sch13d.htm

0001341004-07-002859.txt : 20071029 0001341004-07-002859.hdr.sgml : 20071029 20071029153617 ACCESSION NUMBER: 0001341004-07-002859 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071029 DATE AS OF CHANGE: 20071029 GROUP MEMBERS: GALENICA CANADA LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aspreva Pharmaceuticals CORP CENTRAL INDEX KEY: 0001314026 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980435540 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80606 FILM NUMBER: 071196441 BUSINESS ADDRESS: STREET 1: 1203-4464 MARKHAM STREET CITY: VICTORIA STATE: A1 ZIP: V8Z 7X8 BUSINESS PHONE: (250) 744-2488 MAIL ADDRESS: STREET 1: 1203-4464 MARKHAM STREET CITY: VICTORIA STATE: A1 ZIP: V8Z 7X8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Galenica AG CENTRAL INDEX KEY: 0001416422 IRS NUMBER: 000000000 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: UNTERMATTWEG 8 CITY: BERNE STATE: V8 ZIP: CH-3027 BUSINESS PHONE: 41 58 852 81 11 MAIL ADDRESS: STREET 1: UNTERMATTWEG 8 CITY: BERNE STATE: V8 ZIP: CH-3027 SC 13D 1 sch13d.htm SCHEDULE 13D sch13d.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ASPREVA PHARMACEUTICALS CORPORATION

__________________________________________________________________________________

(Name of Issuer)

COMMON STOCK, WITHOUT PAR VALUE

__________________________________________________________________________________

(Title of Class of Securities)

04538T 10 9

________________________________________________________________________________

(CUSIP Number)

Rolf Henzi

General Counsel

Galenica AG

Untermattweg 8

3027 Berne, Switzerland

+41 58 852 81 11

______________________________________________________________

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 17, 2007

_________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

1.	Names of Reporting Persons. Galenica AG
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) WC, OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization Switzerland
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,313,501 shares of Common Stock (inclusive of 855,183 shares subject to outstanding options)⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,313,501 shares of Common Stock⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 31.4%
14.	Type of Reporting Person (See Instructions) CO

(1) Beneficial ownership of the above referenced Common Stock is being reported hereunder solely because the Reporting Person may be deemed to have beneficial ownership of such Common Stock as a result of the Support Agreements described below. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any of any Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

1.	Names of Reporting Persons. Galenica Canada Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]
6.	Citizenship or Place of Organization British Columbia, Canada
Number of Shares Beneficially Owned by Each Reporting Person with		7.	Sole Voting Power 0
		8.	Shared Voting Power 11,313,501 shares of Common Stock (inclusive of 855,183 shares subject to outstanding options)⁽¹⁾
		9.	Sole Dispositive Power 0
		10.	Shared Dispositive Power 0
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 11,313,501 shares of Common Stock⁽¹⁾
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13.	Percent of Class Represented by Amount in Row (11) 31.4%
14.	Type of Reporting Person (See Instructions) CO

Item 1. Security and Issuer

The class of equity securities to which this statement relates is the common stock, without par value (the "Common Stock"), of Aspreva Pharmaceutical Corporation, a corporation existing under the laws of the Province of British Columbia, Canada (the "Issuer"). The principal executive offices of the Issuer are located at 1203-4464 Markham Street, Victoria, British Columbia, Canada V8Z7X8.

Item 2. Identity and Background.

This statement is being filed jointly, pursuant to a joint filing agreement included as Exhibit 1 hereto, by:

(i) Galenica Canada Ltd., a corporation existing under the laws of the Province of British Columbia, Canada ("Galenica Canada"). The address of the principal office of Galenica Canada Ltd. is PO Box 49314, Suite 2600, Three Bentall Center, Vancouver, British Columbia, Canada V7X 1L3.

(ii) Galenica AG, a corporation existing under the laws of Switzerland ("Galenica", and together with Galenica Canada, the "Reporting Persons"). The address of the principal office of Galenica is Untermattweg 8, CH-3027 Berne, Switzerland.

Galenica Canada is a wholly-owned subsidiary of Galenica formed for the purpose of acquiring all of the outstanding shares of Common Stock of the Issuer. Galenica is a diversified global healthcare company which, among other things, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical services and access to databases and sets up networks.

