**CONTENTS**       **CLAUSE**   **PAGE**       1. DEFINITIONS  1 2. TERM OF APPOINTMENT  1 3. DUTIES  2 4. HOLIDAY  4 5. OUTSIDE INTERESTS  5 6. SALARY AND BENEFITS  5 7. EXPENSES  7 8. CONFIDENTIAL INFORMATION  7 9. INVENTIONS AND CREATIVE WORKS  9 10. GARDEN LEAVE  10 11. RESTRICTIONS AFTER TERMINATION  10 12. TERMINATION BY EVENTS OF DEFAULT  12 13. INCAPACITY AND MEDICAL EXAMINATION  13 14. OBLIGATIONS UPON TERMINATION  14 15. RECONSTRUCTION AND AMALGAMATION  15 16. DISCIPLINARY AND GRIEVANCE PROCEDURES  15 17. NOTICES  15 18. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS  15 19. PROPER LAW  16 20. CONSTRUCTION  16 21. THIRD PARTY RIGHTS  16 22. COUNTERPARTS  16 
 

 
**THISAGREEMENT**is made on                      2007**BETWEEN:**(1) **PROTHERICS PLC**(No. 2459087) whose registered office is at The Heath Business and TechnicalPark, Runcorn, Cheshire WA7 4QF (the **“Company”);** (2) **ROLF SODERSTROM**of 6 Home Farm Close, East Hendred, Oxfordshire, OX1 8LR (the **“Executive”).****THE PARTIES AGREE AS FOLLOWS:**1. **DEFINITIONS**   In this agreement (unless the context requires otherwise):   **“Board”**means the board of directors from time to time of the Company (including anycommittee of the board duly appointed by it);   **“Group Company”**means the Company or any subsidiary undertaking (as defined in section 258of the Companies Act 1985) or associated company (as defined in sections 416 et seq. of theIncome and Corporation Taxes Act 1988) of the Company;   **“HMRC”**means Her Majesty’s Revenue & Customs and, where relevant, any predecessor bodywhich carried out its (or part of its) functions; and   **“UK Listing Authority”**means the Financial Services Authority in its capacity as thecompetent authority for the purposes of part VI of the Financial Services and Markets Act2000.2. **TERM OF APPOINTMENT** 2.1 The Company shall employ the Executive and the Executive shall serve the Company on theterms of this agreement (the **“Appointment”).**The Appointment shall commence on 2 October 2007and shall continue until terminated: (a) as provided for elsewhere in this agreement;  (b) by either party giving to the other not less than 12 months’ prior written notice; or  (c) unless otherwise agreed, automatically on the Executive’s 65thbirthday being the contractual retirement date.2.2 Your period of continuous employment will begin on 2 October 2007. 2.3 The Executive represents and warrants to the Company that by entering into this agreement orperforming any of his obligations under it he will not breach any court order or anyobligations to any third party (whether express or implied) and undertakes to indemnify theCompany against any claims, costs, damages, liabilities or expenses which the Company mayincur as a result of any claim that he is in breach of any such obligations. 2.4 The Executive will be provided with a copy of the Company’s staff handbook and details of anyother rules and procedures. These do not form part of the Executive’s contract of employmentwith the Company. To the extent that there is a conflict between the terms
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  of this agreement and any handbook, policies or procedures, then the terms of thisagreement shall prevail.2.5 Notwithstanding clause 2.1(b) above where notice is served to terminate the Appointment(whether by the Company or the Executive) the Company may (at its sole and absolutediscretion) terminate the Appointment at any time and with immediate effect by: (a) making the Executive a payment in lieu of the notice period (or, ifapplicable, the remainder of the notice period) equivalent to the proportion of Salary(at the date of termination) for the notice period (or remainder of the noticeperiod); and  (b) (at the Company’s option) either: (i) making the Executive a payment equivalent to the cost to theCompany of providing the Executive with his contractual benefits (which, forthe avoidance of doubt, does not include any benefits under the Pension Scheme)for the notice period (or remainder of the notice period); or  (ii) continuing to provide the Executive with his contractualbenefits until the date on which notice, if it had been served, would haveexpired or (at the Company’s option) paying him compensation in respect of anyof those benefits equivalent to the cost to the Company of providing thebenefit over the relevant period; and (c) making a payment (at the Company’s option) either to the Executive or (subjectto HMRC limits) to the trustees of the Pension Scheme of a sum equivalent to thecontributions that the Company would have made to the Pension Scheme in respect of theExecutive for the notice period (or, if applicable, the remainder of the noticeperiod).2.6 The Company may pay any sums due under clauses 2.5(a) and (b)(i) and (where thepayment is being made direct to the Executive) under clause 2.5(c) as one lump sum or ininstalments over the period until the date on which notice, if it had been served, wouldhave expired. Such payments will be subject to income tax and national insurancecontributions. The Executive will also be liable for any income tax and national insurancecontributions on any benefits continued under clause 2.5(b)(ii). 2.7 For the avoidance of doubt: (a) if the Company terminates the Executive’s employment other than in accordancewith its rights under this agreement any entitlement to damages for breach of contractwill be assessed on the normal common law principles (including the Executive’sobligation to mitigate his loss); and  (b) the right of the Company to make a payment in lieu of notice does not giverise to any right for the Executive to receive such a payment.3. **DUTIES**3.1 The Executive shall perform the duties of Chief Financial Officer. 3.2 The Executive shall: (a) devote the whole of his working time and attention to the duties assigned to him;  (b) faithfully and diligently serve the Company (and all Group Companies);
