EXHIBIT
4.2

     

     

    Dated 27
September 2007

     

     

     

     

    ASTRAZENECA
UK LIMITED (1)

     

    ASTRAZENECA
PLC (2)

     

    SIMON
LOWTH (3)

     

    _________________________________

    


    SERVICE
AGREEMENT

    _________________________________

    



    

      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      
        	
                Contents

              
	 	Clause	Page
	 	 	 
	
                1

              	
                Definitions
      and interpretation

              	
                1

              
	
                2.

              	
                Appointment

              	
                2

              
	
                3

              	
                Duration of
      the Employment

              	
                2

              
	
                4

              	
                Scope of the
      Employment

              	
                3

              
	
                5

              	
                Hours of
      work

              	
                4

              
	
                6

              	
                Place of
      work

              	
                4

              
	
                7

              	
                Remuneration

              	
                4

              
	
                8

              	
                Expenses

              	
                5

              
	
                9

              	
                Holidays

              	
                5

              
	
                10

              	
                Sickness
      benefits

              	
                5

              
	
                11

              	
                Pension, death
      benefit and medical insurance

              	
                6

              
	
                12

              	
                Restrictions
      during the Employment

              	
                6

              
	
                13

              	
                Confidential
      information and company documents

              	
                7

              
	
                14

              	
                Inventions and
      other intellectual property

              	
                8

              
	
                15

              	
                Termination

              	
                9

              
	
                16

              	
                Restrictive
      covenants

              	
                11

              
	
                17

              	
                Disciplinary
      and grievance procedures

              	
                12

              
	
                18

              	
                Notices

              	
                12

              
	
                19

              	
                Former
      contracts of employment

              	
                12

              
	
                20

              	
                Choice of law
      and submission to jurisdiction

              	
                12

              
	
                21

              	
                General

              	
                13

              
	 
    	 
    	 
    


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    This Agreement is made on 27
September 2007

     

    Between

     

    
      	
              (1)

            	
              ASTRAZENECA UK LIMITED
      (registered in England and Wales under number 3674842) whose registered
      office is at 15 Stanhope Gate, London, W1K 1LN (Company);
      and

            


    

     

    
      	
              (2)

            	
              ASTRAZENECA PLC
      (registered in England and Wales under number 2723534) whose registered
      office is at 15 Stanhope Gate, London, W1K 1LN (AstraZeneca);
      and

            


    

     

    
      	
              (3)

            	
              SIMON LOWTH of 19 Lyndhurst
      Road.
      London, NW3 5NX (Executive)

            


    

     

    It
is agreed

     

    1            
Definitions and
interpretation

     

    
      	
              1.1

            	
              In this
      Agreement unless the context otherwise requires the following expressions
      have the following meanings:

            


    

     

    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 representative of the Board of Directors for this
purpose.

     

    Board means 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 of the Company may nominate as the
representative of the Board of Directors for this purpose.

     

    Confidential Information means
information relating to the business, products, affairs and finances of the
Company or of any Group Company for the time being confidential to it or to them
and trade secrets (including, without limitation, technical data and know-how)
relating to the business of the Company or of any Group Company details of any
of its or their suppliers, clients or customers including in particular (by way
of example only and without limitation), customer requirements, prices charged
to and terms of business with customers, terms of business with suppliers,
marketing plans and sales forecasts, financial information, results and other
forecasts (save to the extent that these are included in published audited
accounts), any of the Company’s or a Group Company’s proposals relating to the
acquisition or disposal of a company, or a business or any part thereof or to
any proposed expansion or contraction of activities, details of employees and
officers and of the remuneration and other benefits paid to them, information
relating to research activities, inventions, secret processes, designs, formulae
and product lines, any information which is treated as confidential or which the
Executive is told or ought reasonably to know is confidential and any
information which has been given to the Company or any Group Company in
confidence by customers, suppliers and others.

     

    Employment means the
Executive's employment under this Agreement

     

    ERA means the Employment
Rights Act 1996 as amended

     

    Group means the Company and
the Group Companies

     

    Group Company means any
company which is for the time being a subsidiary or holding company of the
Company and any subsidiary of any such holding company and for the
purposes of this Agreement the terms subsidiary and holding company shall


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    have the meanings
ascribed to them by sections 736 and 736A Companies Act 1985 (and Group Companies shall be
interpreted accordingly)

     

    Intellectual Property means
all patents, registered designs, trade marks and service marks (whether
registered or not and including any applications for the foregoing), copyrights,
design rights, semiconductor topography rights, database rights and all other
intellectual property and similar proprietary rights subsisting in any part of
the world (whether or not capable of registration) and including (without
limitation) all such rights in materials, works, prototypes, inventions,
discoveries, techniques, computer programs, source codes, data, technical,
commercial or confidential information, trading, business or brand names,
goodwill or the style of presentation of the goods or services or any
improvement of any of the foregoing and the right to apply for registration or
protection of any of them and in existing applications for the protection of any
of the above

     

    Salary means the salary
referred to in clause 7.1

     

    Sensitive Data means personal
data consisting of information as to racial or ethnic origin; political
opinions; religious beliefs or other beliefs of a similar nature; membership of
a trade union (within the meaning of the Trade Union and Labour Relations
(Consolidation) Act 1992); physical or mental health or condition; sexual life;
the commission or alleged commission of any offence or any proceedings for any
offence committed or alleged to have been committed, including the disposal of
such proceedings or the sentence of any court in such proceedings

     

    Termination Date means for the
purposes of clause 16 the date of the termination of the Employment or, where
the Company exercises its rights under clause 3.3 to require the Executive to
remain at home, the day preceding the exercise of such rights.

