DATED 11TH MAY 1992 MR. PETER V. ALLEN - and - CELLTECH LIMITED TERMS AND CONDITIONS OF EMPLOYMENT

Exhibit 99(e)(13)

DATED 11TH MAY 1992

XX. XXXXX X. XXXXX

- and -

CELLTECH LIMITED

TERMS AND CONDITIONS OF

EMPLOYMENT

THIS AGREEMENT is made the 11th day of May 1992.

BETWEEN

1. CELLTECH LIMITED (“the Company”) whose registered office is at 000 Xxxx Xxxx, Xxxxxx, Xxxxxxxxx.

2. XXXXX XXXXX (“the Executive”) whose address is 00 Xxxxxxx Xxxx, Xxxxxx XX00 0XX.

NOW IT IS HEREBY AGREED as follows:-

1. Appointment

The Company shall employ the Executive and the Executive shall serve the Company as Director of Finance (hereinafter called “the Appointment”) for the period stipulated in Clause 2 hereof. The Appointment shall relate primarily to the United Kingdom but shall extend to reasonable travel abroad when so required by the Company.

2. Period of Appointment

This Agreement shall commence and be deemed to have commenced on the Commencement Date and (subject to Clause 9 hereof) shall continue until the expiration of two years commencing on the Commencement Date and thereafter subject always to the right of either the Company or the Executive to determine the Appointment upon the expiration of the said term by either party giving to the other not less than twelve months’ prior notice or at any time thereafter by either party giving to the other not less than twelve months notice.

3. Definition

(a) In this Agreement unless the context otherwise requires:

a. “Subsidiary” means a subsidiary as defined by Section 736 of the Companies Xxx 0000.

b. “Associated Company” means any company fifty per cent or less but more than twenty per cent of whose equity share capital (as defined in Section 744 of the Companies Act 1985) is owned by the Company (and / or any of its Subsidiaries) and shall include any Subsidiary of such Associated Company.

c. “The Group” means the Company and its subsidiaries and Associated Companies for the time being.

d. “Inventions” means any know-how, invention, formula, specimen, sample, process or improvement, trade xxxx or name, copyright, design, plan, drawing, specification or device of whatever nature which relates to or is useful in connection with the business, any product, process or activity carried on, made or dealt in by the Company or any other company in the Group and is invented, developed or devised or otherwise acquired by the Executive whether alone or jointly with any other person during the continuance of the Appointment.

e. “Registrable Rights” means letters patent, registered designs under the Registered Designs Xxx 0000, trade marks or similar commercial monopoly rights created by registration (whether in the United Kingdom or elsewhere in the world)

f. “the Board” means the Board of Directors for the time being of the Company

g. “Commencement Date” means 10th February 1992.

h. “Full Time” means that the Executive will not have any other employment other than by the consent of the Company

i. “Recognised Stock Exchange” means any body of person which is a recognised Stock Exchange for the purposes of the Prevention of Frauds (Investment) Xxx 0000.

(b) The Clause headings in this Agreement are inserted for convenience only and shall not effect its construction.

4. Duties of the Executive

During the continuance of the Appointment the Executive shall well and faithfully serve the Company and use his utmost endeavours to promote the interests of the Company (but not in any way which may conflict with the interests of the Group which interest he shall use his utmost endeavours to promote) giving at all times the full benefit of his knowledge, expertise, technical skills and ingenuity and shall perform such duties and exercise such powers (being consistent with the Appointment) in

relation to the conduct and management of the affairs of the Company and of its Subsidiaries and Associated Companies for the time being as may from time to time be assigned or communicated to or vested in him by the Board and shall give to the Board such information regarding the affairs of the Group as he or it shall require and at all times shall conform to the reasonable instructions or directions of the Board.

5. Duties of the Executive to be Full Time

The duties of the Executive shall be full time and the Executive shall throughout the continuance of the Appointment devote the whole of his working time, attention and abilities to the duties of the Appointment (unless prevented by ill-health from doing so) and shall not directly or indirectly enter into or be concerned or in any manner interested in any other business whatsoever except:-

(a) as a holder or beneficial owner for the purpose of investment of any class of any shares, debentures or other securities of any class in any company if such class of securities is quoted and dealt in on a Recognised Stock Exchange or in respect of which dealing takes place in the Unlisted Securities Market or the Third Market of the Stock Exchange of Great Britain and Ireland and the Executive (together with his spouse, children, parents and parents’ issue) neither holds nor is beneficially interested in more than a total of 5% of any single class of the securities of that company; or

(b) with the consent in writing of the Company provided always that such consent may be given subject to any terms of conditions by the Executive shall ipso facto be deemed in breech of the terms of this Agreement.

