EXXHIBIT 10.12


THIS AGREEMENT is made the                         day of           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 Hampshire International Business Park, Chineham,
       Basingstoke, Hampshire, RG24 8EP (the "Company"); and

(2)    DR J W TOTTEN of Sycamore House, Tile Barn, Woolton Hill, Newbury, Berks
       RG20 9TF (the "Executive").

WHEREBY it is agreed that the Company shall employ the Executive and the
Executive shall serve the Company as Group Research and Development Director on
the following terms and subject to the following conditions.

1.     Commencement and Term

1.1    The Executive's continuous employment with the Company commenced on 19
       January 1998.

1.2    The employment of the Executive shall (subject to the provisions of
       Clause 14) be terminable by either the Company or the Executive giving to
       the other 12 (twelve) months' notice in writing commencing at any time.

1.3.1  The Company may at its absolute discretion elect at any time to terminate
       the employment of the Executive with immediate effect by paying to the
       Executive (less deductions as appropriate) salary in lieu of notice and a
       sum (which shall be calculated by multiplying the Relevant Amount by the
       number of months' notice which the Executive was entitled to receive at
       the date of such termination) in compensation for the immediate loss by
       the Executive of his other benefits hereunder.

1.3.2  In the event that the Company terminates the employment of the Executive
       pursuant to Clause 1.3.1 at any time, the Relevant Amount shall be the
       aggregate of:

       (a)    an amount equal to the maximum annual bonus to which, had he
              served his notice, the Executive would have been entitled pursuant
              to Clause 4 based on 100% achievement of group and personal
              objectives for the bonus year in which his employment terminates
              (based on the Executive's salary at the date on which his
              employment terminates), divided by 12 (twelve); and

       (b)    (i) 25% of the Executive's basic salary (taken at the date of
              termination of this Agreement) in lieu of Company contributions to
              the Executive's pension scheme pursuant to Clause 6 of this
              Agreement; and


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              (ii)   an amount equal to the actual cost to the Executive of
                     providing the benefits due for the period of notice to the
                     Executive pursuant to Clauses 7 and 8 of this Agreement,

              in each case divided by 12 (twelve).

2.     Obligations during Employment

2.1    The Executive shall during the continuance of his employment:

       (a)    serve the Company to the best of his ability in the capacity of
              Group Research and Development Director;

       (b)    faithfully and diligently perform such duties and exercise such
              powers consistent with them as the Board may from time to time
              properly assign to or confer upon him in such capacity or
              otherwise in connection with the business of the Company or any
              Associated Company;

       (c)    if and so long as the Board so directs perform and exercise the
              said duties and powers on behalf of any Associated Company and act
              as a director or other officer of any Associated Company;

       (d)    do all in his power to protect, promote, develop and extend the
              business interests and reputation of the Group;

       (e)    at all times and in all respects conform to and comply with the
              lawful and reasonable directions of the Board;

       (f)    promptly give to the Board (in writing if so requested) all such
              information explanations and assistance as it may require in
              connection with the business and affairs of the Company and any
              Associated Company for which he is required to perform duties;

       (g)    unless prevented by sickness, injury or other incapacity or as
              otherwise agreed by the Board devote the whole of his time,
              attention and abilities during his hours of work (which shall be
              normal business hours and such additional hours as may be
              necessary for the proper performance of his duties) to the
              business and affairs of the Company and any Associated Company for
              which he is required to perform duties;

       (h)    work at the principal place of business of the Company at
              Chineham, Basingstoke, Hampshire or such other place of business
              of the Company or any Associated Company within 20 miles of
              Chineham as the Company may reasonably require for the proper
              performance and exercise of his duties and powers and the
              Executive may be required to travel on the business of the Company
              and any Associated Company for which he is required to perform
              duties; and

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       (i)    comply with the Company's Code of Ethics Policy.

2.2    If the Company subsequently requires the Executive to work permanently at
       a place which is not within 20 miles of Chineham and which necessitates a
       move from his then address the Company will reimburse the Executive for
       all removal and associated expenses incurred as a result of the Company's
       requirement.

3.     Further Obligations of the Executive

3.1    During the continuance of his employment the Executive shall devote his
       whole time and attention to his duties under this Agreement and shall not
       directly or indirectly carry on or be engaged, concerned or interested in
       any other business, trade or occupation otherwise than as a holder
       directly or through nominees (including for the purposes hereof through
       any trust whether established by the Executive or otherwise and whether
       discretionary or otherwise of which the Executive is a beneficiary) of
       not more than 3% per cent in aggregate of any class of shares, debentures
       or other securities in issue from time to time of any company (or, if
       different, amounting to no more than 3% in terms of the economic value of
       all such shares and securities (whether by way of dividend or upon any
       return in capital) and/or voting or other rights attaching thereto in
       respect of any matters) which are for the time being quoted or dealt with
       on any recognised investment exchange (as defined by section 285(1)(a) of
       the Financial Services and Markets Act 2000) provided that nothing in
       this Clause 3.1 shall prevent the Executive from continuing to hold his
       current portfolio of investments in securities.