     

    
      	
              1.2

            	
              References to
      clauses and schedules are unless otherwise stated to clauses of and
      schedules to this Agreement.

            


    

     

    
      	
              1.3

            	
              The headings
      to the clauses are for convenience only and shall not affect the
      construction or interpretation of this
  Agreement.

            


    

     

    
      
        	
                2

              	
                Appointment

              


      

       

    

    
      	
              2.1

            	
              The Company
      agrees to employ the Executive and the Executive agrees to act in a senior
      executive capacity in the Company and as Chief Financial Officer of
      AstraZeneca on the terms of this
Agreement.

            


    

     

    
      
        
          
            	
                    3

                  	
                    Duration of the
      Employment

                  


          

           

        

      

    

    
      	
              3.1

            	
              The Employment
      shall commence on 5 November 2007 (the “Commencement Date”) and, subject
      to the provisions of this Agreement, shall continue unless and until
      terminated by either party giving to the other not less than 12 months'
      notice in writing but any such notice from the Company not to expire prior
      to the second anniversary of the Commencement Date provided always that in
      respect of the part of any period of notice which exceeds 12 months, the
      Executive shall be entitled to his Salary together with funding for any
      flexible benefit arrangement operated by the Company from time to time but
      any other remuneration (as described in clause 7) shall be determined at
      the sole discretion of AstraZeneca's Remuneration Committee taking account
      of the reason for such notice being given and in particular the
      Executive's actual performance assessed against his duties as set out or
      contemplated by this Agreement.

            


    

     

    
      	
              3.2

            	
              Notwithstanding
      clause 3.1, the Employment shall automatically terminate when the
      Executive reaches the normal retiring age from time to time applicable to
      executives of the Company, currently being the age of
  65.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3.3

            	
              At any time
      during any period of notice of termination served in accordance with
      clause 3.1 (whether given by the Company or the Executive), the Company
      shall have the right at its absolute discretion for one continuous period
      (not to exceed 6 months) to assign no, reduced or alternative duties to
      the Executive and shall be entitled to require the Executive to act at the
      direction of the Company including the right to exclude him from its
      premises, and/or (in the event that the Executive will not be required by
      law to perform any further duties as director employee) remove him from
      office as a director of the Company and from any or all offices held by
      him in the Company or in any other company in the Group (including if
      appropriate the office of trustee of any of the pension schemes of the
      Company or the Group) and/or prevent the Executive from discussing its
      affairs with the Company's or any other company in the Group's employees,
      agents, clients, customers. If the Company shall exercise its right under
      this clause, the Executive's entitlement to Salary and other contractual
      benefits shall continue as an employee for the period of garden leave,
      subject always to the rules of any relevant scheme or policy relating to
      such benefits. For the avoidance of doubt, at all times during any period
      of notice of termination served in accordance with clause 3.1 (whether
      given by the Company or the Executive), the Executive shall continue to be
      bound by the same obligations as were owed to the Company prior to the
      commencement of the notice period.

            


    

     

    
      	
              3.4

            	
              For the
      purposes of the ERA the Executive's period of continuous employment began
      on 5 November 2007.

            


    

     

    
      	
              3.5

            	
              For the
      avoidance of doubt, in the event that the Company terminates the
      Employment without notice or on notice less than required by with clause
      3.1 the Executive’s entitlement to any damages or compensation arising
      from the termination will be subject to the Executive’s duty to mitigate
      his losses.

            


    

     

    
      
        
          	
                  4

                	
                  
                    Scope of the
      Employment

                  

                


        

         

      

    

    
    

    
      	
              4.1

            	
              During the
      Employment the Executive shall:

            


    

     

    
      
        	
                 
      

              	
                (a)

              	
                devote the
      whole of his time, attention and skill to the business and affairs of the
      Group during the hours of work described in clause 5 except during
      holidays and periods of absence due to ill
  health;

              


      

       

    

    
      
        	
                 
      

              	
                (b)

              	
                faithfully,
      competently and diligently perform such duties and exercise such powers
      consistent with his position as may from time to time be assigned to or
      vested in him by the Board or the AstraZeneca
  Board;

              


      

      
         

        
          	
                   
      

                	
                  (c)

                	
                  
                    obey the
      reasonable and lawful directions of the Board and the AstraZeneca
      Board;

                  

                


        

        
           

          
            	
                     
      

                  	
                    (d)

                  	
                    
                      comply with
      all the Company's and AstraZeneca’s rules, regulations, policies and
      procedures from time to time in force;
and

                    

                  


          

          
             

            
              	
                       
      

                    	
                      (e)

                    	
                      
                        keep the Board
      and the AstraZeneca Board at all times promptly and fully informed (in
      writing if so requested) of his conduct of the business of AstraZeneca,
      the Company and any Group Company and provide such explanations in
      connection with it as the Board and the AstraZeneca Board may
      require.

                      

                    


            

             

          

        

      

    

    
      	
              4.2

            	
              The Executive
      shall if and so long as the Company requires and without any further
      remuneration carry out additional duties (commensurate with his status as
      a senior executive) on behalf of any Group Company and act as a director
      or officer of any Group Company.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              4.3

            	
              The Company
      may at its sole discretion transfer this Agreement to any Group Company at
      any time.

