Exhibit 4.4



 THIS AGREEMENT is made on the 14th day of February
          2005 BETWEEN 

	(1)	ASTRAZENECA UK LIMITED
                    whose registered office is at 15 Stanhope Gate, London W1K
                    1LN (hereinafter called “the Company”); 
	 	 
	(2)	JOHN SIMON PATTERSON of
                    15 Stanhope Gate, London W1K ILN, who was appointed a director
                    of AstraZeneca PLC with effect from 1 January 2005 (hereinafter
                    called “the Executive”); and 
	 	 
	(3)	ASTRAZENECA PLC whose registered
                    office is at 15 Stanhope Gate, London W1K 1LN (hereinafter
                    called “AstraZeneca”). 


 WHEREAS

	 (A)	 The Company has agreed
                    to employ the Executive. 
	 
	 (B)	 AstraZeneca is a party
                    to this Agreement in order to take the benefit of certain
                    undertakings of the Executive. 
	 


NOW IT IS AGREED as follows:-
	 	 	 
	INTERPRETATION 
	 	 
	 1.	 In this Agreement:- 
	 
	 	 (A)	 the headings are for ease
                    of reference only and should be ignored when construing the
                    terms of this Agreement; 
	 
	 	 (B)	 the following words have
                    the respective meanings set alongside them 
	 











 

     

     -2- 



	 	 	(i) 	“Board”	 	means the Board of Directors
                    of the Company as the same may be constituted from time to
                    time or such other person or persons as the Board of Directors
                    may nominate as the representative of the Board of Directors
                    for the purpose of this Agreement; 
	 	 	 	 	 	 
	 	 	(ii)	“Employment”	 	means the employment established
                    by this Agreement; 
	 	 	 	 	 	 
	 	 	(iii)	“Group”	 	means the Company, the
                    Company’s Holding Company and any Subsidiary for the
                    time being of the Company; 
	 	 	 	 	 	 
	 	 	(iv) 	“Holding Company”	 	has the meaning given in
                    the Companies Act 1985; 
	 	 	 	 	 	 
	 	 	(v) 	“Subsidiary”	 	has the meaning given in
                    the Companies Act 1985;
	 	 	 	 	 	 
	 	 	(vi) 	“AstraZeneca
                    Board”	 	means the Board of Directors
                    of AstraZeneca as the same may be constituted from time to
                    time or such other person or persons as the Board of Directors
                    of AstraZeneca may nominate as the Board of Directors for
                    the purpose of this Agreement.










 



 -3-

 THE EMPLOYMENT 

	2. 	 	The Company
                    agrees to employ the Executive and the Executive agrees to
                    serve the Company and the Group in a senior executive capacity
                    and as a director of AstraZeneca.
	 	 	 
	DURATION
                              OF EMPLOYMENT
	 	 	 
	3.	(A)	Employment under this
                    Agreement shall be deemed to commence with effect from 1
                    January 2005. The Executive’s period of continuous employment
                    for statutory purposes began on 1 June 1975. Employment shall
                    continue (unless previously terminated under the provisions
                    of Clause 8 hereof) until terminated by either the Company
                    giving to the Executive or the Executive giving to the Company
                    at any time not less than twelve months’ previous notice
                    in writing to that effect PROVIDED ALWAYS that as soon as
                    the Executive shall attain the age of sixty-two years the
                    Employment shall thereupon cease and determine unless the
                    Executive is requested by the Company to continue his service
                    thereafter and he consents thereto. It is the Company’s
                    expectation that if it terminates the Employment under the
                    provisions of this Clause 3(A) any liability for compensation
                    would be subject to mitigation but would be calculated on
                    the basis of one year’s base salary, target bonus and
                    other benefits. 
	 	 	 
	 	(B) 	Without prejudice to the
                    Executive’s obligation to give notice in accordance
                    with Clause 3(A) above, the Company shall be entitled (but
                    not obliged) at its election to accept such shorter period
                    of notice from the Executive as it considers appropriate,
                    subject to the Executive entering into such post employment
                    termination restrictions (including non-competition and non-solicitation
                    provisions) as the Company considers to be reasonably necessary
                    for the protection of the business and confidential information
                    of the Group. 