3.2    During the continuance of his employment the Executive shall in relation
       to any dealings in securities of overseas companies comply with all laws
       of any foreign state affecting dealings in the securities of such
       companies and all regulations of any relevant stock exchanges on which
       such dealings take place.

3.3    During the continuance of his employment the Executive:

       (a)    shall not directly or indirectly procure, accept or obtain for his
              own benefit (or for the benefit of any other person) any payment,
              rebate, discount, commission, vouchers, gift, entertainment or
              other benefit from any third party in respect of any business
              transacted or proposed to be transacted (excluding air miles or
              similar vouchers from other such schemes) (whether or not by him)
              by or on behalf of the Company or any Associated Company
              ("Gratuities");

       (b)    shall observe the terms of any policy issued by the Company in
              relation to Gratuities; and

       (c)    shall immediately disclose and account to the Company for any
              Gratuities received by him (or by any other person on his behalf
              or at his instruction).



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4.     Remuneration

4.1    The Company shall pay to the Executive during the continuance of his
       employment a basic salary (which shall accrue from day to day) at the
       rate of (pound)310,000 per year inclusive of any directors' fees payable
       to the Executive under the articles of association of the Company or any
       Associated Company (and any such fees as the Executive shall receive he
       shall pay to the Company). Basic salary with effect from 1 January 2003
       will be (pound)340,000. The salary shall be payable by equal monthly
       instalments in arrears on the last day of each calendar month and shall
       be subject to review by the Remuneration Committee not less than annually
       with effect from 1 January in each year.

4.2    Subject as stated below the Executive shall be entitled to receive a
       bonus in accordance with the rules and terms of the Company's bonus
       scheme in force from time to time. Such bonus, if any, shall be subject
       to a maximum on target bonus of fifty per cent (50%) of the Executive's
       basic annual salary from time to time paid under Clause 4.1 above. Any
       additional bonus payable on an annual basis or for such other period as
       may be deemed appropriate shall be determined by the Remuneration
       Committee at its sole discretion and subject to a maximum bonus of
       seventy-five per cent (75%) of the Executive's basic annual salary under
       Clause 4.1. Any bonus payment shall be subject to deductions as
       appropriate. The Company reserves the right to change any bonus terms
       from year to year.

4.3    In the event that the Executive's employment hereunder terminates during
       any bonus year he shall be entitled to receive a proportion of the bonus
       he would have received had his employment not been terminated and the
       Remuneration Committee shall use its best endeavours but at its sole
       discretion to determine the estimation of such bonus. Such proportion
       shall be calculated as the fraction derived from dividing the period
       during which the Executive was employed hereunder during the relevant
       bonus year by the period of the bonus year.

5.     Incentive Schemes

       If the Executive is at any time granted options pursuant to a share
       option scheme of the Company, those options shall be subject to the rules
       of that scheme as in force from time to time which rules shall not form
       part of the Executive's service agreement. In particular, if the
       Executive's employment should terminate for any reason (including as a
       result of a repudiatory breach of contract by the Company) he will not be
       entitled to any compensation for any loss of any right or benefit or
       prospective right or benefit under any such scheme which he may have
       enjoyed whether such compensation is claimed by way of damages for
       wrongful dismissal or other breach of contract or by way of compensation
       for loss of office or otherwise.

6.     Pension Scheme

6.1    The Company shall contribute an amount equal to 25% of the Executive's
       salary hereunder from time to time to such pension scheme as the
       Executive shall specify.

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       Such contributions shall be made monthly at the date when salary is paid
       hereunder. Such contributions shall be in addition to the Executive's
       basic salary.

6.2    No contracting-out certificate is in force in respect of the employment
       of the Executive.

7.     Insurances

       Subject to his complying with and satisfying any applicable requirements
       of the relevant insurers the Company shall during the continuance of his
       employment:

       (a)    provide for the Executive and his spouse and children under the
              age of 18 years membership of an appropriate private patient
              medical plan (to include cover for dental treatment) with such
              reputable medical expenses insurance scheme as the Company shall
              decide from time to time. The Executive shall be entitled to
              remain a member of such plan in accordance with and subject to its
              rules from time to time;

       (b)    provide the Executive with life assurance cover which in the event
              of his death during the continuance of his employment may pay to
              his chosen dependants (subject only to the discretion of the
              trustees of the appropriate scheme) a lump sum equal to a minimum
              of 4 (four) times his then annual rate of salary. If such lump sum
              is more than the permitted maximum, such surplus to be made
              available (subject to the discretion of the trustees aforesaid)
              for the purchase of an annuity for the Executive's dependants
              subject as necessary to a medical examination. The Executive will
              co-operate with the Company in any way reasonably necessary in
              order for the Company to comply with its obligations thereunder
              including, without prejudice to the generality hereof, by
              submitting himself for such medical examination as may be required
              of him in connection therewith from time to time;