            


    

     

    
      	
              4.4

            	
              If at any time
      the Executive is unable to perform his duties properly because of ill
      health, accident or otherwise, or becomes incapable by reason of mental
      disorder of administering his property or managing his affairs, then the
      Company or AstraZeneca may appoint any other person or persons to act
      jointly with the Executive in any position to which he may be assigned
      from time to time.

            


    

     

    
      	
              4.5

            	
              For the
      purposes of the Data Protection Act 1998, the Executive consents to the
      Company's processing of personal data, including Sensitive Data, of which
      the Executive is the subject details of which are specified in the
      Company's Data Protection Policy

            


    

     

    
      
        	
                5

              	
                
                  Hours of
      work

                

              


      

       

    

    
      
        The
Executive shall be required to work a minimum of 40 hours per week at such times
to be agreed between the Executive and the Company which may involve working
during normal business hours and during such additional hours as are necessary
for the proper performance of his duties or as the Board or the AstraZeneca
Board may reasonably require from time to time.

      

    

    
       

      
        
          	
                  6

                	
                  
                    Place of
      work

                  

                


        

         

      

    

    
    

    
      	
              6.1

            	
              The
      Executive's place of work will initially be the Company's offices at
      Stanhope Gate or such other place in Greater London at which AstraZeneca’s
      corporate head office is located but the Company may require the Executive
      to work at any place (whether inside or outside the United Kingdom) for
      such periods as the Company may from time to time require on either a
      temporary or an indefinite basis.

            


    

     

    
      	
              6.2

            	
              The
      AstraZeneca Board shall have the right to require the Executive to move
      house to an appropriate location for the better performance of his duties.
      The Executive will be given reasonable notice of any such requirement and
      the Company will reimburse to him all expenses incurred by him in such a
      move as it may consider reasonable in all the circumstances in accordance
      with the relevant Relocation Policy from time to time in force for senior
      executives.

            


    

     

    
      
        
          
            	
                    7

                  	
                    
                      
                        Remuneration

                      

                    

                  


          

           

        

      

    

    
      	
              7.1

            	
              The Company
      shall pay to the Executive the Salary at the rate of £550,000 per annum,
      by credit transfer to his bank account. This is payable by monthly
      instalments in arrears in an amount reflecting the choices made by the
      Executive under any flexible benefit arrangement operated by the Company
      from time to time. The rate of Salary will be reviewed annually and any
      changes will be with effect from
January.

            


    

     

    
      	
              7.2

            	
              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 from time to
      time in force, put in place from time to time for the benefit of
      Executives of comparable status, as the AstraZeneca Board may in its
      discretion determine. If the Company shall pay the Executive a bonus in
      any one year, this shall not give rise to a contractual entitlement to a
      bonus in future years.

            


    

     

    
      	
              7.3

            	
              The Salary and
      bonus/share incentives/share options shall be inclusive of any fees to
      which the Executive may be entitled as a director of AstraZeneca or any
      Group Company.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              7.4

            	
              Payment of the
      Salary and bonus/share incentives/share options to the Executive shall be
      made either by the Company or by a Group Company and, if by more than one
      company, in such proportions as the Board or the AstraZeneca Board may
      from time to time think fit.

            


    

     

    
      	
              7.5

            	
              The Company
      shall be entitled to deduct from any sum due to the Executive under the
      terms of this Agreement any monies which are owed by the Executive to the
      Company.

            


    

    
       

      
        
          
            
              	
                      8

                    	
                      
                        
                          
                            Expenses

                          

                        

                      

                    


            

             

          

        

      

    

    
      	
              8.1

            	
              The Company
      shall reimburse the Executive in respect of all expenses reasonably
      incurred by him in the proper performance of his duties, subject to his
      providing such receipts or other appropriate evidence as the Company may
      require.

            


    

     

    
      
        
          
            
              
                	
                        9

                      	
                        
                          
                            
                              
                                Holidays

                              

                            

                          

                        

                      


              

               

            

          

        

      

    

    
    

    
      	
              9.1

            	
              The Executive
      shall be entitled, in addition to all Bank and Public holidays normally
      observed in England and any additional holidays purchased by the Executive
      under any flexible benefits arrangement operated by the Company from time
      to time, to 22 working days' paid holiday in each holiday year (being the
      period from 1 July to 30 June). The Executive may take his holiday only at
      such times as are agreed with the AstraZeneca
  Board.

            


    

     

    
      
        	
              	
                9.2

              	
                In the
      respective holiday years in which the Employment commences or terminates,
      the Executive's entitlement to holiday shall accrue on a pro rata basis
      for each completed calendar month of service during the relevant
      year.

              


      

    

     

    
      	
              9.3

            	
              If, on the
      termination of the Employment, the Executive has exceeded his accrued
      holiday entitlement, the value of such excess, calculated by reference to
      clause 9.2 and the Salary, may be deducted by the Company from any sums
      due to him. If the Executive has any unused holiday entitlement, the
      Company shall at its discretion either require the Executive to take such
      unused holiday during any notice period or make a payment to him in lieu
      of it, calculated in accordance with clause
9.2.

            


    

    
       

      
      

      
        	
                9.4

              	
                Holiday
      entitlement for one holiday year cannot be taken in subsequent holiday
      years unless otherwise agreed by the AstraZeneca Board. Failure to take
      holiday entitlement in the appropriate holiday year will lead to
      forfeiture of any accrued holiday not taken without any right to payment
      in lieu of it.

