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Exhibit 4.32
  
 
    
  APPOINTMENT AS NON-EXECUTIVE CHAIRMAN OF PROTHERICS PLC
   DUTIES
 1.
    
    As you are aware, the Board as a whole is collectively responsible for promoting
the success of the Company by directing and supervising the Companys affairs and
that its role is to:
 a)
    
    provide entrepreneurial leadership to the Company within a
framework of prudent and effective controls which enable risk to be assessed
and managed;b)
    
    set the Companys strategic aims, ensure that the necessary
financial and human resources are in place for the Company to meet its
objectives, and review management performance; andc)
    
    set the Companys values and standards and ensure that its
obligations to its shareholders and others are understood and met.
 NORTH AMERICA
    
    EUROPE
    
    AUSTRALASIA
    
    W.W.W.PROTHERICS.COMPROTHERICS INC
    
    PROTHERICS PLC
    
    PROTHERICS AUSTRALASIA P/L
    
    REGISTERED OFFICE:5214 MARYLAND WAY
    
    3 CREED COURT
    
    RSD TURRETFIELD RC
    
    PROTHERICS PLCSUITE #405
    
    5 LUDGATE HILL
    
    HOLLAND RD, ROSEDALE
    
    THE HEATH BUSINESS & TECHNICAL PARKBRENTWOOD TN
    
    LONDON EC4M 7AA UK
    
    SA 5350 AUSTRALIA
    
    RUNCORN, CHESHIRE WA7 4QX37027 USATel: +1 615 327 1027
    
    Tel: +44 (0)20 7246 9950
    
    Tel: +61 (0)8 8524 9700
    
    REGISTERED IN ENGLAND AND WALES NO. 2459087
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2.
    
    In your role as Non-executive Chairman you are required to:
 a)
    
    provide leadership of the Board, ensuring its effectiveness on all
aspects of its role and set its agenda;b)
    
    ensure that, so far as reasonably possible, the corporate governace of the
Company conforms to prevailing guidelines;c)
    
    ensure that the directors receive accurate, timely and clear information;d)
    
    ensure that there is effective communication with shareholders;e)
    
    ensure constructive relations between executive and non-executive directors;f)
    
    facilitate the effective contribution of directors to ensure that
they fulfil their duties;g)
    
    ensure that the directors continually update their skills and
knowledge in order to fulfil their role both on the board and where relevant on
board committees;h)
    
    constructively challenge and contribute to the development of strategy;i)
    
    scrutinise the performance of management in meeting agreed goals and
objectives and monitor the reporting of performance;j)
    
    satisfy yourself that financial information is accurate and that
financial controls and systems of risk management are robust and defensible;k)
    
    be responsible, along with the remuneration committee, for
determining appropriate levels of remuneration of executive directors and have a
prime role in appointing, and where necessary removing senior management, and in
succession planning
 3.
    
    You are also required to:
 a)
    
    exercise relevant powers under the Companys memorandum and articles
of association;b)
    
    perform your duties faithfully, efficiently and diligently and use all reasonable endeavours to promote the interests and reputation of the
Company;c)
    
    comply with your fiduciary duties;d)
    
    report the wrongdoing (including acts of misconduct, dishonesty,
breaches of contract, fiduciary duty, company rules or the rules of the relevant
regulatory bodies) whether committed, contemplated or discussed by any other
director or member of staff of the Company and any group company of which you
were aware to the Board immediately, irrespective of whether this may involve
some degree of self incrimination;e)
    
    serve as chairman of the Boards nomination committee and as a
member of its remuneration committee and attend, wherever possible, all meetings
of the
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Boards committees as appropriate (committee meetings may occasionally be
scheduled separately from Board Meetings);f)
    
    attend and chair all general meetings of the Company;g)
    
    attend, wherever possible, all meetings of the Board, which meet
on an agreed schedule and will normally be held at the Companys corporate
office at 3 Creed Court, 5 Ludgate Hill, London EC4M 7AA, with occasional
meetings held at other Company locations;h)
    
    consider all relevant papers in advance of each meeting in order to
ensure that you can play a full part in the work of the Board and its committees;i)
    