6. Remuneration

During the continuance of the Appointment the Company shall pay to the Executive a salary of the rate of £80,000 per annum (or such other rates as may be agreed in writing between the parties hereto from time to time on review which shall occur not later than June 30th in each year) such salary to accrue from day to day and to be payable by equal instalments in arrears by the last day of every month. Any fees due to the Executive as a director of any company or companies, if relevant, which is or are

within the Group will be paid to the Company and the Executive shall have no rights thereto.

7. Travelling Expenses; Motor Car; Pensions; Insurance

(a) In addition to his remuneration hereunder the Executive shall be reimbursed the amount of all travelling, hotel, entertainment and other expenses properly and reasonably incurred by him in the discharge of his duties hereunder PROVIDED THAT on request the Executive shall provide the Company with such vouchers or other evidence of actual payment of such expenses as the Company may reasonably require.

(b) The Company shall provide to the Executive a motor car in accordance with the Company’s car policy from time to time.

(c) The Company shall provide and the Executive shall contribute towards an executive pension plan during the continuance of the Appointment. Details of such plan may be obtained from the Company Secretary.

8. Holidays

The Executive shall be entitled to twenty-five working days holiday with pay in every year (exclusive of Bank and other Public Holidays) at such times as shall be convenient to the Company and such additional holidays as the Company shall approve. The holiday year runs from 1st April to 31st March. Any entitlement to holiday remaining at the end of any holiday year may not be carried forward to the next succeeding year other than exceptionally, with the prior agreement of the Company.

9. Termination of Appointment

(a) The Company without prejudice to any remedy which it may have against the Executive for the breach or non-performance of any of the provisions of this Agreement may by notice to the Executive forthwith determine this Agreement if the Executive shall:-

i) at any time become a patient within the meaning of the Mental Health Xxx 0000 for a period or periods aggregating at least 180 days in any period of 12 consecutive calendar months; or

ii) be guilty of any serious or persistent failure to discharge his duties hereunder or be guilty of any breach or non-observance of any of the provisions of this Agreement on his part or to be performed or observed; or

iii) be guilty of serious misconduct or any other conduct calculated or likely to affect prejudicially the interests of the Company or the Group; or

iv) commit any act of bankruptcy or shall take advantage of any statute for the time being in force offering relief for insolvent debtors

v) cease to be a director by virtue of any provision of the Companies Xxx 0000 or become prohibited by law from being a director; or

vi) resign his office by notice to the Company; or

vii) be convicted by any criminal offence save an offence under road traffic legislation for which he is not sentenced to any term of immediate or suspended imprisonment.

(b) THIS Agreement shall (unless otherwise agreed between the parties) automatically determine on the Executive’s sixty-fifth birthday.

(c) THE Company shall be entitled to terminate this Agreement by giving prior notice of not less than the Executive’s entitlement to statutory minimum notice plus a further week to the Executive at any time while he is prevented by illness or accident or other incapacity from performing his duties and has been so prevented for a period or periods aggregating 180 days in the preceding 12 calendar months.

(d) No notice under paragraph (a)(i) or sub-clause (c) of this Clause shall be given by the Company to the Executive after the expiration of three calendar months from the end of any such period or periods aggregating at least 180 days.

10. Non-Disclosure of Confidential Information

(1) The Executive shall not, either during the continuance of the Appointment (otherwise than in the proper performance of his duties hereunder) or thereafter, without the consent in writing of the Company being first obtained, divulge to any person, firm or company, (and shall during the continuance of the Appointment use his best endeavours to prevent the publication or disclosure of any inventions), information concerning the business, accounts of finances of the Company or any other company within the Group or any of the secrets, dealings, transactions or affairs of any such company which have or may come to his knowledge during the course of the Appointment or previously or otherwise. On the termination of the Appointment the Executive shall forthwith surrender to the Secretary of the Company all original and copy documents relating to any other matter aforesaid.

(2) The Executive shall maintain all necessary and proper security precautions when in the proper performance of his duties hereunder any tangible information is removed by him from the premises where such information is normally kept and shall not otherwise remove such tangible information.

11. Inventions

During the continuance of the Appointment:-

(a) If the Executive shall either solely or jointly with another invent, make or discover any invention, he shall forthwith communicate written particulars thereof to the Secretary of the Company.

