Exhibit
    4.2
 Form of Employment Contract entered into with Company
    Officers
  [Day Month
    Year][Name][Address] 
    [Address] 
    [Address]
      1 Nature
    of Position
      2 Duration
    of Contract
      3 Remuneration
    
    A base salary of $[XXX,XXX] per annum with effect from your
    Start Date payable in 12 equal calendar monthly installments 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.
    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.  Pharmaxis LtdABN
    75 082 811 630

Unit 2, 10
    Rodborough Road
    Frenchs Forest NSW 2086
    Australia

T02 9454 7200F02 9451 3622
    www.pharmaxis.com.au




---



##### 




    In addition, you may at the discretion of the Remuneration
    Committee of the Company be awarded a performance related bonus
    which may be awarded subject to you meeting an agreed set of key
    performance indicators. The maximum achievable bonus will be
    determined by the Remuneration Committee at the start of the
    financial year, and the amount of bonus to be paid, will be
    determined by the Remuneration Committee of the Company at the
    end of the financial year. 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
    5 Leave
    
    annual leave accruing based on the number of days worked at a
    rate of 20 days per annum of employment. Annual leave
    should normally be taken in the year in which it accrues. Any
    leave loading required to be paid by law forms part of your base
    salary The Company may from time to time notify employees of
    fixed close down periods which will be deducted from your annual
    leave entitlement;
    public holidays as gazetted in the state in which your
    employment is based;
    personal leave accruing based on the number of days worked at a
    rate of 13 days per annum of employment. Personal leave is
    cumulative. A medical certificate may be required. Unused
    personal leave is not paid out on termination of your employment;
    long service leave in accordance with applicable law in the
    state in which you are based;
    parental leave in accordance with applicable law and the
    Companys policies; and
    compassionate leave in accordance with the Companys
    policies.  6 Confidentiality
  6.1
    During the course of your employment, you will become acquainted
    with or have access to confidential information regarding the
    activities of the Company and other third parties. You must keep
    confidential and not disclose to any person any information
    which you obtain in the course of your employment and which is
    not available to the public, other than in a manner expressly
    authorized by the Company. Such information would include
    commercial information about the business, financial plans,
    strategy, sales and marketing information, processes, production
    techniques, intellectual property, technical information, trade
    secrets, know-how and other processes. During and after your
    employment, you must not use any information which you obtain in
    the course of your employment and which is not available to the
    public other than in the performance of your duties and for the
    benefit of the Company or otherwise in a manner expressly
    authorised by the Company.    6.2.1
    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;6.2.2
    strictly adhere to the Companys policies in relation to
    the treatment of confidential information;6.2.3
    comply with any security measures established by the Company and
    safeguard the information from unauthorised access or use;6.2.4
    not make any unauthorised copies of the whole or any part of the
    information; 2




---



##### 



6.2.5
    immediately notify the Company of any suspected or actual
    unauthorised use, copying or disclosure of the information, of
    which you become aware; and6.2.6
    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.  6.3
    Your obligations of confidentiality under this clause do not
    extend to information that:  6.3.1
    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;6.3.2
    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); or6.3.3
    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 full details of:  7.1.1
    each and every invention (whether patentable or not), process,
    know-how, formula design (whether registrable or not), trademark
    or service mark and all other intellectual or industrial
    property rights of all kinds; and7.1.2
    any copyright material, trade secret or other confidential
    information,    7.2
    In exchange for the benefits conferred on you by your employment:  7.2.1
    you agree that by virtue of this provision, to the extent
    permitted by law, all Company Intellectual Property is the
    property of the Company or its nominee and vests in the
    Company immediately upon creation;7.2.2
    as any Company 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 Company Intellectual Property
    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 in such Company
    Intellectual Property; and7.2.4
    you consent to the infringement of your moral rights in all
    copyright works referred to in such Company Intellectual
    Property, 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 during and after your employment, at the request and
    expense of the Company and 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 Company Intellectual Property 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. 3




---



##### 



8 Termination
    and expiration of your Employment
  8.1
    Either party may terminate your employment by giving three
    months 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 without notice
    for cause, including without limitation if:  8.2.1
    you commit any serious or persistent breach of this agreement;8.2.2
    you fail to comply with any reasonable directions of the
    Company; 8.2.3 you are guilty of any serious misconduct or
    wilful neglect in performing your duties;8.2.4
    you engage in fraudulent conduct or are found guilty of an
    indictable offence;

8.2.5
    you are found to have used alcohol or drugs intemperately;

8.2.6
    you are in breach of any Company policy; or8.2.7
    you recklessly or intentionally injure the Companys
    business or affairs or bring the Company into disrepute.  8.3
    You acknowledge that the periods of notice or lack of periods of
    notice set out above are reasonable.8.4
    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.8.5
    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 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;9.2
    You must not during your employment and for a period of
    12 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:  9.2.1
    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;9.2.2
    solicit, canvass, approach any customer or prospective customer
    of the Company or its associates with a view to soliciting the
    business of that customer; or9.2.3
    interfere or seek to interfere with the relationship between the
    Company or its associates (on the one hand) and the customers,
    prospective customers, distributors, suppliers and employees of
    the Company or its associates (on the other hand).  9.3
    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.9.4
    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 4




---



##### 



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.  9.5
    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.9.6
    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;
    or10.1.2
    have an interest in any business or company (other than
    companies listed on the Australian Stock Exchange),    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
    12
    Special
    Conditions  insert any specific conditions negotiated
    under this heading, otherwise delete]  13 General
    Conditions
  13.1
    The failure of the Company at any time to insist on performance
    of any provision of the terms of employment set out in this
    document is not a waiver of its right at any later time to
    insist on performance of that or any other provision of this
    letter.13.2
    If you accept the terms set out in this letter, all prior
    employment agreements and understandings are superseded and
    replaced by these terms and conditions (effective as of the date
    you sign this document). This letter sets out the entire
    understanding and agreement between the parties with respect to
    the terms and conditions of the employment offered with the
    Company and supersede all other prior agreements and
    understandings, both written and oral, among the parties with
    respect to the subject matter hereof.13.3
    The terms of employment set out in this document will continue
    to apply except to the extent that they are varied, replaced or
    cancelled by agreement in writing signed by both parties.

13.4
    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.13.5
    The interpretation of the agreement constituted by your
    acceptance of this offer is governed by the laws of the State of
    New South Wales.     Yours
    sincerely,
  Accepted
  Alan D
    RobertsonChief Executive Officer
    Pharmaxis Ltd
 [Name]
 5