EXHIBIT 4.11



 



Exhibit 4.11




Acambis plc

Peterhouse Technology Park 100 Fulbourn Road

Cambridge CB1 9PT UK www.acambis.com

T +44 (0)1223 275 300 F +44 (0)1223 416 300


Victor Schmitt

c/o Baxter International, Inc.

One Baxter Parkway

Deerfield

IL 60015-4633

U.S.A.


4 December 2000


Dear Mr Schmitt


On behalf of the Board of Acambis plc
(the “Company”) and in accordance with
clause 6.1 of the subscription agreement between the Company and Baxter
International Inc. dated 19 September 2000 a copy of which is attached to this
letter (the “Subscription Agreement”), I am pleased to confirm your appointment
as a non-executive director of the Company. This letter sets out the terms and
conditions of your appointment. Terms undefined in this letter shall bear their
meanings as defined in the Subscription Agreement.



	1	 	It is agreed that you will be appointed as a non-executive director of
the Company with effect from the date of this letter. Formal approval by
the Board of the Company of your appointment was given on 4 December 2000.
The appointment and any subsequent reappointment as a director are subject
at all times to both these approvals, as well as being subject to the
Company’s Articles of Association (the
“Articles”). The Company will use
reasonable endeavours to seek your reappointment in accordance with the
Articles at the next Annual General Meeting and when proposed for
re-election by rotation or otherwise. If, on your retirement by rotation
as a director of the Company in accordance with the requirements of the
Articles, you are not re-elected as a director of the Company for any
reason, then in such circumstances your appointment shall terminate
automatically with immediate effect (for the avoidance of doubt, without
any period of notice) and the only fees to which you shall be entitled in
respect of these arrangements shall be out of pocket expenses reasonably
and properly incurred up to that time.
	 
	2	 	The Company acknowledges that you are being appointed as a non-executive
director of the Company to represent the interests of Baxter Group and
that you may communicate to senior employees in the Baxter Group the
information which you properly obtain in your capacity as a non-executive
director of the Company provided always that such information is kept
confidential by Baxter and such senior employees.
	 
	3	 	Your responsibilities as a director will include:




	 	3.1	 	membership of the Board and attendance at all meetings of the Board
and all general meetings of the Company unless reasonably prevented from
attending. Board meetings are normally held every two months but meetings
may be more frequent at times. You will be expected to consider Board
papers in advance of each meeting so as to play a full part in the work
of the Board;
	 
	 	3.2	 	bringing independent judgment to bear on issues of strategy,
performance, resources and standards of conduct;



 






 







	 	3.3	 	sharing responsibility with the other directors for the effective
control of the Company (and its subsidiaries from time to time), and with
the other non-executive directors for the superintendence of the
executive directors including ensuring that practices and standards of
conduct at the Company are in keeping with the requirements of the
Combined Code (as annexed to the United Kingdom Listing Authority Listing
Rules), the Turnbull Report and the BIA Code of Best Practice; and
	 
	 	3.4	 	discharging the other duties and responsibilities of a director with
care and skill.




	4	 	In addition to the requirements set out in paragraph 2, you may be
requested to serve on committees of the board, for example the
Remuneration Committee and the Audit Committee. You will be given details
in advance of meetings of these committees. Copies of the terms of
reference of the Remuneration Committee and of the Audit Committee and a
schedule of matters specifically reserved to the board will be provided to
you by the company secretary.
	 
	5	 	Whilst you are a director you should remain independent of the management
of the Company and free from any business or other relationship which
could materially interfere with the exercise of your independent judgment.
You must, of course, declare your interests in shares and in the
transactions of the Company as required by law and by the articles of
association, and refrain from voting as a director when required to do so
by the articles.
	 
	6	 	Whilst you are a director of the Company you will not without the consent
of the Board (such consent not to be unreasonably withheld) be directly or
indirectly interested including as director, employee, consultant or in
any other capacity, in a business directly competitive with any material
part of the business of the Company (and its subsidiaries from time to
time). For the avoidance of doubt it is agreed that the business of Baxter
and any Baxter group companies (the “Baxter Group”) of which you are
currently an officer and employee and which you have disclosed to us do
not compete with the business of the Company for the purposes of this
clause. As a non-executive director you owe fiduciary duties to the
Company and if your employment with Baxter leads to a conflict of interest
in any matter, you shall abstain from voting on such matter.
	 
	7	 	You will not be entitled to any remuneration in connection with this
appointment. You will be entitled to reimbursement of any costs and
expenses incurred in attending to your duties hereunder which are approved
in advance by a director of the Company.
	 
