STATEMENT OF MAIN TERMS ANDCONDITIONS OF EMPLOYMENT

Exhibit 10.34

STATEMENT OF MAIN TERMS AND CONDITIONS OF EMPLOYMENT

This Agreement is made on the 1 July 2004.

Between:

It is agreed that the following is a statement of the main terms and conditions applying to your employment with CDT, including all particulars required to be given to you in writing under the Employment Rights Act 1996. This statement together with your offer letter, and the stipulated provisions of the relevant employment policies, constitutes your contract of employment

DATE OF COMMENCEMENT OF EMPLOYMENT

Your continuous employment with CDT dates from 1 September 1997.

Your employment with any previous employer does not count as part of your continuous period of employment.

MAIN PLACE OF WORK

Your main place of work will initially be the Cambridge Office. However, the CDT HQ will shortly be transferring to Cambourne. At this stage, we expect the transfer to occur on 16 August 2004. Unless notified otherwise, from this date, your new place of work will be Cambourne, or such other location within the United Kingdom as CDT reasonably requires.

You may on occasion be required to work at other locations in the United Kingdom, including, but not limited to, Cambridge, Cambourne and Godmanchester.

The nature of your appointment may require you to travel inside and outside the UK on company business, as required for the performance of your duties.

JOB TITLE

You are employed as a Chief Technical Officer.

Your job title is not regarded as exclusive or exhaustive. There will be other duties and requirements associated with your position that are within your capabilities and which you may be required to undertake.

Your annual salary is £126,788. Any changes to your annual salary will be notified to you in writing. You will be paid monthly in arrears on the 28^th day of each month by direct credit transfer to your UK bank account. Where the 28^th day falls on a weekend or a bank holiday, you will be paid on the preceding working day.

You will be provided with an itemised pay statement.

You will be eligible to participate in the CDT benefits program that will include:

Your normal starting time is 9.00 a.m. and your normal finishing time is 5.30 p.m. Monday to Friday with an unpaid lunch break of one hour each day. You are required to work at such other times as CDT may reasonably require and as may be necessary for the proper performance of your duties. As a salaried employee overtime is not payable.

Your annual paid holiday entitlement is 27 working days in any complete calendar year of employment, which accrues on a pro-rata basis for each completed month of employment. The holiday year at CDT runs from 1 January to 31 December.

Should you be absent for more than 4 weeks for any reasons, CDT reserves the right to suspend accrual of any holiday in excess of the minimum 4 weeks conferred by the Working Time Regulations (where applicable, this clause will not apply to the Ordinary Maternity Leave period.)

Further details of the holiday policy can be obtained from the HR Department.

Bank and Public Holidays

In addition to annual holidays, you are entitled to paid holiday on all English statutory public holidays and any additional holidays as awarded by CDT.

CDT provides access to a Group Stakeholder Pension Plan for all employees. CDT will contribute 5% of your pensionable salary to this plan provided that you also contribute a minimum of 5% of your pensionable salary. You can choose to pay less than 5% of your pensionable salary into the plan if you wish, however you will not then receive a contribution from CDT.

You can also elect to contribute more than 5% of your salary to this plan (subject to legislative maximums) however CDT will not match any payments above 5%.

Details of this scheme will be provided to you when you join.

CDT’s Maternity or Paternity policy and procedure can be obtained from the HR Department, where applicable.

CDT’s Parental Leave policy and procedure can be obtained from the HR Department.

CDT’s Emergency Domestic Leave policy can be obtained from the HR Department.

CDT’s Grievance procedure can be obtained from the HR Department.

The Disciplinary procedures of CDT can be obtained from the HR Department. The disciplinary procedure does not apply to employees with less than 12 months’ service.

The length of notice you are required to give and entitled to receive to terminate your employment shall be 12 months’. Notice given by either party shall not be effective until given in writing. CDT may at its option pay you a lump sum in lieu of your notice period.

CDT has the right to dismiss you without notice or pay in lieu of notice in the case of gross misconduct.

CDT shall have the right during the period of notice or any part thereof, to place you on leave, paying you during this period your normal salary and benefits.

Your employment with CDT will automatically terminate when you reach the normal retirement age for CDT’s employees, which is currently 60 years of age. You will be notified of any change in CDT’s retirement age.

CDT reserves the right to require you to remain at home on garden leave during any notice period and remain available to attend the workplace if required. During any notice you may not be engaged in any capacity with another company without written permission.

PROVIDED THAT you may be interested in any such business, for investment purposes only, as the holder (directly or through nominees) of any units of any authorised unit trust and/or up to 5% of the issued shares, debentures or other securities of any class of any company which is listed on a Recognised Investment Exchange as defined in Section 207 Financial Service Act.

You will in the course of your employment learn trade secrets and confidential or commercially sensitive information (including but not limited to methods, processes, device structures, techniques, shop practices, equipment, research data, opportunities for business marketing and sales information, strategies and pricing, personnel data, customer lists, potential customers, financial data, plans and all other know-how and trade secrets) which is in our possession or that of any Group Company or in respect of which CDT owes a duty of confidentiality to a third party, and which has not been published or disclosed to the general public (“Confidential Information”). You will also deal with our customers, corporate and academic collaborators and those of any Group Company and you agree that you will not: -

firm, company or other body, solicit or entice away or seek to entice away any person who is or was at the date of termination of your employment or during the period of six months preceding the date of termination, employed or engaged by our business or any Group Company in a managerial, research and development, or sales and marketing post and was a person with whom you have dealt during the course of your employment or who by reason of their employment or engagement is likely to have knowledge of any trade secrets or Confidential Information;

You understand and agree that CDT is permitted to hold personal information about you as part of its personnel and other business records and may use such information in the course of CDT’s business. You agree that CDT may disclose such information to third parties, in the event that such disclosure is, in CDT’s view, required for the proper conduct of CDT’s business. This clause applies to information held, used or disclosed in any medium.

You agree that you will not either during your employment or at any time after termination of your employment make any statement or give any interview to the news media or submit a letter, learned paper or article for publication about your work for us, about us or about any Group Company or any third party involved with our business, or otherwise without the prior written approval of the Chief Executive or in his absence his deputy. You must promptly inform a director of any requests for statements, interviews, learned papers or articles you receive.

You agree that after the termination of your employment you will not be held out or represented by you or any other person, firm, company or other body, as being in any way connected with or interested in our business or that of any Group Company.

You have a duty to take care for your own health and safety and that of other members of staff. You agree to observe our Safety Rules for the time being and to comply with our Health & Safety policies for the time being including those concerning eating, drinking, applying cosmetics and smoking cigarettes or tobacco on our premises.

All books, documents, lists, files, data, accounts and records whether or not made by you and whether stored in human readable or machine readable form which may come into your possession during your employment respecting our business or affairs or those of any Group Company or any third party involved with our business (including notes, minutes, memoranda, correspondence and copies of documents made by you in the course of your employment) will belong to us and these and all our other property and documents in your possession, custody, power or control must be returned to us immediately on the termination of your employment.

On the termination of your employment hereunder you will:

There are no collective agreements, which affect the terms and conditions of your employment.

This Agreement has been executed as a deed on the date of signing as indicated below.