Exhibit 4.2


 





Pharmaxis Ltd


ABN 75082811630


ACN 082811630


Unit 2, 10 Rodborough Road


Frenchs Forest NSW


Australia 2086


Phone +61  2
9451 5961


Fax +61 2 9451 3622


 


[Date]


 


[Name
and Address Details]


 


Dear [                  ],


 


On
behalf of Pharmaxis Ltd, I have pleasure in offering you a contract of
employment in accordance with the particulars contained in this letter.


 


1              Nature of Position


 


The
position is as [             ]
and is with Pharmaxis Ltd (“the Company”). Your employment will be based at the
Company’s offices in Sydney.  You may
have to travel to other places from time to time to carry out your duties. You
will report to the Chief Executive Officer and your duties and responsibilities
will be as required from time to time by the Chief Executive Officer.


 


You
must observe all rules, regulations, directions and policies of the Company,
use your best efforts in furtherance of the business of the Company and perform
your duties faithfully and to the best of your ability.


 


2              Duration of Contract


 


This
is a full time position effective from [date], or sooner if mutually agreed.
You will be required to work a minimum of 5 days per week. Hours of duty per
day will be based broadly upon the Company’s normal working hours. You may also
be required to work extended hours or additional days as reasonably required by
the Company if you are able to do so.


 


Subject
to the earlier termination of your employment, the term of your employment will
be to [date] (“End Date”), after which date it is agreed and understood that
your employment with the Company terminates automatically unless this contract
is extended in writing or a further written contract of employment is entered
into.  The Company will discuss its
intentions no later than three months before the expiry of this contract.  Notwithstanding any representation to the
contrary, the Company is not under any obligation express or implied, to renew
your contract or offer you any employment after the expiry of the contract term
unless the contract is formally extended in writing before the End Date.


 


3              Remuneration


 


Your
remuneration will comprise of the following:-


 


•      A base salary of [$amount] per annum with
effect from [date] payable in 12 equal calendar monthly instalments on the
usual payment date for employees and deposited into a bank account nominated by
you by electronic funds transfer or an alternative method selected by the
Company.


 


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•      Superannuation in line with statutory
requirements will be paid in accordance with the Company’s policies to either
the superannuation plan appointed by the Company or an appropriate
superannuation fund nominated by you. 
Currently this amount comprises 9% of your base salary.


 


•      In addition, you may at the discretion of
the Remuneration Committee of the Company be awarded a performance related
bonus of no greater than [$amount] per annum (proportionately reduced in your
first year depending on your actual start date) which may be awarded subject to
you meeting an agreed set of key performance indicators.  The Remuneration Committee of the Company
will determine the amount of bonus on or around 30 June each year and the
Company will endeavour to pay any bonus by 1 September of the relevant
year.


 


•      The costs of professional society
memberships, where appropriate, will be met by Pharmaxis.


 


4              Employee Option Scheme


 


The
Company operates an Employee Option Scheme in which you will be invited to
participate. The number of options you will be granted will be determined by
the Remuneration Committee of the Company.


 


5              Leave


 


Conditions of employment for holidays and leave are as
provided under applicable law and awards and are at present:


 


5.1           Pharmaxis Ltd Holidays - Pharmaxis Ltd closes for
the Christmas/New Year period, the actual days being determined by the Board of
Directors each year. These non public holidays are to be taken from your annual
leave entitlement.  The Company will
allow all gazetted public holidays in NSW.


 


5.2           Annual Leave - You are entitled to a
proportionate number of working days annual leave based on the rate of four
weeks’ per annum for a full-time employee. 
Annual leave will normally be taken in full each year. No leave loading
will be payable.


 


5.3           Sick Leave – Sick leave is credited at a
proportionate number of working days based on the rate of 15 days per annum for
a full-time employee on appointment and service anniversaries, unused credits
being cumulative. A medical certificate may be required. Unused sick leave is
not paid out on termination of your employment.


 


5.4           Long Service Leave and Recognition of Prior Service - Leave
entitlement is in accordance with New South Wales legislation.


 


5.5           Other Leave - Leave may be granted with pay
as follows; bereavement leave, compassionate leave, leave to appear in court or
serve as a juror, leave to train with the Armed Forces Reserve, leave to attend
courses of study, maternity leave, paternity leave, etc.  Leave without pay may be granted at the
discretion of the Company.


 


6              Confidentiality


 


6.1           During
and after your employment, you must not use or disclose to any person any
information about the business; affairs; strategies; processes; secrets;
intellectual property; technology or know-how (including information marked “confidential”
or “secret” or which you are informed is confidential or secret); dealings;
finances; and organization of the Company, which you obtain in the course of
your employment and which is not available to the public without the prior
written consent of the Company.


 


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6.2           During
and after your employment, you must not use any information which you obtain in
the course of your employment, in any way which might cause loss to the
Company.