 

  

  









 



 -4-

DUTIES OF THE EXECUTIVE
	 	 	 	 
	4.	(A)	The Executive
                    undertakes to the Company and AstraZeneca that he shall during
                    the Employment:- 
	 	 	 	 
	 	 	(i) 	use his best
                    endeavours to promote the interests of the Group and will
                    (unless prevented by ill health or accident and except during
                    holidays permitted by this Agreement) devote the whole of
                    his working time and attention to his duties hereunder; 
	 	 	 	 
	 	 	(ii)	carry out
                    such duties compatible with his status in accordance with
                    such reasonable directions as may from time to time reasonably
                    be assigned to him by
                    the Board, or, by AstraZeneca Board, and each such Board
                    shall at any time during the period of the Employment have
                    the right to call on the Executive to accept responsibility
                    for some other branch of the Company’s affairs or those
                    of any other member of the Group either in substitution for
                    or in addition to that at present entrusted to him; and 
	 	 	 	 
	 	 	(iii)	accept such offices in
                    any member of the Group as may be reasonably required by
                    the Board or AstraZeneca Board.
	 	 	 	 
	 	(B)	The Executive
                    may be required to perform duties which are reasonable and
                    compatible with his status not only for the Company but also
                    for any other member of the Group but the Company shall remain
                    obliged to make the payments and provide or procure the benefits
                    which the Executive is entitled to receive under the provisions
                    of Clause 6 hereof.
	 	 	 	 
	 	(C)	The Executive
                    undertakes to the Company and AstraZeneca that he will not
                    except as a shareholder or debenture-holder in any public
                    or private company be engaged or interested either directly
                    or indirectly in any capacity in any other trade, business
                    or occupation and shall not without the consent of AstraZeneca, 


 









 



 -5-

	 	 	expressed
                    by resolution of the AstraZeneca Board, be entitled to hold
                    any external directorships (meaning directorships in non-Group
                    companies) or other offices. 
	 	 	 	 
	CONFIDENTIALITY 
	 	 	 	 
	5.	(A)	The
                    Executive undertakes to the Company and AstraZeneca that
                    he:- 
	 	 	 	 
	 	 	(i)	shall keep the secrets
                    of the Company and any other member of the Group and shall
                    not either during the Employment or at any time after the
                    termination thereof divulge any matters or things relating
                    to the business or interests of the Company or any other
                    member of the Group to any unauthorised person or utilise
                    any secret or confidential knowledge or information of the
                    Company or any other member of the Group acquired in consequence
                    of the Executive’s Employment or otherwise to the detriment
                    or prejudice of the Company or any other member of the Group;
                    and
	 	 	 	 
	 	 	(ii)	shall also keep the secrets
                    of any company, firm or person with which the Company or
                    any other member of the Group may at any time during the
                    Employment be in commercial or technical co-operation or
                    association and the Executive hereby expressly binds himself
                    both during the period of the Employment and at all times
                    after the termination thereof not to divulge any matters
                    or things relating to the businesses or interests of any
                    such company, firm or person to any unauthorised person nor
                    to utilise any secret or confidential knowledge or information
                    of any such company, firm or person acquired in consequence
                    of the Executive’s Employment or otherwise to the detriment
                    or prejudice of any such company, firm or person. 
	 	 	 	 
	 	(B) 	Since
                    the Executive may obtain in the course of his Employment
                    confidential information concerning any other member of the
                    Group he hereby agrees that he will at the request and cost
                    of the Company enter into a direct agreement or










 



 -6-

	 	 	undertaking
                    with anyisuch company whereby he will accept restrictions
                    and provisions corresponding to the restrictions and provisions
                    herein contained (or such of them as may be appropriate in
                    the circumstances) in relation to such information. 
	 	 	 
	 	(C) 	The obligations of the
                    Executive under this Clause shall continue to be fully binding
                    on the Executive notwithstanding the termination of the Employment. 
	 	 	 
	REMUNERATION,
                              BENEFITS, HOLIDAYS AND EXPENSES
	 	 	 
	6.	(A) 	By way of remuneration
                    for his services under this Agreement the Company shall for
                    the period from the commencement of Employment to 31 December
                    2005 pay to the Executive a salary at the rate of £470,000
                    per annum and thereafter during the period of Employment
                    at such rate of £470,000 or such higher rate as may
                    have been fixed from time to time by, or under the authority
                    of, the Board, such salary to be payable by monthly instalments
                    in arrears.
	 	 	 
	 	(B) 	Such salary shall be inclusive
                    of any other sums received as directors’ fees or other
                    remuneration (save as provided in this Agreement) from the
                    Company or any other member of the Group and to give effect
                    to this provision the Executive shall pay over or procure
                    to be paid over to the Company all such fees or other remuneration
                    received by him. 
	 	 	 