              


      

      
         

        
          
            
              
                
                  
                    	
                            10

                          	
                            
                              
                                
                                  
                                    
                                      Sickness
      benefits

                                    

                                  

                                

                              

                            

                          


                  

                  
                    
                       

                      
                        
                          
                            
                              
                                
                                  	
                                          10.1

                                        	
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      Subject
      to clause 15 the Company shall continue to pay the Salary
      for:

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        


                                

                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              (a)

            	
              up to a
      maximum of 130 working days' absence on medical grounds in any period of
      12 calendar months; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              for the first
      130 working days' absence on medical grounds in any one continuous period
      of absence (or two or more linked periods as determined by the Social
      Security Contributions and Benefits Act 1992, as amended from time to
      time)

            


    

     

    
      
        whichever is the
lesser, provided that the Executive shall from time to time if required supply
the Company with medical certificates covering any period of sickness or
incapacity exceeding seven days (including weekends).

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            10.2

                          	
                            
                              
                                
                                  
                                    
                                      
                                        
                                          Payment in
      respect of any other or further period of absence shall be at the
      Company's
      discretion.

                                        

                                      

                                    

                                  

                                

                              

                            

                          


                  

                   

                

              

            

          

        

      

    

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              10.3

                            	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              Any payment to
      the Executive pursuant to clause 10.1 shall be subject to set off by the
      Company in respect of any Statutory Sick Pay and any Social Security
      Sickness Benefit or other benefits to which the Executive may be
      entitled.

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            


                    

                     

                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              10.4

                                            	
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              Subject to
      clause 10.2, when all sick pay entitlement pursuant to clause 10.1 has
      been exhausted, no further salary will be payable by the Company to the
      Executive until the Executive has returned to active service of the
      Company.

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            


                                    

                                    
                                       

                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                              10.5

                                                            	
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              If the
      Executive's absence shall be occasioned by the actionable negligence of a
      third party in respect of which damages are recoverable, then the
      Executive
      shall:

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            


                                                    

                                                     

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
              (a)

            	
              notify the
      Company immediately of all the relevant circumstances and of any claim,
      compromise, settlement or judgment made or awarded in connection with
      it;

            


    

     

    
      	
               
      

            	
              (b)

            	
              give to the
      Company such information concerning the above matters as the Company may
      reasonably require; and

            


    

     

    
      
        	
                 
      

              	
                (c)

              	
                if the Company
      so requires, refund to the Company any amount received by him from any
      such third party provided that the refund shall be no more than the amount
      which he has recovered in respect of
  remuneration.

              


      

    

    
      
         

        
          
            
              
                
                  
                    
                      
                        	
                                11

                              	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  Pension, death benefit, medical
      insurance and other
      benefits

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              


                      

                       

                    

                  

                

              

            

          

        

      

    

    During the
Employment the Executive shall be entitled to participate in a number of plans
or policies relating to the provision of a pension, death benefit and medical
insurance (amongst other things). Participation in these plans or policies may
be subject to eligibility criteria and will be subject always to any plan or
policy rules that may from time to time be in force as well as, in the case of
(but not limited to) the AstraZeneca Pension Fund, the Rules and any other
document which governs the operation of the plan.

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                11.1

                              	
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    The
      Company shall, from time to time, be entitled to require the Executive to
      undertake a medical examination with a doctor of the Company's
      choice.

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              


                      

                       

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    11.2

                                                  	
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          The Executive
      shall be entitled during the Employment to such other benefits, including
      participation in any flexible benefits arrangement operated by the Company
      from time to time, not inconsistent with the foregoing and as may be
      appropriate for a person of the status of the Executive as are provided to
      other comparable UK based employees in the
      Group.

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  


                                          

                                           

                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        11.3

                                                                      	
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              The Company or
      any Group Company will maintain appropriate director's and officer's
      liability insurance for the benefit of the Executive and will maintain
      such cover whilst the Executive is a director of the Company or any Group
      Company and for so long after the Executive has ceased to be a director as
      any claim which may arise in respect of that time during which the
      Executive was a director of the Company or any Group Company as may
      lawfully be brought against the Executive. To the extent permitted by law,
      AstraZeneca shall indemnify the Executive against any liability or losses
      or expenses which the Executive sustains or incurs in or about the
      discharge of his duties and obligations, whether as a director, officer or
      employee of AstraZeneca, except that this indemnity will not apply in
      respect of any matter resulting from or attributable to the Executive's
      fraud or deliberate
      misconduct.

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      


                                                              

                                                               

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
          
            
              	
                      12 

                    	
                      Restrictions during the
      Employment

                    


            

          

        

      

    

     

    
      
        
          
            
              
                	
                        12.1 

                      	
                        
                          During
      the Employment the Executive shall not directly or indirectly be employed,
      engaged, concerned or
interested:

                        

                      


              

            

          

        

      

       

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (a)

              	
                in any other
      business or undertaking; or

              


      

       

      
        
          	
                   
      

                	
                  (b)

                	
                  in any
      activity which the AstraZeneca Board reasonably considers may be, or
      become, harmful to the interests of AstraZeneca, the Company or of any
      Group Company or which might reasonably be considered to interfere with
      the performance of the Executive's duties under this
      Agreement.