The name, business address, present principal occupation or employment and certain other information relating to each of the directors and executive officers of the Reporting Persons is set forth in Schedule A hereto, and is incorporated by reference.

During the last five years, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any of the persons listed on Schedule A attached hereto have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

The Support Agreements described in Item 4 of this Schedule 13D (the terms of which are hereby incorporated by reference) were entered into among Galenica Canada and each of Arnold L. Aronsky, George M. Milne, Richard M. Glickman, William L. Hunter, R. Hector Mackay-Dunn, Q.C., Ronald M. Hunt, Charles F. Goulburn, Julia G. Levy, Bruce G. Cousins, Kirk Calhoun, Usman Azam, HBM Bioventures (Cayman) Ltd., HBM Bioventures (Barbados) Ltd., Glickman Properties Ltd., Sandra MacPherson, Noel F. Hall, Sprout Capital IX, L.P., Sprout Entrepreneurs Fund, L.P., InterWest Investors VII, L.P., InterWest Investors VIII, L.P., InterWest Partners VII, L.P., InterWest Partners VIII, L.P. and InterWest Investors Q VIII, L.P. (collectively, the "Shareholders"). The Shareholders entered into the Support Agreements as an inducement to Galenica Canada to enter into the Combination Agreement described in Item 4 (the terms of which are hereby incorporated by reference). Galenica Canada did not pay additional consideration to the Shareholders in connection with the execution and delivery of the Support Agreements and thus no funds were used for such purpose.

Item 4. Purpose of Transaction.

(a)−(b) On October 17, 2007, Galenica Canada, Galenica and the Issuer entered into a Combination Agreement (the "Combination Agreement"), pursuant to which, and upon the terms and subject to the conditions thereof, Galenica Canada agreed to acquire all of the outstanding shares of Common Stock of the Issuer for US$26.00 per share in cash (the "Acquisition"). In addition, pursuant to the Combination Agreement, Galenica Canada agreed to pay each holder of an outstanding option to acquire shares of Common Stock of the Issuer, with respect to each share of Common Stock of the Issuer underlying such options, a cash payment equal to the excess, if any, of US$26.00 per share in cash over the exercise price payable under such option. The Acquisition is to be carried out by way of statutory plan of arrangement and is subject to the approval of 66-2/3% of the votes cast by holders of shares of Common Stock and options to acquire shares of Common Stock of the Issuer at a special meeting of shareholders and optionholders. The closing of the Acquisition is subject to a number of other closing conditions, including court and regulatory approvals. A copy of the Combination Agreement is included as Exhibit 2 hereto and the description of the Combination Agreement contained herein is qualified in its entirety by reference to Exhibit 2, which is incorporated herein by reference.

In order to induce Galenica Canada to enter into the Combination Agreement, each of the Shareholders has entered into a Support Agreement with Galenica Canada, dated as of October 17, 2007 (collectively, the "Support Agreements"). Pursuant to the Support Agreements, each of the Shareholders has agreed to vote all shares and options beneficially owned by such Shareholders, including shares and options over which the Shareholder has control or direction, (i) in favor of the Acquisition (or any substantially similar transaction whereby Galenica Canada would effectively acquire all of the outstanding shares of Common Stock and options to purchase shares of Common Stock of the Issuer) at a special meeting of the Issuer’s shareholders and optionholders, and (ii) against any Acquisition Proposal (as defined in the Combination Agreement). Pursuant to the Support Agreements, the Shareholders have agreed to revoke any and all previous proxies with respect to any shares and options beneficially owned, including shares and options over which the Shareholder has control or direction, and to grant Galenica Canada and such individuals or corporations as Galenica Canada might designate an irrevocable proxy to vote all of the aforementioned shares and options. The Support Agreements would terminate in the event that the Combination Agreement were terminated for any reason, including any termination by the Issuer in order to permit it (in accordance with the Combination Agreement and subject to payment by the Issuer of a termination fee) to enter into an alternative transaction not solicited by the Issuer and determined by the Board of Directors to be more favorable to the Issuer or the holders of shares of Common Stock, from a financial point of view, than the Acquisition. A copy of the form of the Support Agreements is included as Exhibit 3 hereto and the description of the Support Agreements contained herein is qualified in its entirety by reference to Exhibit 3, which is incorporated herein by reference.

(c) No determination has been made with respect to the sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries after the Acquisition.