       (c)    provide for the Executive membership at the cost of the Company of
              any permanent health care scheme and prolonged disability scheme
              operated by the Group for the benefit of executives. The Executive
              shall be entitled to remain a member of such scheme in accordance
              with and subject to its rules from time to time; and

       (d)    provide Directors' and Officers' insurance cover for the benefit
              of the Executive under the same policy as will be provided for the
              other directors such cover to continue to cover the Executive in
              respect of acts or omissions committed during his employment
              hereunder whether claims are made during or within the period of 7
              (seven) years after the termination of the employment hereunder.

8.     Other Benefits

8.1    Subject to clause 8.2 below the Company shall at the Executive's option
       provide the Executive with either:

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8.1.1  a car of such make and model as the Remuneration Committee shall decide
       is suitable for him/compatible with his status in the Company (provided
       always that the leasing costs for such car shall not be more than
       (pound)800 per month (which shall increase in line with the retail price
       index during the Executive's employment hereunder) for his use and that
       of his spouse (if any) during the continuance of his employment in
       respect of which the Company shall pay or reimburse the Executive all
       business and reasonable private petrol and the standing and running costs
       together with all insurance and maintenance costs; or

8.1.2  the sum of(pound)10,560 per annum (payable in 12 (twelve) monthly
       instalments on the date the Executive's salary is paid less any
       deductions the Company is required to make by law) (which shall increase
       in line with the retail price index) to enable the Executive to purchase,
       maintain, comprehensively insure and tax a car for his use during the
       continuance of his employment, together with reimbursement of all
       business and reasonable private petrol and the standing and running costs
       together with all insurance and maintenance costs. No election may be
       made under this Clause 8.1.2 where a car has been provided under Clause
       8.1.1 until the expiration of the lease term of the car in question.

8.2    The Executive shall at all times and in all respects conform to and
       comply with any policy which may from time to time be made by the Company
       and notified in writing to the Executive in relation to cars provided by
       it for the use of its employees and in particular the Executive:

       (a)    shall ensure that at all times when the car is driven on a public
              highway it is in the state and condition required by law and that
              a current MOT test certificate is in force in respect of it (if
              appropriate); and

       (b)    shall at all times be the holder of a current driving licence
              entitling him to drive motor cars in the United Kingdom and shall
              produce it to the Company upon request.

8.3    Where Clause 8.1.1 applies the Company shall replace the car with another
       of similar make and model at such intervals as the Remuneration Committee
       may in its discretion decide.

8.4    For the avoidance of doubt the Company shall be entitled at its absolute
       discretion to withdraw the use of the car provided pursuant to this
       Clause in circumstances reasonably provided for in the Company's car
       policy in force from time to time.

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8.5    For all purposes connected with or relating to the employment of the
       Executive the benefit of the private use of the car(s) provided pursuant
       to this Agreement shall be calculated in accordance with the Inland
       Revenue rules in force from time to time.

8.6    The Executive shall take good care of the car and ensure that the
       provisions and conditions of any insurance policy relating to it are
       observed and shall return the car and its keys to the Company at its
       registered office (or any other place the Company may reasonably
       nominate) immediately upon the termination of his employment hereunder.

9.     Expenses

       The Company shall during the continuance of his employment reimburse the
       Executive in respect of all reasonable travelling, accommodation and
       other similar out-of-pocket expenses properly incurred by him in or about
       the performance of his duties under this Agreement as approved by the
       Board provided that the Executive if so required by the Company provides
       reasonable evidence of any expenditure in respect of which reimbursement
       is claimed.

10.    Holidays

10.1   The Executive shall (in addition to the usual public and bank holidays)
       be entitled during the continuance of his employment to 25 (twenty-five)
       working days' paid holiday in each holiday year, or such greater number
       in accordance with the Company's policy from time to time to be taken at
       a time or times as shall be convenient to the Company.

10.2   The Executive shall not be entitled to carry forward any annual holiday
       entitlement not taken by him for any reason from one holiday year to the
       next without the prior written consent of the Board (such consent not to
       be unreasonably withheld).

10.3   Upon the termination of his employment the Executive's entitlement to
       accrued holiday pay (which accrues at the rate of 2.08 days per month)
       shall be calculated on a pro rata basis in respect of each completed
       month of service in the holiday year in which his employment terminates
       and the appropriate amount shall be paid to the Executive in addition to
       payment in lieu for any holidays not taken in previous holiday years
       provided that if the Executive shall have taken more days holiday than
       his accrued entitlement the Company is hereby authorised to make an
       appropriate deduction from the Executive's final salary payment.

