Dated01
March
2014


 


 


SERVICE
AGREEMENT


  


between


 


Mitovie
Pharma
Europe Limited


 


and


 


Dr
Michael
Hawthorne


 


 


Kennedys


25
Fenchurch Avenue
London


EC3M
5AD Tel.
020 7667 9667


Fax.
020 7667 9777


 


Ref.
10/CVB/M943-3421942 (RND)


 












    	 



    	 



    




  


Contents


 





	1	INTERPRETATION................................................................................................................................	4
	2	TERM
    OF APPOINTMENT..................................................................................................................	6
	3	PROFESSIONAL
    QUALIFICATIONS .................................................................................................	7
	4	EMPLOYEE
    WARRANTIES .................................................................................................................	7
	5	DUTIES
    ....................................................................................................................................................	7
	6	PLACE
    OF WORK.................................................................................................................................	9
	7	HOURS
    OF WORK................................................................................................................................	9
	8	SALARY
    .................................................................................................................................................	9
	9	EXPENSES
    ...............................................................................................................................................	10
	10	BONUS
    .....................................................................................................................................................	10
	11	Life
    Assurance ........................................................................................................................................	 
	12	PRIVATE
    MEDICAL INSURANCE .....................................................................................................	11
	13	DIRECTORS'
    AND OFFICERS' INSURANCE....................................................................................	12
	14	CAR
    .................................................................................... ERROR! BOOKMARK NOT DEFINED.	 
	15	HOLIDAYS
    ..............................................................................................................................................	12
	16	INCAPACITY
    .........................................................................................................................................	13
	17	OUTSIDE
    INTERESTS ..........................................................................................................................	14
	18	CONFIDENTIAL
    INFORMATION ......................................................................................................	14
	19	INTELLECTUAL
    PROPERTY ...............................................................................................................	14
	20	CEASING
    TO BE A DIRECTOR...........................................................................................................	15
	21	PAYMENT
    IN LIEU OF NOTICE.........................................................................................................	15
	22	TERMINATION
    WITHOUT NOTICE .................................................................................................	16
	23	CHANGE
    OF CONTROL.......................................................................................................................	17
	24	GARDEN
    LEAVE ....................................................................................................................................	19
	25	OBLIGATIONS
    ON TERMINATION..................................................................................................	19
	26	POST-TERMINATION
    RESTRICTIONS............................................................................................	20
	27	DISCIPLINARY
    AND GRIEVANCE PROCEDURES.........................................................................	22
	28	PENSIONS...............................................................................................................................................	23
	29	DATA
    PROTECTION............................................................................................................................	23
	30	COLLECTIVE
    AGREEMENTS..............................................................................................................	24
	31	RECONSTRUCTION
    AND AMALGAMATION..............................................................................	24
	32	NOTICES.................................................................................................................................................	24
	33	ENTIRE
    AGREEMENT..........................................................................................................................	25
	34	VARIATION...........................................................................................................................................	25
	35	COUNTERPARTS..................................................................................................................................	25
	36	THIRD
    PARTY RIGHTS........................................................................................................................	25
	37	GOVERNING
    LAW AND JURISDICTION .........................................................................................	26


 







    	2



    	 



    

 


THIS
AGREEMENT is
dated
01
March
2014


 


Parties


 


(1)                        
Mitovie Pharma
Europe Limited
incorporated and
registered in Scotland
with company
number SC264289
whose registered
office is
at BioCity
Scotland, Bo’Ness
Road, Newhouse,
Lanarkshire, ML1
5UH (Company
& Associated Group
 Companies).


 


(2)                        
Michael  Hawthorne,
 20 
Larksborough  Avenue,
 Newtownards, 
BT23  8SU
(Employee).


 


Agreed
terms


 


1       
INTERPRETATION


 


1.1                      
The definitions
and rules
of interpretation in
this clause 1
apply in
this agreement.


 


Agreed
Sum: an
amount equivalent
to the
gross value
of one
year's basic
salary as
specified in
clause 8.1
(less any
sums paid
to the
Employee by
way of
notice or payment
in lieu of
notice).


 


Appointment:
the employment
of
the
Employee
by
the
Company
on
the
terms
of this
agreement.


 


Associated
Employer: has
the meaning
given to
it in
the Employment
Rights Act 1996.


 


Board:
the board
of directors
of the
Company (including
any committee
of the
board duly appointed
by it).


 


Capacity:
as agent,
consultant, director,
employee, owner,
partner, shareholder
or in
any other
capacity.


 


Commencement
Date: 1
March 2014


 


Confidential
Information: information
(whether or
not recorded
in documentary
form, or
stored on
any magnetic
or optical
disk or
memory) relating
to the
business, products,
affairs and
finances of
the Company
for
the
time
being
confidential
to
the Company
and trade secrets
including, without limitation,
technical data and know-how relating
to the business of
the Company or any
of its business contacts,
including in particular (by
way of illustration
only and without
limitation).


 


Control:
in relation
to a
body corporate,
the power
of a
person to
secure that
the affairs
of the
body corporate
are conducted
in accordance
with the
wishes of that
person (or persons):


 


(a)                  
by means
of the holding
of shares,
or the
possession of
voting power,
in or
in relation to,
that or any other
body corporate; or


 


(b)                  
by virtue
of any
powers conferred
by the
constitutional or
corporate documents,
or any
other document,
regulating that
or any other
body corporate,


 


and
a Change
of Control
occurs if
a person
who controls
any body
corporate ceases
to do so
or if
another person
acquires Control of
it, but
does not
occur in
the circumstances described in
clause 23.


 


Employee's
family: the
Employee's spouse
or civil
partner and
children under
the
age of
18.


 


FSA:
the Financial
Services Authority
and its
successors.


 


Garden
Leave: any
period during
which the
Company has
exercised its
rights under
clause 22.44.


 


Group
Company: the
Company, its
Subsidiaries or
Holding Companies
from time
to time and any
Subsidiary of any
Holding Company from time
to time.


 


Incapacity:
any sickness
or injury
which prevents
the Employee
from carrying
out his duties.


 



    	3



    	 



    




 


Intellectual
Property Rights:
patents,
rights
to Inventions,
copyright and
related rights,
trade marks,
trade names
and domain
names, rights
in get-up,
rights in
goodwill or
to sue
for passing
off, unfair
competition rights,
rights in
designs, rights
in computer
software, database
rights, topography
rights, rights
in confidential
information (including
know-how and
trade secrets)
and any other
intellectual property rights,
in each case whether registered
or unregistered
and including
all applications (or rights
to apply) for,
and renewals or extensions
of, such rights and
all similar or equivalent
rights or forms
of protection which subsist
or will subsist now
or in the future in any
part of the world.


