EXHIBIT 10.19
FIDUCIARY CONTRACT / MANDATE
Between:
Aspreva Pharmaceuticals Corporation
#1201, 4464 Markham Street
Victoria, BC V8Z 7X8
Canada
(hereafter referred to as the principal)
and
Richard Glickman
2377 Tryon Road
North Saanich, BC V8L 5H8
rglickman@aspreva.com
(hereafter referred to as the authorized agent)
1. FIDUCIARY CONTRACT/MANDATE
The authorized agent hereby accepts the mandate of administrator of Aspreva
Pharmaceutical SA (hereafter referred to as the company), a limited liability
company with its headquarters in Neuchatel.
The principal declares that it controls this company by itself.
2. ADMINISTRATOR'S SHARE
The principal shall transfer to the authorized agent one share in the company,
hereafter referred to as the administrator's share. The authorized agent
declares that he shall hold this share in his own name, but exclusively on
behalf of and to the benefit of the principal, meaning in a fiduciary capacity.
With regard to any activity arising from entitlement to the administrator's
share, the authorized agent shall act according to the instructions given by the
principal.
The authorized agent shall undertake to return the administrator's share to the
principal as soon as he shall cease his mandate with the company and has been
granted acquittance for his management.
3. INSTRUCTIONS
The authorized agent shall exercise his rights and execute his obligations as
sole administrator, according to the principal's instructions. These
instructions must be in compliance with the law, as well as with accepted
standards of behavior and customs. They shall be issued while taking into
consideration the personal and professional situation of the authorized agent.
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If the correctly interpreted interests of the company call for immediate
intervention, without the authorized agent being able to obtain instructions, he
shall be entitled but not obliged to intervene according to his own judgment.
4. FINANCIAL COVER
The principal shall undertake to ensure, for the duration of this contract, that
the company has enough liquid assets on a current account in a Swiss bank, or a
sufficient amount in marketable assets. These assets shall be used to cover the
company's current commitments, particularly taxes, administrator's and auditors'
fees, management costs and general expenses, as well as salaries and social
security contributions incumbent on the company.
5. REMUNERATION
The administrator shall not be entitled to any remuneration for acting in such
capacity. However, the authorized agent shall be entitled to the reimbursement
of any outlays or expenses actually and reasonably incurred in the execution of
his mandate.
6. ACQUITTANCE
The principal shall undertake to compensate and acquit the authorized agent, in
his function as administrator, from any responsibility relating to the
fulfillment of his obligations and duties in the execution of the present
contract. They shall undertake to compensate and protect him from any loss or
damage that might result from the exercise of this mandate, except in case of
serious professional misconduct on the part of the authorized agent. The
principal will obtain or cause to be arranged product liability insurance in the
countries that the principal does business in.
The authorized agent shall in no way be held accountable for the actions of
representatives of the company appointed on the instruction of the principal or
accepted by the latter.
7. END OF THE MANDATE
The authorized agent shall undertake to relinquish his mandate at the first
request from the principal. Moreover, the authorized agent shall be entitled to
resign from the Board of Directors at any time. In both cases, he may demand his
formal acquittance from the competent body and immediate cancellation of his
name from the trade register.
8. APPLICABLE LAW- PLACE OF JURISDICTION
The present contract shall be subject to Swiss law. The place of jurisdiction
shall be Neuchatel.
9. FORCE MAJEURE
Neither party shall be deemed to be in default hereunder for any delay or
failure to perform its obligations resulting from causes beyond its reasonable
control ("Force Majeure"). In the event of the occurrence of a Force Majeure
event which delays or inhibits the performance by a party of its obligations
hereunder, that party shall use all reasonable efforts to mitigate the other
party's damages resulting from such failure or inability to perform.
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10. NOTICE
All notices, demands or requests required or permitted hereunder shall be deemed
properly given when sent in writing to the designated representative of the
other party at the addresses set out. above, or such other address as a party
may from time to time advise, by way of:
(a) registered first class mail;
(b) receipted commercial courier;
(c) personal delivery (all of which to the respective party's
address noted hereinbefore); or
(d) facsimile transmission, receipt of which has been acknowledged
by recipient.
Notices shall be deemed received on the fifth business day following the day on
which they are sent by the sender thereof.
11. SEVERABILITY
If any covenant or provision of this contract is determined to be void or
unenforceable in whole or part, it shall not be deemed to affect or impair the
validity of any other covenant or provision.
12. ENTIRE AGREEMENT
This contract sets forth the entire agreement between the parties pertaining to
the services to be provided by the authorized agent to the principal, and no
modification, variation or amendment of it shall be binding upon the parties
unless it is in writing and signed by both parties. The parties acknowledge that
there are no collateral agreements, representations, warranties, arrangements,
understandings or otherwise, written or oral, pertaining to the subject matter
of this Agreement.
13. COUNTERPARTS
This contract may be executed in any number of counterparts, each of which shall
be deemed to be an original and all of which taken together shall be deemed to
constitute one and the same instrument. Counterparts may be executed either in
original or faxed form and the parties adopt any signatures received by a
receiving fax machine as original signatures of the parties.
Two copies of the present contract are duly signed in Vancouver on this 12th day
of December, 2004.
Principal: Authorized Agent:
By: /s/ BRUCE COUSINS By: /s/ RICHARD GLICKMAN
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Bruce Cousins Richard Glickman