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Exhibit 4.01
 
ASSIGNMENT AND NOVATION AGREEMENT

         THIS ASSIGNMENT AND NOVATION AGREEMENT (this "Agreement") is made as of April 16, 2008 by and among Shire Limited (“NewShire”),   a public company limited by shares incorporated under the laws of Jersey, Shire plc  ("OldShire"),   a public limited company incorporated under the laws of England and Wales, and JPMorgan Chase Bank, N.A., (the "Depositary").

WHEREAS, OldShire has entered into a Deposit Agreement dated as of November 21, 2005 (the "Deposit Agreement") with the Depositary and all holders from time to time of American Depositary Receipts issued thereunder;

WHEREAS, OldShire will undergo a scheme of arrangement (the "Scheme of Arrangement") pursuant to which a new listed holding company of OldShire, NewShire, will be put in place through a court approved scheme of arrangement under sections 895 to 899 of the Companies Act 2006;

WHEREAS, in connection with the Scheme of Arrangement, American Depositary Shares (“ADSs”) of OldShire issued under the Deposit Agreement will become ADSs of  NewShire without any action required on the part of the holders thereof;

WHEREAS, in connection with the Scheme of Arrangement, OldShire desires to transfer and assign to NewShire its rights, duties and obligations under the Deposit Agreement and to cause the Deposit Agreement to be novated in favor of NewShire;

WHEREAS, NewShire agrees that the Deposit Agreement shall be novated in its favor and is willing to acquire the rights and assume the duties and obligations of OldShire under the Deposit Agreement on the terms and conditions set forth herein; and

WHEREAS, the Depositary agrees to the novation of the Deposit Agreement in favor of NewShire on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as f

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