 


Invention:
any invention,
idea, discovery,
development,
improvement
or
innovation,
whether
or
not
patentable
or
capable
of
registration,
and
whether
or
not recorded
in
any medium.


 


Pre-Contractual
Statement: any
undertaking, promise,
assurance, statement,
representation,
warranty
or
understanding
(whether
in
writing
or
not)
of
any
person
(whether
party
to
this
agreement
or
not)
relating
to
the
Employee's
employment
under this
agreement which
is not expressly
set out in
this agreement [or any documents
referred to in it].


 


Restricted
Business: the
business of
manufacture and
wholesale distribution
of medicines
or any
other business
that the
employee was
involved in
to a
material extent in the
6 months before Termination.


 


Restricted
Customer: any
firm,
company
or
person
who,
during
the
6 months
before Termination,
was a
customer or
late stage
prospective customer
of or
was in
the habit
of dealing
with the
Company or
any Group
Company with
whom the
Employee had contact
or about whom
he became
aware or
informed in the
course of employment.


 


Restricted
Person: anyone
employed or
engaged by
the Company
or any
Group Company
who could
materially damage
the interests
of the
Company or
any Group
Company if they
were involved
in any
Capacity in
any business
concern which competes
with any Restricted
Business and with
whom the Employee dealt
in the
6 months
before Termination
in the
course of
employment.


 


Staff
Handbook: the
Company's staff
handbook as
amended from
time to
time.


 


Subsidiary
and Holding
Company:
in
relation
to
a company
mean "subsidiary"
and "holding
company" as
defined in
section 1159
of the
Companies Act 2006
[and a company
shall be
treated, for
the purposes
only of
the membership
requirement contained
in subsections
1159(1)(b) and
(c), as a
member of
another company even if its
shares in that other
company are registered in
the name of
(a) another
person (or
its nominee), whether by
way of security
or in connection with
the taking of
security, or (b) a nominee].


 


Termination:
the termination
of the
Employee's employment
with the
Company however
caused.


 


1.2                      
The headings
in this
agreement are
inserted for
convenience only
and shall
not affect its construction.


 


1.3                      
A reference
to a particular
law is
a reference
to it
as it
is in
force for
the time
being taking
account of
any amendment,
extension, or
re-enactment and
includes any
subordinate legislation
for the
time being
in force made
under it.


 


1.4                      
Unless the
context otherwise
requires, a
reference to one
gender shall include
a reference to
the other genders.


 


1.5                      
Unless the
context otherwise
requires, words
in the
singular include
the plural
and in the
plural include the singular.


 


1.6                      
The schedules
to this
agreement form
part of
(and are
incorporated into) this
agreement.


 


2       TERM
OF APPOINTMENT


 


2.1                      
Indefinite term


 


The
Appointment shall
be deemed
to have
commenced
on the
Commencement Date
and shall
continue, subject
to the
remaining terms
of this
agreement, until
terminated by
either party
giving the
other not
less than
six (6) months'
prior notice
in writing.


 


2.2                      
The first
six (6)
months of
the Appointment
shall be
a probationary
period and the
Appointment may be
terminated during this
period at
any time
on one
month’s notice
or payment
in lieu
of notice.
The Company
may, at
its discretion,
extend the
probationary period
for up
to a further
three (3)
months. During
the probationary period
the Employee's performance
and suitability for
continued employment will be
monitored. At the
end of the
probationary period the
Employee will be informed
in writing if he has
successfully completed his probationary
period.


 


2.3                      
No employment
with a previous
employer counts
towards the
Employee's period of
continuous employment with the
Company.


 


2.4                      
The Employee
consents to
the transfer
of his
employment under
this agreement
to an Associated
Employer at any time during the
Appointment.


 



    	4



    	 



    




 


3       PROFESSIONAL
QUALIFICATIONS


 


3.1                      
It is
a condition
of this
agreement that the
Employee holds
a relevant
professional qualification
and shall
continue at
all times
during the
Appointment to be so qualified.


 


3.2                      
The Employee
shall immediately
notify the
Company if
he ceases
to hold
this qualification during
the Appointment, or
becomes subject
to any inquiry,
investigation or
proceeding that may lead
to the loss
of the qualification.


 


4       EMPLOYEE WARRANTIES


 


4.1                      
The Employee
represents and
warrants to
the Company
that, by
entering into
this agreement
or performing
any of
his obligations
under it,
he will
not be
in breach
of any
court order or
any express
or implied
terms of
any contract
or other
obligation binding
on him
and undertakes
to indemnify
the Company
against any
claims, costs, damages, liabilities
or expenses which
the Company may
incur as a result if he
is in breach of
any such obligations.


 


4.2                      
The Employee
warrants that
he is
entitled to
work in
the United Kingdom
without any
additional approvals
and will
notify the
Company immediately
if he
ceases to be so
entitled during the
Appointment.


 


4.3                      
The Employee
warrants that
he is
not subject
to any
restrictions which
prevent him from holding
office as a director.


 


5       DUTIES


 


5.1                      
The Employee shall
serve the Company as Chief
Executive Officer.


 


5.2                      
During the Appointment
the Employee shall:


 


(a)                  
act as a
director of
the Company and
carry out
duties on
behalf of
any other
Group Company
including, if
so required
by the
Board, acting
as an officer
or consultant
of any
such Group Company;


 


(b)                  
comply with
the articles
of association
(as amended
from time
to time)
of any Group
Company of which he is
a director;


 


(c)                   
abide by
any statutory,
fiduciary or
common-law duties to
the Company
of which he
is a director;


 


(d)                  
not do
anything that
would cause
him to
be disqualified
from acting
as a director;


 


(e)                   
comply with
all requirements,
recommendations or
regulations, as
amended from time
to time, of
all regulatory
authorities relevant to the
Company and
any code
of practice
issued by
the Company
(as amended
from time to time);


 


(f)                   
comply with
the requirements
under both
legislation and
regulation as to
the disclosure of
inside information;


 


(g)                   
unless prevented
by Incapacity, devote
the whole
of his time,
attention and
abilities to
the business
of the
Company and
any Group
Company of
which he is
an officer or
consultant;


 


(h)                  
faithfully and
diligently exercise
such powers
and perform
such duties
as may
from time
to time
be assigned to
him by the
Board together with
such person or
persons as the
Board may
appoint to act jointly
with him;


 


(i)                    
comply with
all reasonable
and lawful
directions given
to him
by the
Board;


 


(j)                    
promptly make
such reports
to the
Board in
connection with
the affairs
of the Company
on such matters
and at
such times
as are reasonably
required;


 


(k)                  
report his
own wrongdoing and
any wrongdoing or
proposed wrongdoing
of any other
employee or
director of
the Company
to the
Board immediately
on becoming aware of
it;


 


(l)                    
use his
best endeavours
to promote,
protect, develop
and extend
the business of
the Company;


 


(m)                
consent to
the Company
monitoring and
recording any
use that
he makes
of the
Company's electronic
communications systems
for the purpose
of ensuring that
the Company's
rules are being
complied with
and for
legitimate business purposes;
and


 


(n)                  
comply with 
any  electronic
 communication 
systems  policy
 that
the Company may issue
from time to time.