 


6.3           In
relation to information regarding the business; affairs; strategies; processes;
secrets; intellectual property; technology or know-how; dealings; finance; and
organization of the Company you must:


 


6.3.1        only
use the information exclusively as required in the performance of your
employment with the Company for the benefit or advantage of the Company and for
no other purpose;


 


6.3.2        comply
with any security measures established by the Company from time to time to
safeguard the information from unauthorised access or use;


 


6.3.3        keep
the information under your possession or control;


 


6.3.4        not
make any unauthorised copies of the whole or any part of the information;


 


6.3.5        immediately
notify the Company of any suspected or actual unauthorised use, copying or
disclosure of the information, of which you become aware; and


 


6.3.6        during
and after your employment, provide assistance reasonably requested by the
Company in relation to any proceedings it may take against any person for
unauthorised use, copying or disclosure of the information.


 


6.4           Your
obligations of confidentiality under this clause do not extend to information
that:


 


6.4.1        was
rightfully known to or in your possession or control, prior to your first
involvement with the Company and which was not then subject to an obligation of
confidentiality on your part;


 


6.4.2        is
public knowledge (otherwise than as a result of breach by you of an obligation
of confidentiality or a breach of confidence by any other person); or


 


6.4.3        is
required by law to be disclosed.


 


7              Intellectual Property


 


7.1           You
must promptly, fully and effectively disclose to the Company or its nominee
either in writing, orally or both (as required by the Company) full details of:


 


7.1.1        each
and every invention (whether patentable or not), process, know-how, formula
design (whether registerable or not), trademark or service mark and all other
intellectual or industrial property rights of all kinds; and


 


7.1.2        any
copyright material, trade secret or other confidential information,


 


generated by you at any time during your employment (whether
or not during business hours), relating to or connected with any of the matters
which have been, are or may become subject of Company’s business affairs or
business and whether or not capable of statutory protection.


 


7.2           In
exchange for the benefits conferred on you by your employment:


 


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7.2.1        you
agree that by virtue of this provision, to the extent permitted by law, all
intellectual property referred to in clause 7.1 is the property of the Company
or its nominee;


 


7.2.2        as
any intellectual property is developed, created or invented, you irrevocably
and absolutely assign to the Company your entire right title and interest both
present and future throughout the world to and in the intellectual property
referred to in clause 7.1 free from all mortgages, charges and other third
party interests;


 


7.2.3        you
consent to all acts or omissions by the Company in relation to your moral
rights in all copyright works referred to in clause 7.1; and


 


7.2.4        you
consent to the infringement of your moral rights in all copyright works
referred to in clause 7.1 by the Company, its licensees, assignees and
successors in title and any person authorised by the Company at the absolute
discretion of the Company and without reference to you.


 


7.3           You
must:


 


7.3.1        at
the request and expense of the Company; and


 


7.3.2        without
additional compensation from the Company,


 


sign all such documents (including assignment deeds) and do
all such things as may be necessary to vest, confirm and perfect and record
ownership by the Company or its nominee throughout the world of the right,
title and interest to and in the intellectual property referred to in clause
7.1 and to enable the Company or its nominee to acquire and preserve such rights
and to have the full enjoyment of such intellectual property.


 


7.4           You
must keep complete written records of everything you invent or develop.  These records belong to the Company and must
be at all times retained in your custody and control at the Company’s premises
and must be handed to the Company on demand.


 


8              Termination and expiration of your Employment


 


8.1           Either
party may terminate your employment by giving three months notice written
notice to the other party. The Company may pay you for the notice period in
lieu of notice, or require you to work some of the notice period and pay you in
lieu for the balance of the period.


 


8.2           The
Company may also terminate your employment:


 


8.2.1        at
any time if you are mentally or physically unfit to perform your
responsibilities and discharge your duties under this contract for a total of 2
months in any 12 month period, by giving one month’s notice to you (or making
payment in lieu of notice);


 


8.2.2        on
the grounds of redundancy, pursuant to a determination of redundancy made by
the Company. In such circumstances, the redundancy provisions of any applicable
industrial award or agreement shall apply and the redundancy payment to be made
shall be calculated in accordance with such applicable provisions, notwithstanding
any other provision of this contract.  If
no such industrial award is applicable, the redundancy payment will be 2 months
remuneration.


 


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8.3           The
Company may also terminate your employment without notice for “cause”,
including without limitation if:


 


8.3.1        you
commit any serious or persistent breach of this contract;


 


8.3.2        you
fail to comply with any reasonable directions of the Company;


 


8.3.3        you
are guilty of any serious misconduct or willful neglect in performing your
duties;


 


8.3.4        you
engage in fraudulent conduct or are found guilty of an indictable offence;


 


8.3.5        you
are found to have used alcohol or drugs intemperately;


 


8.3.6        you
are in breach of any Company policy; or


 


8.3.7        you
recklessly or intentionally injure the Company’s business or affairs.


