-user behavior, and is also intended to
      safeguard IT resources. This policy requires that end-users maintain respect
      for
      the privacy of personal information at all times. A cooperative effort from
      every employee is necessary to prevent misuse, eliminate the risk of liability
      to the Corporation, and promote the efficient utilization of IT resources and
      information technology services. All existing Corporation policies apply to
      the
      use of IT resources. 

     

    
      	
              7.

            	
              2.0
                REVISION HISTORY:

            


    

    
      	
              Date
                

            	
              Revision
                Number 

            
	
              Aug
                25 2004

            	
              03

            


    

     

    
      	
              8.

            	
              3.0
                PERSONS, GROUPS, & SYSTEMS
                AFFECTED:

            


    

    3.1
      All Aspreva computer end-users; including employees, interns or co-ops, vendors,
      contractors, and volunteers.

    3.2
      Corporation hosted application service users at home, traveling, or wireless
      access points.

    3.3
      System and network administrators.

    3.4
      Lead-workers, supervisors, administrators, and management at all
      levels.

    3.5
      All mobile devices and their users, such as Blackberries, Palms or
      Ipaqs.

    3.6
      All computing equipment, desktop computers, projectors, laptops, phones,
      devices, systems, servers, and data networks and any peripherals of stated
      equipment.

     

    
      	
              9.

            	
              4.0
                POLICY:

            


    

    4.1
      A primary function of Aspreva Information Services is to provide and support
      end-user computing devices, systems, applications, and network communications
      resources. These resources are for the official use by employees and others
      to
      meet the daily operational and business requirements of departments, offices,
      and the sub-offices of Aspreva Pharmaceuticals Corporation. Information
      technology resources provided to employees and others are for the purpose of
      delivering services to the Corporation’s diverse groups of customers in a more
      efficient manner. No personal or personnel information is to be kept on the
      network outside of the Human Resources file data. The Human Resource files
      are
      properly safeguarded against intrusion and access by unauthorized personnel.
      Employees
      should have no expectations of personal privacy protection when using
      Corporation owned IT resources. The Corporation may monitor and investigate
      complaints regarding the use of IT resources to ensure compliance with this
      policy and other Corporation policies and procedures. The Corporation reserves
      the right to inspect all files stored in private areas of its network in order
      to ensure compliance with this policy.

    4.2
      Acceptable uses of IT resources include:

    A.
      Uses authorized by department business processes, with the exception of items
      listed in section 4.3.

    B.
      Personal use by employees and others for interaction with human resource, time
      accounting, compensation, and employee benefits and health administration
      programs managed by or administered for Aspreva. Personal use is also permitted
      during meal breaks provided that this policy is otherwise adhered to and such
      use does not interfere with job duties or the business interests of the
      Corporation. 

    C.
      Access to information and data made available on Aspreva’s Internet
      Website.

     

    
      
        
        

      

      
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          4
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    D.
      Use of applications or access to information provided for general audience
      use
      on enterprise intranet hosts, called AsprevaNET.

    E.
      Access to Internet hosted on-line reference and information sources such as
      phone directories, on line dictionaries, or mapping and weather services if
      such
      use adds value to the business unit, increases employee efficiency, or legally
      avoids costs that would otherwise be incurred by Aspreva for such referenced
      services.

    F.
      Statutory and regulatory activities.

    G.
      Use of Web conferencing equipment for use with Aspreva employees for sanctioned
      business unit processes.

    4.3
      Unacceptable uses of IT resources include (but are not limited to):

    A.
      Any use of computer equipment that violates Canadian or international laws
      and
      regulations (including copyright laws and other intellectual property laws)
      or
      the Corporation’s policies and procedures (including harassment policies).
      Computer end-users and their direct supervisors must be aware of and be
      accountable for the elements of these laws, regulations, policies, and
      procedures as they affect daily work and responsibilities related to the use
      of
      IT resources utilized within their line of business work group.

    B.
      Creating or forwarding of Chain Mail or Mass Mail regardless of content, sources
      or destinations. The posting corporation information to external email accounts,
      newsgroups, or bulletin boards or other public forums without
      authority.

    C.
      Using equipment for personal profit, personal email, unauthorized solicitation,
      political fundraising, gambling activity, non-business related instant messaging
      or chat room discussions, or downloading or displaying offensive or sexually
      explicit or otherwise inappropriate or offensive material, downloading
      entertainment software, games and other non-business related files, or sending
      threatening, harassing or disruptive messages.