 



    	5



    	 



    




 


5.3                      
The Employee
shall comply
with
any
rules,
policies
and
procedures
set
out
in
the
Staff
Handbook,
a copy
of which
is available
from the
Finance Department.
The Staff
Handbook does
not form
part of
this agreement
and the Company
may amend
it at
any time.
To the extent
that there is
any conflict between
the terms
of this
agreement and
the Staff
Handbook, this agreement
shall prevail.


 


5.4                      
All documents,
manuals, hardware
and software
provided for
the Employee's
use by
the Company,
and any
data or
documents (including
copies) produced,
maintained or
stored on
the Company's
computer systems
or other
electronic equipment
(including mobile phones),
remain the property of
the Company.


 


6       PLACE
OF WORK


 


6.1                      
The Employee's
normal place
of work
is BioCity
Scotland, Bo’Ness
Road, Newhouse,
Lanarkshire, ML1
5UH.


 


6.2                      
The Employee
agrees to
travel on the
Company's business (both
within the
United Kingdom or
abroad) as
may be
required for
the proper
performance of
his duties under
the Appointment.


 


6.3                      
During the
Appointment the
Employee shall
not be
required to work
outside the United
Kingdom for any continuous period
of more than
one month.


 


7       HOURS OF WORK


 


7.1                      
The Employee's
normal working
hours shall
be 09.00
to 17.30
on Mondays
to Fridays
and such
additional hours
as are
necessary for
the proper
performance of
his duties.
The Employee
acknowledges that
he shall
not receive
further remuneration in
respect of such additional hours.


 


7.2                      
The parties each
agree that the nature of
the Employee's
position is such that
his working
time cannot
be measured
and, accordingly,
that the
Appointment falls
within the scope
of regulation 20
of the Working
Time Regulations 1998.


 


8       SALARY


 


8.1                      
The Employee
shall be
paid an
initial salary
of £100,000
per annum
(inclusive of
any fees
due to
the Employee
by the
Company as
an officer
of the Company).


 


8.2                      
The Employee's
salary shall
accrue from
day to
day and
be payable
monthly in
arrears and in
advance on or
about the 28th of
each month directly
into the Employee's bank
or building society.


 


8.3                      
The Employee's
salary shall
be reviewed
by the
Board annually,
the first
such review
to take
place on
1 March
2015. The
Company is
under no
obligation to
award an
increase following
a salary
review. There
will be
no review
of the
salary after
notice has
been given
by either
party to terminate
the Appointment.


 


8.4                      
The Company
may deduct
from the
salary, or
any other
sums owed
to the
Employee, any
money owed to
the Company by the
Employee.


 


9       EXPENSES


 


9.1                      
The Company
shall reimburse
(or procure
the reimbursement
of) all
reasonable expenses
wholly, properly
and necessarily
incurred by
the
Employee
in
the
course
of
the
Appointment,
subject
to
production
of
VAT
receipts
or other
appropriate evidence of
payment.


 


9.2                      
The Employee
shall abide
by the
Company's policies
on expenses
as set
out in
the Staff Handbook
from time to time.


 


9.3                      
Any credit
card supplied
to the
Employee by
the Company
shall be
used only
for expenses
incurred by him
in the course
of the
Appointment.


 


10     BONUS


 


10.1                   
The Board
may in
its absolute
discretion pay
the Employee
a bonus
of such amount,
at such intervals
and subject to
such conditions
as the
Board may
in its
absolute discretion
determine taking
into account
specific performance
targets, as agreed
between the Employee
and the Board from time
to time.


 


10.2                   
Any bonus
payment to
the Employee
shall be
purely discretionary
and shall
not form
part of
the Employee's
contractual remuneration
under this
agreement. If the
Company makes
a bonus
payment to
the Employee
in respect
of a particular
financial year
of the
Company, it
shall not
be obliged to
make subsequent bonus payments
in respect of subsequent
financial years of
the Company.


 



    	6



    	 



    




 


10.3                   
The Company
may alter
the terms
of any
bonus targets
or withdraw
them altogether
at any
time without
prior notice.


 


10.4                   
Notwithstanding clause
10, the Employee shall
in any event have no right
to a bonus or
a time-apportioned bonus if:


 


(a)                  
his employment
terminates for
any reason
or he
is under
notice of termination
(whether given by
the Employee
or the
Company) at
or before the
date when a bonus
might otherwise have been payable.


10.5                   
Any bonus payments
shall not be pensionable.


 


11        LIFE ASSURANCE


 


11.1                   
After successful
completion of
the probationary
period referred
to in
clause 2.2 the
Employee shall
be entitled
to
participate
in the
Company's life
assurance scheme
which shall
pay to the
Employee's dependents
a sum
equal to
three times
the Employee's
salary if
the Employee
dies during
the Appointment.
Participation is subject to:


 


(a)                  
the terms
of the
Company's life
assurance scheme,
as amended
from time to
time;


 


(b)                  
the rules
or the
insurance policy
of the
relevant insurance
provider, as
amended from time
to time; and


 


(c)                   
the Employee
satisfying the
normal underwriting
requirements of
the relevant
insurance provider
and the
premium being
at a rate
which the Company considers
reasonable.


 


Full
details of
the scheme are
available from the
Finance Department.


 


11.2                   
If the
insurance provider
refuses for
any reason
to provide
life assurance
benefit to
the Employee
the Company
shall not be
liable to
provide to
the Employee
any replacement
benefit of
the same
or similar
kind or
to pay
any compensation in
lieu of such
benefit.


 


11.3                   
The Company
in its
sole and
absolute discretion
reserves the
right to
discontinue, vary
or amend
its life
assurance scheme
(including the
level of
the Employee's cover)
at any
time on reasonable notice
to the Employee.


 


12                        
PRIVATE
MEDICAL INSURANCE


 


12.1                   
After successful
completion of
the probationary
period referred
to in
clause 2.2 the
Employee and
the Employee's
family shall
be entitled
to
participate
in
the Company's private
medical insurance scheme
subject to:


 


(a)                  
the terms of
that scheme, as amended from
time to time;


 


(b)                  
the rules
or insurance
policy of
the relevant
insurance provider,
as amended from
time to time; and


 


(c)                   
the Employee
and his
spouse or
civil partner
and any children
under the age
of 18
satisfying the normal
underwriting requirements
of the
relevant insurance
provider and
the premium
being at
a rate
which the
Company considers reasonable.


