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Exhibit 10.06
 
 
THIS NOVATION AGREEMENT is made the 11th day of April, 2008
 
BETWEEN:
 
1.
SHIRE PLC of Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP (registered in England No. 5492592) (“ Old Shire ”)
   
2.
SHIRE LIMITED of 22 Grenville Street, St. Helier, Jersey, JE4 8PX (registered in Jersey No. 99854) (“ New Shire ”)
   
AND
   
3.
ANGUS RUSSELL of Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8EP (the “ Director ”)
 
WHEREAS:
 
 
(A)
Old Shire is proposing to enter into the Scheme of Arrangement (as defined below); and
     
 
(B)
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.
 
NOW IT IS AGREED as follows:-
   
1.
INTERPRETATION
   
1.1
In this agreement (including in its recitals):
 
 
Contract
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;
     
 
Effective Date
means the date upon which the Scheme of Arrangement becomes effective in accordance with its terms;
     
 
“Scheme of Arrangement”
means the Scheme as defined in a circular to Old Shire shareholders dated on or about 16 th Apr

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