EXHIBIT 10.13
TRUST SHARE TRANSFER AGREEMENT
BETWEEN:
XXXXXXX X. XXXXXXXX, an individual resident in the Province of
British Columbia
(the "TRUSTEE")
AND:
XXXXX X. XXXXXXX, an individual resident in the Province of British
Columbia
(the "TRANSFEREE")
WHEREAS:
A. The Trustee is the trustee of the 2002 Aspreva Incentive Stock Purchase
Plan Trust Agreement (the "TRUST AGREEMENT");
B. The Trustee desires to transfer to the Transferee, and the Transferee
desires to receive, 20,000 common shares (the "TRUST SHARES") in the
capital of Aspreva Pharmaceuticals Corporation (the "COMPANY"); and
C. The board of directors of the Company has approved the transfer of the
Trust Shares from the Trustee to the Transferee.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises,
the mutual covenants and agreements set forth in this Agreement and other good
and valuable consideration (the receipt and sufficiency of which is hereby
acknowledged by each of the parties), the parties hereby agree as follows:
1. Transfer. The Trustee hereby agrees that, as soon as reasonably
practicable following the execution of this Agreement, the Trustee will
distribute to the Transferee under the Trust Agreement the Trust Shares
and will cause to be delivered to the Transferee a share certificate (the
"TRUST SHARE CERTIFICATE") registered in the Transferee's name
representing the Trust Shares.
2. Agreement to Be Bound. The Transferee agrees that, as a condition to being
entitled to receive the Trust Shares and the Trust Share Certificate, the
Transferee will execute and deliver to the Company, in a form satisfactory
to the Company's solicitors, an agreement to be bound (the "AGREEMENT TO
BE BOUND") to the amended and restated shareholders' agreement dated March
5, 2004, as amended, between the Company and its shareholders.
3. Return of Trust Shares. The Transferee agrees that, as an additional
condition to being entitled to receive the Trust Shares and the Trust
Share Certificate, the Transferee will, if the Transferee's executive
employment agreement between the Transferee and the
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Company (the "EMPLOYMENT AGREEMENT") dated January 23, 2004 is terminated
in accordance with its terms, immediately transfer to the Trustee, or as
the Trustee may direct, for no consideration, all right, title and
interest in and to the following Trust Shares, if any, and will cause a
certificate representing such Trust Shares to be issued to the Trustee, or
as the Trustee may direct, unless there has been a "CHANGE IN CONTROL" of
the Company (as defined in the change of control agreement between the
Company and the Transferee dated January 23, 2004 and attached to the
Employment Agreement as Schedule B) during the term of the Employment
Agreement:
TERMINATION DATE NUMBER OF TRUST SHARES TO BE TRANSFERRED
---------------- ----------------------------------------
Before April 15, 2004 19,444
Before May 15, 2004 18,888
Before June 15, 2004 18,332
Before July 15, 2004 17,776
Before August 15, 2004 17,220
Before September 15, 2004 16,664
Before October 15, 2004 16,108
Before November 15, 2004 15,552
Before December 15, 2004 14,996
Before January 15, 2005 14,440
Before February 15, 2005 13,884
Before March 15, 2005 13,328
Before April 15, 2005 12,772
Before May 15, 2005 12,216
Before June 15, 2005 11,660
Before July 15, 2005 11,104
Before August 15, 2005 10,548
Before September 15, 2005 9,992
Before October 15, 2005 9,436
Before November 15, 2005 8,880
Before December 15, 2005 8,324
Before January 15, 2006 7,768
Before February 15, 2006 7,212
Before March 15, 2006 6,656
Before April 15, 2006 6,100
Before May 15, 2006 5,544
Before June 15, 2006 4,988
Before July 15, 2006 4,432
Before August 15, 2006 3,876
Before September 15, 2006 3,320
Before October 15, 2006 2,764
Before November 15, 2006 2,208
Before December 15, 2006 1,652
Before January 15, 2007 1,096
Before February 15, 2007 540
On or before March 15, 2007 NIL
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4. 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
British Columbia.
5. Entire 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 of the Trustee and the Transferee.
This Agreement supersedes any previous communications, understandings and
agreements between the Trustee and the Transferee.
6. 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.
7. Headings. Marginal headings as used in this Agreement are for the
convenience of reference only and do not form a part of this Agreement and
are not to be used in the interpretation hereof.
8. Wording. Whenever the singular or masculine or neuter is used throughout
this Agreement the same shall be construed as meaning the plural or
feminine or body corporate when the context or the parties hereto may
require.
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9. Notice. 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, to the parties at the addresses indicated below.
IF TO THE TRUSTEE:
Xxxxxxx X. Xxxxxxxx
0000 Xxxxx Xxxx
Xxxxxx, XX X0X 0X0
IF TO THE TRANSFEREE:
Xxxxx X. Xxxxxxx
0000 Xxxxx Xxxx Xxxxx
Xxxxxxxx, XX X0X 0X0
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 by giving the other
party written notice, delivered in accordance with this Article 9.
10. 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.
DATED effective December 8, 2004.
/s/ XXXXXXX X. XXXXXXXX /s/ XXXXX X. XXXXXXX
----------------------------------- -----------------------------------
XXXXXXX X. XXXXXXXX, Trustee XXXXX X. XXXXXXX
of the 2002 Aspreva Incentive Stock
Purchase Plan Trust Agreement
