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Exhibit 10.06
THIS
NOVATION AGREEMENT is made the 11th day of April,
2008
BETWEEN:
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1.
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SHIRE PLC of
Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP (registered in England No. 5492592)
(“ Old Shire
”)
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2.
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SHIRE LIMITED of
22 Grenville Street, St. Helier, Jersey, JE4 8PX (registered
in Jersey No. 99854) (“ New Shire
”)
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AND
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3.
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ANGUS RUSSELL of
Hampshire International Business Park, Chineham, Basingstoke,
Hampshire RG24 8EP (the “ Director
”)
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WHEREAS:
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(A)
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Old
Shire is proposing to enter into the Scheme of Arrangement (as
defined below); and
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(B)
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Upon the
Scheme of Arrangement becoming effective, Old Shire wishes to
be released and discharged from the Contract (as defined
below) and the Director has agreed to release and discharge
Old Shire from the Contract upon the terms of New
Shire’s undertaking to perform the Contract and be bound
by its terms in the place of Old Shire.
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NOW IT
IS AGREED as follows:-
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1.
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INTERPRETATION
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1.1
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In this
agreement (including in its recitals):
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“
Contract
”
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means
the contract relating to the employment of the Director as
Group Finance Director for the Old Shire group made between
SPG (1) and the Director (2) and dated 10 March 2004 (as
novated to Old Shire pursuant to a novation agreement dated 21
November 2005), a copy of which is scheduled
hereto;
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“
Effective
Date ”
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means
the date upon which the Scheme of Arrangement becomes
effective in accordance with its terms;
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“Scheme of Arrangement”
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means
the Scheme as defined in a circular to Old Shire shareholders
dated on or about 16 th
Apr
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