**Exhibit 4.11*** Portionsof this exhibit have been omitted pursuant to a request forconfidential treatment and have been filed separately   with the Commission.**AGREEMENT AND PLAN OF MERGER AND REORGANIZATION****dated as of****December 7, 2006****by and among****PROTHERICS PLC,****MACROMED ACQUISITION CORP.****and****MACROMED, INC.**
 

 
**TABLE OF CONTENTS**     ARTICLE I DEFINITIONS  1 SECTION 1.1 Certain Defined Terms  1 ARTICLE II THE MERGER  8 SECTION 2.1 The Merger  8 SECTION 2.2 Effective Time  8 SECTION 2.3 Closing of the Merger  8 SECTION 2.4 Effects of the Merger  8 SECTION 2.5 Articles of Incorporation and Bylaws  8 SECTION 2.6 Directors  9 SECTION 2.7 Officers  9 ARTICLE III CONVERSION OF SECURITIES  9 SECTION 3.1 Conversion of Company Stock  9 SECTION 3.2 Certain Adjustments  10 SECTION 3.3 Options and Warrants  10 SECTION 3.4 Indebtedness  10 SECTION 3.5 Holdback Shares  11 SECTION 3.6 No Further Ownership Rights  11 SECTION 3.7 Dissenting Shares  11 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY  11 SECTION 4.1 Organization and Qualification  11 SECTION 4.2 Capitalization of the Company  12 SECTION 4.3 Authority Relative to the Agreement  12 SECTION 4.4 Financial Statements  13 SECTION 4.5 No Undisclosed Liabilities  13 SECTION 4.6 Absence of Changes  13 SECTION 4.7 Consents and Approvals; No Violations  14 SECTION 4.8 Real Property  14 SECTION 4.9 Tangible Personal Property  14 SECTION 4.10 Litigation  15 SECTION 4.11 Company Permits; Compliance with Applicable Laws  15 SECTION 4.12 Employee Benefit Plans; ERISA  15 SECTION 4.13 Labor Matters  17 SECTION 4.14 Environmental and Health and Safety Matters  17 SECTION 4.15 Taxes  18 SECTION 4.16 Material Contracts  19 SECTION 4.17 Insurance Matters  19 SECTION 4.18 Intellectual Property  19 SECTION 4.19 Brokers  23 SECTION 4.20 Takeover Statutes  23 SECTION 4.21 Insolvency Proceedings  23 SECTION 4.22 Transactions with Affiliates  23 SECTION 4.23 Bulk Sales Law  23 SECTION 4.24 Propriety of Past Payments  23 SECTION 4.25 No Misrepresentation; Information Supplied  23 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PTI AND PTI MERGER SUB  24 SECTION 5.1 Organization  24 SECTION 5.2 Authority Relative to This Agreement  24 SECTION 5.3 Capitalization of PTI  24 SECTION 5.4 PTI Ordinary Shares Validly Issued  24 
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**TABLE OF CONTENTS**(continued)     SECTION 5.5 Public Filings; Compliance; PTI Financial Statements  24 SECTION 5.6 No Conflict  25 SECTION 5.7 Governmental Approvals  25 SECTION 5.8 PTI Disclosure Circular  25 ARTICLE VI COVENANTS RELATED TO CONDUCT OF BUSINESS  26 SECTION 6.1 Conduct of Business of the Company  26 SECTION 6.2 Access to Information  27 ARTICLE VII ADDITIONAL AGREEMENTS  28 SECTION 7.1 Meetings; PTI Disclosure Circular  28 SECTION 7.2 Additional Efforts  28 SECTION 7.3 Exclusivity; Break Fee  28 SECTION 7.4 Public Announcements  29 SECTION 7.5 Notification of Certain Matters  29 SECTION 7.6 Fees and Expenses  30 SECTION 7.7 Listing of Stock  30 SECTION 7.8 Antitakeover Statutes  30 SECTION 7.9 Intentionally deleted  30 SECTION 7.10 Lock-Up Agreements  30 SECTION 7.11 Affiliates of Company  30 SECTION 7.12 Qualification as a Reorganization  30 SECTION 7.13 Employee Benefits  31 SECTION 7.14 Company Benefit Plans  31 SECTION 7.15 Tax Matters  31 SECTION 7.16 Non-Solicitation  32 SECTION 7.17 Patent Opinion  32 ARTICLE VIII CLOSING DOCUMENTS AND CONDITIONS TO CONSUMMATION OF THE MERGER  32 SECTION 8.1 Delivery of Closing Documents by or on behalf of the Company  32 SECTION 8.2 Delivery of Closing Documents by or on behalf of PTI and PTI Merger Sub  33 SECTION 8.3 Conditions to Each Party’s Obligations to Effect the Merger  34 SECTION 8.4 Conditions to the Obligations of PTI and PTI Merger Sub  34 SECTION 8.5 Conditions to the Obligations of the Company  35 ARTICLE IX TERMINATION; AMENDMENT; WAIVER  36 SECTION 9.1 Right to Terminate  36 SECTION 9.2 Effect of Termination and Abandonment  36 SECTION 9.3 Amendment  36 SECTION 9.4 Extension; Waiver  36 ARTICLE X INDEMNIFICATION  37 SECTION 10.1 General  37 SECTION 10.2 Indemnification Obligations  37 SECTION 10.3 Limitations on Indemnification Obligations  38 SECTION 10.4 Payment  39 SECTION 10.5 Indemnification Procedure  39 SECTION 10.6 Indemnification of Company Officers and Directors  41 SECTION 10.7 Sole Remedy  41 ARTICLE XI MISCELLANEOUS  41 SECTION 11.1 Survival  41 SECTION 11.2 Entire Agreement; Assignment  42 SECTION 11.3 Waiver  42 SECTION 11.4 Notices  42 
 

 