	 	(C) 	The Executive may retain
                    (if and so long as agreed by the Board) any fees or remuneration
                    which may be payable to him in respect of any external directorships
                    (meaning directorships in non-Group companies) and other
                    offices the holding of which has been authorised under Clause
                    4(C) hereof. 
	 	 	 
	 	(D) 	The Executive shall also
                    be entitled to participate during the Employment in such
                    performance-related bonus schemes and such share incentive
                    or option schemes, in accordance with the rules of any such
                    schemes as the AstraZeneca Board may










 



 -7-

	 	 	from time to time adopt
                    for directors (whether or not together with other employees)
                    of AstraZeneca. 
	 	 	 
	 	(E)	The Company
                    shall also pay to the Executive such sum as may from time
                    to time be determined by, or under the authority of, the
                    Board towards expenses which are personally incurred by him
                    on behalf of the Company and are not charged under Clause
                    6(F) below. 
	 	 	 
	 	(F)	The Company shall also
                    repay to the Executive his actual reasonable travelling,
                    hotel and other expenses incurred on the business of the
                    Company in connection with the Employment, it being a term
                    of this Agreement that the Executive shall make such journeys
                    (at home or abroad) on the Company’s business as he
                    may be reasonably required by the Company from time to time
                    to undertake. 
	 	 	 
	 	(G)	The Executive shall conform
                    to such hours of work as may from time to time reasonably
                    be required of him to carry out his duties to the satisfaction
                    of the Board. The Executive shall be entitled without loss
                    of remuneration to a core entitlement of 22 days’ holiday
                    in each year (in addition to English bank and other public
                    holidays), together with any such holiday as he might ‘purchase’ through
                    membership of the AZ Advantage scheme. 
	 	 	 
	 	(H)	During any period of absence
                    from work due to sickness, injury or incapacity (but without
                    prejudice to the provisions of Clause 8(A) below) there shall
                    be deducted from the remuneration of the Executive the amount
                    of income benefit which he is entitled to claim in consequence
                    of such sickness, injury or incapacity under any Social Security
                    or National Insurance Scheme as for the time being in force
                    in England and Wales. 
	 	 	 
	 	(I)	The Executive shall be
                    entitled during the Employment to continued membership of
                    the AstraZeneca Pension Fund or of such other pension scheme
                    providing substantially similar benefits as the Company nominates
                    subject to and in accordance with the rules of the scheme
                    in question as from time to time 










 



 -8-

	 	 	amended. Changes
                    in the rules of the scheme in question will be notified to
                    the Executive. Continued membership of and accrued rights
                    under the AstraZeneca Pension Fund will not be affected in
                    any way by the entering into of this Agreement. 
	 	 	 
	 	(J)	The Executive shall be
                    entitled during the Employment to such other benefits including
                    participation in AZ Advantage not inconsistent with the foregoing
                    and as may be appropriate for a person of the status of the
                    Executive as are provided to other UK based employees in
                    the Group. 
	 	 	 
	INTELLECTUAL
                              PROPERTY RIGHTS 
	 	 	 
	7.	(A)	If the Executive (whether
                    alone or with others) shall at any time during the period
                    of the Employment make an invention (whether or not patentable)
                    within the meaning of the Patents Act 1977 (hereinafter called “Invention”)
                    relating to the business of the Company or any other member
                    of the Group he shall promptly disclose to the Company full
                    details thereof to enable the Company promptly to assess
                    the Invention and whether in its opinion under the applicable
                    law the Invention is the property of the Company provided
                    that any Invention which does not belong to the Company shall
                    be treated as confidential by the Company
	 	 	 
	 	(B)	If any Invention belongs
                    to the Company the Executive shall consider himself as a
                    trustee for the Company in relation to each such Invention
                    and shall, at the request and expense of the Company, do
                    all things necessary to vest all right, title and interest
                    in any such Invention (and in any patent granted in connection
                    therewith) in the Company or its nominee absolutely as legal
                    and beneficial owner and to secure and preserve full patent
                    or other appropriate forms of protection therefor in any
                    part of the world.
	 	 	 
	 	(C)	If an Invention does not
                    belong to the Company, the Company shall have the right to
                    acquire for itself or its nominee the Executive’s rights
                    therein within three (3)
	 	 	 










 



 -9-

	 	 	months after
                    disclosure pursuant to sub-clause (A) of this Clause on fair
                    and reasonable terms to be agreed or in default of agreement
                    within one (1) month to be acquired at a price to be determined
                    by a single expert to be nominated in default of agreement,
                    at the request of either the Company or the Executive, by
                    the President for the time being of the Chartered Institute
                    of Patent Agents or in default by the Courts.
	 	 	 