11.    Incapacity

11.1   Subject to his complying with the Company's procedures relating to the
       notification and certification of periods of absence from work as from
       time to time in force the Executive shall continue to be paid his salary
       (inclusive of any statutory sick pay or social security benefits to which
       he may be entitled) during any periods of absence from work due to
       sickness, injury or other incapacity incapacitating the Executive from
       attending to his duties up to a maximum of 26 (twenty-six) weeks in
       aggregate in any period of 52 (fifty-two) consecutive weeks.

11.2   If the Executive shall have been absent from work due to sickness, injury
       or other incapacity for a continuous period of 26 (twenty-six) weeks or
       more then he shall

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       receive such benefits (if any) as are available to him under the terms of
       the Company's permanent health insurance scheme or such greater sum (if
       any) as the Board may in its absolute discretion decide.

11.3   If any incapacity of the Executive shall be or appear to be caused by any
       alleged action or wrong of a third party and the Executive shall decide
       to claim damages in respect thereof, then the Executive shall use all
       reasonable endeavours to recover damages for loss of earnings over the
       period for which salary has been or will be paid to him by the Company
       under Clause 11.1, and shall account to the Company for any such damages
       recovered (in an amount not exceeding the actual salary paid or payable
       to him by the Company under Clause 11.1 in respect of the said period)
       less any costs borne by him in achieving such recovery.

       The Executive shall keep the Company informed of the commencement,
       progress and outcome of any such claim.

12.    Intellectual Property

12.1   For the purposes of this Clause 12 the term "IPRs" means any and all
       patents, trade and service marks, unregistered design rights, registered
       design rights, trade and business names, copyrights (including copyright
       in software), database rights, topography rights and all other
       intellectual property rights (whether or not any of these is registered
       and including applications for registration of any such thing) and all
       rights or forms of protection of a similar nature or having equivalent or
       similar effect to any of these which may subsist anywhere in the world.

12.2   If the Executive creates, makes, authors, originates, conceives or writes
       (either alone or with others) any works, designs, innovations,
       inventions, improvements, processes, get-ups or trade marks in the course
       of his employment with the Company ("Works"):

       (a)    the Executive will promptly disclose to the Company full details
              of any such inventions, processes, improvements or other Works;

       (b)    all rights (including, without limitation, all IPRs) in and to
              such Works shall solely legally and beneficially vest in the
              Company immediately upon their creation without any payment to the
              Executive;

       (c)    the Executive hereby irrevocably and unconditionally waives, in
              favour of the Company, its licensees and successors-in-title any
              and all moral rights conferred on the Executive in relation to the
              Works (existing or future); and

       (d)    the Executive shall not knowingly do anything, or omit to do
              anything, to imperil the validity of any patent or protection, or
              any application therefor, relating to any of the Works.

12.3   To the extent such rights and IPRs do not so vest in the Company, the
       Executive hereby (i) assigns to the Company all future copyright,
       database rights and unregistered design rights in the Works and (ii) in
       respect of all other rights and IPRs

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       agrees to assign to the Company all of the Executive's right, title and
       interest (including without limitation all IPRs) in the Works.

12.4   The Executive hereby irrevocably authorises the Company to be his
       attorney, and to make use of his name and to sign and execute any
       documents and/or perform any act on his behalf, for the purpose of giving
       to the Company the full benefit of the provisions of this Clause 12 and,
       where permissible, to obtain patent or other protection in respect of any
       of the Works in the name of the Company or the Company's nominee.

12.5   The Executive shall from time to time, both during his employment under
       this Agreement and thereafter, at the request and expense of the Company,
       promptly do all things and execute all documents necessary or desirable
       to give effect to the provisions of this Clause 12 including, without
       limitation, all things necessary to obtain and/or maintain patent or
       other protection in respect of any Works in any part of the world and to
       vest such rights (including, without limitation, all IPRs) in and to the
       Works in the Company or the Company's nominee.

12.6   For the avoidance of doubt, the provisions of this Clause 12 shall apply
       to any rights (including, without limitation, any IPRs) in the Works
       arising in any jurisdiction, and the provisions of this Clause 12 shall
       apply in respect of any jurisdiction to the extent permitted by the
       directives, statutes, regulations and other laws of any such
       jurisdiction.

