**Exhibit 4.33****CONSULTANCY AGREEMENT**This Consultancy Agreement (the “Agreement”) is effective from 1 April 2007 andis made between **PROTHERICS PLC** (“Protherics” or the “Company”) whoseregistered office is the Heath Business and Technical Park, Runcorn,Cheshire WA7 4QX (registered in England and Wales under number 02459087) and“**STUART MICHAEL WALLIS** of Briarwood, Nightingales Lane, Chalfont St. Giles,Buckinghamshire HP8 4SR trading as “Stuart Wallis Associates” (the “Consultant”)and replaces the consultancy agreement dated 1 September 1998 made betweenTherapeutic Antibodies (UK) Limited and “Stuart M Wallis” trading as “Stuart WallisAssociates” (the “**Consultant**”).1. **THE ADVICE**   The Consultant has agreed with the Company on the terms set out belowthat he will provide to the Company in relation to the management andexpansion of the business of the Company and its subsidiaries (the “Group”),the consultancy advice as outlined in Schedule 1 to the Agreement (the“Advice”). 2. **DURATION OF AGREEMENT**   Subject to the terms herein, the Agreement will continue until 12months’ notice of termination is given by either party. 3. **FEE** 3.1 The Company shall pay to the Consultant a fee of £25,000 per annum exclusiveof VAT payable on a pro rata basis monthly in arrears, subject to prior receiptby the Company of an appropriate invoice under Clause 3.2 below. 3.2 The Consultant shall submit an invoice (together with a VAT invoice ifapplicable) each month giving details of the amount of the fee due and anyexpenses to be reclaimed under Clause 3.3 below. 3.3 The Company will pay to the Consultant the amount of any reasonable expenseswholly and necessarily incurred by him in the provision of the Advice butsubject to the Company’s prior written approval of such expenses and suchexpenses being evidenced in such a manner as the Company may specify from timeto time. 3.4 The Company shall be entitled to deduct from any sums due to the Consultantany amounts that the Consultant may owe the Company at any time. 4. **OBLIGATIONS OF THE CONSULTANT**   During the term of the Agreement the Consultant shall:- 4.1 provide the Advice to the Company to the best of his skill and ability asrequired by the Company and in the provision of that advice will use his bestendeavours always to promote and protect the interests of the Group. TheConsultant shall devote such hours to his obligations under this Agreement asare reasonably necessary for the proper provision of the Advice, which shall beon average around 1.5 days per month. The actual days upon which the Consultantshall provide his services shall be agreed between the consultant and theCompany.
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4.2 attend the Company’s corporate office at 3 Creed Court, 5 Ludgate Hill,London EC4M 7AA or such other place as he is reasonably required to attend for theproper provision of the Advice; 4.3 (it being acknowledged by the Company that the detailed provision of the Advice is amatter for the Consultant) observe the Company’s general guidance and instruction withregard to the provision of the Advice; 4.4 maintain full and proper confidentiality in relation to all information belonging tothe Company or any of its clients of a confidential nature whether oral, written orelectronically recorded concerning the business and affairs of the Company and the Groupand any other information specifically identified by the Company as confidential orknown to the Consultant as being held by the Company under a duty of confidentiality toa third party, in either case coming to his attention in the course of or for thepurposes of his providing the Advice; 4.5 comply properly with the requirements of all relevant legislation and agreementsrelating to payment of value added tax, income and other taxes and charges,levied in respect of the Company’s use of his services and the fees payable to him underthe Agreement; 5. **NON-EXCLUSIVITY OF SERVICE**   Nothing in the Agreement will prevent the Consultant from being directly orindirectly concerned with or supplying similar consultancy services to any third partyduring or after the term of this Agreement provided in all cases that such interestsor services shall not entail or be likely to lead to a breach of the Consultant’sconfidentiality obligations to the Company or otherwise interfere in any way with thefull and efficient performance of the Consultant’s obligations in respect of theAdvice. The Consultant shall not supply similar consultancy services to any thirdparty if the proposed appointment could give rise to a direct or indirect conflict ofinterest with the interests of the Group. 6. **OTHER INTERESTS**   The consultant will not accept any non-executive appointments which are either withcompetitors of the Group or which will affect the Consultant’s ability to provide theAdvice under the Agreement save with the prior written consent of the Company. 7. **RELATIONSHIP** 7.1 The consultant is an independent contractor of the Company. Nothing in thisAgreement shall render the Consultant an agent or partner of the Company and theConsultant shall not hold himself out as such. The Consultant will indemnify the Companyagainst any liability, assessment or claim: 7.1.1 for taxation or for statutory deductions where such liability,assessment or claim arises or is made in connection with the provision of hisservices and to the extent that any payment to the Consultant shall give rise toany liability on the Company, the amount payable by the Consultant under thisindemnity will be increased so that the amount after such tax is sufficient toeffect such indemnity provided that this undertaking does not confer any right onthe Company to recover from the Consultant secondary Class 1
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   national insurance contributions to the extent that recovery of the same isprohibited by law; and  7.1.2 for unfair dismissal or other employment claims that the Consultant maybring against the Company in respect of the provision of his services under thisAgreement.8. **ASSIGNMENT AND SUBSTITUTION**   No rights or obligations under this Agreement may be assigned by the Consultantsave with the prior written consent of the Company. The Consultant may not use anyother person to provide the Advice to the Company in his place or subcontract it, savewith the prior written consent of the Company. 9. **TITLE TO WORK**   The Consultant acknowledges that he shall not acquire rights or title to any intellectualproperty or any Advice provided by him for the purposes of theCompany under this Agreement. The rights and title in all Advice provided by the Consultantto the Company shall be and remain with the Company as shall those rights in any documentsprovided to the Consultant for the purposes of his providing the Advice and in any notes,copies or extracts derived from those documents which the Consultant might make in thedrawing up or delivery of the Advice. The Consultant shall at the request and cost of theCompany do such acts as may be required by the Company in order to assign the rightsreferred to in this clause to, and secure them for, the Company. This obligation shallsurvive the termination of this Agreement. 10. **PROVISIONS ON TERMINATION GENERALLY** 10.1 On termination of the agreement for whatever reason the Consultant shall:- 10.1.1 deliver to the Company forthwith all property of its or any of its clients which maythen be in his possession or control, including without limitation any records, plans,programs, designs, specifications, samples and documentation in any form and shall, inthe case of any data held on his own computer, irretrievably erase all such data, codeand programs;  10.1.2 thereafter observe the duty of confidentiality as set out in 4.5 of theAgreement notwithstanding its termination.10.2 The Company shall have the right to terminate the Agreement immediately without payment tothe Consultant (other than for any figures by way of fee or expenses accrued due up to thedate of that termination) if the Consultant becomes bankrupt, is convicted of an indictableoffence, commits any act of dishonesty in his provision of the Advice, commits a materialbreach of any of the terms of this Agreement or, after notice in writing, wilfully neglectsto provide or fails to remedy any default in providing the Advice. Any delay by the Company inexercising such right to terminate shall not be a waiver thereof. 11. **GOVERNING LAW** 11.1 The Agreement (and any dispute, controversy, proceedings or claim of whatever naturearising out of or in any way relating to this Agreement or its formation) shall be governed byand construed in accordance with the laws of England.
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11.2 Each of the parties to this Agreement irrevocably agrees that the courts ofEngland shall have exclusive jurisdiction to hear and decide any suit, action orproceedings, and/or to settle any disputes, which arise out of or in connectionwith this Agreement and, for these purposes, each party irrevocably submits to thejurisdiction of the courts of England. 12. **NOTICES**12.1 Any notice or other document to be served under the Agreement must, in the case of theCompany, be delivered by hand or sent by first class post or facsimile process to the Companyat its registered office marked for the attention of the Company Secretary and, in the case ofthe Consultant, must be delivered or sent by first class post to the Consultant’s residentialaddress as advised from time to time to the Company in writing. 12.2 Any such notice or other document shall be deemed to have been served: 12.2.1 if delivered by hand, on the date of delivery;  12.2.2 if posted by first class post, on the second day (being any day other than aSaturday, Sunday or bank holiday) (“Working Day”) after the date it was posted; or  12.2.3 if sent by facsimile process and received by 12.00 noon, on the date of receipt,otherwise it shall be deemed to have been received on the Working Day following thedate of receipt.12.3 As evidence of such service it shall be sufficient to prove that delivery was made by hand orthat the envelope containing such notice or other document was properly addressed and postedas a pre-paid first class letter or that the facsimile message was properly addressed anddespatched as the case may be. 13. **ENTIRE AGREEMENT AND PREVIOUS CONTRACTS** 13.1 Each party on behalf of itself (and in the case of the Company acting also as agent forthe members of the Group) acknowledges and agrees with the other party that: 13.1.1 this Agreement constitutes the entire and only agreement between the Consultant andany member of the Group relating to his consultancy with the Company;  13.1.2 neither it nor any member of the Group has been induced to enter into this Agreementin reliance upon any warranty, representation, statement, assurance, undertaking orcommitment of any nature whatsoever other than as expressly set out in this Agreementand, to the extent that any of them has been induced, it (in the case of the Company,acting on behalf of all members of the Group) unconditionally and irrevocably waivesany claims, rights or remedies which it or any of them might otherwise have in relationthereto;  13.1.3 the provisions of this clause 13.1 shall not exclude any liability which any of theparties or, where appropriate, the members of the Group would otherwise have inrelation to fraud.
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13.2 Any previous arrangement between the Company or any member of the Group and theConsultant relating to his consultancy with the Company shall be deemed to have beenterminated by mutual consent from the date of the Agreement.Signed for and on behalf of