 


Full
details of
the Company's
private medical
insurance scheme
are available
from the Finance
Department.


 


12.2                   
If the
insurance provider
refuses for
any reason
to provide
private medical
insurance benefit
to the
Employee or
to the
Employee's family
the Company
shall not
be liable
to provide
any replacement
benefit of
the same
or similar
kind or to
pay any compensation in lieu
of such benefit.


 


12.3                   
The Company
in its
sole and
absolute discretion
reserves the
right to
discontinue, vary
or amend
the scheme
(including the
level of
the Employee's
cover) at any time on reasonable
notice to the Employee.


 


13     DIRECTORS'
AND OFFICERS'
INSURANCE


 


During
the Appointment
and for
six years following
Termination the Employee
shall be
entitled to
be covered
by a policy
of directors'
and officers'
liability insurance
on terms
no less
favourable than
those in
place from
time to
time for
other members
of the
Board. A
copy of
the policy is
available from
the Finance
Department.


 



    	7



    	 



    

 





14      HOLIDAYS


 


14.1                   
The Employee
shall be
entitled
to
25
days'
paid
holiday
in
each
holiday
year
together
with
the
usual
public
holidays
as
stated
in the
Company handbook.
The Company's
holiday year
runs between
1 April
and 31
March. If
the Appointment
commences or terminates
part way through
a holiday
year, the Employee's entitlement
during that holiday
year shall be calculated
on a pro- rata basis
rounded up to the
nearest half day.


 


14.2                   
Holiday shall
be taken
at such
time or
times as
shall be
approved in
advance by
the Chief
Executive Officer.
The Employee
shall not
without the
consent of
the Board
carry forward
any accrued
but untaken
holiday entitlement
to a subsequent holiday
year unless the Employee
has been unavoidably prevented
from taking such holiday during
the relevant leave year
because of sickness absence
or statutory maternity, paternity
or adoption leave.


 


14.3                   
The Employee
shall have
no entitlement to
any payment in
lieu of
accrued but untaken
holiday except
on termination
of the
Appointment. Subject
to clause
14.3 the
amount of
such payment
in lieu
shall be
1/260th of
the Employee's
full-time equivalent salary for
each untaken day of the entitlement
under clause 14
for the holiday year in
which termination takes place
and any untaken days
carried forward from the
preceding holiday year.


 


14.4                   
If the
Company has
terminated or
would be entitled
to terminate
the Appointment
under clause
19.2 or
if the
Employee has terminated
the Appointment
in breach
of this
agreement any
payment due
under clause
14.2 shall
be limited
to the Employee's
statutory entitlement under
the Working Time Regulations
1998 and any paid
holidays (including paid public
holidays) taken shall
be deemed
first to have
been taken in satisfaction
of that statutory
entitlement.


 


14.5                   
If on
termination of
the Appointment
the Employee
has taken
in excess
of his
accrued holiday
entitlement, the
Company shall
be entitled
to recover
from the
Employee by
way of
deduction from
any payments
due to
the Employee
or otherwise
one day's pay
(calculated at
1/260th of the
Employee's full-time
equivalent salary) for each excess
day.


 


14.6                   
If either
party has
served notice
to terminate
the Appointment,
the Board may
require the
Employee to
take any
accrued but
unused holiday
entitlement during
the notice
period. Any
accrued but
unused holiday
entitlement shall be
deemed to be taken
during any period of
Garden Leave under clause
22.44.


 


14.7                   
During any
continuous period
of absence
due to
Incapacity of
one month
or more
the Employee
shall not
accrue holiday
under this
contract and
the Employee's
entitlement under
clause 14
for the
holiday year
in which
such absence
takes place shall be reduced
pro rata save that
it shall not fall below
the Employee's entitlement
under the Working Time
Regulations 1998.


 


15     INCAPACITY


 


15.1                   
Subject to
the Employee's
compliance with
the
Company's
sickness
absence
procedures
(as
amended
from
time
to
time),
he
shall
continue
to
receive
his
full
salary
and
contractual
benefits
during
any period
of absence
due to Incapacity
for up to an
aggregate of 2 weeks in
any 52 week period.
Such payment shall
be inclusive of any
statutory sick pay due in
accordance with applicable legislation
in force at the time of
absence.


 


15.2                   
The Employee
agrees to
consent to medical
examinations (at the
Company's expense) by
a doctor
nominated by
the Company
should the
Company so
require. The
Employee agrees
that any
report produced
in connection
with any
such examination may be
disclosed to the Company
and the Company may
discuss the contents of
the report with the
relevant doctor.


 


15.3                   
If the
Incapacity is
or appears
to be
occasioned by
actionable negligence,
nuisance or
breach of
any statutory
duty on
the part
of a
third party
in respect
of which
damages are
or may
be recoverable,
the Employee
shall immediately notify
the Board of
that fact and of
any claim, compromise,
settlement or judgment
made or awarded in
connection with it and all
relevant particulars that
the Board
may reasonably
require. The
Employee shall
if required by
the Board, refund
to the
Company that
part of any
damages or compensation recovered
by him relating to the
loss of earnings for
the period of the
Incapacity as the Board
may reasonably determine less
any costs borne by
him in connection with
the recovery of such
damages or compensation, provided
that the amount to
be refunded shall not exceed
the total amount paid
to the Employee by
the Company in respect
of the period of
Incapacity.


 


15.4                   
The rights
of the
Company to
terminate the
Appointment under
the terms
of this
Agreement apply
even when
such termination
would or
might cause
the Employee
to forfeit
any entitlement
to sick
pay, permanent
health insurance
or other benefits.


 


16    OUTSIDE
INTERESTS


 


16.1                   
Subject to
clause 17.2,
during the
Appointment the
Employee shall
not, except
as a
representative of the
Company or with
the prior
written approval of
the Board,
whether paid
or unpaid,
be directly
or indirectly
engaged, concerned or
have any financial interest in
any Capacity in any
other business, trade,
profession or occupation (or
the setting up of
any business, trade, profession
or occupation).


 


16.2                   
Notwithstanding clause
16, the
Employee may
hold an
investment by
way of
shares or
other securities
of not
more than
5% of
the total
issued share
capital of
any company
(whether or
not it
is listed
or dealt
in on a
recognized stock
exchange) where such company
does not carry on a business similar
to or competitive
with any business
for the time
being carried on
by the Company.