(b) An Invention and all rights therein shall belong to the Executive if it is a patentable invention as defined by Section 1 of the Patents Xxx 0000 (“the Act”) and it belongs to the Executive by virtue of Section 39 (2) of the Act.

All other inventions and all rights therein shall belong to the Company. References in this Clause to inventions belonging to the Executive or to the Company shall be construed accordingly.

(c) The Executive shall not, without the prior consent in writing of the Company, divulge or communicate any invention to any third party nor use the same for his own personal benefit or otherwise save as provided for in paragraph (d) below.

(d) On receiving communication of any invention which belongs to the Executive the Company shall be entitled to negotiate with the Executive with a view to acquiring all or any rights, title and benefit in such invention. The executive shall not, without the consent in writing of the Company, disclose the same to any third party except to a Chartered Patent Agent for the purpose of seeking protection for such invention nor use the same for his own personal benefit or otherwise until the Company has, in writing, declined to negotiate or acquire the Invention or the expiry of six months from the date of communication, whichever is the sooner PROVIDED THAT if negotiations are entered into no disclosure of such Invention to any third party shall be made until the conclusion thereof except to the extent that such disclosures is authorised in writing by the Company.

(e) With regard to any Invention which belongs to the Company and / or any Invention which is acquired from the Executive by the Company, the Company shall have the right at any time to require the Executive at the Company’s expense to execute all such documents and do all such acts and things as may in the opinion of the Company be necessary or convenient.

i) to vest such Invention in the Company or its assigns;

ii) to enable any application or appeal in respect thereof to be made, prosecuted, amended or abandoned in any countries of the world in the Executive’s name or that of the Company or its assigns, or the Executive whether alone or jointly with the Company or some other person or body;

iii) to secure the grants of any Registrable Rights to the Company or its assigns;

iv) to assign to the Company, or as it shall direct, all the Executive’s rights of whatever nature (including without limitation his rights in any letters patent or registered design or copyright (or any application therefore) in or in respect of such Invention or the Executive’s rights, title and interest in any such rights belonging to him jointly with the Company or one other person or persons.

(f) THE Executive hereby irrevocably appoints the Company to be his attorney or agent in his name and on his behalf to execute sign and do all such instruments or things and generally to use his name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of this clause and with respect to any third party a certificate in writing signed by any Director of the Secretary of the Company that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case.

12. Non-Competition

In the event of the Appointment being determined in any manner whatsoever at any time later than six months after the commencement of this Agreement, the Executive (either personally or by his agent) shall not for a period of 12 months after such determination directly or indirectly be interested or concerned (whether as a shareholder, director, employee, sub-contractor, partner, consultant, proprietor, agent or otherwise) in any business, company of firm which shall be in competition with any business carried on at the date of such determination by the Company or any of its sudsidiaries at the date of such determination in the provision of services or making processing adapting for sale or selling of goods or materials of a kind and nature with which the Executive was concerned to a material extent and was directly responsible for managing during the period of 2 years prior to the termination of the Appointment PROVIDED ALWAYS that nothing herein contained shall prevent the Executive from being the holder or beneficial owner for the purpose of investment of any shares, debentures or other securities of any class in any company if such class of securities is quoted and dealt in on a Recognised Stock Market or in respect of which dealing takes place in the Unlisted Securities Market or the Third Market of the Stock Exchange of Great Britain and Ireland and the Executive (together with his spouse,

children, parents and parents’ issue) does not hold or own more than 5% of any single class of the securities of that company.

13. Non-Soliciting of Customers

In the event of the Appointment being determined in any way whatsoever the Executive shall not for a period of 12 months after such determination either personally or by his agent or by letters, circulars or advertisements and whether for himself or on behalf of any person, company or firm:

(a) canvass or solicit orders (for products of similar type to those being manufactured dealt in or for services similar to those being provided by the Company or by any of its Subsidiaries or Associated Companies at the time of such determination from any person, company or firm who is at the time of such determination or has been at any time within one year prior to such determination a customer of the Company or of any of its Subsidiaries of Associated Companies with which the Executive at any time within one year preceding the date of such determination was actively concerned; or

(b) induce any person employed by the Company or its Subsidiaries or Associated Companies in an executive or technical capacity at the date the Appointment is determined to leave such employment.

