Exhibit 4.3


Private & Confidential





23 April 2002





Mr Robert Cooke


General Manager


Sales & Product Development Health


Mayne Group


Level 19


390 St Kilda Road


MELBOURNE VIC 3004





Dear Robert,





It is with pleasure that I offer you appointment to the position of General Manager, Hospitals, under the following terms and conditions. You will report to the Group General Manager, Health, Mayne and you will be located in
Melbourne.





Employer





Your contract of employment is with Mayne Group Limited ABN 56 004 073 410 (Mayne). As an employee of Mayne, you may be required to provide services to any company in the Mayne Group, and all entities which are subsidiaries of Mayne.





Contract Terms





This contract shall take effect from 23 April 2002 and will supersede in its entirety your current employment contract and arrangements, which shall be deemed to have terminated by mutual consent as from 22 April 2002. However, for
the purposes of service-related benefits of employment, your service with Mayne will be regarded as continuous from the 24 July 2000, the date you initially commenced employment with the Group or a related company.





Duties





Your specific duties and
responsibilities in this position are as previously outlined covering the management of Mayne hospitals and your current role of General Manager, Sales & Product Development Health. You may, however, be required to undertake other duties and
responsibilities from time to time in addition to or as variations of the duties and responsibilities of the position. As a consequence, or for other reasons, your reporting responsibility and/or position title may also be altered from time to time.
In this event, your remuneration and other benefits under this contract will not be altered without your consent, except to the extent that this contract permits.





Remuneration





Your remuneration will be made up of a total employment cost (TEC)
at the rate of $440,000p.a., inclusive of salary, Superannuation and benefits you may wish to charge to the TEC.





Your next remuneration
review will be in June 2003. Thereafter, your remuneration will be reviewed annually, usually in June, with any increase, which may arise from each review being effective on 1 July. The review and operative dates may be altered by Mayne from time to
time.




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Short Term Incentive (Bonus)





You will be eligible to participate in the Mayne short term incentive scheme where a bonus of 20% of TEC may be awarded for the achievement of agreed target objectives, related to the success factors
of the Group. For outstanding performance a higher bonus to a maximum of 50% of TEC may be awarded. Your target performance will be agreed at the commencement of each measurement period.





Long Term Incentive Scheme





It is noted that you are a participant in
the Mayne Group Executives Share Option Scheme (ESOS) with previous allocations to a total of 100,000 options. Under separate cover you will receive an offer for a further 100,000 options.





Superannuation





You will be required to remain a member of the Mayne
Group Superannuation Fund.





Salary for Superannuation will be at the rate of 80% of TEC.





Full details of the range of Superannuation entitlements are supplied in the Members Booklet, which is already in your possession.





The benefits provided in the Superannuation Fund and the contributions made by Mayne meet the Superannuation Guarantee requirements.





Re-assignment





Mayne has a policy in which
it reserves the right to reassign employees geographically from time to time. Such reassignment will occur after consultation and agreement with you, particularly as to your career development and your own circumstances.





Termination of Employment





You may resign
from your employment and terminate this contract by giving to Mayne no less than 6 months notice in writing. If you do so, Mayne is not obliged to provide you with duties during the notice period. In the event you resign to join a competitor,
Mayne reserves the right to require you to serve the notice period on an active or passive basis.





Similarly, Mayne may, at any time,
terminate your employment by giving no less than 6 months notice in writing or payment in lieu. Payment in lieu of notice will be at the rate equivalent to your TEC for the period of notice.





In the case of serious misconduct (including disclosure of confidential information or other serious or continuing breaches of this contract) Mayne may terminate
your employment without notice. In this case you will receive only accrued but un-taken leave entitlements.





Retrenchment





If your employment is terminated on the grounds of redundancy, retrenchment benefits payable to you will accord with the terms of
the retrenchment policy applicable to Mayne staff at that time, except that, the payment in respect of notice will be not less than the notice period provided above.





Mayne Group Policies





You will be required to comply with Mayne Group policies and
procedures generally, as established and varied from time to time.




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Confidentiality





It is agreed that, without limiting any express or implied obligation of confidentiality upon you under any statute (including the corporation law) you undertake that you will not divulge to any person
or use any trade secrets or confidential information concerning the business, financial arrangements or any further information, which is not publicly available, except with the written authority of the undersigned.





Restriction on Activities





It is agreed
that you will not during your employment with Mayne or within six months after cessation, either on your own account or jointly with any other person, or company, solicit interfere with or endeavor to entice away from Mayne or its subsidiaries any
employee or customer of the Group.





Applicable Law





This contract of employment will be governed by the law of the State of Victoria.





Schedule of Benefits





The employment benefits applicable to you in this position are recorded in the attached
Schedule A.





Date of Effect





This contract takes effect on the 23 April 2002.





Attachments





The enclosed attachments to this letter form part of the terms and conditions of your contract of employment.





Acceptance





To signify your acceptance of
this offer of employment under the conditions outlined above, please sign, date, and return the duplicate of this letter to me.





Yours
sincerely,





STUART B JAMES


Chief Operating Officer





Att:
    Schedule of Benefits


TEC Schedule





I acknowledge having received and read this letter and each of its attachments, and I accept the offer of employment on the terms
set out in this letter.





.................................................................................Robert CookeDate:    ........ /......../........







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Schedule A





SCHEDULE OF BENEFITS





Name:

Robert CookePosition:

General Manager, HospitalsDate:

23 April 2002





These benefits apply subject to the variations contained in the covering letter. Full
details of the benefits and conditions are available from Group General Manager, Personnel.





Annual Leave





Annual leave will continue to accrue at the rate of 4 weeks (20 working days) per annum. Leave loading is included in the TEC package.





Sick Leave





Sick leave credit will
continue to accrue at the rate of 10 days on the anniversary of each complete year of service to a maximum of 52 weeks credit. Discretion will apply to the payment for sick leave beyond available credits.





Long Service Leave





Long service leave of
13 weeks becomes due after 15 years continuous service. Thereafter, long service leave accrues a rate of 4 and 1/3 weeks for each 5 years service.





Where the provisions of Awards or State legislation exceed the above, the provisions of the relevant Award or State legislation shall apply.





Other Leave





Provisions with respect to other leave will be in accordance with the guidelines issued to
Mayne staff from time to time.





Contact and Entertainment Expenses





Contact and entertainment expenses which are business related and of benefit to the company will be reimbursed through the process of claim and approval by the Group General Manager, Health,
Mayne.





Class of Air Travel





Whilst travelling on duty you are entitled to economy class for domestic flights, and business class for international flights and domestic flights in excess of 3 hours. The general rules and procedures related to travel will be as
outlined in the Staff Travel Policy.





Airline Club Lounge





Mayne will meet the annual subscription for one airline club lounge.





*
* * * * *




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TEC Schedule





TOTAL EMPLOYMENT COST





Robert Cooke





Previous Remuneration

Revised - TECSalary + Benefits

$
331,534

Salary + Benefits

$
357,878Superannuation (23.33%* of $300,000#)

$
69,990

Superannuation (23.33%* of $352,000#)

$
82,122TOTAL

$
401,524

TEC

$
440,000





Short Term IncentiveTarget

20% of TEC

$88,000Maximum

50% of TEC

$220,000





|* |  | Superannuation benefit factor of 23.33%
|- |  | ---------------------------------------




|# |  | Salary for Superannuation is $352,000 (80% of TEC)
|- |  | --------------------------------------------------




Effective:         23 April 2002




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