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Exhibit 10.12
SCHEDULE B
ASPREVA PHARMACEUTICALS CORPORATION
As of 29
th
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:
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.
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a.
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“Affiliate” means a corporation that is an affiliate of
the Corporation under the
Securities Act
(British Columbia), as amended from time to time.
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b. |
“Change in Control” of the Corporation shall be
deemed to have occurred: |
(i)
if a merger, amalgamation, arrangement, consolidation,
reorganization or transfer takes place in which Equity Securities
of the Corporation possessing more than 50% of the total combined
voting power of the Corporation’s outstanding Equity
Securities are acquired by a person or persons different from the
persons holding those Equity Securities immediately prior to such
transaction, and the composition of the Board following such
transaction is such that the directors of the Corporation prior to
the transaction constitute less than 50% of the Board membership
following the transaction, except that no Change in Control will be
deemed to occur if such merger, amalgamation, arrangement,
consolidation, reorganization or transfer is with any subsidiary or
subsidiaries of the Corporation;
(ii)
if any person, or any combination of persons (different from those
person(s) holding Equity Securities prior to the date hereof)
acting jointly or in concert by virtue of an agreement,
arrangement, commitment or understanding shall acquire or hold,
directly or indirectly, 50% or more of the voting rights attached
to all outstanding Equity Securities; or
(iii)
if any person, or any combination of persons (different from those
person(s) holding Equity Securities prior to the date hereof)
acting jointly or in concert by virtue of an agreement,
arrangement, commitment or understanding shall acquire or hold,
directly or indi
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