14. Location

(1) The regular place of work of the Executive shall be at 000 Xxxx Xxxx, Xxxxxx or such other place in the United Kingdom as the Company may from time to time reasonably determine. The Company shall give to the Executive eight weeks’ prior written notice of any relocation of the then regular place of work.

If, as a result of any such relocation, it is reasonably necessary for the Executive to move from his residence for the time being, the Company will reimburse the Executive for all reasonable moving expenses in the nature of:-

i) costs of transportation and storage of personal and household effects;

ii) solicitors’ costs of the purchase and sale;

iii) stamp duty on the purchase;

iv) surveyors’ fees on the purchased property;

v) an allowance towards other relocation expenses reasonably and necessarily incurred in an amount not exceeding £3,275.

15. Medical Examination

The Company shall at its own expense arrange for and the Executive shall undergo a medical examination before the Appointment commences and thereafter at intervals of not more than two years during the continuance of the Appointment.

16. Termination by Reconstruction or Amalgamation

If before the expiration of this Agreement the employment of the Executive hereunder shall be terminated by reason of the liquidation of the Company for the purposes of amalgamation or reconstruction or as part of any undertaking of the Company in which the Executive is employed not involving liquidation and the Executive shall be offered employment with the amalgamated or reconstructed company or transferee of the undertaking on terms generally not less favourable than the terms of this Agreement the Executive shall have no claim against the Company in respect of the termination of his employment by the Company.

17. Executive’s Obligations upon Termination of Employment

Upon the termination of his employment hereunder for whatever reason the Executive shall:-

(a) (if applicable) forthwith tender his resignation asDirector of the Company and of any Associated Company without compensation and should the Executive fail so to do the Company is irrevocably authorised to appoint some person in his name and on his behalf to sign any documents and do any things necessary or requisite to give effect thereto;

(b) deliver up to the Company all correspondence, drawings, documents and other papers and all other property belonging to the Company or its Associated Companies which may be in the Executive’s possession or under his control (including such as may have been made or prepared by or have come into the possession or under the control of the Executive and relating in any way to the business or affairs of the Company or its Associated Companies or of any supplier, agent, distributor or customer of the Company or its Associated Companies) and the Executive shall not without the written consent of the Board retain any copies thereof.

(c) if so requested send to the Secretary of the Company a signed statement confirming that he has compiled with sub-clause (b) hereof; and

(d) not at any time represent himself still to be connected with the Company or any Associated Company.

18. Statutory Requirements

The Appointment shall also be subject to the terms set out in the Schedule hereto which is added in connection with the Employment Protection (Consolidation) Xxx 0000.

19. Variation

(a) This Agreement supersedes all previous agreements and arrangements (if any) relating to the employment of the Executive by the Company (which shall be deemed to have been terminated by mutual consent).

(b) This Agreement shall not be capable of variation except by the prior written agreement of the parties hereto.

20. Notice

Any notice to be given hereunder shall be in writing. Any notice or other documents to be given hereunder shall either be delivered personally or sent by first class, recorded delivery post or full rate telegram or telex. The address for service on the Company shall be its

registered office for the time being and the address for service on the Executive shall be his last known place of residence. A notice shall be deemed to have been served as follows:-

(a) if personally delivered at the time of delivery;

(b) if posted, at the expiration of 48 hours after the envelope containing the same was delivered into the custody of the postal authorities;

In proving such service it shall be sufficient to prove that personal delivery was made, or that the envelope containing such notice was properly addressed and delivered into the custody of the postal authorities as a prepaid, first class, recorded delivery letter, or that the full rate telegram or telex was properly addressed and despatched as the case may be.

21. To the extent not inconsistent herewith the provisions of the Company’s Employment Information Handbook shall apply to the appointment of the Executive.

22. Proper Law

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

IN WITNESS whereof the Company has caused its Common Seal to be hereunto affixed and the Executive has hereunto set his hand and seal the day and year first before written.

THE SCHEDULE

In accordance with the Employment Protection (Consolidation) Xxx 0000 the following terms of the Executive’s appointment apply on the date of the Agreement as provided therein:-

(a) Remuneration - see Clause 6.

(b) Hours of Work - There are no fixed hours of work - see Clause 5.

(c) Holidays - The Executive is entitled to 25 working days holiday with pay - see Clause 8. The entitlement to holiday (and on termination of employment to holiday pay in lieu of holiday) accrues pro rata throughout each month of the holiday year from 1st April to 31st March.

(d) Sickness or Injury - The Executive is entitled to be paid during any period of absence from work due to sickness or injury, subject however to the provisions of Clause 9.

