**EXHIBIT 18**

 

**Private & Confidential**

 

14 April 2003 

 

Mr Paul Binfield 

General Manager Finance, Pharmaceuticals 

Mayne Group Limited 

390 St Kilda Road 

MELBOURNE VIC 3004 

 

Dear Paul,

 

It is with pleasure that I offer you appointment to the position of DeputyChief Financial Officer, under the following terms and conditions. You will report to the Chief Financial Officer, 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 aresubsidiaries of Mayne. 

 

**Contract Terms**

 

This contract shall take effect from 1 May 2003 and will supersede in its entirety yourcurrent employment contract and arrangements, which shall be deemed to have terminated by mutual consent as from 30 April 2003. However, for the purposes of service-related benefits of employment, your service with Mayne will be regarded ascontinuous from the 17 November 1999, the date you initially commenced employment with the Group or a related company. 

 

**Duties**

 

Your specific duties and responsibilities in this position are as set out in the attached position description. You may, however, be required to undertake other duties and responsibilities from time to time inaddition 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 andother 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 $300,000p.a., inclusive of salary, Superannuation and benefits you may wish to charge to the TEC. 

 

Your remuneration will next be reviewed in June 2004, with any increase, which may arise fromthe review, being effective on 1 July 2004. The review and operative dates may be altered by Mayne from time to time. Thereafter your remuneration will be reviewed annually in June, with any increase which may arise to be effective 1 July.

 

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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 achievementof agreed target objectives, related to the success factors of the Group. For outstanding performance a higher bonus to a maximum of 40% of TEC may be awarded. Your target performance will be agreed at the commencement of each measurement period.

 

**Superannuation**

 

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

 

Salary for Superannuation will be at the rate of 92% of TEC. 

 

Full details of the range of Superannuation entitlements are supplied in the Member’sBooklet, which is already in your possession. 

 

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

 

**Re-assignment**

 

Mayne has a policy inwhich 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 lessthan three (3) 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 periodon an active or passive basis. 

 

Similarly, Mayne may, at any time, terminateyour employment by giving no less than three (3) 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 otherserious 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 toMayne 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. 

 

**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 anytrade 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. 

 

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**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 jointlywith 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. 

 

**Date of Effect**

 

This contract takes effect on the 1 May 2003. 

 

**Attachments**

 

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

 

**Acceptance**

 

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

 

Yours sincerely, 

 

/s/ Stuart James

 

STUART JAMES 

Group Managing Director & CEO

 

Att:    Schedule of Benefits 

 TEC Schedule 

 Position Description 

 

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

 

 
Paul BinfieldDate:     /     /     
 

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**SCHEDULE OF BENEFITS**

 

Name:
    Paul Binfield
Position:
    Deputy Chief Financial Officer
Date:
    1 May 2003
 

 

These benefits apply subject to the variations contained in the covering letter. Full details of the benefits and conditions are availablefrom 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 eachcomplete 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 therelevant Award or State legislation shall apply. 

 

**Other Leave**

 

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

 

**Contact andEntertainment Expenses**

 

Contact and entertainment expenses which arebusiness related and of benefit to the company will be reimbursed through the process of claim and approval by the Chief Financial Officer, Mayne. 

 

**Class of Air Travel**

 

Domestic air travel on company business shall be economy class, except for flights in excess of three hours where the employee may, subject to the approval of an appropriate manager with the delegated authority,upgrade from economy class to business class. 

 

Travel on international flightson company business shall be business class. 

 

* * * * * *

 

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**TOTAL EMPLOYMENT COST (TEC)**

**SCHEDULE**

 

PAUL BINFIELD 

 

Effective: 1 May 2003 

 

**Previous TEC**
    
**Revised TEC**

Salary
  $180,800    Salary  $266,880
Superannuation

(12%* of $160,000#)
  $19,200    
Superannuation

(12%* of$276,000#)
  $33,120
**TOTAL**
  **$****200,000**    **TEC**  **$****300,000**
 

**Short Term Incentive**

**Target**
  
**20% of TEC**
  $60,000
**Maximum**
  
**40% of TEC**
  $120,000*Superannuation benefit factor of 12% #Salary for Superannuation is $276,000 (92% of TEC) 
 

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