Annex 4
British Biotech
Dr Peter Lewis
Iffley Road
Oxford
OX4 1SE
Dear Peter
I am writing to set out the conditions on which
the Remuneration Committee would be prepared to give consent to
you to exercise those share options that you have in British Biotech
plc (the "Company") and which are currently exercisable
(subject to the normal restrictions on dealingyou are not
able to deal in the period up to 9 July for reasons of which you
are aware). The conditions are
(i) you observe your obligations in accordance
with your employment agreement with the Company as varied (including
any specific duties assigned to you with regard to effecting a
smooth hand-over of duties and dealing with outside parties);
(ii) you do not act or do anything knowingly
to the detriment of the Company, its subsidiaries or shareholders
or employees.
A decision as to whether these conditions have
been complied with shall be made by the Remuneration Committee
in its absolute discretion, and any consent notified to you between
1 and 9 July 1997.
The relevant options are listed on the attached
schedule.
Yours sincerely,
Marius Gray, Chairman
of the Remuneration Committee
27 May 1997
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