                


        

         

        
          
            
              
                
                  
                    
                      	
                              12.2 

                            	
                              
                                
                                  Clause 12.1
      shall not
apply:

                                

                              

                            


                    

                  

                

              

            

             

            
              
                	
                         
      

                      	
                        (a)

                      	
                        to the
      Executive holding (directly or through nominees) investments listed on the
      Official List of London Stock Exchange plc or in respect of which dealing
      takes place in the Alternative Investment Market or any recognised stock
      exchange as long as he does not hold more than 5 per cent of the issued
      shares or other securities of any class of any one company and provided
      always that the Executive takes reasonable care to ensure that the holding
      of such investments does not give rise to any actual or potential conflict
      of interest between the holding of such investments and the duties of the
      Executive as contemplated by this Service Agreement and / or which may
      otherwise arise as a result of any law or regulation to which any of the
      Executive, the Company or AstraZeneca may from time to time be subject;
      or

                      


              

              
                 

                
                  	
                           
      

                        	
                          (b)

                        	
                          to any act
      undertaken by the Executive with the prior written consent of the
      AstraZeneca Board (such consent not to be unreasonably
      withheld).

                        


                

                 

                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        12.3 

                                      	
                                        
                                          
                                            
                                              The Executive
      shall comply with every rule of law, the UK Listing Authority's listing
      rules' Model Code for transactions in securities by directors of listed
      companies, certain employees and persons connected with them and every
      regulation of AstraZeneca and the Company for the time being in force in
      relation to dealings in shares or other securities of AstraZeneca, the
      Company or any Group
Company.

                                            

                                          

                                        

                                      


                              

                            

                          

                        

                      

                      
                         

                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              13 

                                            	
                                              
                                                
                                                  
                                                    Confidential information and
      company
documents

                                                  

                                                

                                              

                                            


                                    

                                  

                                

                              

                            

                            
                              
                                 

                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	
                                                      13.1 

                                                    	
                                                      
                                                        
                                                          
                                                            
                                                              The Executive
      shall neither during the Employment (except in the proper performance of
      his duties or with the express written consent of the Board) nor at any
      time (without limit) after the termination of the Employment except in
      compliance with an order of a competent
      court:

                                                            

                                                          

                                                        

                                                      

                                                    


                                            

                                          

                                        

                                      

                                    

                                    
                                       

                                      
                                        	
                                                 
      

                                              	
                                                (a)

                                              	
                                                
                                                  divulge or
      communicate to any person, company, business entity or other
      organisation;

                                                

                                              


                                      

                                      
                                         

                                        
                                          	
                                                   
      

                                                	
                                                  (b)

                                                	
                                                  
                                                    use for his
      own purposes or for any purposes other than those of the Company or any
      Group Company; or

                                                  

                                                


                                        

                                        
                                           

                                          
                                            	
                                                     
      

                                                  	
                                                    (c)

                                                  	
                                                    
                                                      through any
      failure to exercise due care and diligence, permit or cause any
      unauthorised disclosure of

                                                    

                                                  


                                          

                                           

                                          
                                            any
Confidential Information. These restrictions shall cease to apply to any
information which shall become available to the public generally otherwise than
through any breach by the Executive of the provisions of this Agreement or other
default of the Executive.

                                          

                                          
                                             

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  13.2 

                                                                	
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            The Executive
      acknowledges that all books, notes, memoranda, records, lists of customers
      and suppliers and employees, correspondence, documents, computer and other
      discs and tapes, data listings, codes, designs and drawings and other
      documents and material whatsoever (whether made or created by the
      Executive or otherwise) relating to the business of AstraZeneca, the
      Company or any Group Company (and any copies of the
      same):

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                                 

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (a)

              	
                
                  
                    shall be and
      remain the property of AstraZeneca, the Company or the relevant Group
      Company; and

                  

                

              


      

      
         

      

    

    
      
        	
                 
      

              	
                (b)

              	
                
                  
                    shall be
      handed over by the Executive to AstraZeneca, the Company or to the
      relevant Group Company on demand and in any event on the termination of
      the Employment and the Executive shall certify that all such property has
      been handed over on request by the AstraZeneca
      Board;

                  

                

              


      

      
         

      

    

    
    

    
      provided
that:

    

     

    
      
        
          	
                   
      

                	
                  i.

                	
                  
                    
                      
                        following the
      Executive’s reasonable request the Company or any Group Company shall
      provide the Executive with copies of such minutes (and any documents
      referred to therein) of any Group Company of which the Executive is or has
      been a director and which relate to any period that Executive has been a
      director of any Group Company as are reasonably required for the purposes
      of defending the Executive against any actual or alleged wrongdoing by the
      Executive and / or any Group Company upon which the Executive serves or
      has served as a director;
and

                      

                    

                  

                


        

        
          
             

            
              
                	
                         
      

                      	
                        ii.

                      	
                        
                          
                            
                              the Executive
      agrees to keep such minutes (and any documents referred to therein)
      confidential and undertakes not to disclose them to any third party save
      in confidence to his legal advisors for the purposes of obtaining legal
      advice or as required by law;
  and

                            

                          

                        

                      


              

              
                
                   

                  
                    
                      	
                               
      

                            	
                              iii.

                            	
                              
                                
                                  
                                    the Executive
      further agrees that, at such time as any minutes of any Group Company
      requested under this clause 13.2 are not reasonably required for the
      purposes of defending the Executive and / or any Group Company against any
      actual or alleged wrongdoing, the Executive will return all such minutes
      (and any attachments referred to therein) to the Company and undertakes
      not to retain any copies of the same in any form
      whatsoever.

                                  

                                

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

        

      

    

    
      	
              14

            	
              Inventions and other
      intellectual property

            


    

     

    
      	
              14.1

            	
              The parties
      foresee that the Executive may make inventions or create other
      Intellectual Property in the course of his duties and agree that in this
      respect the Executive has a special responsibility to further the
      interests of AstraZeneca, the Company and any Group
    Company.