(d) It is intended that upon completion of the Acquisition, the directors and officers of Galenica Canada shall be the directors and officers of the Issuer, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal.

(e) No determinations have been made regarding material changes in the Issuer’s capitalization or dividend policy after the Acquisition.

(f) Upon completion of the Acquisition, the Issuer will become a wholly-owned subsidiary of Galenica Canada. No determinations have been made regarding material changes in the Issuer’s business or corporate structure after the Acquisition.

(g) Upon completion of the Acquisition, the Notice of Articles and Articles of the surviving corporation will be amended.

(h) Upon completion of the Acquisition, the Common Stock will be de-listed from and will no longer be quoted on the Toronto Stock Exchange and the Nasdaq Global Select Market.

(i) Upon completion of the Acquisition, the Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

(j) Other than as described above, none of the Reporting Persons currently has any plans or proposals which relate to, or would result in, any action similar to any of the matters listed in Items 4(a)−(i) of this Schedule 13D (although the Reporting Persons reserve the right to develop such plans).

The description contained in this Item 4 of the transactions contemplated by the Combination Agreement and the Support Agreements is qualified in its entirety by reference to the full texts of the Combination Agreement and the Support Agreements, the terms of each of which are incorporated herein by reference to Exhibits 2 and 3 hereto. Except as set forth in this Schedule 13D, the Combination Agreement and the Support Agreements, none of the Reporting Persons or, to the best of the Reporting Persons’ knowledge, the individuals named in Schedule A hereto, have any plans or proposals which relate to or which would result in or relate to any of the actions specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)−(b) By virtue of the Support Agreements, Galenica Canada and its sole shareholder Galenica may be deemed to share with the Shareholders the power to vote, and may be deemed to be the beneficial owners of, 11,313,501 shares of Common Stock (inclusive of 855,183 shares subject to outstanding options beneficially owned), representing approximately 31.4% of the outstanding shares of Common Stock (based upon a total number of 36,068,694 shares of Common Stock outstanding, which is the sum of the 35,213,511 shares of Common Stock outstanding which the Issuer has represented and warranted in the Combination Agreement and the 855,183 shares subject to outstanding options beneficially owned by the Reporting Persons). Galenica Canada and Galenica, however, hereby disclaim beneficial ownership of such shares and options, and this statement shall not be construed as an admission that Galenica Canada or Galenica is, for any or all purposes, the beneficial owner of the securities covered by this statement.

(c) Except as described in this Schedule 13D, there have been no transactions in the shares of Common Stock effected by the Reporting Persons, or, to the best of the Reporting Persons’ knowledge, any person or entity identified on Schedule A hereto, during the last 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On May 22, 2007, Galenica and the Issuer entered into a customary confidentiality agreement. Pursuant to the confidentiality agreement, each of Galenica and the Issuer have mutually agreed for a period of two years from the date of the agreement not to, without the express written consent of the other party's board of directors, among other things, (i) solicit any employees, officers or directors of the other party, (ii) propose, offer or seek to acquire any shares or property of the other party or enter any business combination with the other party, (iii) solicit any voting proxies with respect to the other party's securities, or (iv) make any public disclosure with respect to the foregoing.

The information set forth under Items 3, 4 and 5 and the agreements set forth in Exhibits 2 and 3 are incorporated herein by reference. As described in Item 4, the Reporting Persons anticipate that Galenica Canada will acquire the entire common equity interest in the Issuer pursuant to the Combination Agreement. Other than the Combination Agreement and the Support Agreements described in Item 4 and the confidentiality agreement described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of the Reporting Persons’ knowledge, any person listed on Schedule A hereto, and any person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Exhibit Number	Description

1	Joint Filing Agreement dated as of October 29, 2007 between Galenica Canada Ltd. and Galenica AG.

2	Combination Agreement, dated as of October 17, 2007, by and among Galenica AG, Galenica Canada Ltd. and Aspreva Pharmaceuticals Corporation (incorporated herein by reference to Exhibit Number 2.1 to the Current Report on Form 8-K, dated October 17, 2007, of Aspreva Pharmaceuticals Corporation).

3	Form of Support Agreement dated as of October 17, 2007 among Galenica Canada Ltd. and various shareholders.

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth herein is true, complete and correct.

Dated: October 29, 2007

GALENICA CANADA LTD.

