ex1038.htm


    Exhibit
      10.38


    ASPREVA
      PHARMACEUTICALS

     

    
      Personal
        & Confidential

       

      24,
        September, 2007

       

      
        Dr.
          Usman Azam

      

    

    3622
      Green ridge Road

    Furlong,
      Pennsylvania, 18925, USA

    


    


    Dear
      Oz,

    


    


    This
      will serve to confirm our recent discussions to amend your employment agreement
      dated January 6, 2007, to reflect our mutual agreement for your work location
      to
      now be based in Basking Ridge, New Jersey. This change will be effective October
      1, 2007.  This letter (the “Addendum”) sets
      forth the substance of the changes to the letter agreement and between you
      and
      Aspreva Pharmaceuticals Corporation (the
“Corporation”) dated 6, January, 2007 (the
“Employment Agreement”), between you and
      the
      Corporation and to Schedules A (“Confidentiality
      Agreement”) and B (“Change in Control
      Agreement” ) thereto (collectively the
“Schedules”).  All Capitalized Terms not
      defined in this Addendum that are defined in the Employment Agreement or the
      Schedules, shall have the same meaning as defined in the Employment Agreement
      and/or the Schedules as the context requires.

    


    The
      Employment Agreement is amended as follows:

    


    1.           Since
      you are not relocating to Victoria, Canada, you
      are no longer eligible for any relocation assistance or tax assistance pursuant
      to Section 2(i) (ii) and (iii), Section 6(b) or Section 10 of the Employment
      Agreement.

     

    2.           The
      benefits referenced in Section 6(a) of the Employment Agreement will be those
      benefits offered to United States based employees for which you are
      eligible.

     

    3.           Section
      13(b) will be applicable only to the extent benefit continuation is permitted
      by
      the terms of the United States benefit plans in which you participate and
      applicable U.S. law.

     

    4.           Section
      26 is amended as to read as follows: This Agreement shall be governed by and
      interpreted in accordance with the laws of the State of New Jersey and
      applicable laws of the United States and the parties hereto agree to the
      exclusive jurisdiction of the state and federal courts of New Jersey; provided,
      however that the reference to “just cause at common law” in Section 15(e) shall
      refer to the common law of the Province of British Columbia and of
      Canada.

     

    5.           The
      reference to “Schedule A” in Section 18 shall refer to Schedule A as amended by
      this Addendum.

     

    The
      Confidentiality Agreement shall be amended as follows:

     

    6.           The
      reference to “Moral Rights” in Section 4.3 shall be amended to include Moral
      Rights under both United States and Canadian copyright law.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.           Section
      5.13 shall be amended to read as follows:  This Agreement shall be
      governed by and interpreted in accordance with the laws of the State of New
      Jersey and applicable laws of the United States and the parties hereto agree
      to
      the exclusive jurisdiction of the state and federal courts of New
      Jersey.

     

    The
      Change in Control Agreement is amended as follows:

     

    8.           The
      definition of Good Reason in Section 2 is amended to read as
      follows:

     

    “Good
      Reason” shall mean the occurrence of one or more of the following events, all of
      which for purposes of this provision shall constitute a material breach of
      the
      Employment Agreement between you and the Corporation, without your express
      written consent, within 12 months of Change in Control:

     

    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;

     

    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;

     

    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;

     

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

     

    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.

     

    
      	
               

            	 	
              “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.  Notice of Termination must be given by you within
                sixty (60) days of the occurrence of Good Reason.  Following
                your notice, the Corporation shall have thirty (30) days to cure
                the
                circumstances constituting Good Reason.  In the absence of cure,
                your resignation shall take effect thirty (30) days following your
                notice.

            


    

     

    


    9.           Section
      4 is amended to clarify that the compensation for which you are eligible
      pursuant to that Section is in lieu of, and not in addition to, any compensation
      for which you are otherwise eligible pursuant to the Employment
      Agreement.

     

    10.           Section
      8 is amended as follows:  This Agreement shall be governed by and
      interpreted in accordance with the laws of the State of New Jersey and
      applicable laws of the United States and the parties hereto agree to the
      exclusive jurisdiction of the state and federal courts of New
      Jersey.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Other
      than as set provided in this Addendum, the Employment Agreement and the
      Schedules will otherwise remain in full force and effect.  This
      Addendum may not be modified or amended except in a writing signed by both
      you
      and a duly authorized officer of the Corporation.  This Addendum will
      bind the heirs, personal representatives, successors and assigns of both you
      and
      the Company, and inure to the benefit of both you and the Corporation, their
      heirs, successors and assigns.  If any provision of this Addendum is
      determined to be invalid or unenforceable, in whole or in part, this
      determination will not affect any other provision of this Addendum or of the
      Employment Agreement and the Schedules and the provision in question will be
      modified by the court so as to be rendered enforceable.  This Addendum
      will be deemed to have been entered into and will be construed and enforced
      in
      accordance with the laws of the State of New Jersey as applied to contracts
      made
      and to be performed entirely within New Jersey.

     

    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.

     

    
      	 	Yours
              truly,	 
	 	 	 
	 	ASPREVA
              PHARMACEUTICALS
              CORPORATION	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ J.
              William Freytag	 
	 	 	J.
              William Freytag	 
	 	 	 	 
	 	 	 	 


    

     

    Accepted
      and agreed to by Usman Azam as of the 24th September,
      2007

     

     

    /s/
      Usman Azam

    
      
        

      
Dr.
      Usman Azam