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 (c) use his best endeavours to promote and protect the interests of the Company (and all GroupCompanies);  (d) obey all reasonable and lawful directions given to him by or under the authority of theBoard;  (e) perform services for and (if the Company so requests) hold offices in such Group Companiesas the Board may from time to time require without additional remuneration (except asotherwise agreed) provided always that the Executive shall (in the event that he holds anysuch office). (i) hold any such office subject to the articles of association of the relevantGroup Company as amended from time to time;  (ii) do such things as are necessary to ensure that he and the relevant Group Companycomply with the Combined Code on Corporate Governance of the UK Listing Authority (asamended from time to time) including without limitation retiring by rotation from hisoffice and seeking re-election when requested to do so by the Company or in accordancewith the articles of the relevant Group Company;  (iii) comply with all requirements, recommendations or regulations, as amended fromtime to time, of the UK Listing Authority (including the Model Code for transactions insecurities by directors and certain senior executives of listed companies, a copy ofwhich is available from the Company Secretary), the FSA and all regulatory authoritiesrelevant to the any Group Company and any code of practice issued by the Company (asamended from time to time) relating to dealing in the securities of any Group Company;  (iv) comply with the requirements under both legislation and regulation as to thedisclosure of inside information;  (v) abide by his fiduciary duties to any Group Company of which he is a director;  (vi) (if the Board so requests) immediately resign (without any claim forcompensation) from any office held in any Group Company and the Executive herebyirrevocably appoints the Company to be his attorney to execute and do any suchinstrument or thing and generally to use his name for the purpose of giving the Companyor its nominee the full benefit of this clause;  (vii) shall not do anything that would cause him to be disqualified from holdingany such office;  (viii) shall not (without the prior written approval of the Board) resignfrom any office which he holds in the Company or any Group Company; and  (ix) acknowledges that the termination of any such office which he holds in theCompany or any Group Company (including failure to be re-elected to the officefollowing retirement by rotation) shall not terminate the Appointment which shallcontinue on the basis that the Executive is an employee only and, for the avoidance ofdoubt, the Executive shall have no claims in respect of such cessation of office;
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 (f) work at such places in the United Kingdom as the Company may require, it beingenvisaged that the Executive’s normal place of work shall be the Company’s Londonoffice;  (g) travel to such places (whether in or outside the United Kingdom) by such meansand on such occasions as the Company may from time to time require;  (h) make such reports to the Board or to anyone nominated by the Chief Executiveof the Company on any matters concerning the affairs of the Company or any GroupCompany as are reasonably required;  (i) comply with any code of practice issued by the Company (as amended from timeto time) relating to transactions in securities and with all requirements of the UKListing Authority and of all regulatory authorities relevant to the Company and anyGroup Companies with which the Executive is concerned;  (j) consent to the Company monitoring and/or recording any use that he makes ofits telecommunication or computer systems and will comply with any policies that itmay issue from time to time concerning the use of such systems;  (k) not enter into, on behalf of any Group Company, any arrangement which isoutside its normal course of business, is outside his normal duties or containsunusual or onerous terms; and  (l) report the wrongdoing (including acts of misconduct, dishonesty, breaches ofcontract, fiduciary duty, company rules or the rules of the relevant regulatorybodies) whether committed, contemplated or discussed by any other director or memberof staff of the Company and any Group Company of which you were aware to the Boardimmediately.3.3 The Executive shall work such hours as are necessary for the proper performance of hisduties. 3.4 Regulation 4(1) of the Working Time Regulations 1998 (the **“Regulations”)**limits theaverage working week (calculated in accordance with the Regulations) of each worker to amaximum of 48 hours. The Executive agrees to opt out of this part of the Regulations.Should the Executive wish to terminate this opt-out then he may do so by giving the Companynot less than three months’ written notice. The Executive will comply with any policy ofthe Company in force from time to time concerning the maintenance of records of the hoursthat he works.4. **HOLIDAY**4.1 The Executive shall be entitled to 25 working days’ holiday (in addition to the usualEnglish public holidays) in each complete holiday year worked (which is the period of 12months commencing on 1 January each year) at full salary (provided always that the holidayentitlement shall accrue on a pro rata basis whereby the Executive shall be entitled to1/260th of the holiday entitlement in any holiday year for each full working dayof the Appointment). Holiday will be taken at such time or times as may be approved inadvance by the Company. Holidays not taken in any holiday year cannot be carried over to asubsequent holiday year, without the consent of the Head of Human Resources and Training. 4.2 Upon termination of the Appointment: (a) the Executive shall be entitled to receive payment in lieu of any holidayentitlement which has accrued prior to the date of termination but is unused
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   (provided that such termination is not pursuant to clause 12 of this agreement norfollows the Executive’s resignation where the Executive fails to serve his requisiteperiod of notice pursuant to clause 2.1(b)); or  (b) the Company shall be entitled to make a deduction from the Executive’sremuneration in respect of holidays taken in excess of the entitlement accrued priorto the date of termination.4.3 If either party serves notice to terminate the Appointment the Company may require theExecutive to take any accrued but unused holiday entitlement during the notice period(whether or not the Executive is on Garden Leave as defined in clause 10 of this agreement)and the Executive’s holiday entitlement shall not accrue for any period during which theExecutive is on Garden Leave.5. **OUTSIDE INTERESTS** 5.1 The Executive shall not (save as a representative of the Company or with the prior writtenapproval of the Chief Executive or the Chairman of the Company) whether directly orindirectly, paid or unpaid, be engaged or concerned in the conduct of, be or become anemployee, agent, partner, consultant or director of or assist or have any financial interestin any other actual or prospective business or profession without the written approval of theCompany. 