    D.
      Any use that violates public safety or compromises the privacy of persons or
      their legally protected personal information.

    E.
      Hacking systems and databases or acting to disrupt systems or cause unnecessary
      network congestion or application delays. Use of IT resources to propagate
      any
      virus, worm, Trojan Horse or back door program code.

    F.
      Use of any remote control software on any internal or external host personal
      computers or systems not specifically set up by IT staff or using methods not
      authorized by standard policy.

    G.
      Any unnecessary consumption of data bandwidth, network resources, or computer
      processor time.

    H.
      Storing non-business related data or information on a Corporation device or
      storage medium.

    I.
      Installation any program or data on any Corporation device not authorized or
      approved by the IT department.

    4.4
      All employees and other computer end users shall be made aware of this policy
      and educated about its content and the impact of violations of acceptable use
      criteria.

    A.  
      Awareness and education:

    (1)
      Each end user is required to acknowledge each revision of this policy in
      writing.

    (2)
      Log in screen agreements are annually required for reminding employees of this
      and similar policies directly affecting end-users. These reminders will be
      presented on screen prior to or during the login routine.

    (3)
      IT resources training sponsored by Aspreva may include a segment on this policy
      and good cyber-citizenship.

    (4)
      Application specific security rules and procedures mandated by Aspreva as well
      as federal and provincial laws and regulations (e.g., British Columbia’s
      Personal Information Protection Act) must also be rigorously adhered to in
      order
      to safeguard legally protected data resources from compromise and should be
      a
      part of Corporation sponsored privacy and security awareness
      efforts.

     

    
      
        
        

      

      
        -
          5
          -

        
          

        

      

      
        
        

      

    

    (5)
      Every user should perform due diligence measures to contribute to a
      professional, safe, pleasant, and non-offensive IT user environment. . E-mail
      and other information may still remain on your PC after deletion.

    (6)
      End users are reminded that it is inappropriate to reveal confidential
      Corporation information, customer data, trade secrets and any other material
      covered by existing Corporation secrecy policies and procedures.

    (7)
      Violation of this policy may result in Corporation-administered discipline
      up to
      and including discharge, dismissal or termination. Criminal or civil action
      may
      be initiated in appropriate instances. The Corporation will cooperate with
      any
      legitimate law enforcement activity.

    (8)
      Every user should be aware the corporation logs all internet, intranet, email,
      blackberry, port and protocol, and application traffic. This logging even occurs
      while the user is using a VPN connection from outside the corporation. A VPN
      connection is using Corporation resources, and is logged
      accordingly.

    B.  Inadvertent
      and Erroneous use - End-users inadvertently directed to a web site that violates
      laws, regulations, or polices may claim erroneous use. Mistakes occur when
      using
      IT resources without any employee intent to violate policy. A claim of this
      type
      is only substantiated by connection times measured in seconds, rather than
      minutes when found in network, system, or application log audits done to verify
      or detect abuse. Report an inadvertent occurrence to supervisors or managers
      when un-intentional misuse occurs. Self-reporting is encouraged and may be
      done
      without consequence.

     

    
      
        
        

      

      
        -
          6
          -

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	5.0 DEFINITIONS:


    

    Corporation
      or Aspreva - Aspreva Pharmaceuticals Corporation, including any subsidiaries,
      affiliates or associates.

    CFO
      - Chief Financial Officer

    CIO
      - Chief Information Officer

    Business
      Units - Supervised areas of related work responsibility as explicitly defined
      and delegated to them by corporation directors, boards, or commissions of
      Aspreva Pharmaceuticals. 

    Chain
      Mail- unauthorized non-business related e-mail to large groups, the GAL address
      book, or to unspecific destination addresses that suggest that the receiver
      should further disseminate the message.

    Due
      Diligence - activities that ensure the protection mechanisms are continually
      maintained, operational and applicable to corporation and federal
      laws.

    Employees
      or computer end-users - includes the broad range of persons who are supplied
      with any IT resources or application access by IT staff to accomplish
      Corporation work and include all corporation employees; including interns or
      co-ops, vendors, contractors, volunteers who are given password access to
      specific Aspreva Pharmaceuticals hosted applications.