(e) Pension Arrangements - See Clause 7. No Contracting-Out Certificate pursuant to the provisions of the Social Security Pensions Act 1975 is in force in respect of the Executive’s employment hereunder.

(f) Notice - See Clauses 2 and 9.

(g) Job Title - See Clause 1.

(h) Grievance Procedure - if the Executive seeks to redress any grievance relating to his employment he should follow the procedure set out in the Company’s Employee Information Handbook.

(i) Disciplinary Procedure - The procedure contained in the Company’s Employee Information Handbook shall apply.

(j) Date of Commencement of Employment - The date on which employment began is DATE. No employment with a previous employer counts as part of the Executive’s period of employment with the Company.



THE COMMON SEAL OF	)
CELLTECH LIMITED was hereunder	)
affixed in the presence of:	)

DIRECTOR	)	/s/ [ILLEGIBLE]


SECRETARY	)	/s/ [ILLEGIBLE]

SIGNED SEALED and DELIVERED	)

by the said XXXXX X. XXXXX	)	/s/ Xxxxx Xxxxx

in the presence of:-	)	/s/ [ILLEGIBLE]

CELLTECH

Strictly Private and Confidential

Mr Xxxxx Xxxxx

Xxx Xxx Xxxxxxx

Xxxxxxx Xxxxxxx

Xx Xxxxx

Xxxxxxxxx

XX00 0XX

9 February 2004

Dear Xxxxx

Review of Terms and Conditions of Employment

As you are aware the Remuneration Committee has recently been reviewing the terms and conditions of employment of the Executive Committee. As a result of this review the Remuneration Committee has recommended and the Board has approved that certain amendments be proposed to your terms and conditions of employment. Attached to this letter is a schedule of the proposed additional terms and conditions of employment.

• A change of control clause, which provides that should you decide to terminate your employment at any time during a six month period following a change of control of the Company, you shall be entitled to receive a payment equal to your annual salary and bonus. (Your bonus being the average of your last three bonus awards).

• A payment in lieu of notice clause, which enables the Company to elect to pay you in lieu of your notice period. Should the Company exercise this right you would receive the value of your salary, benefits and bonus for the duration of your notice period.

• A discretionary bonus clause which reflects the Company’s current practice.

• An employee information clause to comply with the Data Protection Act 1998 which enables the Company to process your personal data in accordance with the provisions of the Act.

• An indemnity provision against legal liability.

Celltech Group plc 000 Xxxx Xxxx Xxxxxx Xxxxxxxxx XX0 0XX Xxxxxx Xxxxxxx

Tel: x00 (0)0000 000000 Fax: x00 (0)0000 000000 xxx.xxxxxxxxxxxxx.xxx

Registered Office as above. Registered in England No. 2159282

Once you have reviewed the schedule if you have any questions, please give me a call. If not and you are happy with the amendments, please signify your acceptance to these changes to your terms and conditions of your employment, by signing the enclosed copy of this letter and returning it to me at your earliest convenience.

Yours, sincerely


/s/ Xxxxx X Xxxxxxxx
Xxxxx X Xxxxxxxx
Group Human Resources Director

SCHEDULE TO LETTER DATED 9 FEBRUARY 2004 TO MR XXXXX XXXXX

Clauses 18-22 of your original service agreement dated llth May 1992 (“your service agreement”) are renumbered as Clauses 22-26. The following clauses, as numbered below, are incorporated into your service agreement:

• “Clause 9(e) The Company may at any time (whether or not any notice of termination has been given under clause 2 above) terminate the Appointment with immediate effect by giving notice in writing to the other party on terms that the Company shall pay to the Executive, in lieu of notice under clause 2 above, the salary, benefits and bonus (calculated as the average bonus awarded during the last three years before terminating this Agreement) in the amount and at the times it would have paid to the Executive if the Company had given notice to terminate the Appointment in accordance with clause 2 above or, if notice has previously been given under that clause, as if the Appointment terminated on the expiry of the remainder of the period of notice. If the Executive is paid in lieu of notice he will not be entitled to any additional payment in respect of holiday which he would otherwise have accrued during the notice period or the remainder of the notice period.”

• As previously agreed, clause 9(b) of your service agreement is amended to state:

“This Agreement shall (unless previously agreed between the parties) automatically determine in the Executive’s 60th birthday.”

