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