 


8.4           You
acknowledge that the periods of notice or lack of periods of notice set out
above are reasonable.


 


8.5           On
the expiry or termination of the contract, you will be paid an amount in lieu
of any accrued but unused annual leave and long service leave entitlements.


 


8.6           When
your employment ends, you must deliver to the Company all property belonging
to, or leased by, the Company or an associated company in your control,
including stationery, cheque books, books, documents, records, disks, access
cards, keys, mobile telephone, computer hardware,  credit cards and motor vehicle any computer
login codes and all confidential information.


 


9              Restrictive Covenants


 


9.1           You
must not during your employment; and for a period of twelve months after
termination of your employment, directly or indirectly, on your own account or
on behalf of any person or entity, anywhere in which the Company or its
associates carries on business:


 


9.1.1        participate,
promote, carry on, assist or otherwise be concerned or interested financially
or otherwise, in any capacity (including as principal, agent, partner,
employee, shareholder, unitholder, director, trustee, beneficiary, financier,
consultant or adviser) in any business or activity which is the same as, or
substantially similar to the business of the Company or its associates, unless
the Company otherwise agrees in writing;


 


9.1.2        solicit,
canvass, induce or encourage any employee or agent of the Company or its
associates to leave the employment or agency of the Company or such associates;


 


9.1.3        solicit,
canvass, approach any customer or prospective customer of the Company or its
associates with a view to soliciting the business of that customer; or


 


9.1.4        interfere
or seek to interfere with the relationship between the Company or its
associates (on the one hand) and the customers, prospective customers,
suppliers and employees of the Company or its associates (on the other hand).


 


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9.2           You
acknowledge the prohibitions and restrictions contained in this clause 9 are
reasonable in the circumstances and necessary to protect the Company and its
associate’s businesses.


 


9.3           For
the purpose of this clause 9, an “associate” is any corporation, venture,
partnership or other business entity or vehicle over which the Company has
direct or indirect control or which has direct or indirect control over the
Company. A “prospective customer” means any person, firm or company who has
been engaged in discussion with the Company with a view to purchasing goods or
services from the Company during the period of six months immediately prior to
the termination date.


 


9.4           Each
of the obligations contained in the above provisions of this clause constitutes
an entirely separate and independent restriction notwithstanding that they may
be contained in the same sub-clause, paragraph, sentence or phrase.  This clause must be read down to the extent
necessary to be valid.


 


9.5           The
covenants set out in this clause are considered by both you and the Company to
be reasonable and necessary for the protection of the Company’s legitimate
interests in all the circumstances and in particular by reason of your access
to highly confidential information relating to the Company’s business.


 


10            Outside Interests


 


10.1         Without
limiting clause 9, during your employment with the Company, you must not
directly or indirectly:


 


10.1.1      engage
in any outside activity (including employment, profession, trade, business,
membership of House of Parliament or other public office or appointment),
whether paid or unpaid; or


 


10.1.2      have
an interest in any business or company (other than companies listed on the
Australian Stock Exchange),


 


which could, in the Company’s opinion, conflict with your
duties, without written approval of the board of directors of the Company.


 


10.2         If
the Company requests, you must disclose to the Company all your outside
activities and interests in businesses and companies.


 


11            Policy with Respect to Smoking


 


Smoking is not permitted
in any building occupied by the Company.


 


12            Accident Reporting


 


Staff members injured
whilst at work or in travelling to or from work are required promptly to report
the injury to the supervisor. Appropriate documentation as prescribed by
WorkCover should be submitted if necessary.


 


13            Miscellaneous Conditions


 


13.1         This
contract may be altered only by an agreement in writing signed by you and an
officer of the Company authorised for this purpose.


 


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13.2         This
offer lapses if you do not sign and return the documentation to me by 30 June 2003.
No liability or responsibility shall be accepted by the Company for any
variation in the terms of the appointment as herein stated or for any undertaking
or representation given or made concerning the appointment unless the same is
in writing and signed by the Chief Executive Officer or her/his delegate.
Prospective appointees are responsible for obtaining such written confirmation
of any special conditions or undertakings relating to appointment.


 


14            Law


 


The interpretation of the agreement constituted by your
acceptance of this offer is governed by the laws of the State of New South
Wales.  A provision of this contract must
be read down to the extent necessary to be valid in a particular
jurisdiction.  If it cannot be read down
it must be severed.


 


Importantly,
I welcome you to the Company and I would be pleased if you accept this offer of
employment with Pharmaxis Ltd.


 


Acceptance
of this offer of a contract of employment, on the terms and conditions set out
in this letter of offer will be signified by your signing both copies of this
letter and returning one copy to me by 30 June 2003.


 


 


	
  Yours
  sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted

  
	
   

  	
   

  
	
  Alan
  D Robertson

  	
   

  
	
  Chief Executive Officer

  	
   

  
	
  Pharmaxis Ltd

  	
  [name]

  



 


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