• Clause 18. DISCRETIONARY BONUS SCHEME

(a) The Executive will be entitled to participate in the Company’s discretionary bonus scheme. The maximum bonus award which may be made with respect to the financial year of the Company currently ending 31st December, is set by the Board from time to time. The award of any bonus will be dependent on the satisfaction of performance targets which will be set and determined by the Board.

(b) Any such bonus which becomes payable will be paid to the Executive no later than 31 March of each year provided that on that date he is still in employment with the Company or any other company which is a Subsidiary as to 50% in cash and 50% in ordinary shares in the Company, such shares to be held in trust for the periods set out in the Rules of the Celltech Deferred Bonus Plan from time to time in force and subject to forfeiture if the Executive ceases employment before the end of the relevant periods with the Company or any other company which is a Subsidiary.

(c) The operation of the bonus scheme, participation under it in respect of any financial year of the Company, the maximum amount payable under it and how the bonus is paid is entirely at the discretion of the Remuneration Committee of the Board who may withdraw it at any time.

• Clause 19. CHANGE OF CONTROL

(1) For the purposes of this Clause 19:

“Annual Salary” means the annual salary (including employer pension contributions) payable to the Executive pursuant to his terms and conditions of employment, immediately before the Termination Date;

“Annual Bonus Payment” means the sum of annual discretionary bonuses (in cash and, if applicable through the Company’s deferred bonus plan or otherwise) paid to the Executive over the three years immediately prior to the Termination Date divided by 3;

“Termination Date” means the date on which the Executive’s employment under this Agreement terminates.

(2) If either:

(a) the Company comes under the control of any person or persons acting in concert (as those terms are defined for the time being in the City Code on Takeovers and Mergers) not having control of the Company at the date of this Agreement; or

(b) the person or persons having the right to control directly or indirectly, a majority of the votes which may ordinarily be cast at general meetings of the Company or the right to control the composition of the Board, cease to have those rights,

the Executive may, within six months after the events specified in paragraphs (a) or (b) above, by three months’ written notice to the Company terminate the Appointment but without prejudice to any other rights of the Company, or the Executive. Upon termination of the Appointment, the Executive shall be entitled to a payment equivalent to the sum of the Annual Salary and Annual Bonus Payment if this Agreement is terminated under this clause. Any payment made under this clause is in full and final settlement of all or any claims that the Executive has or may have against the Group arising out of the Appointment, his employment, termination of employment or otherwise.”

• Clause 20. EMPLOYEE INFORMATION

(a) The Company and/or any Group Company processes employee information for example, name, address, bank details which is held for the purposes of staff administration (the “Agreed Purposes”).

(b) Processing includes obtaining, holding, editing, destroying and disclosing employee information to any Group Company and/or any third parties (for example, insurers, pension scheme trustees, banks and other employers following a business transfer or merger) for the Agreed Purposes (“Processing” or “Process”).

(c) The Company may transfer employee information to any Group Company and/or any third parties (for example, insurers, pension scheme trustees, banks and other employers following a business transfer or merger) located in the United States or in any country in the European Economic Area (“EEA”) in order to Process employee information for the Agreed Purposes.

(d) The Executive agrees to provide his employee information to the Company and consents to the Processing of employee information (located in the United States or in any country in the EEA) for the Agreed Purposes.

(e) The Executive agrees that the Company and/or any Group Company may monitor and/or record the Executive’s use of office equipment, for example, e-mail, internet, telephones and mobile

telephones for the purposes of compliance with Company procedures and policies, maintenance, security and regulatory requirements or as permitted by law.

(f) If the Executive’s circumstances change at any time he should inform the Director of Human Resources as soon as possible in order to ensure that all employee information remains accurate.

• Clause 21. INDEMNITY AGAINST LEGAL LIABILITY

(1) The Company will indemnify the Executive out of the assets of the Company against any liability incurred by the Executive in respect of any negligence, default, breach of duty or breach of trust in relation to the Company provided that:

(a) in defending any proceedings (whether civil or criminal) judgment is given in the Executive’s favour or the Executive is acquitted; or

(b) the liability is in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) of the Companies Xxx 0000 in which relief is granted to the Executive by the court.

I, Xxxxx Xxxxx, accept the amendments to my terms and conditions of employment as set out in this schedule with immediate effect.

Signed.	/s/ Xxxxx X. Xxxxx

Dated..	9 Feb 2004

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DATED 11TH MAY 1992 MR. PETER V. ALLEN - and - CELLTECH LIMITED TERMS AND CONDITIONS OF EMPLOYMENT

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