            


    

     

    
      	
              14.2

            	
              Any invention,
      improvement, design, process, information, copyright work, computer
      program, trade mark, trade name or get-up, work or other output (Work) made, created or discovered by the
      Executive during the Employment (whether capable of being patented or
      registered or not and whether or not made or discovered in the course of
      the Employment) in conjunction with or in any way affecting or relating to
      the business of the Company or of any Group Company or capable of being
      used or adapted for use in or in connection with such business, together
      with all Intellectual Property subsisting therein, (collectively Intellectual Property Rights) shall be
      disclosed immediately to the Company and shall (subject to sections 39 to
      43 Patents Act 1977) belong to and be the absolute property of the Company
      or such Group Company as the Company may direct and the Executive hereby
      assigns to the Company with full title guarantee and by way of present
      assignment of future rights, all such copyright, database rights, design
      rights (and any other Intellectual Property capable of assignment by way
      of present assignment of future rights) which may fall within the
      definition of the Intellectual Property Rights absolutely for the full
      term of those rights.

            


    

     

    
      	
              14.3

            	
              If and
      whenever required so to do by the Company the Executive shall at the
      expense of the Company or such Group Company as the Company may
      direct:

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                (a)

              	
                apply or join
      with the Company or such Group Company in applying for patent or other
      protection or registration in the United Kingdom and in any other part of
      the world for any Intellectual Property Rights;
  and

              


      

      
         

        
          	
                   
      

                	
                  (b)

                	
                  execute all
      instruments and do all things necessary for vesting all Intellectual
      Property Rights (including such patent or other protection or registration
      when so obtained) and all right, title and interest to and in them
      absolutely, with full title guarantee and as sole beneficial owner, in the
      Company or such Group Company or in such other person as the Company may
      specify.

                


        

         

        
          
            	
                    14.4

                  	
                    The Executive
      irrevocably and unconditionally waives all rights under Chapter IV of Part
      I Copyright Designs and Patents Act 1988 in connection with his authorship
      of any existing or future copyright work in the course of the Employment,
      in whatever part of the world such rights may be enforceable including,
      without limitation:

                  


          

          
             

            
              
                	
                         
      

                      	
                        (a)

                      	
                        
                          the right
      conferred by section 77 of that Act to be identified as the author of any
      such work; and

                        

                      


              

              
                
                   

                  
                    
                      	
                               
      

                            	
                              (b)

                            	
                              
                                the right
      conferred by section 80 of that Act not to have any such work subjected to
      derogatory treatment.

                              

                            


                    

                    
                       

                    

                  

                

              

            

          

        

      

    

    
      	
              14.5

            	
              The Executive
      irrevocably appoints the Company to be his Attorney in his name and on his
      behalf to execute any such instrument or do any such thing and generally
      to use his name for the purpose of giving to the Company the full benefits
      of this clause. A certificate in writing in favour of any third party
      signed by any director or by the Secretary of the Company that any
      instrument or act falls within the authority conferred by this Agreement
      shall be conclusive evidence that such is the
  case.

            


    

     

    
      	
              14.6

            	
              Nothing in
      this clause 14 shall be construed as restricting the rights of the
      Executive or the Company under sections 39 to 43 Patents Act
      1977.

            


    

     

    
      	
              15

            	
              Termination

            


    

     

    
      	
              15.1

            	
              Notwithstanding
      any other provisions of this Agreement, in any of the following
      circumstances the Company may terminate the Employment summarily by
      serving written notice on the Executive to that effect. In such event the
      Executive shall not be entitled to any further payment from the Company
      except such sums as shall have accrued due at the date of service of such
      notice. The circumstances are if the
Executive:

            


    

     

    
      
        	
              	
                (a)

              	
                commits any
      serious breach of this Agreement which, if capable of remedy without
      damage to the reputation of any Group Company, he has failed to remedy
      within such reasonable period as is specified in a written notice to him
      specifying the breach and requiring it to be remedied within such
      period;

              


      

    

     

    
      
        	
              	
                (b)

              	
                is guilty of
      any gross misconduct, gross incompetence, or any wilful and substantial
      neglect in the discharge of his
duties;

              


      

    

     

    
      
        
          	
                	
                  (c)

                	
                  repeats or
      continues (after written warning) any breach of this
      Agreement;

                


        

      

    

     

    
      
        
          
            	
                  	
                    (d)

                  	
                    is guilty of
      any fraud, dishonesty or conduct which is not capable of remedy bringing
      or tending to bring himself, the Company or any Group Company into
      disrepute;

                  


          

        

      

       

    

    
      
        
        

      

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
       

      
        
          
            
              	
                    	
                      (e)

                    	
                      commits any
      act of bankruptcy or takes advantage of any statute for the time being in
      force offering relief for insolvent
debtors;

                    


            

          

        

        
           

          
            
              
                
                  	
                        	
                          (f)

                        	
                          is convicted
      of any criminal offence (other than minor offences under the Road Traffic
      Acts or the Road Safety Acts for which a fine or non-custodial penalty is
      imposed) which might reasonably be thought to affect adversely the
      performance of his
duties;

                        


                

              

            

            
               

              
                
                  
                    
                      	
                            	
                              (g)

                            	
                              is
      disqualified from holding office in the Company or in any other company by
      reason of any order made under the Company Directors Disqualification Act
      1986 or any other
enactment;

                            


                    

                  

                

                
                   

                  
                    
                      
                        
                          	
                                	
                                  (h)

                                	
                                  resigns as or
      otherwise ceases to be or becomes prohibited by law from being a director
      of the Company or AstraZeneca, otherwise than at the Company's or
      AstraZeneca’s
request.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Any
delay by the Company in exercising such right of termination shall not
constitute a waiver of it.