By:	/s/ Fritz Hirsbrunner
Name:		Fritz Hirsbrunner
Title:		President

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth herein is true, complete and correct.

Dated: October 29, 2007

GALENICA AG

By:	/s/ Fritz Hirsbrunner
Name:		Fritz Hirsbrunner
Title:		Chief Financial Officer

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF GALENICA CANADA LTD.

The name, business address, title and present principal occupation or employment of each of the directors and executive officers of Galenica Canada Ltd. are set forth below.

Name, Title and Address	Principal Occupation	Name and Address of Organization in which Principal Occupation is Conducted	Citizenship
Philippe Weigerstorfer - Director and Secretary Untermattweg 8 Pstfach CH – 3001 Berne, Switzerland	Head of the Corporate Development Division	Galenica AG Untermattweg 8 CH – 3027 Berne, Switzerland	Swiss
Fritz Hirsbrunner – Director and President Untermattweg 8 Pstfach CH – 3001 Berne, Switzerland	CFO, Head of the Finance and Corporate Services Division	Galenica AG Untermattweg 8 CH – 3027 Berne, Switzerland	Swiss

EXECUTIVE OFFICERS AND DIRECTORS OF GALENICA AG

The name, business address, title and present principal occupation or employment of each of the directors and executive officers of Galenica AG are set forth below. If no address is given, the business address is Untermattweg 8, 3027 Berne, Switzerland. Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Galenica AG.

Name, Title and Address	Principal Occupation	Name and Address of Organization in which Principal Occupation is Conducted	Citizenship
Etienne Jornod Chairman and Chief Executive Officer	Chairman and Chief Executive Officer		Swiss
Dr. Paul Fasel Vice Chairman and Lead Director	Runs own pharmacies in Ebikon and Horw, Switzerland		Swiss
Kurt W. Briner Director	Director		Swiss
Carl M. Meyere Director	Director		Swiss
Stefano Pessina Director	Executive Deputy Chairman of Alliance Boots, Plc	Alliance Boots, Plc 361 Oxford St., 4th Fl., Sedley Place London, W1C 2JL England	Swiss
This E. Schneider Director	CEO of Forbo International Ltd.	Forbo International SA Lindenstrasse 8 Postfach 1041 CH - 6341 Baar Switzerland	Swiss
Fritz Hirsbrunner CFO, Head of the Finance and Corporate Services Division	CFO, Head of the Finance and Corporate Services Division		Swiss
Philippe Milliet Head of the Health Division	Head of the Health Division		Swiss
Philippe Weigerstorfer Head of the Corporate Development Division	Head of the Corporate Development Division		Swiss
Dr. Gianni Zampieri Head of the Pharma Division	Head of the Pharma Division		Swiss

EX-99 2 exh1.htm EXHIBIT 1 - JOINT FILING AGREEMENT exh1.htm

Exhibit 1

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT, dated as of October 29, 2007, is made by and between Galenica Canada Ltd., a corporation existing under the laws of the Province of British Columbia, Canada ("Galenica Canada"), and Galenica AG, a corporation existing under the laws of Switzerland ("Galenica"). Galenica Canada and Galenica are collectively referred to herein as the "Parties" and each individually as a "Party." Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Schedule 13D is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13D shall be filed on behalf of each of the Parties without the necessity of filing additional joint acquisition statements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written.

GALENICA CANADA LTD.

By: /s/ Fritz Hirsbrunner

Name: Fritz Hirsbrunner

Title: President

By: /s/Philippe Weigerstorfer

Name: Philippe Weigerstorfer

Title: Secretary

GALENICA AG

By: /s/ Fritz Hirsbrunner

Name: Fritz Hirsbrunner

Title: Chief Financial Officer

By: /s/Philippe Weigerstorfer

Name: Philippe Weigerstorfer

Title: Senior Executive Vice President

EX-99 3 exh3.htm EXHIBIT 3 - FORM OF SUPPORT AGREEMENT exh3.htm

Exhibit 3

FORM OF SUPPORT AGREEMENT

October 17, 2007

SUPPORT AGREEMENT

TO: GALENICA CANADA LTD.

