OPTION AGREEMENT OPTION AGREEMENT (this "Agreement"), dated as of July 26, 1999 by and between Roberts Pharmaceutical Corporation, a New Jersey corporation ("Roberts"), and Shire Pharmaceuticals Group plc, a public limited company organized under the...Option Agreement • August 4th, 1999 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
Guaranteed byRegistration Rights Agreement • November 6th, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
ISSUERIndenture • November 6th, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
Guaranteed byPurchase Agreement • November 6th, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
EXECUTION COPY AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR CHIEF EXECUTIVE THIS AGREEMENT is dated as of March 12, 2004 and amends and restates the employment agreement dated as of June 12, 2003 between Shire Executive Services Inc., a Delaware...Employment Agreement • March 12th, 2004 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Delaware
WITNESSETH:Stock Option Agreement • December 11th, 2000 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Quebec
AMONGMerger Agreement • August 4th, 1999 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
Exhibit 10.12 THIS AGREEMENT is made the 10th day of March 2004 B E T W E E N: (1) SHIRE PHARMACEUTICALS GROUP PLC (registered number 2883758) a company incorporated in and under the laws of England and Wales and having its registered office at...Employment Agreement • March 12th, 2004 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • England
OFAsset Purchase Agreement • August 6th, 2004 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations
AND MORGAN GUARANTY TRUST COMPANY OF NEW YORK, As Depositary ANDDeposit Agreement • November 6th, 2003 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
GUARANTEEGuarantee • November 6th, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations
For value received, SHIRE PHARMACEUTICALS GROUP PLC, a public limited company organized and existing under the laws of England and Wales (herein called the "Guarantor", which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of said Security and of the Indenture. In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctuall
EXHIBIT 10.11 THIS AGREEMENT is made the day of November 2002 B E T W E E N: (1) SHIRE PHARMACEUTICALS GROUP PLC (registered number 2883758) a company incorporated in and under the laws of England and Wales and having its registered office at...Employment Agreement • September 5th, 2003 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • England
AMONGMerger Agreement • December 11th, 2000 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Quebec
AMONGMerger Agreement • November 15th, 1999 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER dated as of November 11, 2013, among SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED, VENUS NEWCO, INC., VIROPHARMA INCORPORATED and SHIRE PLC (solely for the purposes set forth in Section 10.16)Merger Agreement • November 12th, 2013 • Shire PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2013 (this “Agreement”), is by and among SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED, a company incorporated in Ireland (“Parent”), VENUS NEWCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and VIROPHARMA INCORPORATED, a Delaware corporation (the “Company”), and, solely for the purposes set forth in Section 10.16, SHIRE PLC, a company incorporated in Jersey (“Parent Holdco”).
September 25, 2000 BEAR, STEARNS & CO. INC. 245 Park Avenue New York, NY 10167 Ladies and Gentlemen: The shareholder named in Schedule I hereto (the "Selling Shareholder") proposes, subject to the terms and conditions stated herein, to sell to Bear,...Underwriting Agreement • September 26th, 2000 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
EXHIBIT 4.6 FORM OF EXCHANGEABLE SHARE SUPPORT AGREEMENT MEMORANDUM OF AGREEMENT MADE AS OF THE - TH DAY OF - , 2001. AMONG: SHIRE PHARMACEUTICALS GROUP PLC, a company registered in England under registry number 2883758 (hereinafter referred to as...Exchangeable Share Support Agreement • March 1st, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Quebec
IF THIS NOTE IS TO BE A GLOBAL SECURITY, INSERT:]Note Agreement • September 21st, 2016 • Shire PLC • Pharmaceutical preparations
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), OR A NOMINEE OF DTC. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC.
EXHIBIT 4.5 FORM OF VOTING AND EXCHANGE TRUST AGREEMENT MEMORANDUM OF AGREEMENT MADE AS OF THE - DAY OF - , 2001. AMONG: SHIRE ACQUISITION INC., a corporation existing under the laws of Canada (hereinafter referred to as "EXCHANGECO");Voting and Exchange Trust Agreement • March 1st, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Quebec
Deposit Agreement Dated as of November 21, 2005Deposit Agreement • May 23rd, 2008 • Shire Ltd. • Pharmaceutical preparations
DEPOSIT AGREEMENT dated as of November 21, 2005 (the "Deposit Agreement") among SHIRE plc and its successors (the "Company"), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the "Depositary"), and all holders from time to time of American Depositary Receipts issued hereunder ("ADRs") evidencing American Depositary Shares ("ADSs") representing deposited Shares (defined below).
EXECUTION COPYTermination Agreement • October 22nd, 2014 • Shire PLC • Pharmaceutical preparations
Clause Headings Page 1. MUTUAL OBLIGATIONS 1 2. ABBVIE OBLIGATIONS 2 3. SHIRE OBLIGATIONS 4 4. SATISFACTION OF CONDITIONS 4 5. NO SHIRE ADVERSE RECOMMENDATION CHANGE 5 6. CONFIDENTIALITY 5 7. WARRANTIES 5 8. MISCELLANEOUS PROVISIONS 6 9. GOVERNING LAW AND JURISDICTION 8 10. AGENT FOR SERVICE OF PROCESS 8 11. EXECUTION AS A DEED 8 SCHEDULE 1 9 SCHEDULE 2 12 SCHEDULE 3 13
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 23rd, 2007 • Shire PLC • Pharmaceutical preparations • New York
This Tender and Support Agreement dated as of February 20, 2007 (this “Agreement”) is among each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”) and Shire plc, a public limited company incorporated under the laws of England and Wales (“Parent”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement of Merger dated as of the date of this Agreement (including the related Plan of Merger, together with any amendments or supplements thereto, the “Merger Agreement”) among Parent, Shuttle Corporation, a Virginia corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and New River Pharmaceuticals Inc., a Virginia corporation (the “Company”).