**TABLE OF CONTENTS**(continued)     SECTION 11.5 Governing Law  43 SECTION 11.6 Divisions and Headings  43 SECTION 11.7 Parties in Interest  43 SECTION 11.8 Severability  44 SECTION 11.9 Jurisdiction  44 SECTION 11.10 Counterparts  44 SECTION 11.11 Interpretation  44 SECTION 11.12 Tax Advice and Reliance  44 
 

 
**AGREEMENT AND PLAN OF MERGER AND REORGANIZATION**     THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of December 7, 2006 (this“Agreement”) is by and among Protherics PLC, a public limited company incorporated underthe laws of England and Wales (registered number 2459087) (“PTI”), MacroMed AcquisitionCorp., a Utah corporation and a direct, wholly-owned Subsidiary of PTI (“PTI Merger Sub”),and MacroMed, Inc., a Utah corporation (the “Company”).WITNESSETH:     WHEREAS, upon the terms and subject to the conditions of this Agreement, the Company and PTIwill enter into a business combination transaction pursuant to which PTI Merger Sub will merge withand into the Company and the Company will be the surviving entity (the “Merger”);     WHEREAS, the boards of directors of PTI, PTI Merger Sub and the Company have each determinedthat this Agreement and the transactions contemplated hereby, including the Merger, are advisableand fair to, and in the best interests of, each such company and their respective shareholders andhave approved the transactions contemplated hereby;     WHEREAS, the board of directors of the Company has recommended that the Company’s shareholdersapprove the transactions contemplated by this Agreement;     WHEREAS, the requisite number of the Company’s shareholders required by Utah law will haveapproved this Agreement and the Merger prior to the Closing Date;     WHEREAS, it is intended that certain stockholders of the Company will enter into VotingAgreements with PTI concurrently herewith;     WHEREAS, pursuant to the Merger and subject to the terms and conditions of this Agreement,each issued and outstanding share of Company Common Stock and Company Preferred Stock other thanDissenters’ Shares will be converted into the right to receive PTI Ordinary Shares;     WHEREAS, in order to induce PTI to enter into this Agreement, each of the Joinder Parties hasexecuted and delivered a joinder to this Agreement (the “Joinder”) pursuant to which eachJoinder Party will be liable for the Company’s obligations hereunder and certain other obligationshereunder, including, but not limited to, the indemnification obligations set forth in Article X;     WHEREAS, for United States federal income tax purposes, the parties intend that the Mergerqualify (i) as a “reorganization” under the provisions of Section 368(a) of the Internal RevenueCode of 1986, as amended (the “Code”) and the rules and regulations promulgated thereunder and (ii)for an exception to the general rule of Section 367(a)(1) of the Code, and that this Agreementshall be, and is hereby, adopted as a “plan of reorganization” for purposes of Section 368(a) ofthe Code.     NOW, THEREFORE, in consideration of the premises and the representations, warranties,covenants and agreements herein contained, and intending to be legally bound hereby, the Company,PTI and PTI Merger Sub hereby agree as follows:**ARTICLE I****DEFINITIONS**     SECTION 1.1 Certain Defined Terms. As used in this Agreement, the following termsshall have the following meanings:     “1933 Act” means the Securities Act of 1933, as amended.