5.2 The Executive shall be permitted to hold shares or securities of a company any of whose shares or securities are quoted or dealt in on any recognised investment exchange providedthat: (a) any such holding shall not exceed five per cent. of the issued share capitalof the company concerned and is held by way of bona fide investment only**(“Investment”)** and  (b) he complies with all applicable rules, laws and regulations relating todealings in shares, debentures and other securities (including but not limited to theCriminal Justice Act 1993, the regulations of the UK Listing Authority, the Model Codefor transactions in securities by directors of listed companies and certain others andany requirement or code of practice issued by the Company including but not limited tothe Company’s Share Dealing Code) as amended from time to time. The Executive mustmake himself aware of these rules, laws and regulations.5.3 The Executive shall disclose to the Board any matters relating to his spouse (or anyoneliving as such), their children, stepchildren, parents or any trust or firm whose affairs oractions he controls which, if they applied to the Executive, would contravene clauses 5.1 or5.2 to the extent that he has actual knowledge of such matters.6. **SALARY AND BENEFITS** 6.1 The Executive shall be paid a basic salary of £220,000 per annum or such other rate as maybe agreed from time to time (the **“Salary”)**subject to such deductions are required by law.The Executive shall not be entitled to any other remuneration by reason of his holding anyoffice in any Group Company. The Salary shall be payable by bank credit transfer in equalmonthly instalments in arrears on or about the last working day of each calendar month tosuch bank account as the Executive may nominate. 6.2 The Salary shall be reviewed by the Board on or about 1 April each year. There is noobligation to award an increase. There will be no review of the Salary after notice oftermination of employment has been given in accordance with clause 2.1(b) or in the
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  event that the Executive is in receipt of benefits under the Company’s permanent healthinsurance policy.6.3 The Executive may participate in: (a) such share-based and other incentive schemes as may be established by theCompany from time to time for its senior management, subject to the rules of theschemes as amended from time to time provided, however, that the Executive herebyagrees that following the termination of the Appointment for whatever reason he shallnot have any claim against the Company in respect of any rights he may have acquiredunder the schemes save as provided solely by the terms of such schemes. Full detailsof the current schemes are available from the Company Secretary;  (b) such pension scheme as may be established or nominated by the Company fromtime to time (the **“Pension Scheme”)**subject to the rules of the Pension Scheme andHMRC limits, in both cases as amended from time to time, provided that if theExecutive should at any time during the Appointment cease to be a member of thePension Scheme for whatever reason he will not be entitled to rejoin the PensionScheme without the prior written consent of the Board. The Company will, subject tothe rules of the Pension Scheme and HMRC limits in both cases as amended from time totime, contribute to the Pension Scheme an amount per annum equivalent to 20 per centof the Executive’s Salary provided that the Executive shall promptly pay allcontributions due from him in respect of the Pension Scheme. Full details of theCompany’s current pension scheme are available from the Head of Human Resources andTraining. A contracting-out certificate is in force in respect of the Executive’semployment; and  (c) the Company’s private medical insurance scheme and the Company’s lifeassurance scheme subject to the Executive’s health not being such as to preventinclusion in such schemes on terms and at a premium which the Company considersreasonable, the rules of the schemes and any relevant rules or insurance policy of theprivate medical cover provider or the life assurance provider as amended from time totime. Full details of the scheme are available from the Head of Human Resources andTraining. The Company may change the private medical cover provider or the lifeassurance provider, the level of cover provided and/or terminate the schemes onreasonable notice to the Executive.6.4 The Board may (at its absolute discretion) award the Executive bonus payments (and maysuspend or discontinue such payments at any time whether generally or in relation to theExecutive only) of such amounts as the Board may determine from time to time. If the Executivereceives any bonus payment then the Company is not obliged to make any further bonus paymentsand any bonus payment will not be part of the contractual remuneration or fixed salaryhereunder. If the Executive’s employment terminates (or notice is served to terminate hisemployment) (for whatever reason) he will not be entitled to receive any bonus payments inrespect of any period. 6.5 The Company may deduct from any sums owed to the Executive all sums which he fromtime to time owes the Company or any Group Company 6.6 Subject to clauses 12 and 13.4, the Executive may participate in any permanent healthinsurance scheme with a third party insurer provided by the Company subject to the termsand conditions of the scheme as amended from time to time, the rules of the relevantinsurance policy as amended from time to time and his satisfying the requirements of thescheme insurers. The Executive’s participation in such a scheme shall be on the basisthat:
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 (a) the Company shall not be obliged to make any payment to the Executive unless ithas received payment from the scheme insurers for that purpose and, for theavoidance of doubt, no other sums will be due to the Executive from the Company;  (b) the Executive’s health is not such that the Company is unable to obtain coveror to obtain cover on terms and at a premium which the Company considers reasonable;  (c) the Company may change the provider of such insurance and/or the level ofcover provided and/or amend the scheme in any other way and/or terminate the benefitof such insurance on reasonable notice to the Executive;  (d) in the event that the Executive wishes to make a claim under the said policyof insurance the Company will use reasonable endeavours to: (i) obtain from its insurers any forms required to initiate the Executive’s claim;  (ii) provide the Executive with such forms in order to enable him tomake a claim; and  (iii) liaise between the Executive and its insurers in order toassist with the processing of the Executive’s claim but the Company willneither be liable to the Executive for any failure or refusal on the part ofthe scheme insurer to provide any benefits under any such scheme nor berequired to attempt to persuade the insurers to provide any such benefits tothe Executive (whether by means of threatening or issuing proceedings againstthe insurer or otherwise); (e) without prejudice to the Executive’s rights under clause 13.1 of thisagreement, the Company may by notice and with immediate effect discontinue payment (inwhole or in part) of the Salary and the provision of any benefit in respect of anyperiod during which the Executive shall be in receipt of any benefits under the schemeand, for the avoidance of doubt, where the Company has paid the Executive his fullSalary and provided any of his contractual benefits in respect of any period that issubsequently covered by the provision of any benefit under the scheme (the **“WaitingPeriod”)**, the Company may deduct from any sums owed to the Executive the amount bywhich the full Salary paid by the Company plus the value of any of the Executive’scontractual benefits during the Waiting Period exceeds the amount of benefit receivedfrom the scheme insurers in respect of the same period; and  (f) If the Executive is receiving benefits under any such scheme then he will, ifrequested by the Company, immediately resign from any office held in the Company or anyGroup Company.7. **EXPENSES**   The Company shall reimburse the Executive for all reasonable travel, accommodation andother expenses properly authorised by the Company and wholly, exclusively and necessarilyincurred in or about the performance of his duties hereunder, which expenses shall beevidenced in such manner as the Company may specify from time to time.8. **CONFIDENTIAL INFORMATION** 8.1 Subject to clause 8.2 below and without prejudice to his common law duties, theExecutive shall not (save in the proper course of his duties, as required by law or as
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  authorised by the Company) use or communicate to any person (and shall use his bestendeavours to prevent the use or communication of) any trade or business secrets orconfidential information of or relating to the Company or any Group Company (including butnot limited to details of clients or customers (including client or customer lists andrequirements), consultants, suppliers, designs, products, product applications, tradearrangements, terms of business, operating systems, sales information, marketinginformation or strategies, manufacturing processes, disputes, commission or bonusarrangements, pricing and fee arrangements, know-how, formulae, inventions, dealings,negotiations, transactions, employees or officers, and structures, business plans,financial information, inventions, research and development activities, personal orsensitive personal data and anything marked or treated as confidential in each case whetheractual or potential) which he creates, develops, receives or obtains while in the serviceof the Company or any Group Company. This restriction shall continue to apply after thetermination of the Appointment howsoever arising without limit in time.8.2 Reference to confidential information in this clause 8 shall not include: information whichis in the public domain at the time of any disclosure of such information by the Executive(other than information in the public domain for so long as the Executive is in a position touse such information more readily than others who have not worked for the Company);information which comes into the public domain after its disclosure otherwise than by reasonof a breach of this agreement; information which was already demonstrably known to thereceiving party at the date of disclosure and had not been received in confidence from anyGroup Company; or information which is required to be disclosed as a matter of law. 8.3 During the Appointment the Executive shall not make (other than for the benefit of theCompany) any record (whether on paper, computer memory, disc or otherwise) relating to anymatter within the scope of the business of the Company or any Group Company or their clientsor customers and suppliers or concerning its or their dealings or affairs or (either duringthe Appointment or afterwards) use such records (or allow them to be used) other than for thebenefit of the Company or the relevant Group Company. All such records (and any copies ofthem) shall belong to the Company or the relevant Group Company and shall be handed over tothe Chief Executive Officer of the Company by the Executive on the termination of theAppointment or at any time during the Appointment at the request of the Board. 8.4 Nothing in this clause shall prevent the Executive from disclosing information which he isentitled to disclose under the Public Interest Disclosure Act 1998 provided that thedisclosure is made in the appropriate way to an appropriate person having regard to theprovisions of the Act and he has first fully complied with the Company’s procedures relatingto such disclosures. 8.5 By signing this contract the Executive agrees that the Company may use Information about hiswhich he or any referees may provide or which it may acquire during the course of hisemployment and the Executive consents to the Company and other Group Companies holding andprocessing the following data relating to him: (a) personal data, for legal, administrative and management purposes; and  (b) “sensitive personal data” (as defined in the Data Protection Act 1998) including: (i) his health records and any medical reports given to or obtainedby the Company, for monitoring sick leave and taking decisions as to his fitnessto work;  (ii) his racial or ethnic origin (in order to monitor compliance withthe Race Relations Act 1976);
