0001144204-08-028884 Sample Contracts

ASSIGNMENT AND NOVATION AGREEMENT
Assignment 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").

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SHIRE plc AND JPMORGAN CHASE BANK, N.A. As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS
Deposit Agreement • May 15th, 2008 • Shire PLC • Pharmaceutical preparations • New York

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).

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