	 	(D) 	If the Executive (whether
                    alone or with others) shall at any time during the period
                    of the Employment create or make any discovery, design or
                    other work (whether registrable or not and whether or not
                    a copyright work), other than an Invention or which is unconnected
                    with the Employment (hereinafter called “Works”),
                    the Executive shall forthwith disclose to the Company full
                    details thereof and shall consider himself as a trustee for
                    the Company in relation to all such Works. The Executive
                    shall at the request and expense of the Company execute and
                    do all instruments and things necessary to vest all right,
                    title and interest in and to any such Works in the Company
                    or its nominee absolutely as legal and beneficial owner. 
	 	 	 
	 	(E) 	In consideration of the
                    Company entering into this Agreement the Executive hereby
                    assigns to the Company by way of assignment of future copyright,
                    design and other proprietary rights if any for the full term
                    thereof throughout the world in respect of all copyright
                    works created or made by the Executive during the period
                    of the Employment (except only those copyright works created
                    or made by the Executive and unconnected with the Employment).
	 	 	 
	 	(F) 	The Executive shall not
                    except as provided in this Clause or as may be necessary
                    in the course of the Employment disclose or make use of any
                    Invention or Works which belongs to the Company or, unless
                    and until the Company’s right under sub-Clause (C) shall
                    have expired, any Invention falling within the terms of that
                    sub-Clause. 










 



 -10-

	 	(G) 	The Executive
                    shall give notice in writing to the Company promptly on becoming
                    aware of any infringement or suspected infringement of any
                    intellectual property right in any Invention or Works. 
	 	 	 
	 	(H) 	The Executive shall not
                    do or fail to do any act which would or might prejudice the
                    rights of the Company under this Clause. 
	 	 	 
	 	(I) 	Rights and obligations
                    under this Clause shall continue in force after the termination
                    of the Employment in respect of each Invention and Works
                    and shall be binding upon the representatives of the Executive. 
	 	 	 
	 	(J) 	The Executive hereby irrevocably
                    waives any rights the Executive may have under Chapter IV (moral
                    rights) of Part I of the Copyright, Designs and Patents Act
                    1988 and any foreign corresponding rights in respect of all
                    Works. 
	 	 	 
	 	(K) 	The Executive HEREBY IRREVOCABLY
                    APPOINTS the Company to be his Attorney in his name and on
                    his behalf to execute and do any such instrument or thing
                    as may be desirable and generally to use his name for the
                    purpose of giving to the Company (or its nominee) the full
                    benefit of the provisions of this Clause or of the Company’s
                    entitlement under statute and in favour of any third party
                    a certificate in writing signed by any director or the secretary
                    of the Company that any instrument or act falls within the
                    authority hereby conferred shall be conclusive evidence that
                    such is the case.
	 	 	 
	TERMINATION 
	 	 	 
	8.	(A)	If the Executive shall
                    by reason of illness be unable to carry out his duties under
                    this Agreement for any time in excess of twelve calendar
                    months during any period of eighteen calendar months of his
                    service under this Agreement the Company shall be at liberty
                    on written notice to the Executive and on payment to him
                    of three months’ salary to terminate forthwith the Employment. 
	 	 	 










 



 -11-

	 	 (B)	 Notwithstanding any other
                    provision of this Agreement, the Company shall (without prejudice
                    to the other rights and remedies of the Company) be entitled
                    to terminate the Employment forthwith if the Executive:-
	 
	 	 	 (i)	 commits any serious or
                    persistent breach of his obligations under this Agreement
                    or is guilty of any gross default or gross misconduct in
                    connection with or affecting the business of the Company
                    or any other member of the Group or conducts himself (whether
                    or not in connection with the Employment) in a manner materially
                    prejudicial to the Company or any other member of the Group
                    or is guilty of conduct tending to bring himself or the Company
                    or another member of the Group into material disrepute; or 
	 
	 	 	 (ii)	 is guilty of dishonesty
                    whether or not in connection with the Employment which indicates
                    the Executive is not suitable for the Employment; or 
	 
	 	 	 (iii)	 commits a breach of any
                    legislation in force from time to time which may have a material
                    adverse effect on the business or reputation of the Company
                    or another member of the Group; or 
	 
	 	 	 (iv)	 becomes of unsound mind,
                    is bankrupted or has a receiving order made against him or
                    makes any general composition with his creditors or takes
                    advantage of any statute for the time being in force affording
                    relief for insolvent debtors; or 
	 
	 	 	 (v)	 becomes prohibited by
                    law from being a director of a company 
	 
	 	 	 	 whereupon the Executive
                    shall have no claim against the Company or AstraZeneca for
                    damages or otherwise by reason of such termination. 
	 










 



 -12-

	EVENTS UPON TERMINATION
	 	 
	 9.	 Upon the termination of
                    the Employment howsoever occasioned the Executive shall forthwith:- 
	 
	 	 (a)	 deliver on the request
                    of the Company or AstraZeneca to the Company or (as the case
                    may be) AstraZeneca (i) all documents and other materials
                    of whatsoever nature whether originals or copies made or
                    compiled by or delivered to the Executive during the period
                    of the employment (or any previous employment with Imperial
                    Chemical Industries PLC or successor companies) and concerning
                    the business, organisation, transactions, accounts, finances
                    or affairs of the Company or another member of the Group
                    and the Executive shall not retain any copies except such
                    as he may reasonably require in respect of any dispute or
                    anticipated dispute he may have with a member of the Group;
                    and (ii) return to the Company all other property of the
                    Company or (as the case may be) of any other member of the
                    Group (including any motor car made available to the Executive
                    which shall be returned in good condition (fair wear and
                    tear excepted)) in the possession or under the control of
                    the Executive; and 
	 
	 	 (b)	 at any time or from time
                    to time thereafter upon the request of the Company or AstraZeneca,
                    resign without claim for compensation from office as a director
                    of the Company and all other offices held by him in any other
                    member of the Group (without prejudice to any claim the Executive
                    may have for damages for breach of this Agreement) and should
                    he fail to do so the Company is hereby irrevocably authorised
                    to appoint some person in his name and on his behalf to sign
                    and do any documents or things necessary or requisite to
                    give effect thereto. 
	 










 



 -13-

	DIRECTORSHIP
	 	 	 
	10. 	If
                    the Executive ceases to be a director of AstraZeneca without
                    his consent, the Employment shall automatically determine
                    but without prejudice to any claim the Executive may have
                    for damages for breach of this Agreement. 
	 	 	 
	 	 	 
	NOTICES
	 	 	 
	11.	Notices
                    by any party hereto must be given by letter or facsimile
                    transmission (“fax”) addressed to the other parties
                    at (in the case of the Company and AstraZeneca) its registered
                    office for the time being and (in the case of the Executive)
                    his last known address and any such notice given by letter
                    (unless delivered by hand) or fax shall be deemed to have
                    been given at the time at which the letter or fax would be
                    delivered in the ordinary course of post or transmission
                    as the case may be.
	 	 	 
	 	 	 
	MISCELLANEOUS 
	 	 	 
	12.	(A)	The benefits and obligations
                    of this Agreement shall devolve upon the Company’s and
                    AstraZeneca’s successors in business and assigns.
	 	 	 
	 	(B) 	The expiration or determination
                    of the Employment howsoever arising shall not operate to
                    affect such of the provisions hereof as in accordance with
                    their terms are expressed to operate or have effect thereafter. 










 



 -14-

 IN WITNESS whereof this Agreement has been duly
          executed as a Deed the day and year first above written. 

	 	 	 	 
	SIGNED
                    AND DELIVERED as a Deed by	}	 
	ASTRAZENECA
                    UK LIMITED 	}	 
	acting
                    by 	}	 
	a
                    Director and 	}	 
	the
                    Secretary 	}	 
	 	 	 
	 	 	 	 
	SIGNED
                    AND DELIVERED as a Deed by	}	 
	JOHN
                    SIMON PATTERSON 	}	 
	in
                    the presence of:-	}	 
	 	 	 
	 	 	 
	Name:	/s/
                    D. Alan-Smith 	 	 
	 	
	 	 
	 	Dinah Alan-Smith 	 	 
	Address:	c/o
                    15 Stanhope Gate 	 	 
	 	London	 	 
	 	W1K 1LN 	 	 
	 	 	 	 
	Occupation:	PA	 	 
	 	 	 	 
	SIGNED
                    AND DELIVERED as a Deed 	}	 
	by ASTRAZENECA
                    PLC	}	 
	acting
                    by 	}	 
	a
                    Director and 	}	 
	the
                    Secretary 	}