Dear Sirs:

The undersigned shareholder of Aspreva Pharmaceuticals Corporation (the “Aspreva Shareholder”) understands that Galenica Canada Ltd. (“Galenica”) proposes to enter into an agreement (the “Combination Agreement”) with Aspreva Pharmaceuticals Corporation (“Aspreva”) pursuant to which Galenica will acquire all of the outstanding Common Shares in the capital of Aspreva (the “Aspreva Common Shares”), and all of the outstanding options to purchase Aspreva Common Shares (“Aspreva Options”) will be terminated and cancelled in exchange for a cash payment, under the plan of arrangement (the “Arrangement”), a draft of which is attached as Schedule D to the Combination Agreement. Pursuant to the Arrangement, holders of Aspreva Common Shares will receive, in exchange for Aspreva Common Shares, cash consideration per Aspreva Common Share in the amount set forth in the Combination Agreement and holders of Aspreva Options will receive a cash payment in exchange for their Aspreva Options on the terms set out therein.

This Agreement sets out the terms and conditions of the agreement of the Aspreva Shareholder to take certain actions and to do certain things, including to vote or cause to be voted the Aspreva Common Shares and Aspreva Options, if any, owned by the Aspreva Shareholder, and the Aspreva Common Shares over which the Aspreva Shareholder has control or direction, in favour of the Arrangement Resolution approving the Arrangement.

All capitalized terms used but not defined in this Agreement have the meaning given to such terms in the Combination Agreement.

The Aspreva Shareholder acknowledges that Galenica would not enter into the Combination Agreement but for the execution and delivery of this Agreement by the Aspreva Shareholders.

As used herein, the term “Securities” means any securities of Aspreva that may be voted at the Aspreva Meeting (as hereinafter defined) including any Aspreva Options or securities that result from any reclassification, conversion, consolidation, subdivision or exchange of, or distribution or dividend on, the Aspreva Common Shares.

Aspreva Shareholders Commitment in Favour of the Arrangement

1.1

Non-Solicitation. Subject to the provisions of section 1.7, and provided that Galenica has entered into and complied in all material respects with its obligations under the Combination Agreement, the Aspreva Shareholder covenants and agrees in favour of Galenica that the Aspreva Shareholder shall not, directly or indirectly, take any action to solicit, initiate or encourage any Acquisition Proposal.

1.2

Voting and Proxy. Subject to the provisions of section 1.7, and provided that Galenica has entered into and complied in all material respects with its obligations under the Combination Agreement, the Aspreva Shareholder covenants and agrees in favour of Galenica to vote, or cause to be voted, all Securities held by the Aspreva Shareholder (including all Securities owned including at the date hereof, whether held directly, or indirectly, or beneficially, and including all Securities acquired by the Approved Shareholder, directly or indirectly, or beneficially, at any time prior to the Aspreva Meeting (as defined below) and including all other Securities over which the Aspreva Shareholder has control or direction) (the “Subject Securities”) except for Subject Securities transferred by the Aspreva Shareholder pursuant to section 1.6 (A) in favour of (i) the Arrangement Resolution; and (ii) any Alternative Transaction (as defined below) at any extraordinary meeting or meetings (or adjournment or adjournments thereof) of holders of Securities to be held to consider the Arrangement or such Alternative Transaction (the “Aspreva Meeting”) and (B) against any Acquisition Proposal that shall be submitted for the vote or consent of the holders of Securities, including, in each case, in connection with any separate vote of any sub-group of holders of Securities that may be required to be taken and of which sub-group the Aspreva Shareholder forms a part. In furtherance of the Aspreva Shareholder’s voting agreement in this section, the Aspreva Shareholder hereby revokes any and all previous proxies with respect to any of the Subject Securities and grants to Galenica and such individuals or corporations as Galenica may designate an irrevocable proxy to vote all of the Subject Securities in accordance with this section 1.2.

1.3

Change in Nature of Transaction. Subject to the provisions of section 1.7, the Aspreva Shareholder covenants and agrees in favour of Galenica that if Galenica and Aspreva mutually agree that it is necessary or desirable to proceed with another form of transaction whereby Galenica or any of its affiliates would effectively acquire 100% of the Securities on economic terms and other terms and conditions (including, without limitation, any tax consequences to the Aspreva Shareholder) which, in relation to Aspreva and the Aspreva Shareholder, are no less favourable from a financial point of view and otherwise substantially equivalent to or better than those contemplated by the Combination Agreement (an “Alternative Transaction”), the Aspreva Shareholder will support the completion of such Alternative Transaction in the manner described in section 1.4.