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 (iii) any information relating to criminal proceedings in which he has beeninvolved for compliance with the Company’s legal or regulatory requirements,for insurance purposes/ and in relation to its obligations to thirdparties.8.6 The Company may make such information available to Group Companies those who provideproducts or services to the company and Group Companies (such as advisers and payrolladministrators), regulatory authorities, potential or future employers, governmental orquasi-governmental organisations and potential purchasers of the Company or the business inwhich the Executive works. 8.7 The Executive consents to the transfer of all or any part of the information that theCompany holds relating to him to locations outside the European Economic Area to any GroupCompanies, clients and customers and other business contacts for the purpose of furtheringthe Company’s business interests.9. **INVENTIONS AND CREATIVE WORKS** 9.1 For the purposes of this clause **“Intellectual Property Rights”**means any and all patents,trade marks, service marks, rights in designs, get-up, trade, business or domain names,goodwill associated with the foregoing, copyright (including rights in computer software anddatabases), topography rights (in each case whether registered or not and any applications toregister or rights to apply for the registration of any of the foregoing), rights ininventions, knowhow, trade secrets and other confidential information, rights in databasesand all other intellectual property rights or forms of protection of a similar nature orhaving equivalent or similar effect to any of these which may now or in the future subsistanywhere in the world for the full period thereof and all extensions or removals thereof. 9.2 The Executive acknowledges that because of the nature of his duties, and the particularresponsibilities arising as a result of such duties which he owes to the Company and theGroup Companies, he has a special obligation to further the interests of the Company and theGroup Companies. In particular, the Executive’s duties will include reviewing the productsand services of the Company and Group Companies with a view to identifying and implementingpotential improvements. 9.3 The Executive shall promptly disclose to the Company any idea, invention or work which isrelevant to (or capable of use in) the business of the Company or any Group Company now orin the future made by him in the course of his performance of his duties, whether alone orwith any other person. The Executive acknowledges that all Intellectual Property Rightssubsisting (or which may in the future subsist) in any such ideas, inventions or works orwhich in any other way arise from his performance of his duties, whether alone or with anyother person, including without limitation such Intellectual Property Rights as subsist inany record of the type referred to in clause 8.3 or the contents or subject matter thereof,will, on creation, vest in and be the exclusive property of the Company and if they do notdo so he shall assign them to the Company (upon its request and at its cost) and, to theextent permitted by law, does hereby so assign them. The Executive hereby irrevocablywaives any “Moral Rights” which he may have in any such ideas, inventions or works underchapter IV of part I of the Copyright, Designs and Patents Act1988. 9.4 The Executive hereby irrevocably appoints the Company to be his attorney in his nameand on his behalf to execute and do any such instrument or thing and generally to use hisname for the purpose of giving to the Company or its nominee the full benefit of thisclause and acknowledges in favour of any third party that a certificate in writing signedby
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  any director or secretary of the Company that any instrument or act falls within theauthority hereby conferred shall be conclusive evidence that such is the case.10. **GARDEN LEAVE** 10.1 Despite any other provision in this agreement the Company is under no obligation to providethe Executive with work and may at any time require the Executive to perform no dutieswhatsoever, or any such duties as it may reasonably require and may exclude the Executivefrom any premises of any Group Company and, for the purposes of this agreement, **“GardenLeave”**means any period during which the Company exercises its rights under this sub-clause10.1. 10.2 During any period of Garden Leave the Executive shall: (a) remain an employee of the Company and be bound by the terms of this agreement;  (b) not (except as a representative of the Company or with the prior writtenapproval of the Board) whether directly or indirectly, paid or unpaid be engaged orconcerned in the conduct of any other actual or prospective business or profession orbe or become an employee, agent, partner, consultant or director of any other companyor firm or assist or have any financial interest in any other such business orprofession;  (c) not have any contact or communication (save for any purely personal contact)with any client or customer, employee, officer, director, agent or consultant of anyGroup Company save for any member of the Board or save with the prior written consentof the Board;  (d) keep the Company informed of his whereabouts so that he can be called upon toperform any appropriate duties as required by the Company except during any periodstaken as holiday;  (e) (if the Company so requests) resign from any office in any Group Company;  (f) continue to receive the Salary and contractual benefits in the usual way; and  (g) (if the Company so requests) return to the Company any property belonging tothe Company.11. **RESTRICTIONS AFTER TERMINATION** 11.1 The Executive acknowledges that because of the nature of his duties and the particularresponsibilities arising as a result of such duties owed to the Company and each GroupCompany he has knowledge of trade secrets and confidential business information (includingdetails of customers) and is therefore in a position to harm their legitimate businessinterests if he were to make use of such trade secrets or confidential business informationfor his own purposes or the purposes of another. Accordingly, having regard to the above, theExecutive accepts that the restrictions in this clause are reasonable. 11.2 The Executive covenants to the Company (for itself and as trustee for each Group Company)that in order to protect the confidential information, trade secrets and business connectionsof the Company and each Group Company he shall not for the following periods (less any periodor periods spent on Garden Leave immediately prior to Termination) after Termination howsoeverarising (but excluding repudiatory breach of this agreement by the Company) save with theprior written consent of the Board directly or indirectly, either alone or jointly with or onbehalf of any third party and whether on his