13.    Confidentiality

13.1   The Executive shall not (other than in the proper performance of his
       duties or without the prior written consent of the Board or unless
       ordered by a court of competent jurisdiction) at any time either during
       the continuance of his employment hereunder or after its termination
       disclose or communicate to any person or use for his own benefit or the
       benefit of any person other than the Company or any Associated Company
       any confidential information which may come to his knowledge in the
       course of his employment hereunder concerning the business or finances of
       any member of the Group or of any of its suppliers, agents, distributors
       or customers and the Executive shall during the continuance of his
       employment hereunder use his best endeavours (and following any
       termination thereof his reasonable endeavours) to prevent the
       unauthorised publication or misuse of any confidential information
       provided that such restrictions shall cease to apply to any confidential
       information which may enter the public domain other than through the
       default of the Executive but in any event the restrictions in this Clause
       13.1 shall remain in full force and effect for so long as the Executive
       is in a position to utilise such information more readily than persons
       who have not been employed by the Company or its Associated Companies.

13.2   All notes and memoranda of any trade secret or confidential information
       concerning the business of the Company or the Associated Companies or any
       of its or their suppliers, agents, distributors, customers or others
       which shall have been acquired, received or made by the Executive during
       the course of his employment shall be the property of the Company and
       shall be surrendered by the Executive to someone duly

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       authorised in that behalf at the termination of his employment or at the
       request of the Board at any time during the course of his employment.

13.3   Without prejudice to the generality of Clause 13.1 the following is, for
       the avoidance of doubt, a non-exhaustive list of matters which in
       relation to the Company and the Associated Companies are considered
       confidential and must be treated as such by the Executive (for the
       purposes of this Agreement):

       (a)    any trade secrets of the Company or any Associated Company;

       (b)    any information in respect of which the Company or any Associated
              Company is bound by an obligation of confidence to any third
              party;

       (c)    customer lists and details of contacts with or requirements of
              customers; and

       (d)    any invention, technical data, know-how, instruction or operations
              manual or other manufacturing or trade secrets of the Group and
              their clients/customers.

13.4   The Executive shall comply with any reasonable policy produced by the
       Company concerning the Executive's ability to either directly or
       indirectly publish any opinion, fact or material or deliver any lecture
       or address or participate in the making of any film, radio broadcast or
       television transmission or communicate with any representative of the
       media or any third party relating to the business or affairs of the
       Company or any Associated Company or to any of its or their officers,
       employees, customers/clients, suppliers, distributors, agents or
       shareholders or to the development or exploitation of Works or IPRs (as
       defined in Clauses 12.1 and 12.2). For the purpose of this Clause "media"
       shall include television (terrestrial, satellite and cable) radio,
       newspapers and other journalistic publications.

14.    Termination of Employment

14.1   The employment of the Executive may be terminated by the Board forthwith
       without notice or payment in lieu of notice if the Executive:

       (a)    commits any serious or persistent breach or non-observance of any
              of the terms, conditions or stipulations contained in this
              Agreement having been, in the case of persistent breaches, warned
              in advance by the Board in writing of the same;

       (b)    is guilty of any gross default or gross misconduct in connection
              with or affecting the business or affairs of the Company or any
              Associated Company for which he is required to perform duties;

       (c)    is guilty of conduct which brings or is likely to bring himself or
              the Company or any Associated Company into disrepute;

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       (d)    is convicted of an arrestable criminal offence (other than an
              offence under the road traffic legislation in the United Kingdom
              or elsewhere for which a non-custodial penalty is imposed);

       (e)    is adjudged bankrupt or makes any arrangement or composition with
              his creditors or has an interim order made against him pursuant to
              section 252 of the Insolvency Act 1986;

       (f)    becomes of unsound mind or becomes a patient under the Mental
              Health Act 1983;

       (g)    is or becomes prohibited by law from being a director; or

       (h)    voluntarily resigns as a director of the Company otherwise than at
              the request of the Board.

14.2   The employment of the Executive shall terminate automatically and without
       prior notice upon his attaining the age of 65.

14.3   Upon the termination of his employment (for whatever reason and howsoever
       arising) the Executive:

       (a)    shall not take away, conceal or destroy but shall immediately
              deliver up to the Company all documents (which expression shall
              include but without limitation notes, memoranda, correspondence,
              drawings, sketches, plans, designs and any other material upon
              which data or information is recorded or stored) relating to the
              business or affairs of the Company or any Associated Company or
              any of their clients/customers, shareholders, employees, officers,
              suppliers, distributors and agents (and the Executive shall not be
              entitled to retain any copies or reproductions of any such
              documents) together with any other property belonging to the
              Company or any Associated Company (including his car and its keys)
              which may then be in his possession or under his control;

       (b)    shall, at the request of the Board and without prejudice to any
              rights of the Executive arising as a result of the loss of his
              employment hereunder, immediately resign without claim for
              compensation from office as a director of the Company and any
              Associated Company and from any other office held by him in the
              Company or any Associated Company (but without prejudice to any
              claim he may have for damages for breach of this Agreement) and in
              the event of his failure to do so the Company is hereby
              irrevocably authorised to appoint some person in his name and on
              his behalf to sign and deliver such resignations to the Board
              and/or to each such Associated Company;

       (c)    shall not at any time thereafter make any untrue or misleading
              oral or written statement concerning the business and affairs of
              the Company or any Associated Company nor represent himself or
              permit himself to be held out as being in any way connected with
              or interested in the business of the Company or any Associated
              Company (except as a former employee for the purpose of

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              communicating with prospective employers or complying with any
              applicable statutory requirements);

       (d)    shall not at any time thereafter use the name "Shire" or any name
              capable of confusion therewith (whether by using such names as
              part of a corporate name or otherwise); and

       (e)    shall immediately repay all outstanding debts or loans due to the
              Company or any Associated Company and the Company is hereby
              authorised to deduct from any wages (as defined by section 27 of
              the Employment Rights Act 1996) of the Executive a sum equal to
              any such debts or loans.

