Exhibit 4.2.3

Private & ConfidentialMr Ian Gowrie-Smith
105 Piccadilly
London
W1J 7NJ

Dated
as of 23rd June 2004

Dear
Ian

I
am writing to set out the terms of your appointment as Non-Executive Chairman of SkyePharma PLC. It is agreed that this is a contract for services and is not a contract of
employment.

Appointment

Your appointment as Non-Executive Chairman will be for a term of three years commencing on 23rd June 2004, unless otherwise
terminated earlier by and at the discretion of either party upon one month's written notice. Continuation of your contract of appointment is contingent on satisfactory performance and
re-election at forthcoming AGMs.

Time commitment

We anticipate a significant time commitment which will normally include attendance at monthly board meetings, the AGM and at least one site visit per year. In
addition, you will be expected to devote appropriate preparation time ahead of each meeting.

By
accepting this appointment, you have confirmed that you are able to allocate sufficient time to meet the expectations of your rolethe Company expects you to undertake at
least 75 days work per year in your capacity as Non-Executive Chairman.

You
will be provided with appropriate office facilities to enable you to undertake the work on behalf of the Company.

Role

You will have the same general legal responsibilities to the Company as you did as Executive Chairman. The Board of the Company as a whole is collectively
responsible for the success of the company. The Board:



All
directors must take decisions objectively in the interests of the Company. In addition it is the responsibility of the Chairman to:



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Fees

You will be paid a fee of £140,000 gross per annum which will be paid monthly in arrears and which will be subject to an annual review by the board.
Where you have undertaken work over and above the expected level of 75 days you will be remunerated at a per diem rate of £2,000.

The
Company will reimburse you for all reasonable and properly documented expenses you incur in performing the duties of your office. Expenses will include reasonable costs you incur for
the provision of secretarial support although such costs should be agreed in writing in advance with the Company.

Outside interests

It is accepted and acknowledged that you have business interests other than those of the Company and have declared any conflicts that are apparent at present. In
the event that you become aware of any potential conflicts of interest, these should be disclosed to the Board and Company Secretary as soon as apparent.

Confidentiality

All information acquired during your tenure is confidential to the Company and should not be released, either during your appointment or following termination (by
whatever means), to third parties without prior clearance from the Board.

Your
attention is also drawn to the requirements under both legislation and regulation as to the disclosure of price sensitive information. Consequently you should avoid making any
statements that might risk a breach of these requirements without prior clearance from the Board or Company Secretary.

Insurance

The Company has directors' and officers' liability insurance and it is intended to maintain such cover for the full term of your appointment. The current
indemnity limit is £15 million; a copy of the policy document is attached.

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Independent professional advice

Occasions may arise when you consider that you need professional advice in the furtherance of your duties as a director. Circumstances may occur when it will be
appropriate for you to seek advice from independent advisors at the Company's expense. The Company will reimburse the full cost of expenditure incurred in accordance with the attached schedule of
Matters Reserved for the Main Board.

Please
indicate your acceptance of these terms by signing and returning the enclosed copy of the letter.

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|Yours sincerely |  | Approved by
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