     

    
      
        	
              	
                15.2

              	
                If at any time
      the Executive is unable to perform his duties properly because of ill
      health accident or otherwise for a period or periods totalling at least
      130 working days in any period of 12 calendar months, or becomes incapable
      by reason of mental disorder of managing and administering his property
      and affairs, then the Company may, notwithstanding the existence of any
      permanent health insurance cover provided for the Executive under clause
      11.2 above, in its absolute discretion terminate the Employment by giving
      him not less than three months' written notice to that effect provided
      that if at any time during the currency of such a notice the Executive
      provides a medical certificate satisfactory to the Board to the effect
      that he has fully recovered his physical and/or mental health and that no
      further illness or incapacity can reasonably be anticipated for the
      foreseeable future, the Company shall withdraw the
  notice.

              


      

    

     

    
      	
              15.3

            	
              If the Company
      believes that it may be entitled to terminate the Employment, whether
      pursuant to clause 15.1 or otherwise, it shall be entitled (but without
      prejudice to its right subsequently to terminate the Employment on the
      same or any other ground) to suspend the Executive on full pay for so long
      as it reasonably thinks fit.

            


    

     

    
      	
              15.4

            	
              On the
      termination of the Employment or upon the Company having exercised its
      rights under clause 3.3, the Executive
shall:

            


    

     

    
      	
               
      

            	
              (a)

            	
              at the request
      of the AstraZeneca Board or the Company resign from office as a director
      of the Company and all offices held by him in any Group Company and shall
      transfer to the Company without payment or as the Company may direct any
      qualifying shares held by him as nominee for the Company provided however
      that such resignation shall be without prejudice to any claims which the
      Executive may have against the Company or any Group Company arising out of
      the termination of the Employment;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              immediately
      deliver to the Company all materials within the scope of clause 13.2, any
      Company car, mobile telephone or other Company equipment in his possession
      and all keys, credit cards, and other property of or relating to the
      business of the Company or of any Group Company which may be in his
      possession or under his power or control save that the Executive may in
      the circumstances set out in clause 13.2 of this Agreement and subject
      always to the provisions of clause 13.2 of this Agreement request copies
      of the Board minutes (and any documents referred to therein) of any Group
      Company of which the Executive is or has been a
  director;

            


    

     

    
      	 	
              and the
      Executive irrevocably authorises the Company to appoint any person in his
      name and on his behalf to sign any documents and do any things necessary
      or requisite to give effect to his obligations under this clause
      15.4.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      
        	
                16

              	
                Restrictive
      covenants

              


      

    

     

    
      	
              16.1

            	
              The Executive
      will not (without the previous consent in writing of the AstraZeneca
      Board) for the period of 6 months immediately after the Termination Date
      (in relation to the restriction in (a) below) and 12 months after the
      Termination Date (in the case of the restrictions in (b), (c) and (d)
      below) whether as principal or agent, and whether alone or jointly with,
      or as a director, manager, partner, shareholder, employee or consultant of
      any other person, directly or
indirectly:

            


    

     

    
      	
               
      

            	
              (a)

            	
              carry on, or
      be engaged, concerned or interested in any business which is similar to
      and competes with any business being carried on by the Company or by any
      Group Company at the Termination Date and with which the Executive was
      involved in the course of the Employment at any time during the period of
      12 months immediately preceding the Termination
  Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              negotiate
      with, solicit business from or endeavour to entice away from AstraZeneca,
      the Company or any Group Company the business of any person, firm, company
      or organisation who or which to his knowledge is and has been a customer,
      client or agent of or supplier to (or who had regular business dealings
      with AstraZeneca, the Company or with any Group Company) during the period
      of 12 months immediately preceding the Termination Date and with whom he
      had direct or indirect dealings or personal contact in the course of the
      Employment during that period, so as to harm the goodwill or otherwise
      damage the business of AstraZeneca, the Company or of any other Group
      Company provided that this restriction will be limited to activities by
      the Executive which will involve offering or providing services similar to
      those which he will have provided during the
  Employment;

            


    

     

    
      	
               
      

            	
              (c)

            	
              undertake to
      provide in competition with AstraZeneca, the Company or any Group Company
      any service or manufacture or supply any product similar to those with
      which he was concerned in the course of the Employment during the period
      of 12 months immediately preceding the Termination Date to or for any
      person who is or was a customer, client or agent of or supplier to (or who
      had regular business dealings with) AstraZeneca, the Company or any other
      Group Company during the period of 12 months immediately preceding the
      Termination Date and with whom he had direct or indirect dealings in the
      course of the Employment during that
period;

            


    

     

    
      	
               
      

            	
              (d)

            	
              interfere
      with, solicit or endeavour to entice away from AstraZeneca, the Company or
      any Group Company any person who to his knowledge is, and within the
      period of 12 months immediately preceding the Termination Date had been,
      part of the senior management of AstraZeneca, the Company or any other
      Group Company and with whom he had personal dealings in the course of the
      Employment during that period.

            


    

     

    
      	
              16.2

            	
              For the
      avoidance of doubt, none of the restrictions contained in clause 16.1
      shall prohibit any activities by the Executive which are not in direct or
      indirect competition with any business being carried on by AstraZeneca,
      the Company or any Group Company at the Termination
  Date.