SHIRE plc AND JPMORGAN CHASE BANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of November , 2005Deposit Agreement • November 21st, 2005 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER dated as of March 14, 2012 by and among SHIRE PHARMACEUTICALS LLC, PELEGRINA CORPORATION, FERROKIN BIOSCIENCES, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Equityholders’ RepresentativeMerger Agreement • May 23rd, 2012 • Shire PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 14, 2012 by and among SHIRE PHARMACEUTICALS LLC, a Delaware limited liability company (“Parent”), PELEGRINA CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), FERROKIN BIOSCIENCES, INC., a Delaware corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Equityholders’ Representative (the “Equityholders’ Representative”).
SETTLEMENT AGREEMENT Dated as of August 14, 2006 SHIRE LABORATORIES INC. and BARR LABORATORIES, INC.Settlement Agreement • November 7th, 2006 • Shire PLC • Pharmaceutical preparations • New York
THIS SETTLEMENT AGREEMENT, (this “Settlement Agreement”) dated as of this 14th day of August, 2006, is hereby entered into by and between Shire Laboratories Inc., a Delaware corporation with offices located at 725 Chesterbrook Boulevard, Wayne, PA 19087 ("Shire"), and Barr Laboratories, Inc., a Delaware corporation with offices located at 400 Chestnut Ridge Road, Woodcliff Lake, NJ 07677 ("Barr"). Each of Shire and Barr is sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
AGREEMENT AND PLAN OF MERGER dated as of April 21, 2005 among TRANSKARYOTIC THERAPIES, INC., SHIRE PHARMACEUTICALS GROUP PLC and SPARTA ACQUISITION CORPORATIONMerger Agreement • April 25th, 2005 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of April 21, 2005, among Transkaryotic Therapies, Inc., a Delaware corporation (the “Company”), Shire Pharmaceuticals Group plc, a public limited company incorporated under the laws of England and Wales (“Parent”), and Sparta Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
AGREEMENT AND PLAN OF MERGER AMONG SHIRE PLC BEARTRACKS, INC. AND BAXALTA INCORPORATEDMerger Agreement • January 11th, 2016 • Shire PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of January 11, 2016, is among Shire plc ("Parent"), a company incorporated in Jersey, BearTracks, Inc. ("Sub"), a Delaware corporation and a wholly-owned subsidiary of Parent, and Baxalta Incorporated (the "Company"), a Delaware corporation.
BAXALTA INCORPORATED, as Issuer, SHIRE PLC, as Guarantor, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee SECOND SUPPLEMENTAL INDENTURE DATED as of June 3, 2016 TO THE INDENTURE DATED as of June 23, 2015 FLOATING RATE SENIOR NOTES DUE...Second Supplemental Indenture • June 3rd, 2016 • Shire PLC • Pharmaceutical preparations • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 3, 2016, among Shire plc, a Jersey public company (the “Shire Parent Guarantor”), Baxalta Incorporated, a Delaware corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).
CONTINGENT VALUE RIGHTS AGREEMENT By and between SHIRE PLC and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of January 22, 2015Contingent Value Rights Agreement • January 22nd, 2016 • Shire PLC • Pharmaceutical preparations • Delaware
CONTINGENT VALUE RIGHTS AGREEMENT, dated as of January 22, 2015 (this “Agreement”), by and between Shire plc, a company incorporated in Jersey (“Parent Holdco”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”), in favor of each person who from time to time holds one or more contingent value rights (the “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
AGREEMENT AND PLAN OF MERGER Among DYAX CORP., SHIRE PHARMACEUTICALS INTERNATIONAL, PARQUET COURTS, INC. and SHIRE PLC Dated as of November 2, 2015Merger Agreement • November 2nd, 2015 • Shire PLC • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 2, 2015, by and among Dyax Corp., a Delaware corporation (the “Company”), Shire Pharmaceuticals International, a company incorporated in Ireland (“Parent”), Parquet Courts, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”) and Shire plc, a company incorporated in Jersey (“Parent Holdco”).
GUARANTORPreference Shares Guarantee Agreement • November 6th, 2001 • Shire Pharmaceuticals Group PLC • Pharmaceutical preparations • New York
ASSIGNMENT AND NOVATION AGREEMENTAssignment and Novation Agreement • May 15th, 2008 • Shire PLC • Pharmaceutical preparations • New York
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").
US$2,100,000,000 Revolving Credit Facilities Agreement dated 12 December 2014Revolving Credit Facilities Agreement • December 2nd, 2016 • Shire PLC • Pharmaceutical preparations
GUARANTEEGuarantee • November 25th, 2005 • Shire PLC • Pharmaceutical preparations
For value received, SHIRE PLC, a public limited company organized and existing under the laws of England and Wales (herein called the “Guarantor”, which term includes any successor Person under the Indenture referred to in the Security upon which this Guarantee is endorsed), hereby irrevocably and unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed, and to the Trustee on behalf of each such Holder, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on such Security when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, in accordance with the terms of said Security and of the Indenture. In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest, if any, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same
SHIRE PLC as the Company MORGAN STANLEY BANK INTERNATIONAL LIMITED as mandated lead arranger and bookrunner with MORGAN STANLEY BANK INTERNATIONAL LIMITED as AgentTerm Facilities Agreement • November 12th, 2013 • Shire PLC • Pharmaceutical preparations