1.4

Meeting of Holders of Securities of Aspreva. Subject to the provisions of section 1.7, (a) if an Alternative Transaction involves a meeting or meetings of holders of Securities of Aspreva, the Aspreva Shareholder covenants and agrees in favour of Galenica to vote in favour of any matters necessary or ancillary to the completion of the transactions contemplated by the Alternative Transaction in the same manner, mutatis mutandis, as that referred to in section 1.2, and (b) if an Alternative Transaction includes the making of an offer by Galenica or any of its affiliates to acquire the outstanding Securities, the Aspreva Shareholder covenants and agrees in favour of Galenica to deposit or cause to be deposited the Subject Securities to such offer.

1.5

Change of References. In the event Galenica and Aspreva mutually agree to proceed with any Alternative Transaction, the references in section 2.1 of this Agreement to “Arrangement” shall be deemed to refer to such Alternative Transaction and the representations, warranties and covenants in section 2.1 of this Agreement shall be and shall be deemed to have been made in the context of the Alternative Transaction and all references to the “Effective Date” herein shall also refer to the date of closing of the transactions contemplated by the Alternative Transaction.

1.6	Transfer of Shares. Subject to the provisions of section 1.7:

(a)

the Aspreva Shareholder covenants and agrees in favour of Galenica that, during the term of this Agreement, it will not, directly or indirectly sell, transfer or assign or agree to sell, transfer or assign or grant to any person any right or option to buy any of the Subject Securities or the voting rights attached thereto, without the prior written consent of Galenica, provided that such consent to transfer shall not be necessary if the transfer is to an affiliate of the Aspreva Shareholder where such affiliate executes an agreement on substantially the same terms as this Agreement, agreeing to be bound by the provisions of this Agreement, and

(b)

without limiting the generality of the foregoing, the Aspreva Shareholder agrees not to tender or otherwise deposit the Subject Securities to any tender offer or take-over bid made by any person other than Galenica.

1.7	Limits to Obligations of Aspreva Shareholder. For greater certainty, the obligations of the Aspreva Shareholder pursuant to this Agreement shall terminate at the time which is the earliest of:

(a)

the Effective Time; or

(b)

the time at which the Combination Agreement is terminated in accordance with its terms.

1.8

Exception. If the Aspreva Shareholder is a director or officer of Aspreva, nothing contained in this Agreement will prevent the Aspreva Shareholder from acting in his or her capacity as a director or officer of Aspreva in accordance with the exercise of his or her fiduciary duties or other legal obligation to act in the best interests of Aspreva. The foregoing shall not release any Aspreva Shareholder from acting in accordance with this Agreement in his or her capacity as a shareholder of Aspreva.

1.9

Exception. Notwithstanding any other provisions hereof, the Aspreva Shareholder shall not be obliged, and the holder of any proxy granted on behalf of the Aspreva Shareholder shall not be entitled, to vote the Subject Securities in the manner provided herein if at the time of such vote there shall be in force any order or decree of a Governmental Authority restraining or enjoining the Aspreva Shareholder or the holder of any proxy granted on behalf of the Aspreva Shareholder from voting the Subject Securities; provided that, such order or decree is not the result of any breach of representation, warranty, covenant or agreement of the Aspreva Shareholder in this Agreement, and provided further that the Aspreva Shareholder has notified Galenica of such order or decree, to the extent it is aware of same.

General

2.1	Representations, Warranties and Covenants. By executing this Agreement, the Aspreva Shareholder represents, warrants and covenants to and with Galenica that:

(a)

the class and number of the Securities beneficially owned by the Aspreva Shareholder at the date hereof, whether directly or indirectly, and all Securities over which the Aspreva Shareholder has control or direction as of the date hereof, are as specified in Schedule A to this Agreement;

(b)

the Aspreva Shareholder has and will have the right to vote the Subject Securities at the Aspreva Meeting and the Subject Securities set forth on Schedule A constitute all of the Securities owned beneficially and of record by the Aspreva Shareholder and any of his, her, or its affiliates and all of the Securities over which the Aspreva Shareholder and any of his or her affiliates has control or direction;

(c)

if the Aspreva Shareholder is a corporation, the Aspreva Shareholder is duly incorporated and organized and is validly existing under the laws of its jurisdiction of incorporation;