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  own account or as principal, partner, shareholder, director, employee, consultant or in anyother capacity whatsoever: (a) for six months following Termination in the Relevant Territory and incompetition with the Company or any Relevant Group Company engage, assist or beinterested in any undertaking which provides Services or Products;  (b) for six months following Termination and in competition with the Company orany Relevant Group Company solicit or interfere with or endeavour to entice away fromthe Company or any Relevant Group Company any Client in relation to the supply ofServices or Products;  (c) for six months following Termination solicit the employment or engagement ofany Key Employee in a business which is in competition with the Company or anyRelevant Group Company (whether or not such person would breach their contract ofemployment or engagement by reason of leaving the service of the business in whichthey work); and  (d) at any time following Termination represent himself as being in any wayconnected with or interested in the business of the Company or any Relevant GroupCompany.11.3 Each of the obligations in this clause is an entire, separate and independent restriction onthe Executive, despite the fact that they may be contained in the same phrase and if any partis found to be invalid or unenforceable the remainder will remain valid and enforceable. 11.4 While the restrictions are considered by the parties to be fair and reasonable in thecircumstances, it is agreed that if any of them should be judged to be void or ineffectivefor any reason, but would be treated as valid and effective if part of the wording wasdeleted, they shall apply with such modifications as necessary to make them valid andeffective. 11.5 The Executive will (at the request and cost of the Company) enter into a direct agreementwith any Group Company under which he will accept restrictions corresponding to therestrictions contained in this clause (or such as will be appropriate in the circumstances)in relation to such Group Company 11.6 The provisions of this clause will not prevent the Executive from holding an Investment. 11.7 If the Executive is offered employment or a consultancy arrangement or a partnership or anyother engagement with a third party at any time during the Appointment or in the six monthsfollowing Termination (howsoever arising), he will supply that third party with detailsconcerning the restrictions in this clause 11 provided that he shall not be permitted toprovide that third party with a copy of this agreement without the prior written approval ofthe Board 11.8 For the purposes of this clause (a) **“Client”**means any person, firm, company or entity which was a client of theCompany or any Relevant Group Company at any time during the 12 months’ prior toTermination and with which the Executive was materially concerned or had personalcontact at any time during the said period of 12 months,  (b) **“Key Employee”**means any person who immediately prior to Termination was asenior manager or a director of the Company or any Relevant Group Company
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   with whom the Executive worked closely at any time during the period of 12 monthsprior to Termination; (c) **“Relevant Group Company”**means any Group Company (and, if applicable, itspredecessors in business) for which the Executive performed services to a materialdegree or in which he held office at any time during the 12 months prior toTermination;  (d) **“Relevant Territory”**means the area constituting the market of the Company andany Relevant Group Company for Services or Products in the period of 12 months priorto Termination and with which area the Executive was materially concerned at any timeduring the said period of 12 months;  (e) **“Services”**and **“Products”**means services and/or products concerning theresearch, development and/or production of: (i) polyclonal antibody products;  (ii) immunotherapeutic products similar to or the same as thoseproduced, created or conceived by any Relevant Group Company; and/or   such other services and/or products which are the same or similar to those suppliedby any Relevant Group Company and with the supply of which the Executive wasmaterially concerned at any time in the 12-month period prior to Termination.  (f) **“Termination”**means the date of termination of the Appointment.12. **TERMINATION BY EVENTS OF DEFAULT** 12.1 The Company may terminate the Appointment by notice but with immediate effect if theExecutive: (a) is guilty of gross misconduct or commits any serious or (after warning)repeated or continued material breach of his obligations to the Company (other than byreason of absence due to illness or injury);  (b) becomes bankrupt or makes any arrangement or composition with or for thebenefit of his creditors;  (c) is convicted of any criminal offence (other than an offence under any roadtraffic legislation in the United Kingdom or elsewhere for which a fine ornon-custodial penalty is imposed) or any offence under any regulation or legislationrelating to insider dealing;  (d) is disqualified from holding any office which he is required to hold in anyGroup Company or resigns from such office without the prior written approval of theCompany;  (e) becomes of unsound mind or a patient under any statute relating to mentalhealth;  (f) becomes addicted to alcohol or drugs to an extent which in the reasonableopinion of the Board is likely to affect the proper performance of his dutieshereunder;
