ACAMBIS PLC LETTERHEAD]

1

Term of Appointment

1.2.1

the Termination Date; and

1.2.2

your ceasing to be a Director for any reason under the Articles of Association of the Company (the Articles).

2

Governing provisions

3

Powers and Duties

3.1

You shall comply with all reasonable directions from, and all regulations of, the Company including, but not limited to, without prejudice to the generality of the foregoing, all regulations from time to time in force with respect to confidentiality, dealings in shares and notifications required to be made by a Director to the Company or any other regulatory body under the Companies Acts 1985 and 1989, the provisions of the Financial Services and Markets Act 2000 (and any subsequent amendment thereof), the Articles or any other regulations of the Company.

3.2

In addition, you will observe the terms and conditions of The City Code on Takeovers and Mergers, the United Kingdom Listing Authority Listing Rules (the Rules) and the continuing obligations under the Combined Code (as annexed to the Rules) as the same are applicable to the Company and its Directors from time to time.

3.3

Your duties as a Non-Executive Director will normally require attendance at all Board Meetings, either in person or, if required by the Board, by conference telephone or similar communication equipment and General Meetings of the Company. The role also requires making such time available as is necessary to prepare for those meetings and dealing with such matters as might normally be expected of a Non-Executive Director.

3.4

You will not be asked to serve as a member of committees of the Board, for example the Audit Committee, the Remuneration Committee and the Nominations Committee.

3.5

Board Meetings are currently held at least six times per annum on dates that will be advised well in advance. You will be required to attend Board Meetings and such other Meetings as you and the Company shall agree from time to time. Further you may be required, as appropriate, to attend meetings of the Audit the Remuneration and Nominations Committees. Such meetings will be held, whenever possible, on the same date as the Board Meetings.

3.5

You will be provided with reports on at least a bi-monthly basis outlining the current performance of the Company and you will be welcome to see further information on the Company at any time. You will also be most welcome to visit any of the Company’s operations as and when time permits.

4

Role

4.1

provides entrepreneurial leadership of the Company within a framework of prudent and effective controls which enable risk to be assessed and managed; and

4.2

sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place for the Company to meet its objectives, reviews management performance; and sets the Company’s values and standards and ensures that its obligations to its shareholders and others are understood and met.

5

Expenses

5.1

You will be reimbursed by the Company in respect of all reasonable travelling, hotel and incidental or other out of pocket expenses which are reasonably and properly incurred in attending and returning from Meetings of the Board or Committees of the Board or general meetings of the Company or any other meetings which as a Director you are entitled or invited to attend in the course of your duties under this Agreement provided that on request you shall provide such vouchers or other evidence of actual payment of such expenses that may reasonably be required.

5.2

The Company shall reimburse you for any fees or expenses you incur in taking advice from the Company’s financial and legal advisers or other independent financial and legal advisers in relation to the performance of your duties. This does not apply to advice on your personal position. Before seeking such advice you should first consult either the Chairman of the Board or another Non-Executive Director of the Company. If you take such advice you should again consult the Chairman or another Non-Executive Director once the fees and expenses you have incurred exceed £5,000.

6

Conflicts of Interest

6.1

As this appointment follows your role as Chief Scientific Officer of the Company, the Board does not consider you to be independent under the terms of the Combined Code.

6.2

It is accepted and acknowledged that you may develop business interests other than those of the Company. In the event that you become aware of any potential conflicts of interest, these should be disclosed to the Chairman and Company Secretary as soon as apparent. However whilst you are a Director of the Company you must not put yourself in a position where your duties to any other person, firm or company conflict with your duties to the Company or any of its subsidiaries. In particular, you will not, without the Board’s consent, be directly or indirectly interested including as director, employee, consultant or in any other capacity, in a business directly competitive with any material part of the business of the Company and its subsidiaries. Given your role at your new employer ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, this will include but is not limited to work in the areas of influenza and biodefence.

7

Confidentiality

7.1

You shall not, either during the term of your appointment or thereafter:

7.1.1

use to the detriment or prejudice of the Company and its subsidiary undertakings (the “Group” and “Group Company” shall be construed accordingly as any of such companies) or divulge or communicate to any person any trade secret or any other confidential information concerning the business or affairs of the Company or the Group (except to employees or directors of any Group Company whose province it is to know the same) which may have come to your knowledge during the term of your appointment under this Agreement; or

7.1.2

use for your own purpose or for any purpose other than those of the Group any information or knowledge of a confidential nature which you may from time to time acquire in relation to any member of the Group but so that this restriction shall cease to apply to any information or knowledge which may come into the public domain (otherwise than through your own default). You shall not, during the term of your directorship nor for a period of six months after the termination thereof be or become a director or employee or agent of any company, business or enterprise or have or acquire any material financial interest in any enterprise which at the time when you accept such directorship, employment or agency, or acquire such interest, competes or is likely to compete or have a significant business relationship with any member of the Group without the prior consent of the Board in writing (such consent not to be unreasonably withheld or delayed).

7.2

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

7.3

You must comply with the UK Listing Authority’s Model Code for securities transactions by directors of listed companies and with any code of conduct relating to securities transactions by directors and specified employees issued by the Company from time to time.

8

Fringe benefits

9

Termination

9.1

Without prejudice to the generality of the foregoing the Company may by notice in writing immediately terminate the arrangements set out herein if you shall:-

9.1.1

be in breach of any terms set out in this Agreement which in the case of a breach capable of remedy is not remedied by you within 21 days of receipt by you of a notice from the Company specifying the breach and requiring it to be remedied;

9.1.2

be incompetent, guilty of gross misconduct and/or any serious or persistent negligence or misconduct in respect of your obligations under this Agreement; and

9.1.3

fail or refuse after a written warning to carry out the duties reasonably and properly required of you under this Agreement.

9.2

Upon the termination of these arrangements for whatever reason you shall at the request of the Board and without claim for compensation immediately resign from office as a Director of the Company and from all other offices held by you in any Group Company (if any) and the Company is irrevocably authorised to appoint a nominee to act on your behalf to execute all documents and to do all things necessary to give effect to this provision.

9.3

You shall promptly whenever requested by the Company and in any event upon your ceasing to be a Director of the Company deliver up to the Company all lists of clients or customers, all information or other property belonging to the Company, and all other documents, papers and records which may have been prepared by you or have come into your possession as a Director of the Company. You shall not be entitled to and shall not retain any copies thereof. Title and copyright therein shall vest in the Company.

10

Induction

11

Notices

12

Governing Law

13

Miscellaneous