 


16.3                   
The Employee
agrees to
disclose to the
Board any matters
relating to
his spouse
or civil partner
(or anyone
living as
such), children
or parents
which may,
in the
reasonable opinion
of the
Board, be
considered to
interfere, conflict
or compete
with the
proper performance
of the
Employee's obligations
under this agreement.


 



    	8



    	 



    




 


17    CONFIDENTIAL
INFORMATION


 


17.1                   
The Employee
acknowledges that
in the
course of
the Appointment
he will
have access
to Confidential
Information. The
Employee has
therefore agreed
to accept the restrictions
in this clause 18.


 


17.2                   
The Employee
shall not
(except in
the proper
course of
his duties),
either
during
the
Appointment
or
at
any
time
after
its
termination
(however
arising),
use
or
disclose
to
any
person, company
or
other
organization
whatsoever
(and
shall
use his
best endeavors
to prevent
the publication
or disclosure of)
any Confidential Information.
This shall not
apply to:


 


(a)                  
any use or
disclosure authorized by the Board
or required by law;


 


(b)                  
any information
which is
already in,
or comes
into, the
public domain
other than
through the Employee's unauthorized
disclosure; or


 


(c)                   
any protected
disclosure within
the meaning
of section
43A of the
Employment Rights Act 1996.


 


18      INTELLECTUAL
PROPERTY


 


18.1                   
The Employee
shall give
the Company full
written details of
all Inventions
and of all
works embodying
Intellectual Property
Rights made
wholly or partially
by him at
any time
during the
course of
the Appointment
which relate to,
or are reasonably capable
of being used
in, the business
of the Company.
The Employee acknowledges that
all Intellectual Property
Rights subsisting (or
which may in the
future subsist) in all
such Inventions and works
shall automatically, on creation,
vest in the Company
absolutely. To the extent
that they do not
vest automatically, the Employee
holds them on
trust for the
Company. The Employee agrees
promptly to execute all documents
and do all
acts as
may, in
the opinion
of the
Company, be
necessary to give
effect to this clause
19.


 


18.2                   
The Employee hereby
irrevocably waives all moral
rights under the
Copyright, Designs and
Patents Act
1988 (and
all similar
rights in
other jurisdictions)
which he
has or
will have
in any
existing or
future works
referred to
in clause
19.


 


18.3                   
The Employee
hereby irrevocably
appoints the
Company to
be his
attorney to
execute and
do any
such instrument
or thing
and generally
to use
his name
for the
purpose of
giving the
Company or
its nominee
the benefit of
this clause
19 and
acknowledges in
favour of
a third
party that
a certificate
in writing
signed by any Director
or the Secretary of the
Company that any instrument or
act falls within the authority
conferred by this clause
19 shall be conclusive
evidence that such is the
case.


 


19     CEASING
TO BE
A DIRECTOR


 


19.1                   
Except with
the
prior
approval
of
the
Board,
or
as
provided
in
the
articles
of
association
of
the
Company,
the
Employee
shall
not
resign
as
a director
of the Company.


 


19.2                   
If during
the Appointment
the Employee
ceases to
be a
director of
the Company
(otherwise than
by reason
of his
death, resignation
or disqualification
pursuant to
the articles
of association
of the
Company, as amended from
time to time, or
by statute or
court order)
the Appointment shall
continue with the Employee as
an employee only and the
terms of this agreement (other
than those relating to
the holding of the
office of director) shall
continue in full force and
effect. The Employee shall
have no claims in
respect of such cessation of
office.


 


20     PAYMENT IN
LIEU
OF NOTICE


 


20.1                   
Notwithstanding clause
1.6.1, the
Company may,
in its
sole and absolute
discretion, terminate the
Appointment at
any time
and  with 
immediate effect by
paying a sum
in lieu
of notice (Payment
in Lieu) equal
to the
basic salary (as
at the
date of termination) which
the Employee
would have
been entitled to receive
under this agreement
during the notice
period referred to
at clause 2.1
(or, if notice has
already been given, during
the remainder of
the notice period)
less income tax
and National Insurance
contributions. For the avoidance
of doubt, the Payment
in Lieu shall not
include any
element in
relation to:


 


(a)                  
any bonus
or commission
payments that
might otherwise
have been
due during the period
for which the
Payment in Lieu is
made;


 


(b)                  
any payment
in respect
of benefits
which the
Employee would
have been
entitled to
receive during
the period
for which
the Payment
in Lieu is
made; and


 


(c)                   
any payment
in respect
of any
holiday entitlement
that would
have accrued
during the period
for which the Payment
in Lieu is
made.


 


20.2                   
The Company
may pay any
sums due under clause 21
in equal monthly instalments until
the date on which
the notice period referred
to at clause
2.1 would have expired if
notice had been given.
The Employee shall be obliged
to seek alternative income
during this period
and to notify the Company
of any income so
received. The instalment payments
shall then be reduced
by the amount of such
income.


 


20.3                   
The Employee
shall have
no right to
receive a Payment
in Lieu unless
the Company
has exercised
its discretion
in clause
20. Nothing
in this
clause 21
shall prevent the Company from
terminating the Appointment in
breach.


 



    	9



    	 



    




 


21    TERMINATION
WITHOUT NOTICE


 


21.1                   
The Company
may also
terminate the
Appointment with
immediate
effect
without
notice
and
with
no
liability
to
make
any
further
payment
to
the
Employee
(other
than
in respect
of amounts
accrued due
at the
date of
termination) if the Employee:


 


(a)                  
is disqualified
from acting as a director
or resigns as a director
from the Company without
the prior written
approval of
the Board;


 


(b)                  
is guilty
of a serious
breach of
the rules
or regulations
as amended
from time
to time
of any
regulatory authorities
relevant to
the Company
or any
code of
practice issued
by the
Company (as
amended from
time to time);


 


(c)                   
fails or
ceases to
meet the
requirements of
any regulatory
body whose
consent is
required to
enable him
to undertake
all or
any of
his duties
under the
Appointment or
is guilty
of a
serious breach of
the rules and
regulations of
such regulatory body
or of
any compliance
manual of
the Company;


 


(d)                  
is guilty of
any gross misconduct affecting
the business of
the Company;


 


(e)                   
commits any
serious or
repeated breach
or non-observance
of any
of the
provisions of
this agreement
or refuses
or neglects
to comply
with any
reasonable and lawful directions
of the
Board;


 


(f)                   
is, in
the reasonable opinion of
the Board, negligent and incompetent
in the performance of
his duties;


 


(g)                   
is declared
bankrupt or
makes any
arrangement with
or for
the benefit
of his
creditors or
has a
county court administration
order made against
him under the County
Court Act 1984;


 


(h)                  
is convicted
of any
criminal offence
(other than
an offence
under any
road traffic
legislation in the
United Kingdom
or elsewhere
for which
a fine
or non-custodial
penalty is imposed)
or any
offence under
any regulation or
legislation relating to insider
dealing;


 


(i)                    
ceases to hold
the relevant professional qualification;


 


(j)                    
becomes of
unsound mind
(which includes
lacking capacity
under the
Mental Capacity
Act 2005), or
a patient under
any statute
relating to mental health;


 


(k)                  
ceases to be
eligible to work in the
United Kingdom;


 


(l)                    
is guilty
of any
fraud or
dishonesty or
acts in
any manner which
in the
opinion of the
Board brings
or is
likely to
bring the
Employee or
the Company
into disrepute
or is
materially adverse
to the
interests of the
Company;


 


(m)                
is guilty
of a serious
breach of
any rules
issued by the
Company from
time to time
regarding its electronic communications
systems; or


 


(n)                  
is unable
by reason
of Incapacity
to perform
his duties
under this agreement
for an aggregate
period of
2 weeks in
any 52-week
period.