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 (g) does anything (in the course of his duties or otherwise) which in the reasonableopinion of the Board does actually or might reasonably be expected to bring himselfor any Group Company into disrepute or prejudice the interests of any Group Company;  (h) acts in a way which is in the reasonable opinion of the Board materiallyadverse to the interests of any Group Company;  (i) is prevented by illness, injury or other incapacity from fully performing hisobligations to the Company for an aggregate of 180 days in any period of 12 monthsprovided that the Company shall not terminate the Appointment under this clause12.1(i) solely on grounds of the Executive’s illness, injury or incapacity where to doso would cause the Executive to forfeit existing or prospective benefits under clause6.6; or  (j) is guilty of a serious breach of the rules and regulations as amended fromtime to time of the UK Listing Authority (including the Model Code for transactions insecurities by directors of listed companies), the Financial Services Authority or anyregulatory authority relevant to the business of any Group Company or any compliancemanual or code of practice issued by the Company (as amended from time to time).12.2 Any delay by the Company in exercising such right to terminate shall not constitute a waiverthereof.13. **INCAPACITY AND MEDICAL EXAMINATION** 13.1 Provided the Executive complies with the Company’s rules on notification and evidence ofabsence due to illness or injury (as amended from time to time) he shall be paid the Salaryduring any absence from work due to illness or injury for an aggregate of up to 180 workingdays in any period of 12 months. Such payments shall be reduced by the amount of any socialsecurity, insurance or other benefit to which he is entitled as a result of his incapacity (orto which he would have been entitled if he had applied for such benefit). Thereafter, theCompany may by notice and with immediate effect (or from a future date specified in thenotice) discontinue payment (in whole or part) of the Salary and provision of any benefitsuntil such incapacity shall cease or (whether or not the Salary and benefits shall have beendiscontinued as aforesaid) terminate the Appointment. 13.2 If the Executive is away from work due to illness or injury for a consecutive period of 45working days or the Company reasonably envisages that he will be away for such a period theCompany may (without prejudice to the provisions of clause 12 of this agreement) appointanother person or persons to perform the Executive’s duties until he returns to work. 13.3 The Company may require the Executive to undergo examinations by medical advisers appointedor approved by the Company and the Executive authorises such advisers to disclose to theCompany the results of such examinations and to discuss with it any matter arising from suchexaminations that may affect the Executive’s performance of his duties. 13.4 Subject to the provisions of clause 12.1(i) above, the Company may terminate the Appointmentby giving the notice specified in clause 2 or under clause 12.1 at any time, even if suchtermination results in the Executive losing any existing or prospective benefits under clause13.1 or clause 6.6 of this agreement. 13.5 If the Executive is unable to perform his duties under this agreement as a result of illhealth, accident or injury caused by actionable negligence, nuisance or breach of any
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  statutory duty on the part of any third party in respect of which damages may berecoverable the Executive will immediately inform the Company of this fact and all relevantparticulars. The Executive may (if requested to do so by the Company) pursue a claimagainst the third party for damages and will notify the Company of the progress of theclaim and any settlement, award or judgment. The Executive will pay the Company that partof any damages or compensation recovered by him which relates to loss of earnings for theperiod during which he was paid by the Company but unable to perform his duties under thisagreement less any costs borne by him in connection with the recovery of the damages orcompensation provided, however, that the payment to the Company will not exceed the totalamount paid to him by the Company in respect of the relevant period.14. **OBLIGATIONS UPON TERMINATION** 14.1 Upon whichever is the first to occur of termination of the Appointment howsoever arising orthe Company sending the Executive on Garden Leave the Executive shall (if the Board sorequests): (a) immediately resign without claim for compensation from any offices held in theCompany or any Group Company and membership of any organisation and any Office in anyother company acquired by reason of or in connection with the Appointment and from anyposition which he holds as a trustee in relation to the business of any Group Companyand the Executive hereby irrevocably appoints the Company to be his attorney in hisname and on his behalf to execute any documents and to do any things necessary orrequisite to give effect to this clause;  (b) deliver to the Board all documents (including, but not limited to,correspondence, lists of clients or customers, plans, drawings, accounts and otherdocuments of whatsoever nature and all copies thereof, whether on paper, computermemory or otherwise) made, compiled or acquired by him during the Appointment andrelating to the business, finances or affairs of the Company or any Group Company orits or their clients and any other property of any Group Company which is in hispossession, custody, care or control and, if so requested by the Company, he shallsend to the Company Secretary a signed statement confirming that he has complied withhis obligations under this sub-clause 14.1(b);  (c) irretrievably delete any information relating to the business of the Companyor any Group Company stored on any magnetic or optical disc or memory and all matterderived therefrom which is in his possession, custody, care or control outside thepremises of the Company and shall produce such evidence of compliance with thissub-clause as the Company may require; and  (d) transfer (without payment) to the Company (or as it may direct) any qualifyingor nominee shareholdings which he holds in connection with the Appointment and theExecutive hereby irrevocably appoints the Company to be his attorney to execute suchtransfers on his behalf provided that, for the avoidance of doubt, “qualifyingshareholdings” and/or “nominee shareholdings” for these purposes shall not include anyshares or share options held by the Executive pursuant to any share option or othershare-based incentive scheme of the Company.14.2 Upon termination of the Appointment howsoever arising the Executive shall have no rights asa result of this agreement (or any alleged breach of it) to any compensation under or inrespect of any share option, bonus or long-term incentive plans in which he may participateor have received grants or allocations at or before the date the Appointment terminates. Anyrights which he may have under such schemes shall be exclusively governed by the rules ofsuch schemes.