(d)

the Aspreva Shareholders has the power and capacity to enter into, and to perform its obligations under, this Agreement, and the execution and delivery of this Agreement has been duly authorized by all necessary action on the part of each of the Aspreva Shareholder;

(e)

assuming the due authorization, execution and delivery of this Agreement by Galenica, this Agreement constitutes a valid and binding obligation of the Aspreva Shareholder enforceable against the Aspreva Shareholder in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency and similar laws of general application and the availability of equitable remedies; and

(f)

neither the entering into of this Agreement nor the performance by the Aspreva Shareholder of his, her, or its obligations under this Agreement will contravene, breach or result in any default under any agreement, arrangement, understanding or other legally binding commitments to which the Aspreva Shareholder is a party or by which the Aspreva Shareholder may be bound or, if the Aspreva Shareholder is a corporation, under its articles, by-laws, constating documents or other organizational documents.

The representations, warranties and covenants of the Aspreva Shareholder set forth in this section 2.1 will be true and correct on the date the Aspreva Meeting is held and on the Effective Date and shall survive the completion of the Arrangement and, notwithstanding such completion, will continue in full force and effect for one year after the Effective Date for the benefit of Galenica.

2.2	Representations and Warranties of Galenica. By executing this Agreement, Galenica represents, warrants and covenants to and with the Aspreva Shareholder that:

(a)

Galenica is duly incorporated and organized and is validly existing under the laws of its jurisdiction of incorporation;

(b)

Galenica has the power and capacity to enter into, and to perform its obligations under, this Agreement, and the execution and delivery of this Agreement has been duly authorized by all necessary action on the part of Galenica;

(c)

assuming the due authorization, execution and delivery of this Agreement by the Aspreva Shareholder, this Agreement constitutes a valid and binding obligation of Galenica, enforceable against Galenica in accordance with its terms, subject to the usual exceptions as to bankruptcy, insolvency and similar laws of general application and the availability of equitable remedies; and

(d)

neither the entering into of this Agreement nor the performance by Galenica of its obligations under this Agreement will contravene, breach or result in any default under any agreement, arrangement, understanding or other legally binding commitments to which Galenica is a party or by which Galenica may be bound or under its articles, by-laws, constating documents or other organizational documents.

2.3	Time of the Essence. Time shall be of the essence of this Agreement.

2.4

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and each of the parties attorns to the non-exclusive jurisdiction of the Province of British Columbia for all purposes hereof.

2.5

Specific Performance and Other Equitable Rights. The Aspreva Shareholder recognizes and acknowledges that a breach by it of any of its covenants or agreements contained in this Agreement will cause Galenica to sustain injury for which Galenica would not have an adequate remedy at law for money damages. Therefore, the Aspreva Shareholder agrees that in the event of such breach, Galenica shall be entitled to the remedy of specific performance of such covenant or agreement and to preliminary and permanent injunctive and other equitable relief, in addition to any other remedy to which it may be entitled, at law or in equity, and the parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

2.6

Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. Signatures of the parties hereto (or their authorized signatories, as applicable) transmitted by facsimile or electronic transmission will be deemed to be their original signatures for all purposes and may be used in lieu of an originally signed Agreement for all purposes.

2.7

Further Assurances. The Aspreva Shareholder, on the one hand, and Galenica, on the other hand, will from time to time execute and deliver all such further documents and instruments and do all such acts and things as the other party may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

2.8

Severability. If any term, condition or provision in this Agreement is determined to be void or unenforceable in whole or in part, such term, condition or provision shall be severable from all other terms, conditions and provisions hereof and shall not affect or impair the validity of any other term, condition or provisions hereof.

If the terms and conditions of this letter are acceptable to you, please indicate your acceptance by dating and signing the same as noted above.

Yours very truly,

___________________________

«First_Name»

____________________________ October ___, 2007

(Signature) (Date)

The undersigned agrees with and accepts the terms of this letter Agreement.

GALENICA CANADA LTD.

By: ___________________________

(Signature)

Its: ___________________________

(Title)

SCHEDULE A

No. of Aspreva Common Shares beneficially owned, directly or indirectly, by the Aspreva Shareholder

«Shares_Beneficially_Held»

No. of Aspreva Common Shares over which control or direction is exercised by the Aspreva Shareholder

«Common_Shares»

No. of Aspreva Options held by the Aspreva Shareholder

«Options»