 

 
     “Acquisition Proposal” means an inquiry, offer or proposal regarding any of thefollowing (other than the transactions contemplated by this Agreement) involving the Company: (i)any merger, consolidation, share exchange, recapitalization, business combination or other similartransaction; (ii) any sale, lease, exchange, mortgage, pledge, transfer, license or otherdisposition, in whole or part, of all or substantially all the assets, securities or business ofthe Company or any product or item of Owned Intellectual Property or Third Party IntellectualProperty that is material to the Company as a whole, in a single transaction or series of relatedtransactions; or (iii) any offer for ten percent (10%) or more of the Company Common Stock orCompany Preferred Stock (other than by conversion or cancellation of existing Indebtedness intoCompany Stock as contemplated by Section 3.4); or (iv) any public announcement of a proposal, planor intention to do any of the foregoing or any agreement to engage in any of the foregoing, in allcases, whether the Company or one of its affiliates is the offeror, acquirer or target.     “Admission” means the admission of the PTI Ordinary Shares comprised in the MergerConsideration (excluding the Holdback Shares) to the Official List and to trading on the LondonStock Exchange’s market for listed securities becoming effective.     “Agreement” has the meaning set forth in the preamble.     “Amended Articles” means the Amended and Restated Articles of Incorporation of theCompany in the form attached hereto as Exhibit 1.1 to be filed by the Company prior to theClosing Date.     “Articles of Merger” has the meaning set forth in Section 2.2.     “Audited Financial Statements” has the meaning set forth in Section 4.4.     “BD Litigation” has the meaning set forth in Section 4.10.     “BD Reserve” has the meaning set forth in Section 4.10.     “Break Fee” means an amount equal to the aggregate amount of funds advanced by PTI tothe Company prior to the Closing.     “Capitalization Date” means December 6, 2006.     “Certificates” means a certificate or certificates which, immediately prior to theEffective Time, represent outstanding shares of Company Common Stock or Company Preferred Stock.     “Claims Certificate” has the meaning set forth in Section 10.5(c).     “Closing” has the meaning set forth in Section 2.3.     “Closing Date” has the meaning set forth in Section 2.3.     “Code” has the meaning set forth in the Recitals.     “Common Exchange Rate” has the meaning set forth in Section 3.1(d).     “Common Stock Value” means the price per share of Company Common Stock obtained bydividing (i) the Purchase Price minus the aggregate amount payable to the holders ofCompany Preferred Stock pursuant to Section 3.1(c), by (ii) the number of shares of Company CommonStock issued and outstanding immediately prior to the Effective Time and entitled to be convertedinto PTI Ordinary Shares pursuant to Section 3.1(d).     “Company” has the meaning set forth in the preamble.     “Company Benefit Plan” has the meaning set forth in Section 4.12(a).