	8	 	Office as a non-executive director is not pensionable and you shall not
be entitled to any bonus, share option or any other fringe benefits of the
Company.
	 
	9	 	The Company will use its reasonable endeavours at its cost to obtain
appropriate directors’ and officers’ liability insurance for your benefit
and to maintain the cover in force for so long as you are a non-executive
director on terms that the cover applies after you cease to be a
non-executive director. You acknowledge that this insurance may not cover
claims in which you are directly or indirectly interested in the claimant.
	 
	10	 	You will not at any time make use, for your own benefit or for that of any
party other than the Company, of information which is divulged to you as a
director and which is described by the Company or the party divulging it at the
time of its disclosure to you as being of a confidential nature and/or which by
reason of its nature or the circumstances or manner in which it comes to your
knowledge is apparently of such a nature (“Confidential
Information”), or
disclose such Confidential Information to any other person firm or company,
other than with the authority of the Company, provided always that information
shall not be or shall cease to be Confidential Information if and to the extent
that it comes to be in the public domain other than as a result of your act or
default. For the avoidance of doubt any Confidential Information which is
obtained by you as a result of your appointment as a non-executive director or
otherwise shall not, unless and until it ceases



 






 





	 	 	to be confidential (other than as a result of this or any other
obligation of confidentiality being breached) be:




	 	(i)	 	disclosed to any person except to relevant directors, officers or
employees of the Baxter Group for the purposes of Baxter managing or
monitoring its investment in the Company; or
	 
	 	(ii)	 	used by you or any member of the Baxter Group other than for the
purpose of Baxter managing or monitoring its investment in the Company.




	11	 	You must communicate to the board any conflict of interest arising out of
your position as a non-executive director arising from your employment
with Baxter.
	 
	12	 	In accordance with current best practice, you will be entitled after
consultation with the board and jointly with any other non-executive
director(s) whose interests are the same as yours, to obtain at the
Company’s expense such external legal advice as is reasonably necessary to
enable you to carry out the duties of your office.
	 
	13	 	You must comply with the United Kingdom Listing Authority’s Model Code
for securities transactions by directors of listed companies and with any
code of conduct relating to securities transactions by directors and
specified employees issued to you by the Company from time to time.
	 
	14	 	Although during the currency of this agreement you will hold the title of
non-executive Director, it is agreed that save with the express consent of
the Board or as required for the proper provision of your services, you
shall not hold yourself as in any way authorised to bind the Company. In
particular, you shall not pledge the credit of the Company nor sign any
documents, enter any agreements or make any promise on behalf of the
Company unless the same shall have been expressedly or impliedly
authorised by the Board.
	 
	15	 	Without prejudice to the generality of the foregoing, and in addition
to the provisions of clause 6.3 of the Subscription Agreement, the
Company may by notice in writing immediately terminate the arrangements
set out herein if you shall:




	 	•	 	be in breach of any terms of this letter which in the case of a breach
capable of remedy is not remedied by you within 21 days of receipt by
you of a notice from the Company specifying the breach and requiring it
to be remedied;
	 
	 	•	 	be incompetent, guilty of gross misconduct and/or any serious or
persistent negligence or misconduct in respect of your obligations
under this letter; and
	 
	 	•	 	fail or refuse after a written warning to carry out the duties
reasonably and properly required of you under this letter.




	 	 	Upon termination of the arrangements in this letter for whatever
reason (including in accordance with clause 6.3 of the Subscription
Agreement) you shall at the request of the Board and without claim for
compensation but on reimbursement of any costs and expenses due to you
previously approved by a director of the Company forthwith resign from
office as a director of the Company and the Company is irrevocably
authorised to appoint a nominee to act on your behalf to execute all
documents and to do all things necessary to give effect to this
provision.
	 
	16	 	If you cease to be a director and no other director representing Baxter
is appointed pursuant to the Subscription Agreement you will promptly
deliver up to the Company all lists of clients or customers and all other
documents, papers and records which may have been prepared by you or have
come into your possession as a non-executive director of the Company. You
shall not be entitled to and shall not retain any copies thereof. Title
and copyright therein shall vest in the Company.



 






 







	17	 	The arrangements set out in this Letter shall be governed by English Law
and the English Courts shall have exclusive jurisdiction over any claim or
dispute arising under this Letter.



Please indicate your acceptance of this offer by signing and returning the
enclosed copy.


Yours sincerely





for and on behalf of

Acambis plc


I accept appointment as a non-executive director of the Company on the terms of
the above letter.





Victor Schmitt


Date 5 December 2000