 


21.2                   
The rights
of the
Company under
clause 21
are without
prejudice to
any other
rights that
it might
have at
law to
terminate the
Appointment or
to accept
any breach
of this agreement
by the
Employee as
having brought
the agreement
to an end.


 


Any
delay by
the Company
in exercising its
rights to terminate shall not
constitute a waiver thereof.


 


22      CHANGE
OF CONTROL


 


22.1                   
If there
is a Change
of Control
of the
Company and,
within 12
months following
the Change of
Control directly or
indirectly in connection with
it:


 


(a)                  
the Company
terminates the
Appointment other
than in circumstances
in which it was entitled
to rely on clause
211); or


 


(b)                  
the Employee
serves notice
to terminate
the Appointment 
in accordance
with clause 1.6, the
Company shall,
subject to clause
22.2 below,
pay the
Agreed Sum
to the
Employee within
one month
following Termination.
The Agreed
Sum shall
be payable
less any tax
or other
statutory deductions
which the
Company is
obliged to deduct.


 



    	10



    	 



    




 


22.2                   
The payment
of the
Agreed Sum
shall be
conditional on
and in
consideration of:


 


(a)                  
the Employee complying
with the obligations
in clause 23.2(g);


 


(b)                  
the Employee
complying with
and continuing to
comply with
his obligations
relating to confidentiality,
intellectual property and
restrictive covenants
as set out
in clause 16.3, clause
 17.2(c) 
and clause
24.4 respectively;


 


(c)                   
Clause 24.4
applying notwithstanding
that the
Appointment may,
or without
the payment
of the
Agreed Sum
might, otherwise
have been
repudiated by the Company;
and


 


(d)                  
the Employee
executing such
documents in
a form reasonably
acceptable to the Company
as it may require.


 


22.3                   
For the
avoidance of
doubt,
the
payment
of
the
Agreed
Sum
shall
not
affect
the
Employee's entitlement to any
of the following:


 


(a)                  
any accrued
but unpaid salary;


 


(b)                  
any payment in lieu
of accrued but unused holiday;
or


 


(c)                    the reimbursement of expenses,
provided that all
claims for reimbursement are submitted within four weeks after Termination,
in relation, in each case,
to the period before Termination.


 


22.4                   
To the
extent that
the Agreed
Sum is
damages (which
is not
admitted), the
parties agree
that the
terms of
this clause
21.2 represent
a genuine
pre- estimate
of the
loss to
the Employee
that would arise
on termination
of the
Appointment in the circumstances
described and does
not constitute a penalty.
The [Company waives any
requirement on the Employee
to mitigate his losses
in respect of such
termination and the]
Employee shall, subject
to clause 22.2(d), accept
the Agreed Sum in
full and final settlement
of all and any
claims that he
may have arising
out of the Appointment
or its termination (excluding
any personal injury claims
of which he is not
aware at Termination or
any claims in relation
to accrued entitlements under
the Company pension scheme).


 


23     GARDEN LEAVE


 


23.1                   
Following service
of notice
to terminate the
Appointment by either
party, or
if the Employee
purports to
terminate the
Appointment in
breach of
contract, the
Board may
by written
notice place the
Employee on
Garden Leave
for the whole or
part of the
remainder of
the Appointment.


 


23.2                   
During any period
of Garden Leave:


 


(a)                  
the Company
shall be
under no
obligation to provide
any work
to the
Employee and
may revoke
any powers
the Employee
holds on
behalf of
the Company;


 


(b)                  
the Company
may require the
Employee to
carry out
alternative duties or
to only perform
such specific
duties as are
expressly assigned
to the
Employee, at
such location
(including the
Employee's home)
as the
Company may decide;


 


(c)                   
the Employee
shall continue
to receive
his basic
salary and
all contractual
benefits in
the usual
way and
subject to the
terms of any benefit
arrangement;


 


(d)                  
the Employee
shall remain
an employee
of the
Company and
bound by the
terms of this
agreement;


 


(e)                   
the Employee
shall ensure
that the
Chief Executive
Officer  knows where
he will
be and how
he can
be contacted
during each
working day
(except during any periods taken
as holiday in the
usual way);


 


(f)                   
the Company
may exclude
the Employee
from any
premises of
the Company;
and


 


(g)                   
the Company
may require the
Employee not
to contact or
deal with
(or attempt
to contact
or deal
with) any
officer, employee,
consultant, client,
customer, supplier,
agent, distributor,
shareholder, adviser
or other
business contact of the Company.


 



    	11



    	 



    




 


24     OBLIGATIONS
ON TERMINATION


 


24.1                   
On termination
of the
Appointment (however
arising) or,
if earlier,
at the
start of a period of
Garden Leave, the Employee shall:


 


(a)                  
resign immediately
without compensation
from any
office or trusteeship
that he holds in or
on behalf of
the Company;


 


(b)                  
transfer without
payment to the Company
or as it
may direct any shares
or other
securities held
by him
in the
Company as
a nominee
or trustee
for the Company
and deliver to
the Company the related
certificates; immediately deliver
to the
Company all
documents, books,
materials, records,
correspondence, papers and
information (on whatever
media and
wherever located) relating
to the
business or
affairs of the
Company or its business
contacts, any keys, credit
card and any other
property of the Company
including any car provided to the
Employee, which is
in his possession or
under his
control;


 


(c)                   
irretrievably delete
any information relating
to the
business of the
Company stored
on any magnetic
or optical
disk or
memory and
all matter
derived from
such sources
which is
in his
possession or
under his
control outside the Company's
premises; and


 


(d)                  
provide a
signed statement that
he has complied
fully with his
obligations under
this clause
24 together
with such
reasonable evidence
of compliance as
the Company may request.