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     “Company Common Stock” means the common stock of the Company, par value $0.01 pershare.     “Company Disclosure Schedule” means the disclosure schedule delivered by the Companyto PTI prior to the execution of this Agreement.     “Company Permits” has the meaning set forth in Section 4.11.     “Company Preferred Stock” means the Company’s Series A Preferred Stock, par value$0.01 per share.     “Company Required Approvals” has the meaning set forth in Section 4.7(a).     “Company Shareholder Meeting” has the meaning set forth in Section 7.1(a).     “Company Stock” means the Company Common Stock and the Company Preferred Stock.     “Company Trade Secrets” has the meaning set forth in Section 4.18(a)(ii).     “Confidentiality Agreement” has the meaning set forth in Section 9.3.     “Damages” means all assessments, levies, losses, fines, penalties, damages, costs andexpenses, including reasonable attorneys’, accountants’, investigators’, and experts’ fees andexpenses.     “Diatos” means Diatos, SA, a French corporation.     “Diatos Agreement” means that certain Exclusive License Agreement, dated December 15,2004, with Diatos.     “DiatosMilestone” means a milestone payment of $* due to the Company pursuantto the Diatos Agreement, for which the Company has agreed or will agree to accept late payment.     “Diatos Obligation” has the meaning set forth in Section 10.2(a).     “Diatos Full Payment” has the meaning set forth in Section 10.2(a).     “Diatos Transfer” has the meaning set forth in Section 10.2(a).     “Direct Claim” has the meaning set forth in Section 10.5(c).     “Dissenters’ Damages” has the meaning set forth in Section 10.2(a)(iv).     “Dissenters’ Shares” has the meaning set forth in Section 3.8.     “Effective Time” has the meaning set forth in Section 2.2.     “EHS Laws” has the meaning set forth in Section 4.14.     “Equity Fundraising” means the cash placings and open offer as contemplated by theplacing agreement, dated as of December 7, 2006, between PTI, Nomura Code Securities Limited andPiper Jaffray Limited, to be completed simultaneously with the Closing.     “ERISA” has the meaning set forth in Section 4.12(a).     “ERISA Affiliate” means any related company, entity or trade or business that isrequired to be aggregated with the Company under Sections 414(b), (c), (m) or (o) of the Code andany predecessor or successor company, entity or trade or business of the Company.*Confidential treatment requested
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     “Excluded Representations and Warranties” has the meaning set forth in Section10.3(a)(i).     “Exclusivity Period” has the meaning set forth in Section 7.3(a).     “Expenses” includes all out-of-pocket expenses (including, without limitation, allfees and expenses of counsel, accountants, investment bankers, brokers, finders, experts andconsultants to a party hereto and its affiliates, including, but not limited to, fees and expensesof BMO Capital Markets Corp. (formerly Harris Nesbitt Corp.) incurred by a party or on its behalfin connection with, or related to, the authorization, preparation, negotiation, execution andperformance of this Agreement and the transactions contemplated hereby, including the preparation,filing, printing and mailing of the solicitation of shareholder consents and all other mattersrelated to the transactions contemplated by this Agreement.     “Financial Statements” has the meaning set forth in Section 4.4.     “GAAP” means generally accepted accounting principles, as promulgated by the FinancialAccounting Standards Board, and as in effect in the U.S. from time to time.     “Governmental Entity” has the meaning set forth in Section 4.7(a).     “Hazardous Substance” has the meaning set forth in Section 4.14.     “Holdback Shares” has the meaning set forth in Section 3.5.     “Holdback Period” has the meaning set forth in Section 3.5.     “Income Tax Returns” means any return, declaration, report, claim for refund orinformation return or statement relating to any federal, state, local or foreign income tax,including any interest, penalty or addition thereto, whether disputed or not, including anyschedule or attachment thereto, and including any amendment thereof.     “Indebtedness” has the meaning set forth in Section 3.4.     “Intellectual Property” means all intellectual property and other similar proprietaryrights in any jurisdiction worldwide, whether owned or held for use under license, whetherregistered or unregistered, including, without limitation, such rights in and to: (i) trademarks,trade dress, service marks, certification marks, logos, slogans, trade names, brand names,corporate names, assumed names, business names and all other indicia of origin; (ii) issued patentsand pending patent applications, and any and all divisions, continuations, continuations in part,reissues, continuing patent applications, reexaminations, and extensions thereof, any counterpartsclaiming priority therefrom, utility models, patents of importation/confirmation, certificates ofinvention, certificates of registration and like rights; inventions, invention disclosures,discoveries and improvements, whether or not patentable; (iii) works of authorship and all othercopyrightable works; (iv) trade secrets (including, without limitation, those trade secrets definedin the United States Uniform Trade Secrets Act and under corresponding foreign statutory and commonlaw), formulas, compositions, processes, techniques, business and technical information, know-how,non-public information, and confidential information and rights to limit the use or disclosurethereof by any Person (collectively, “Trade Secrets”); (v) computer software, includingwithout limitation, data files, source and object code, application programming, user interfaces,manuals, databases and other software related specifications and documentation; (vi) domain namesand uniform resource locators; and (iv) moral rights; including with respect to each of theforegoing, (A) claims, causes of action and defenses relating to the enforcement of any of theforegoing, (B) the goodwill associated with any of the foregoing; and (C) all registrations of,applications for the registration of, and renewals and extensions of any of the foregoing with orby any Governmental Entity in any jurisdiction worldwide.     “Intellectual Property Licenses” has the meaning set forth in Section 4.18(d).     “IRS” has the meaning set forth in Section 4.12(a).