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15. **RECONSTRUCTION AND AMALGAMATION**   If the Executive’s employment is terminated at any time in connection with anyreconstruction or amalgamation of the Company or any Group Company whether by winding up orotherwise and he receives an offer of employment on terms which (considered in theirentirety) are no less favourable to any material extent than the terms of this agreementfrom an undertaking involved in or resulting from such reconstruction or amalgamation heshall have no claim whatsoever against the Company or any such undertaking arising out ofor connected with such termination.16. **DISCIPLINARY AND GRIEVANCE PROCEDURES** 16.1 The terms of any document containing the Company’s disciplinary rules and procedures andgrievance and appeals procedures published from time to time can be obtained from the HumanResources Function. 16.2 The Company may at any time and upon notice from the Board suspend the Executive for aperiod of up to four weeks for the purposes of investigating any allegation of misconduct orneglect against him and during this period he will continue to receive his salary and allcontractual benefits but will not (except with the prior written approval of the Board)attend any premises of or contact any employee (other than any director) or client orcustomer of any Group Company.17. **NOTICES**   Any notice to be given hereunder shall be in writing. Notices may be given by either partyby personal delivery or post or by fax addressed to the other party at (in the case of theCompany) its registered office for the time being and (in the case of the Executive) hislast known address. Any such notice given by letter or fax shall be deemed to have beenserved at the time at which the notice was delivered personally or received or (if sent bypost) would be delivered in the ordinary course of post.18. **ENTIRE AGREEMENT AND PREVIOUS CONTRACTS**   Each party on behalf of itself and (in the case of the Company, as agent for the GroupCompanies) acknowledges and agrees with the other party (the Company acting on behalf ofitself and as agent for each Group Company) that: (a) this agreement constitutes the entire and only agreement between theExecutive and any Group Company relating to his employment with the Company;  (b) neither the Executive nor the Company nor any Group Company has been inducedto enter into this agreement in reliance upon, nor has any such party been given, anywarranty, representation, statement, assurance, covenant, agreement, undertaking,indemnity or commitment of any nature whatsoever other than as are expressly set outin this agreement and, to the extent that any of them has been, it (in the case ofthe Company, acting on behalf of all Group Companies) and he unconditionally andirrevocably waives any claims, rights or remedies which any of them might otherwisehave had in relation thereto;  provided that the provisions of this clause 18 shall not exclude any liability which any ofthe parties or, where appropriate, the Group Companies would otherwise have to any otherparty or, where appropriate, to the Group Companies or any right which any of them may havein respect of any statements made fraudulently by any of them prior to
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  the execution of this agreement or any rights which any of them may have in respect offraudulent concealment by any of them.18.2 Any previous agreement or arrangement between the Executive and the Company or any GroupCompany concerning the Executive’s employment shall be deemed to have been terminated bymutual consent as from the date of this agreement.19. **PROPER LAW** 19.1 This 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 governedby and construed in accordance with English law. 19.2 Each of the parties to this agreement irrevocably agrees that the courts of England shallhave exclusive jurisdiction to hear and decide any suit, action or proceedings, and/or tosettle any disputes, which may arise out of or in connection with this agreement and, forthese purposes, each party irrevocably submits to the jurisdiction of the courts of England.20. **CONSTRUCTION** 20.1 The headings in this agreement are inserted for convenience only and shall not affect itsconstruction. 20.2 Any reference to a statutory provision shall be construed as a reference to any statutorymodification or re-enactment thereof (whether before or after the date hereof) for the timebeing in force. 20.3 No modification, variation or amendment to this agreement shall be effective unless such modification, variation or amendment is in writing and has been signed by or on behalf ofboth parties.21. **THIRD PARTY RIGHTS** 21.1 The Contracts (Rights of Third Parties) Act 1999 shall only apply to this agreement inrelation to any Group Company. No person other than the parties to this agreement and anyGroup Companies shall have any rights under it and it will not be enforceable by any personother than those parties.22. **COUNTERPARTS**   This agreement may be executed by counterparts which together shall constitute oneagreement. Either party may enter into this agreement by executing a counterpart and thisagreement shall not take effect until it has been executed by both parties. Delivery ofexecuted counterpart of this agreement by facsimile shall take effect as delivery of anexecuted counterpart of this agreement provided that, the relevant party shall give theother the original of such counterpart as soon as reasonably practicable thereafter.**IN WITNESS**whereof this agreement has been executed as a deed on the date first above written.