            


    

     

    
      	
              16.3

            	
              Nothing in
      clause 16.1 shall preclude the Executive from holding (directly or through
      nominees) investments listed on the Official List of London Stock Exchange
      plc or in respect of which dealing takes place in the Alternative
      Investment Market or any recognised stock exchange as long as he does not
      hold more than 5 per cent of the issued shares or other securities of any
      class of any one company.

            


    

     

    
      	
              16.4

            	
              At no time
      after the Termination Date shall the Executive directly or indirectly
      represent himself as being interested in or employed by or in any way
      connected with AstraZeneca, 

            


    

    
       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                the Company or
      any Group Company, other than as a shareholder and former employee of the
      Company.

              


      

       

    

    
      	
              16.5

            	
              The Executive
      agrees that, having regard to all the circumstances, the restrictions
      contained in this clause are reasonable and necessary for the protection
      of AstraZeneca, the Company or of any Group Company and that they do not
      bear harshly upon him and the parties agree
  that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              each
      restriction shall be read and construed independently of the other
      restrictions so that if one or more are found to be void or unenforceable
      as an unreasonable restraint of trade or for any other reason the
      remaining restrictions shall not be affected;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              if any
      restriction is found to be void but would be valid and enforceable if some
      part of it were deleted, that restriction shall apply with such deletion
      as may be necessary to make it valid and
  enforceable.

            


    

     

    
      	
              17

            	
              Disciplinary and grievance
      procedures

            


    

     

    
      	
              17.1

            	
              There are no
      special disciplinary or grievance rules which apply to the Executive and
      any such matters affecting him will be dealt with by the AstraZeneca
      Board.

            


    

     

    
      	
              18

            	
              Notices

            


    

     

    
      	
              18.1

            	
              Any notice or
      other document to be given under this Agreement shall be in writing and
      may be given personally to the Executive or to the Secretary of the
      Company or AstraZeneca (as the case may be) or may be sent by first class
      post or other fast postal service or by facsimile transmission to, in the
      case of the Company, its registered office for the time being and in the
      case of the Executive either to his address shown on the face of this
      Agreement or to his last known place of
  residence.

            


    

     

    
      	
              18.2

            	
              Any such
      notice shall (unless the contrary is proved) be deemed served when in the
      ordinary course of the means of transmission it would first be received by
      the addressee in normal business hours. In the case of first class post,
      this shall be deemed to be no later than two working days after posting.
      In proving such service it shall be sufficient to prove, where
      appropriate, that the notice was addressed properly and posted, or that
      the facsimile transmission was
despatched.

            


    

     

    
      	
              19

            	
              Former contracts of
      employment

            
	 	 
	 	
              This Agreement
      shall be in substitution for any previous contracts, whether by way of
      letters of appointment, agreements or arrangements, whether written, oral
      or implied, relating to the employment of the Executive, which shall be
      deemed to have been terminated by mutual consent as from the date of this
      Agreement and the Executive acknowledges that he has no outstanding claims
      of any kind against AstraZeneca, the Company or any Group Company in
      respect of any such contract.

            


    

     

    
      	
              20

            	
              Choice
      of law and submission to
jurisdiction

            


    

     

    
      	
              20.1

            	
              This Agreement
      shall be governed by and interpreted in accordance with English
      law.

            


    

     

    
      	
              20.2

            	
              The parties
      submit to the exclusive jurisdiction of the English
  courts.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      
        	
                21

              	
                General

              


      

       

      
        
          
            	
                    21.1

                  	
                    
                      The
      expiration or termination of this Agreement shall not prejudice any claim
      which either party may have against the other in respect of any
      pre-existing breach of or contravention of or non-compliance with any
      provision of this Agreement nor shall it prejudice the coming into force
      or the continuance in force of any provision of this Agreement which is
      expressly or by implication intended to or has the effect of coming into
      or continuing in force on or after such expiration or
      termination.

                    

                  


          

          
            
               

              
                	
                        21.2

                      	
                        This Agreement
      constitutes the written statement of the terms of employment of the
      Executive provided in compliance with Part I of the
  ERA.

                      


              

              
                
                   

                  
                    	
                            21.3

                          	
                            A person who
      is not a party to this Agreement has no right under the Contracts (Rights
      of Third Parties) Act 1999 to enforce any term of this Agreement but this
      does not affect any right or remedy of a third party which exists or is
      available apart from that Act.

                          


                  

                   

                

              

            

          

        

      

    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    


    
       

      
        	Executed as a deed by the
      Company	)	/s/ David
    Brennan 
	acting by
      two directors or by a director and its	)	Director
	secretary	)	 
	 	)	/s/ Graeme
      Musker 
	 	)	Group
      Secretary
	 	 	 
	 	 	 
	 	 	 
	
                Executed as a
      deed by Astrazeneca 

              	)	/s/ David
      Brennan 
	acting by
      two directors or by a director and its	)	Director
	secretary	)	 
	 	)	/s/ Graeme
      Musker 
	 	)	Group
      Secretary
	 	 	 
	 	 	 
	 	 	 
	Executed
      as a deed by the Executive	)	 
	in the
      presence of	)	 
	 	)	 
	 	)	 /s/ Simon
      Lowth
	 	 	 
	 	 	 
	 	 	 


      

       

       

         

        
          	
                
	 /s/ Signature of witness
	
                  Signature of
      witness

                	 
	 	 
	 	 
	Name 	 
	 	 
	 	 
	Address