    Hacking
      - Gaining or trying to gain unauthorized access to systems and databases either
      internal or external to Aspreva Pharmaceuticals Corporation computer systems
      or
      networks for the purpose of viewing, stealing, or corrupting data.

    IT
      resources - Data networks (over any media type); computer devices including:
      servers, hosts, laptops, desktops, Blackberries, handheld, or tablet pc;
      communication devices: phone, web phones, or pagers; and software applications
      accessed with any interface device.

    Mass
      Mail- authorized Aspreva business related e-mail to large groups or the whole
      GAL address book..

     

    
      	
              11.

            	
              6.0
                RESPONSIBILITIES

            


    

    6.1
      Employee end-users - must read this document, understand the expectations and
      take personal responsibility for adhering to the provisions of this policy.
      Each
      end-user will be required to acknowledge receipt of this policy and any
      corporation specific addendums. All
      categories of employees must realize that misuse or abuse of IT resources may
      lead to an investigation by the Corporation and the initiation of legal or
      disciplinary actions. Be aware that computers assigned to you may also be
      removed from your office area for analysis.

    6.2
      Agents, contract staff, vendors, and volunteers - are required to adhere to
      this
      policy, acknowledge an awareness and understanding of this policy.

    6.3
      Supervisors, managers, or directors - make up the first line of accountability
      for staff compliance with this policy and shall require that all staff under
      their management read, and acknowledge and abide by the provisions of this
      policy

    6.4
      Corporation Human Resources - shall support supervisors and managers as needed
      in the awareness and disciplinary enforcement of this policy.

    6.5
      IT staff - shall report suspected violations to Security when found in the
      normal course of system support activity and assist management with audits
      and
      enforcement actions when requested to do so.

    6.6
      Security - shall receive and document reports of suspected abuse from any source
      and act as necessary on each reports. Security shall plan and supervise periodic
      system and network audits to detect potential abuse and shall use these audits
      to identify and investigate non-compliance with the provisions of this policy.
      Report incidents of abuse to corporation CIO, corporation Human Resources
      liaison, and corporation internal auditor, and where abuse may involve criminal
      activity to appropriate Aspreva Pharmaceuticals or other law enforcement
      officials. Assist in the collection and preservation of digital forensic
      evidence when requested by law enforcement officials.

     

    
      
        
        

      

      
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    6.7
      Corporation Business Units - shall ensure that all aspects of this policy and
      standards are communicated to staff within their divisions and work
      groups.

    6.8
      Contracts Management and Purchasing Division - Holds the responsibility to
      communicate this policy to vendors and contract staff that will be using IT
      resources, emphasizing the need for ensuring compliance with this policy.
      Purchasing process shall include contract language requiring vendors’ staff to
      follow this policy, and require that all vendor staff acknowledge this
      agreement.

     

    
      	
              12.

            	
              7.0
                TECHNICAL

            


    

    7.1.
      User IDs and passwords help maintain individual accountability for IT resource
      usage. Any employee or other end user who obtains a password or ID for an IT
      resource from the Corporation must keep that password confidential. Corporation
      policy prohibits the sharing of user IDs or passwords obtained for access to
      Internet sites. 

    7.2.
      Employees and other end users should schedule communications-intensive
      operations such as large file transfers, video downloads, mass emailings and
      the
      like, for off-peak times.

     

    
      	
              13.

            	
              8.0
                SECURITY

            


    

    8.1.
      The Corporation has installed an Internet firewall to assure the safety and
      security of the Corporation’s networks. Any employee who attempts to disable,
      defeat or circumvent any Corporation security facility will be subject to
      immediate dismissal.

    8.2.
      Files containing sensitive Corporation data, as defined by existing corporate
      data security policy, that are transferred in any way across the Internet must
      be encrypted.

    8.3.
      Only those Internet services and functions with documented business purposes
      for
      the Corporation will be enabled at the Internet firewall.

     

    
      	
              14.

            	
              9.0
                PROCEDURES

            


    

    This
      policy sets a minimum level of conformance that will be implemented across
      the
      Aspreva enterprise. Corporation work rules should support this policy direction
      and provide departmental guidance on how violations will be handled. Work rules
      or policies that are consistent need not be reissued. Departments desiring
      to
      implement more restrictive policies regarding information technology resources
      may do so by coordinating with Security prior to implementation

     

    
 

     

     

     

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