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     “Joinder” has the meaning set forth in the Recitals.     “Joinder Parties” means Dr. Jacques Gonella, Professor Sung Wan Kim, SamyangCorporation, Samyang Genex Corporation and Leonard Jacob.     “Joinder Parties’ Cap” has the meaning set forth in Section 10.3(a)(ii).     “Joinder Party Indemnitee” has the meaning set forth in Section 10.2.     “Joinder Party Pro Rata Basis” means, with respect to each Joinder Party, the fractionthat is obtained by dividing (a) the number of PTI Ordinary Shares owned by such Joinder Party thatwere received in the Merger as Merger Consideration by (b) the sum of the PTI Ordinary Shares thatwere received in the Merger as Merger Consideration by the Joinder Parties.     “Knowledge”, “Known” or similar terms, whether or not capitalized, shall mean(a) with respect to a natural Person, if the Person is actually aware of the fact or matter, afterreasonable inquiry, and (b) with respect to the Company, if any of the Knowledge Parties hasknowledge, after reasonable inquiry, of the fact or matter. A Person shall be deemed to have madereasonable inquiry if he or she makes inquiry of Persons actively employed by that entity who haveprincipal responsibility for those matters, without a review of historical files.     “Knowledge Parties” means each of Shelli Baxter, Jeffrey Brown, Nancy Elstad, KirkFowers, Jim Herrin, Phaedra Kilbourn, Alex Kim, Peter Knauer, Ramesh Rathi and Thomas Bergmann.     “Law” means any foreign or domestic law, order, writ, injunction, decree, ordinance,award, stipulation, statute, rule or regulation entered by a Governmental Entity.     “Lien” means, with respect to any asset (including, without limitation, any security)any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of suchasset.     “London Stock Exchange” means the London Stock Exchange PLC.     “Material Adverse Effect” means with respect to any entity, any change, circumstanceor effect that, individually or in the aggregate with all other changes, circumstances and effects,is, or is reasonably likely to be, materially adverse to (i) the assets, properties, condition(financial or otherwise), results of operations or prospects of such entity taken as a whole or(ii) the ability of such party to consummate the transactions contemplated by this Agreement.     “Material Consents” has the meaning set forth in Section 8.4(h).     “Material Contracts” has the meaning set forth in Section 4.16(a).     “Merger” has the meaning set forth in the Recitals.     “Merger Consideration” means the total number of PTI Ordinary Shares delivered inexchange for Company Common Stock and Company Preferred Stock pursuant to Sections 3.1(c) and (d)of this Agreement.     “Most Recent Balance Sheet” has the meaning set forth in Section 4.5.     “Most Recent Balance Sheet Date” has the meaning set forth in Section 4.4.     “New Preferred Shares” has the meaning set forth in Section 4.2(a).     “Official List” has the meaning set forth in Section 3.5.     “Options” has the meaning set forth in Section 3.3.