14.4   If the employment of the Executive under this Agreement is terminated by
       reason of the liquidation of the Company for the purpose of
       reconstruction or amalgamation or as part of any arrangement for the
       amalgamation or reconstruction of the Company not involving insolvency
       and the Executive is offered employment with any concern or undertaking
       resulting from the reconstruction or amalgamation on terms and conditions
       which taken as a whole are not less favourable than the terms of this
       Agreement then the Executive shall have no claim against the Company in
       respect of such termination.

15.    Executive's Covenants

15.1   The Executive acknowledges that during the course of his employment with
       the Company he will receive and have access to confidential information
       of the Company and its Associated Companies (including without limitation
       those matters specified in Clause 13.3 of this Agreement) and he will
       also receive and have access to detailed client/customer lists and
       information relating to the operations and business requirements of those
       clients/customers and accordingly he is willing to enter into the
       covenants described in this Clause 15 in order to provide the Company and
       its Associated Companies with what he considers to be reasonable
       protection for those interests.

15.2   In this Clause 15:

       (a)    "Restricted Business" means the Business of the Company and its
              Associated Companies at the time of the termination of the
              Executive's employment with which the Executive was involved to a
              material extent at any time during the period of 12 (twelve)
              months ending on the Restriction Date and for the purposes of this
              Clause 15 the term "Business" shall mean the research,
              development, marketing, sale or supply of pharmaceuticals for
              administration to humans;

       (b)    "Restricted Customer" means any firm, company or other person who,
              at any time during the period of 12 (twelve) months ending on the
              Restriction Date, was a customer of or in the habit of dealing
              with the Company or any Associated Company and with whom the
              Executive dealt to a material extent or for whom or which the
              Executive was responsible on behalf of the

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                                       13


              Company or any Associated Company during that period and in
              respect of such customer material damage to the interests of the
              Company or any Associated Company could occur if such customer
              ceased or reduced its business with the Company or any Associated
              Company;

       (c)    "Restricted Employee" means any person who, at the Restriction
              Date was employed by the Company or any Associated Company at a
              senior level and who could materially damage the interests of the
              Company or any Associated Company if he became employed in any
              business concern in competition with any Restricted Business and
              with whom the Executive worked closely or about whom the Executive
              obtained material detailed information, in either case at any time
              during the period of 12 (twelve) months ending on the Restriction
              Date; and

       (d)    "Restriction Date" means the date of termination of this
              Agreement.

15.3   The Executive will not, for a period of 12 (twelve) months after the
       Restriction Date, solicit or endeavour to entice away from the Company or
       any Associated Company the business or custom of a Restricted Customer
       with a view to providing or receiving goods or services to or from that
       Restricted Customer in competition with any Restricted Business.

15.4   The Executive will not, for a period of 12 (twelve) months after the
       Restriction Date, provide goods or services to or otherwise have any
       business dealings with any Restricted Customer in the course of any
       business concern which is in competition with any Restricted Business.

15.5   The Executive will not, for a period of 12 (twelve) months after the
       Restriction Date, in the course of any business concern which is in
       competition with any Restricted Business offer employment to or otherwise
       endeavour to entice away from the Company or any Associated Company any
       Restricted Employee.

15.6   The Executive will not, without the prior written consent of the Board,
       for a period of 6 (six) months after the Restriction Date, be engaged in
       or concerned in any capacity in any business concern which is or might
       reasonably be expected to be in competition with any Restricted Business.
       This Clause shall not restrain the Executive from being engaged or
       concerned in any business concern in so far as the Executive's duties or
       work shall relate solely:

       (a)    to geographical areas where the business concern is not in
              competition with the Restricted Business; or

       (b)    to services or activities of a kind with which the Executive was
              not concerned to a material extent during the period of 12
              (twelve) months ending on the Restriction Date.

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                                       14


15.7   The obligations imposed on the Executive by this Clause 15 extend to him
       acting not only on his own account but also on behalf of any other firm,
       company or other person and shall apply whether he acts directly or
       indirectly.

15.8   The Executive hereby agrees that he will at the request and expense of
       the Company enter into a direct agreement or undertaking with any
       Associated Company whereby he will accept restrictions and provisions
       corresponding to the restrictions and provisions in this Clause 15 (or
       such of them as may be appropriate in the circumstances) in relation to
       such activities and such area and for such a period not exceeding 12
       (twelve) months as such Associated Company may reasonably require for the
       protection of its legitimate business interests.

15.9   It is agreed between the parties that whilst the restrictions set out in
       this Clause 15 are considered fair and reasonable for the protection of
       the Company's business and trade secrets, if it should be found that any
       of the restrictions be void as going beyond what is fair and reasonable
       in all the circumstances and if by deleting part of the wording or
       substituting a shorter period of time or different geographical limit or
       a more restricted range of activities for any of the period of time,
       geographical limits or ranges or activities set out in this Clause 15 it
       would not be void then there shall be substituted such next less
       extensive period and/or limit and/or activity or such deletions shall be
       made as shall render this Clause 15 valid and enforceable.

16.    Change of Control

16.1   For the purposes of this Clause 16:

       (a)    "Relevant Event" means either:

              (i)    the termination by the Company of the Executive's
                     employment (other than for cause in accordance with Clause
                     14 of this Agreement); or

              (ii)   the Executive's resignation where such resignation is as a
                     consequence of a repudiatory breach of contract by the
                     Company and amounts to a constructive dismissal,

              within the period of 12 (twelve) months following the date of a
              Change of Control.

       (b)    Subject to Clause 16.6 below "Change of Control" means where any
              person either alone or together with any person acting in concert
              with him obtains control of the Company as defined in section 840
              of the Income and Corporation Taxes Act 1988.

16.2   If a Relevant Event occurs the Company shall pay to the Executive within
       14 (fourteen) days of that Relevant Event a sum equal to the aggregate
       of:

       (a)    the value of his then current rate of basic salary for the period
              of 2 (two) years; and

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                                       15


       (b)    an additional amount equal to 2 (two) times the annual bonus to
              which the Executive would have been entitled pursuant to Clause 4
              based on an assumed 100% on target achievement of group and
              personal objectives in the year of termination of his employment.

16.3   Subject to any rights accrued at the date of termination of the
       Executive's employment under the provisions of any pension scheme of the
       Company, any payment by the Company pursuant to this Clause 16 shall be
       made in full and final settlement of all and any claims arising from or
       in connection with the Executive's employment or its termination or his
       office as Group Research and Development Director or its loss in each
       case in respect of the Company or any Associated Companies.

16.4   All payments to be made pursuant to this Clause 16 shall be paid less any
       necessary withholdings.

16.5   The Executive hereby agrees that he shall not, following a payment under
       this Clause 16, bring any claim before any court or employment tribunal
       relating to unfair dismissal.

16.6   This Clause shall not apply where in connection with a scheme of
       reconstruction or amalgamation or reorganisation of the Company and one
       or more of its Associated Companies the Executive refuses an offer of
       employment on terms identical in all material respects to those hereunder
       by the company which following such reconstruction or reorganisation
       replaces the Company or the relevant Associated Companies.

17.    Disciplinary and Grievance Procedures

17.1   The Executive shall be expected to maintain the highest standard of
       integrity and behaviour. For the purpose of disciplinary and grievance
       procedures the Executive's supervisor is the Company's Chief Executive.

17.2   If the Executive is not satisfied with any disciplinary decision taken in
       relation to him he may apply in writing within 14 (fourteen) days of that
       decision to the Board whose decision shall be final.

17.3   If the Executive has any grievance in relation to his employment he may
       raise it in writing with the Board whose decision shall be final.

17.4   If the Executive is not satisfied with any decision taken by the Chief
       Executive in relation to any grievance raised by him, he may apply in
       writing within 14 (fourteen) days of that decision, to the Board whose
       decision shall be final.

<PAGE>
                                       16


18.    Directorship

       The Executive shall not save at the request or with the consent of the
       Board:

       (a)    voluntarily resign as a director of the Company;

       (b)    do or fail to do anything which causes him to be prohibited by law
              from continuing to act as a director; or

       (c)    voluntarily do or refrain from doing any act whereby his office as
              a director of the Company is or becomes liable to be vacated.

       The removal of the Executive from office as a director of the Company or
       the failure of the Company in general meeting to re-elect the Executive
       as a director of the Company (if he shall be obliged to retire by
       rotation or otherwise pursuant to the Articles of Association) shall
       terminate the Executive's employment under this Agreement and such
       termination shall be without prejudice to any claim which the Executive
       may have for damages for breach of this Agreement provided that the
       Company was not entitled at the time of such removal or failure to
       re-elect to terminate his employment pursuant to Clause 14.1.

19.    Data Protection

       The Executive consents to the Company or any Associated Company holding
       and processing both electronically and manually the data it collects
       which relates to the Executive for the purposes of the administration and
       management of its employees and its business and for compliance with
       applicable procedures, laws and regulations. The Executive also consents
       to the transfer of such personal information to other offices the Company
       may have or to an Associated Company or to other third parties whether or
       not outside the European Economic Area for administration purposes and
       other purposes in connection with the Executive's employment where it is
       necessary or desirable for the Company to do so.

20.    Notices

20.1   Any notice to be given under this Agreement shall be given in writing and
       shall be deemed to be sufficiently served by one party on the other if it
       is delivered personally or is sent by first class registered or recorded
       delivery pre-paid post (air mail if overseas) addressed to either the
       Company's registered office for the time being or the Executive's address
       as set out in this Agreement (or such other address as shall be notified
       to the Company in accordance with this Clause) as the case may be.

20.2   Any notice sent by post shall be deemed (in the absence of evidence of
       earlier receipt) to be received 2 (two) days after posting (6 (six) if
       sent by air mail) and in proving the time such notice was sent and shall
       be sufficient to show that the envelope containing it was properly
       addressed, stamped and posted. Any notice delivered personally shall be
       deemed to be received when delivered to the address provided for in
       Clause 20.1.

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                                       17


21.    Miscellaneous

21.1   The Executive hereby warrants that by virtue of entering into this
       Agreement he will not be in breach of any express or implied terms of any
       contract or of any other obligations legally binding upon him.

21.2   This Agreement supersedes the service agreement between the parties dated
       30 December 1998 and the letter from the Company to the Executive dated
       12 August 2002 which shall cease to have effect.

21.3   Any benefits provided by the Company to the Executive or his family which
       are not expressly referred to in this Agreement or the Letter of Offer
       shall be regarded as ex gratia benefits provided at the entire discretion
       of the Company and shall not form part of the Executive's contract of
       employment.

21.4   The Company shall be entitled at any time during the Executive's
       employment to make deductions from the Executive's salary or from any
       other sums due to the Executive from the Company or any Associated
       Company in respect of any overpayment of any kind made to the Executive
       or in respect of any debt or other sum due from him provided always that
       reasonable evidence of the validity of such deductions is provided to the
       Executive.

22.    Definitions and Interpretation

22.1   In this Agreement:

"Articles of Association"  means the Company's articles of association in force
                           at the date hereof and from time to time thereafter;

"Associated Company"      means a company which is from time to time a
                           subsidiary or a holding company of the Company or a
                           subsidiary (other than the Company) of a holding
                           company of the Company. In this definition
                           "subsidiary" and "holding company" have the same
                           meaning as in section 736 of the Companies Act 1985;

"Board"                    means the board of directors for the time being of
                           the Company including any duly appointed committee
                           thereof or the directors present at a meeting of the
                           directors of the Company at which a quorum is present
                           but excluding the Executive (as appropriate);

"Group"                    means the Company and the Associated Companies; and

<PAGE>
                                       18


"Remuneration              Committee" means the remuneration committee of the
                           Board from time to time.

22.2   The headings in this Agreement are for convenience only and shall not
       affect its construction or interpretation.

22.3   References in this Agreement to Clauses are references to clauses in this
       Agreement.

22.4   Any reference in this Agreement to the employment of the Executive is a
       reference to his employment by the Company whether or not during the
       currency of this Agreement.

22.5   Any reference in this Agreement to a person shall where the context
       permits include a reference to a body corporate and to any unincorporated
       body of persons.

22.6   Any word in this Agreement which denotes the singular shall where the
       context permits include the plural and vice versa and any word in this
       Agreement which denotes the masculine gender shall where the context
       permits include the feminine and/or the neuter genders and vice versa.

22.7   Any reference in this Agreement to a statutory provision shall be deemed
       to include a reference to any statutory amendment, modification or
       re-enactment of it.

22.8   This Agreement is governed by and shall be construed in accordance with
       the laws of England and the parties to this Agreement hereby submit to
       the exclusive jurisdiction of the English courts.

This Agreement supersedes all previous agreements of a similar nature between
the parties or any Associated Company.


IN WITNESS whereof this Agreement has been executed as a deed by the parties
hereto and is intended and hereby delivered as a deed on the date first above
written.


Executed as a deed by               )
SHIRE PHARMACEUTICALS               )
GROUP PLC acting by a               )
director and its secretary/         )
two directors                       )



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                                       19




Executed as a deed by      )
DR J W TOTTEN              )
in the presence of:        )

Signature of witness:   ................................

Name:                   ................................

Address:                ................................

                        ................................

                        ................................

Occupation:             ................................


<PAGE>





                             Dated [ ] November 2002




                       (1) SHIRE PHARMACEUTICALS GROUP PLC

                                     - and -

                                (2) DR J W TOTTEN








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                                SERVICE AGREEMENT

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