##### 



Exhibit 4.37
 
  
  PROTHERICS PLC (THE COMPANY) AND YOUR APPOINTMENT TO THE BOARD AS A NON-EXECUTIVE DIRECTOR
 Board
 DUTIES
 1.
    
    You will be informed how the Board is structured and what authorities are delegated to
the Chief Executive and his colleagues.2.
    
    The Board as a whole is collectively responsible for promoting the success of the
Company by directing and supervising the Companys affairs. The Boards 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; and
 NORTH AMERICA
    
    EUROPE
    
    AUSTRALASIA
    
    WWW.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 37027 USA
    
    LONDON EC4M 7AA UK
    
    SA 5350 AUSTRALIA
    
    RUNCORN, CHESHIRE WA7 4QX UKTel: +1 615 327 1027
    
    Tel: +44 (0)20 7246 9950
    
    Tel: +61 (0)8 8524 9700
    
    REGISTERED IN ENGLAND AND WALESNO. 2459087




---



##### 



(c)
    
    set the Companys values and standards and ensure that its obligations
to its shareholders and others are understood and met.
 3.
    
    In your role as a non-executive director you are required (with the other non-executives) to:
 (a)
    
    constructively challenge and contribute to the development of strategy;(b)
    
    scrutinise the performance of management in meeting agreed goals and
objectives and monitor the reporting of performance;(c)
    
    satisfy yourself that financial information is accurate and that financial
controls
and systems of risk management are robust and defensible;(d)
    
    be responsible 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.
 4.
    
    You will be 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 on the nomination, audit and remuneration committees of the Board and
attend, wherever possible, all meetings of the committees (committee meetings
may occasionally be scheduled separately from Board meetings);(f)
    
    attend all general meetings of the Company;(g)
    
    attend, wherever possible, all meetings of the Board, which meets on an
agreed
schedule (in 2007, 11 meetings are scheduled). These are mostly at the
Companys offices at Ludgate Hill, London, with occasional meetings 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;
 2




---



##### 



(i)
    
    bring independent judgement to bear on issues of strategy, policy,
resources, performance and standards of conduct;(j)
    
    make yourself available (on reasonable notice) to provide ad hoc
advice to individual directors of the Company;(k)
    
    provide guidance and direction in planning, developing and enhancing
the future strategic direction of the Company;(I)
    
    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; and(m)
    
    comply with the Financial Services Authoritys Model Code for securities
transactions by directors of listed companies and with any code of conduct
relating to securities transactions by directors and specified employees issued
by the Company from time to time.
 5.
    
    Overall, the Company anticipates that you will need to spend an average of one day
per month fulfilling your duties after the induction phase. This will include the
board
meetings, annual general meetings, annual strategy meeting and site visits. In
addition
you will be expected to spend an appropriate period of time preparing for each meeting. By accepting this appointment you confirm that you are able to commit sufficient time
to
the role to meet the Companys expectations.6.
    
    The Company seeks to adhere to the principles in the Cadbury Report on Corporate
Governance, the Greenbury Report on Directors Remuneration, the Hampel Report on
Corporate Governance and the Turnbull Report on Internal Control. You will be
expected to carry out your duties in accordance with the principles set out in these
reports, copies of which are available from the Company Secretary.7.
    
    The performance of the Board and its committees, and of individual directors, is
evaluated annually.8.
    
    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
  3




---



##### 



OUTSIDE INTERESTS
     INSURANCE
  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; or
 4




---



##### 



(c)
    
    been declared bankrupt or have made an arrangement or composition with of for the
benefit of your creditors,
    REMUNERATION
  EXPENSES
  INDEPENDENT PROFESSIONAL ADVICE
  DATA PROTECTION
  (a)
    
    personal data relating to you, for administrative and management purposes; and
 
 5




---



##### 



(b)
    
    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, offices and (if necessary) customers outside the European
Economic Area in order to further its business interests; and(b)
    
    its group companies, its offices, 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.
 THIRD PARTY RIGHTS
     
 
 6




---



##### 



Signature:
    
    /s Jacques GonellaDate:
    
    24/2/04In the presence of:
    
    -s- Julie VickersWitness signature:
    
    -s- Julie VickersWitness name:
    
    JULIE VICKERSWitness address:
    
    57 WHITE PARK CLOSEMIDDLEWICHCHESHIRECWI0 9GB, U.K.Witness occupation:
    
    CHARTERED SECRETARY
 7