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     “Owned Intellectual Property” has the meaning set forth in Section 4.18(a)(i).     “Patent Opinions” has the meaning set forth in Section 7.17.     “PBGC” has the meaning set forth in Section 4.12(h).     “Personal Property Leases” has the meaning set forth in Section 4.9(a).     “Person” means an individual, corporation, limited liability company, partnership,association, trust, unincorporated organization, other entity or group (as defined in the U.S.Securities Exchange Act of 1934).     “Placing Agreement” shall have the meaning set forth in Section 8.4(j).     “Post-Closing Tax Return” has the meaning set forth in Section 7.15(a).     “Pre-Closing Tax Return” has the meaning set forth in Section 7.15(a).     “Preferred Exchange Rate” has the meaning set forth in Section 3.1(c).     “PTI” has the meaning set forth in the preamble.     “PTI Cap” has the meaning set forth in Section 10.3(b)(ii).     “PTI Disclosure Circular” has the meaning set forth in Section 7.1(c).     “PTI Indemnitee” has the meaning set forth in Section 10.2.     “PTI Merger Sub” has the meaning set forth in preamble.     “PTI Ordinary Shares” means the ordinary shares with a par value of two pence, each inthe capital of PTI.     “PTI Shareholder Meeting” has the meaning set forth in Section 7.1(b).     “Purchase Price” means $25,000,000, less (i) the Break Fee and (ii) theCompany’s unpaid Expenses to the extent that such unpaid Expenses exceed $350,000.     “Real Property Leases” means all leases, subleases and other agreements under whichthe Company uses or occupies or has the right to use or occupy, now or in the future, any realproperty.     “Required Company Vote” means an affirmative vote or delivery of written consents inaccordance with Section 16-10a-1103 of the URBCA in favor of the proposal by a majority of all ofthe votes entitled to be cast on the plan of merger.     “Required PTI Vote” means the approval by PTI shareholders at the PTI ShareholderMeeting of (A) ordinary resolutions of PTI to (i) approve this Agreement and the Merger, (ii)increase the authorized share capital of PTI and (iii) authorize the board of directors of PTIpursuant to Section 80 of the Companies Act to allot PTI Ordinary Shares pursuant to thisAgreement.     “Representative” means Thomas Bergmann, who shall serve as the representative of theJoinder Parties for purposes of receiving all notices required hereunder or made pursuant to thisAgreement and for purposes of Article X hereof.     “SEC Documents” has the meaning set forth in Section 5.5(a).     “Shareholders” means the holders of Company Common Stock and Company Preferred Stock.
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     “State Securities Laws” has the meaning set forth in Section 3.1(f).     “Subsidiary” means any corporation or other entity with respect to which a specifiedPerson (or its subsidiary) owns a majority of the common stock or other voting equity interests orhas the power to vote or direct the voting of sufficient equity interests to elect a majority ofthe directors or other governing body, or of which such Person acts as general partner, managingmember or similar function.     “Surviving Corporation” has the meaning set forth in Section 2.1.     “Takeover Statutes” means any requirement of any “moratorium,” “control share,” “fairprice,” “affiliate transaction,” “business combination” or other antitakeover Laws and regulationsof any state.     “Tax” means any federal, state, local, or foreign income, gross receipts, license,payroll, employment, excise, severance, stamp, occupation, premium, windfall profits,environmental, customs duties, capital stock, franchise, profits, withholding, social security (orsimilar), unemployment, disability, real property, personal property, sales, use, transfer,registration, value added, alternative or add-on minimum, estimated, or other tax of any kindwhatsoever, including any interest, penalty, or addition thereto, whether disputed or not.     “Tax Returns” means any return, declaration, report, claim for refund, or informationreturn or statement relating to Taxes, including any schedule or attachment thereto, and includingany amendment thereof.     “Third Party Claim” has the meaning set forth in Section 10.5(a).     “Third Party Intellectual Property” has the meaning set forth in Section 4.18(a)(i).     “Threshold” has the meaning set forth in Section 10.3(a)(i).     “Transaction Price” means the theoretical ex-placing price of a PTI Ordinary Share,calculated using the following formula: