EXHIBIT 10.25 INDEMNITY AGREEMENT THIS AGREEMENT is entered into on the ________day of ___________ 2005. BETWEEN: ASPREVA PHARMACEUTICALS CORPORATION, a company incorporated under the laws of British Columbia, and having its address at 2500 - 700 West...Indemnification Agreement • February 11th, 2005 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
1. INTERPRETATION.............................................................. .................. 2 1.1 Definitions........................................... ............................... 2 1.2 Other Words and...Shareholder Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
SCHEDULE BChange in Control Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
EXHIBIT 10.18 CONSULTING AGREEMENT THIS AGREEMENT made as of the 28th day of January, 2002, AMONG: ASPREVA PHARMACEUTICALS CORPORATION, a corporation incorporated under the laws of Canada, and having its address at 2600 - 700 West Georgia Street,...Consulting Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
Common SharesPurchase Agreement • March 1st, 2005 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • New York
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT ASPREVA PHARMACEUTICALS CORPORATIONRegistration Rights Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
EXHIBIT 10.16 EXECUTIVE EMPLOYMENT AGREEMENT ASPREVA PHARMACEUTICALS CORPORATION PRIVATE AND CONFIDENTIALExecutive Employment Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
EXHIBIT 10.24 GENERAL SECURITY AGREEMENT 1. SECURITY INTEREST (a) For value received, the undersigned ("Debtor"), hereby grants to ROYAL BANK OF CANADA ("RBC"), a security interest (the "Security Interest") in the undertaking of Debtor and in all of...General Security Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP
EXHIBIT 4.2 ASPREVA PHARMACEUTICALS CORPORATION SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of February 4, 2005Shareholder Rights Plan Agreement • February 11th, 2005 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
AGREEMENTDirector Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
STOCK OPTION AGREEMENTStock Option Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP
ARTICLE 1 DEFINITIONSCollaboration and Promotion Agreement • March 1st, 2005 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • New York
SCHEDULE B ASPREVA PHARMACEUTICALS CORPORATIONChange in Control Agreement • February 26th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
Aspreva Pharmaceuticals Corporation (the “Corporation”) considers it essential to the best interests of its members to foster the continuous employment of its senior executive officers. In this regard, the Board of Directors of the Corporation (the “Board”) has determined that it is in the best interests of the Corporation and its members that appropriate steps should be taken to reinforce and encourage management’s continued attention, dedication and availability to the Corporation in the event of a Potential Change in Control (as defined in Section 3), without being distracted by the uncertainties which can arise from any possible changes in control of the Corporation.
SCHEDULE B ASPREVA PHARMACEUTICALS CORPORATIONChange in Control Agreement • June 5th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
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.
William M. Burns F. Hoffmann-La Roche Ltd Grenzacherstrasse 124 CH-4070 Basel, SwitzerlandFourth Amendment to the Cellcept® Collaboration and Promotion Agreement • November 6th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations
Re: Fourth Amendment to the CellCept® Collaboration and Promotion Agreement by and between Aspreva Pharmaceuticals SA (“Aspreva”), F.Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (collectively, “Roche”), dated as of July 18, 2003, as amended (the “Agreement”)
EXHIBIT 10.5 2002 ASPREVA INCENTIVE STOCK PURCHASE PLAN TRUST AGREEMENT THIS AGREEMENT AMENDED AND RESTATED as of the 28th day of January, 2002 B E T W E E N: ASPREVA PHARMACEUTICALS CORP., a corporation incorporated under the laws of Canada (the...2002 Aspreva Incentive Stock Purchase Plan Trust Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
SCHEDULE B ASPREVA PHARMACEUTICALS CORPORATIONChange in Control Agreement • July 16th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
EXECUTIVE EMPLOYMENT AGREEMENT ASPREVA PHARMACEUTICALS CORPORATIONExecutive Employment Agreement • July 17th, 2006 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
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:
ASPREVA PHARMACEUTICALSEmployment Agreement • June 5th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
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.
INDEMNITY AGREEMENTIndemnification Agreement • October 23rd, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
WHEREAS, the Indemnitee has agreed to serve, or to continue to serve, as a Director or Officer, subject to the Company providing the Indemnitee with the indemnity provided herein;
EXHIBIT 10.2 AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT AMENDING AGREEMENT THIS AGREEMENT is dated effective (the "Effective Date") of the 9th day of August 2004, AMONG: ASPREVA PHARMACEUTICALS CORPORATION, a corporation incorporated under the laws...Shareholder Agreements • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
COMBINATION AGREEMENT AMONG GALENICA AG, GALENICA CANADA LTD., AND ASPREVA PHARMACEUTICALS CORPORATION October 17, 2007Combination Agreement • October 18th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
THIS COMBINATION AGREEMENT dated as of October 17, 2007, is entered into by and among Galenica AG, a corporation existing under the laws of Switzerland (“Parent”), Galenica Canada Ltd., a corporation existing under the laws of the Province of British Columbia (“Acquisitionco”), and Aspreva Pharmaceuticals Corporation, a corporation existing under the laws of the Province of British Columbia (the “Company”).
William M. Burns F. Hoffmann-La Roche Ltd Grenzacherstrasse 124 CH-4070 Basel, SwitzerlandCollaboration and Promotion Agreement • November 6th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations
As a follow up to our recent discussions with you and your team regarding our CellCept® Collaboration and Promotion Agreement dated July 18, 2003, as amended (“Collaboration Agreement”), this letter (“Letter Agreement”) sets forth certain understandings and agreements reached by Aspreva and Roche with respect to activities undertaken by Roche to develop and commercialize CellCept for autoimmune indications (“ROW Activities”). The ROW Activities consist of the following:
THIS AGREEMENT made as of the 11th day of January, 2006 SETTLEMENT AGREEMENT & RELEASESettlement Agreement • February 16th, 2006 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations
THIS AGREEMENT WITNESSES THAT in consideration of the promises and the mutual covenants herein contained, the parties do hereby agree with each other as follows:
SCHEDULE B ASPREVA PHARMACEUTICALS CORPORATIONChange in Control Agreement • October 25th, 2006 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
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.
ASPREVA PHARMACEUTICALSEmployment Agreement • September 26th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations
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.
EMPLOYMENT AGREEMENT ASPREVA PHARMACEUTICALS CORPORATION 1203- 4464 Markham Street Victoria, BC. V8Z 7X8Employment Agreement • July 16th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
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:
EXHIBIT 10.13 TRUST SHARE TRANSFER AGREEMENT BETWEEN: RICHARD M. GLICKMAN, an individual resident in the Province of British Columbia (the "TRUSTEE") AND: BRUCE G. COUSINS, an individual resident in the Province of British Columbia (the "TRANSFEREE")...Trust Share Transfer Agreement • January 24th, 2005 • Aspreva Pharmaceuticals CORP • British Columbia
EXHIBIT 10.19 FIDUCIARY CONTRACT / MANDATEFiduciary Contract / Mandate • January 24th, 2005 • Aspreva Pharmaceuticals CORP
EXECUTIVE EMPLOYMENT AGREEMENT Aspreva Pharmaceuticals IncExecutive Employment Agreement • October 25th, 2006 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • New Jersey
This Agreement confirms the terms and conditions of your employment by Aspreva Pharmaceuticals Inc (the “Corporation”) and will constitute your employment agreement (the “Agreement”). Those terms and conditions are set out below. We also seek to complete pre-employment, an appropriate medical check, drug screen and criminal check.
EMPLOYMENT AGREEMENT ASPREVA PHARMACEUTICALS CORPORATION 1203- 4464 Markham St. Victoria BC. V8Z 7X8Employment Agreement • February 26th, 2007 • Aspreva Pharmaceuticals CORP • Pharmaceutical preparations • British Columbia
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:
