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                                                                  EXHIBIT 4.1(n)

                                  VERNALIS PLC

               REGISTERED OFFICE: OAKDENE COURT, 613 READING ROAD,
                          WINNERSH, BERKSHIRE RG41 5UA

                   REGISTERED IN ENGLAND AND WALES NO. 2304992


19th May 2004

Dr Allan Baxter
c/o Oakdene Court
613 Reading Road
Winnersh
Berkshire
RG41 5UA


Dear Dr Baxter

I am writing subsequent to the Board meeting today at which the Board considered
a proposal to appoint you as a non-executive director of Vernalis plc (the
"Company").

This letter outlines the basis of your proposed appointment.

1.   Your appointment is for a fixed term of three (3) years with effect from
     19th May 2004. At the end of the fixed term, in accordance with the
     Combined Code, the Board of the Company will review your appointment and a
     further term of office may be agreed.

2.   The office of non-executive director will be held in accordance with the
     Company's articles of association as varied from time to time. Nothing in
     this letter will be taken to exclude or vary the Company's articles of
     association as they apply to you as a director of the Company. In
     particular, you will:

     (a)  retire from office, but be eligible for reappointment at the next
          annual general meeting; and

     (b)  subsequently be subject to the retirement of directors by rotation
          provisions in the Company's articles of association.

3.   You are entitled to resign your position at any time, in accordance with
     the Company's articles of association, although the Company would normally
     expect at least one month's prior notice.

4.   As a director, you will be expected to attend meetings of the Company's
     Board and of any Committees of the Board to which you may be appointed. At
     present there are six regular meetings of the Board of Directors each year,
     which will normally be held in Winnersh or Cambridge on dates agreed by the
     Board. These meetings normally commence at 9.30am and run until 3.00pm or
     4.00pm. The nature of the Company's business necessitates additional
     meetings from time to time and, if required, these will be arranged at
     times convenient to a majority of the directors.


Vernalis plc
Oakdene Court, 613 Reading Road, Winnersh, Berkshire, RG41 5UA United Kingdom
T: + 44 (0)118 977 3133  F: + 44 (0)118 989 9300  www.vernalis.com
Registered in England and Wales No. 2304992; Registered office as above
                                                                     Page 1 of 3

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5.   You will receive a fee of Pound Sterling 33,000 per annum, which fee covers
     any and all preparation and attendance by you at full Board meetings or
     Committee Board meetings. If you carry out the role of chairman of the
     Remuneration or Nominations and Corporate Governance Committees you will be
     paid an additional fee of Pound Sterling 5,000 per annum. If you carry out
     the role of chairman of the Audit Committee you will be paid an additional
     fee of Pound Sterling 7,500 per annum.

6.   In addition to your fees, the Company will reimburse out-of-pocket expenses
     properly and reasonably incurred by you in the performance of your duties
     including travel costs for attendance at meetings. I would ask that,
     wherever feasible, your claims for all out-of-pocket expenses are submitted
     with supporting documentation in accordance with the company's policy and
     practice.

7.   As the Company is a publicly quoted company, all directors and their
     connected persons are subject to the rules on insider dealing and, in
     particular, to the requirements of the "Model Code" contained in The
     Listing Rules. Full details of these requirements and any other
     responsibilities related to your directorship can be explained by Tony
     Weir, Finance Director.

8.   During your appointment you will have access to confidential information
     regarding the businesses and financial affairs of the Company and its
     subsidiaries. You must not, either during your appointment or afterwards,
     disclose to anyone or otherwise make use of this confidential information,
     except in the proper performance of your duties or as may be required by
     law or by any competent regulatory body. This does not apply, however, to
     any information already in the public domain or which forms part of your
     own skill and knowledge.

9.   Your appointment will terminate on whichever is the earlier of:

     (a)  the date of expiry of the term specified in paragraph 1; and

     (b)  the date of your ceasing to be a director for any reason pursuant to
          the Company's articles of association or any other applicable rule or
          law.

10.  The Company will obtain director's and officer's liability insurance for
     your benefit and maintain the cover in force for so long as you are a
     non-executive director of the Company.

I should be grateful if you would sign and return a copy of this letter to
indicate your consent to serve as a director of the Company.

Yours sincerely



Peter Fellner
CHAIRMAN


Vernalis plc
Oakdene Court, 613 Reading Road, Winnersh, Berkshire, RG41 5UA United Kingdom
T: + 44 (0)118 977 3133  F: + 44 (0)118 989 9300  www.vernalis.com
Registered in England and Wales No. 2304992; Registered office as above
                                                                     Page 2 of 3


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ACCEPTED.








......................................................
DR ALLAN BAXTER


......................................................
DATED





Vernalis plc
Oakdene Court, 613 Reading Road, Winnersh, Berkshire, RG41 5UA United Kingdom
T: + 44 (0)118 977 3133  F: + 44 (0)118 989 9300  www.vernalis.com
Registered in England and Wales No. 2304992; Registered office as above
                                                                     Page 3 of 3