    bring independent judgement to bear on issues of strategy, policy,
resources, performance and standards of conduct;I)
    
    make yourself available (on reasonable notice) to provide ad hoc
advice to individual directors of the Company;m)
    
    provide guidance and direction in planning, developing and enhancing the
future strategic direction of the Company;n)
    
    share responsibility with the other directors for the effective
control of the Company and with the other non-executive directors for the
supervision of the executive directors; ando)
    
    comply with all legal and regulatory requirements and any code of
practice or compliance manual issued by the Company relating to transactions in
securities and inside information and dealing in force from time to time,
including any rules and regulations of or under the UK Listing authority
(including the Model Code for transactions in securities by directors and
certain others in listed companies, the Listing Rules, the Disclosure Rules and
the Prospectus Rules), the Financial Services and Markets Act 2000, the Criminal
Justice Act 1993, the Financial Services Authority and relevant regulatory
authorities relevant to the Company.
 4.
    
    Overall, the Company anticipates that you will need to spend an average of one day per
week fulfilling your duties. This will include the board meetings, general meetings, annual
strategy meeting, and where appropriate will also include meetings with shareholders and
site visits. In addition, you will be expected to spend an appropriate period of time
preparing for each meeting. By accepting the terms of this letter of appointment you confirm
that you are able to commit sufficient time to the role to meet the Companys expectations.
 5.
    
    The Company seeks to adhere to the principles in the Financial Reporting Council Combined
Code on Corporate Governance, the Turnbull Report on Internal Control, the Smith Guidance on
Audit Committees and best practice for non-executive directors as outlined in the Higgs
Report. You Will be expected to carry out your duties in accordance with the principles laid
out in these documents, copies of which are available from the Company Secretary.
 6.
    
    The performance of the Board and its committees and of individual directors is evaluated
annually.
 
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7.
    
    You shall, in pursuance of your duties hereunder, be entitled to request such information from
the Company, its subsidiary undertakings (as defined in section 258 of the Companies Act 1985 as
amended from time to time) or its or their employees, consultants or professional advisers as may
be reasonably necessary to enable you to perform your role effectively. The Company shall use its
reasonable endeavours to provide such information promptly.
 CONFIDENTIALITY
   OUTSIDE INTERESTS
     INSURANCE
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PENSION
  COMPANY CAR
  APPOINTMENT
   a)
    
    committed any serious breach or (after warning in writing) any repeated or continued
material breach of your obligations to the Company (which include an obligation not to breach
your fiduciary duties);b)
    
    been guilty of any act of dishonesty or serious misconduct or any conduct which (in the
reasonable opinion of the Board) tends to bring you or the Company into disrepute; orc)
    
    been declared bankrupt or have made an arrangement or composition with or for the benefit
of your creditors,
    REMUNERATION
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EXPENSES
  INDEPENDENT PROFESSIONAL ADVICE.
  DATA PROTECTION
  a)
    
    personal data relating to you, for administrative and management purposes; andb)
    
    sensitive personal data relating to you (as defined in the Data Protection Act 1998)
including, for example:
 i)
    
    your health records and any medical reports given to or obtained by the
Company, for monitoring sick leave and taking decisions as to your fitness to work;ii)
    
    your racial or ethnic origin (in order to monitor compliance with the Race
Relations Act 1976);iii)
    
    any information relating to criminal proceedings in which you have been
involved for compliance with the Companys legal or regulatory requirements, for
insurance purposes, and in relation to its obligations to third parties.
  a)
    
    its group companies, officers and (if necessary) customers outside the European Economic
Area in order to further its business interests; andb)
    
    its group companies, its officers, those who provide products or services to the Company,
regulatory authorities, governmental or quasi governmental organisations and potential
purchasers of the Company or its business.
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THIRD PARTY RIGHTS
    For and on behalf of the Board    Andrew Heath
  Signature:
    
    /s/ Stuart WallisDate:
    
    24/5/2007In the presence of:Witness signature:
    
    /s/ Julie VickersWitness name:
    
    Julie VickersWitness address:
    
    57, WHITE PARK CLOSEMIDDLE WICHCHESHIRE CWIO 9GBWitness occupation:
    
    CHARTERED SECRETARY
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