 


24.2                   
Where the
Employee has
been placed on
Garden Leave he
shall not
be required by
clause 24
to return
until the
end of
the Garden
Leave period
any property
provided to
him as
a contractual
benefit for
use during
the Appointment.


 


24.3                   
The Employee
hereby irrevocably
appoints the
Company to
be his
attorney to
execute and
do any
such instrument
or thing
and generally
to use
his name
for the
purpose of
giving the
Company or
its nominee
the full benefit
of clause
24.1 and clause
24.1(a).


 


24.4                   
On termination
of the Appointment
however arising
the Employee
shall not
be entitled
to any
compensation for
the loss
of any
rights or
benefits under
any share
option, bonus,
long-term incentive
plan or
other profit
sharing scheme operated
by the Company
in which he may
participate.


 


25      POST-TERMINATION
RESTRICTIONS


 


25.1                   
In order
to protect
the confidential
information, trade
secrets and
business connections
of the
Company to
which he
has access
as a result
of the
Appointment, the
Employee covenants
with the
Company (for
itself and
as trustee
and agent for each
Group Company) that
he shall not:


 


(a)                  
for 6
months after Termination
solicit or endeavour
to entice
away from the
Company the
business or
custom of
a Restricted
Customer with
a view
to providing
goods or
services to
that Restricted
Customer in competition with
any Restricted Business;


 


(b)                  
for 6
months after Termination
in the course
of any
business concern which
is in
competition with
any Restricted
Business, offer
to employ
or engage
or otherwise
endeavour to
entice away
from the
Company any
Restricted Person;


 


(c)                   
for 6
months after Termination,
be involved in
any Capacity
with any business
concern which is
(or intends
to be) in competition
with any
Restricted Business;


 


(d)                  
for 6
months after Termination
be involved with
the provision
of goods or
services to
(or otherwise
have any
business dealings
with) any
Restricted Customer
in the
course of
any business
concern which
is in
competition with any Restricted
Business; or


 


(e)                   
at any
time after
Termination, represent
himself as
connected with
the Company
in any Capacity.


 


25.2                   
None of
the restrictions in clause
25 shall prevent the
Employee from:


 


(a)                  
holding an
investment by way
of shares
or other
securities of
not more
than [5]%
of the
total issued
share capital
of any
company, whether
or not
it is listed or
dealt in on a recognised
stock exchange;


 


(b)                  
being engaged
or concerned
in any
business concern
insofar as
the Employee's
duties or
work shall
relate solely
to geographical
areas where
the business
concern is
not in
competition with
any Restricted
Business; or


 


(c)                   
being engaged
or concerned
in any
business concern, provided
that the
Employee's duties
or work
shall relate
solely to
services or
activities of a kind
with which the Employee
was not concerned to
a material extent
in the 6 months
before Termination.


 


25.3                   
The restrictions
imposed on
the Employee
by this
clause 24.46
apply to
him acting:


 


(a)                  
directly or
indirectly; and


 


(b)                  
on his
own behalf
or on
behalf of,
or in
conjunction with,
any firm,
company or person.


 


25.4                   
The periods
for which
the restrictions
in clause
25 apply
shall be
reduced by
any period
that the
Employee spends
on Garden
Leave immediately
before Termination.


 


25.5                   
If the
Employee receives
an offer
to be
involved in
a business
concern in
any Capacity
during the
Appointment, or
before the
expiry of
the last
of the
covenants in
this clause
24.4, the
Employee shall
give the
person making
the offer
a copy
of this clause
24.4 and
shall tell
the Company the
identity of that
person as soon as
possible.


 


25.6                   
The Company
and the
Employee entered
into the restrictions
in this clause 24.4 having been separately legally
advised.


 


25.7                   
Each of
the restrictions
in this
clause 24.46
is intended
to be
separate and
severable. If
any of the
restrictions shall be
held to
be void but
would be
valid if
part of
their wording
were deleted, such
restriction shall
apply with
such deletion as
may be necessary to
make it valid or effective.


 


25.8                   
The Employee
will, at
the request
and expense of
the Company, enter
into a
separate agreement
with any
Group Company in
which he agrees
to be bound
by restrictions
corresponding to
those restrictions
in this
clause 24.46
(or such of those
restrictions as the Company
deems appropriate) in relation
to that Group Company.


 


26    DISCIPLINARY
AND GRIEVANCE
PROCEDURES


 


26.1                   
The Employee
is subject
to the
Company's disciplinary
and grievance
procedures, copies
of which
are available
Finance Department.
These procedures
do not form
part of the
Employee's contract of employment.


 


26.2                   
If the
Employee wants
to raise
a grievance,
he may
apply in
writing to
the Chief
Executive Officer
in accordance
with the
Company's grievance
procedure.


 


26.3                   
If the
Employee wishes
to appeal
against a disciplinary
decision he
may apply
in writing
to the
Chairman in
accordance with
the Company's
disciplinary procedure.


 


26.4                   
The Board
may suspend
the Employee
from any
or all of
his duties for
a period of
up to
30 days during
any period
in which
the Company
is investigating
any disciplinary
matter involving
the Employee or
while any disciplinary
procedure against the Employee
is outstanding.


 


26.5                   
During any period
of suspension:


 


(a)                  
the Employee
shall continue
to receive
his basic
salary and
all contractual
benefits in
the usual
way and
subject to the
terms of any benefit
arrangement;


 


(b)                  
the Employee
shall remain
an employee
of the
Company and
bound by the
terms of this
agreement;


 


(c)                   
the Employee
shall ensure
that the
Chief Executive
Officer  knows where
he will
be and how
he can
be contacted
during each
working day
(except during any periods taken
as holiday in the
usual way);


 


(d)                  
the Board
may exclude
the Employee
from his
place of
work or any
other premises of
the Company;
and


 


(e)                   
the Board
may require
the Employee
not to
contact or
deal with
(or attempt
to contact or
deal with) any
officer, employee, consultant,
client, customer, supplier,
agent, distributor, shareholder,
adviser or
other business contact of the
Company.


 


27     PENSIONS


 


27.1                   
The Employee
may join
the Company's group
personal pension scheme
(Scheme) (or
such other registered
pension scheme
as may
be set
up by
the Company
to replace
the Scheme)
subject to satisfying
certain eligibility
criteria and
subject to the
rules of the
Scheme as amended from
time to
time. Full details
of the Scheme
are available from
the Finance Department.


 


27.2                   
If the
Employee joins
the Scheme,
the Company
shall contribute
an amount
equal to
5% of
the Employee's
salary to
the Scheme
during each
year of
the Appointment.
The Company's
contributions to
the Scheme
shall be
payable in equal
monthly installments
in arrears, and
shall be subject
to the
rules of
the Scheme
and the
tax reliefs and
exemptions available
from HM
Revenue & Customs, as
amended from time to
time.


 


27.3                   
The Employee
may make
contributions to the
Scheme of an
amount up to the
lower of
100% of
the Employee's
salary and
the annual
allowance set
by HM
Revenue &
Customs from
time to time.
Such contributions
shall be
payable in
equal monthly
installments in arrears
and shall
be made
by way
of deduction
from the Employee's
salary.


 


27.4                   
A contracting-out certificate
is not in force in
respect of the Appointment.


 


28      DATA
PROTECTION


 


28.1                   
The Employee
confirms he
has read
and understood
the
Company's
data
protection
policy,
a copy
of which
is contained
in the
Staff. The
Company may
change its
data protection
policy at
any time
and will
notify employees
in writing of any
changes.


 


28.2                   
The Employee
shall comply
with
the
data
protection
policy
when
processing
personal
data
in
the
course
of
employment
including
personal
data
relating
to
any employee,
customer, client, supplier
or agent of the Company.


 


28.3                   
The Employee
consents to
the Company
processing data
relating to
the Employee
for legal,
personnel, administrative
and management
purposes and
in particular
to the
processing of
any sensitive
personal data
(as defined
in the
Data Protection Act 1998) relating
to the Employee,
including, as appropriate:


 


(a)                  
information about
the Employee's
physical or
mental health
or condition
in order
to monitor
sick leave
and take
decisions as
to the
Employee's fitness for
work;


 


(b)                  
the Employee's
racial or
ethnic origin
or religious
or similar
information in order
to monitor compliance with
equal opportunities legislation;


 


(c)                   
information relating
to any criminal
proceedings in
which the Employee
has been
involved for
insurance purposes
and in order
to comply
with legal
requirements and obligations
to third parties;
and


 


28.4                   
The Company
may make
such information available
to those who
provide products
or services to
the Company
(such as
advisers and
payroll administrators),
regulatory authorities,
potential or
future employers,
governmental or
quasi-governmental organizations
and potential
purchasers of
the Company or the
business in which the
Employee works.


 


28.5                   
The Employee
consents to
the transfer
of such
information to
any Group
Company and
the Company's
business contacts
outside the
European Economic
Area in
order to
further its
business interests
even where the
country or
territory in
question does
not maintain
adequate data
protection standards.


 


29     COLLECTIVE
AGREEMENTS


 


There
is no collective
agreement which directly affects
the Appointment.


 


30      RECONSTRUCTION
AND AMALGAMATION


 


If
the Appointment
is terminated
at any
time by
reason of
any reconstruction
or amalgamation
of the
Company, whether
by winding
up or
otherwise, and
the Employee
is offered
employment with
any concern
or undertaking
involved in
or resulting
from the
reconstruction or
amalgamation on
terms which (considered in
their entirety)
are no less favourable
to any material extent
than the terms
of this
agreement, the
Employee shall
have no
claim against the Company
or any such undertaking
arising out of or connected
with the termination.


 


31     NOTICES


 


31.1                   
A notice
given to
a party
under this
agreement shall
be in
writing in the
English language
and signed
by or
on behalf
of the
party giving
it. It shall
be delivered
by hand
or sent
to the
party at
the address
given in
this agreement
or as otherwise
notified in writing to
the other party.


 


31.2                   
Any such notice
shall be deemed to
have been received:


 


(a)                  
if delivered
by hand,
at the time
the notice
is left at
the address
or given to
the addressee;


 


(b)                  
in the
case of
pre-paid first
class UK post
or other
next working
day delivery
service, at
9.00 am
on the
second business
day after
posting or
at the time recorded
by the delivery
service; or


 


(c)                   
in the
case of
pre-paid airmail,
9.00 am
on the
fifth Business
Day after
posting or at
the time recorded by
the delivery service; or


 


31.3                   
A notice
shall have
effect from
the earlier
of its
actual or
deemed receipt
by the
addressee. For
the purpose of
calculating deemed receipt:


 


(a)                  
all references
to time
are to
local time
in the
place of deemed
receipt; and


 


(b)                   if deemed
receipt would occur on a Saturday or
Sunday or a public
holiday when banks are
not open for business,
deemed receipt is at 9.00
am on the next business day.


 


31.4                   
This clause
does not
apply to the
service of any
proceedings or other
documents in any
legal action.


 


32     ENTIRE
AGREEMENT


 


32.1                   
This agreement
and any
document referred to
in it constitutes
the whole
agreement between the
parties (and
in the
case of
the Employer,
as agent
for any
Group Companies)
and supersedes
all previous
discussions, correspondence,
negotiations, arrangements, understandings
and agreements between them.


 


32.2                   
Each party
acknowledges that
in entering
into this
agreement it
has not
relied on
and shall
have no
remedy in
respect of
any Pre-Contractual
Statement.


 


32.3                   
Each party
agrees that
its only
liability in
respect of
those representations
and warranties
that are
set out
in this
agreement (whether
made innocently
or negligently)
shall be for
breach of
contract.


 


32.4                   
Nothing in this
agreement shall limit or exclude
any liability for
fraud.


 


33     VARIATION


 


No
variation or
agreed termination of
this agreement shall be effective
unless it is in
writing and signed by
the parties (or
their authorized representatives).


 


34     COUNTERPARTS


 


This
agreement may
be executed
in any
number of
counterparts, each
of which,
when executed
and delivered,
shall be
an original,
and all
the counterparts
together
shall
constitute one and
the same instrument.


 


35     THIRD
PARTY RIGHTS


 


No
person other
than a party
to this agreement may
enforce any of
its terms.


 


36     GOVERNING
LAW AND
JURISDICTION


 


36.1                   
This agreement
and any
dispute or
claim arising
out
of
or
in
connection
with
it
or
its
subject
matter
or
formation
(including
non-contractual
disputes
or
claims)
shall
be governed by
and construed in accordance
with Scottish law.


 


36.2                   
The parties
irrevocably agree
that the
court of
Scotland shall
have exclusive
jurisdiction to
settle
any
dispute
or
claim
that
arises
out
of
or
in
connection
with
this
agreement
or its
subject matter
or formation
(including non-
contractual disputes or claims).


 


This
document has
been executed
as a
deed and
is delivered
and takes
effect on
the date
stated at the beginning
of it.


 


Executed
as a
deed by
Mitovie Pharma
Europe Ltd
acting by
Mr Vinod
Kaushal, a director


 


 /s/
Vinod Kaushal


Director


 


 


Signed
as a
deed by
Michael Hawthorne
in the presence of:


 


 /s/
Michael Hawthorne


[SIGNATURE
OF EMPLOYEE]


  








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