Exhibit 10.23

         

        
          At the Annual General Meeting of
shareholders held on September 24, 2008, Shire made this service agreement
available for review.

           

           

           

           

           

           

           

           

           

           

        

      

      
        	 	
                 Dated 2 July
      2008

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(1)     
      SHIRE
      LIMITED  ­	 
	 	 	 
	 	
                - and -

              	 
	 	 	 
	 	(2)     
      MR GRAHAM HETHERINGTON	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	
                 

                SERVICE
      AGREEMENT

                 

              	 


      

       

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    THIS
AGREEMENT is
made the 2 day of July 2008

     

    B
E T W E E N:

     

    
      	
              (1)

            	
              SHIRE
      LIMITED (registered number
      99854) a company incorporated in and under the laws of Jersey and having
      its registered office at 22
      Grenville Street, St Helier, Jersey JE4 8PX (the "Company");
      and

            
	 
    	 
    
	
              (2)

            	
              MR GRAHAM HETHERINGTON of 22 Grenville
      Street, St Helier, Jersey JE4 8PX (the
  "Executive").

            


    

     

    WHEREBY it is agreed that the Company shall
employ the Executive and the Executive shall serve the Company as Chief
Financial Officer on the following terms and subject to the following
conditions.

     

    
      	
              1.

            	
              Commencement
      and Term

            
	 	 
	
              1.1

            	
              The
      Executive's continuous employment with the Company shall commence on 1
      July 2008.

            
	 	 
	
              1.2

            	
              The employment
      of the Executive shall (subject to the provisions of Clause 15) 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, to
      be decided at the absolute discretion of the Remuneration Committee, which
      may be up to the target annual bonus under the Executive Annual Incentive
      Plan (EAIP) 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

            
	 	 	 
	 	(ii) 	an amount equal to the actual
      cost to the Company of providing the benefits due for the period of notice
      to the Executive pursuant to Clauses 7 and 6 of this Agreement,
      
	 	 	 
	 	in each case
      divided by 12 (twelve).
	 	 	 
	1.3.3	
              On the
      termination of the Executive's employment under this Clause 1, the
      Executive's rights to receive shares or exercise rights in relation to (or
      calculated by reference to) shares under any relevant bonus or incentive
      scheme will be determined in accordance with the rules of the relevant
      scheme. 

            
	 	 	 
	2.	Obligations during
      Employment
	 	 
	 	The Executive
      shall during the continuance of his employment: 
	 	 
	 	(a)	serve the
      Company to the best of his ability in the capacity of Chief Financial
      Officer;


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	(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) 	
              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) 	
              upon receiving
      reasonable notice 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 (save that the
      Executive may, with the prior written consent of the Board, become a
      non-executive director of another company);

            
	 	 	 
	 	(h)	
              work at such
      place of business of the Company or any Associated Company 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

            
	 	 	 
	 	(i)	comply with
      the Company's Code of Ethics Policy.
	 	 
	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% 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 comply with all laws 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:


    

     

    
      
        
        

      

      
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	 	(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).

            
	 	 
	4.	Remuneration
	 	 
	4.1	
              The Company
      shall pay to the Executive with effect from 1 July 2008 a basic salary
      (which shall accrue from day to day) at the rate of £400,000 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).
      Such basic salary shall be inclusive of an annual amount payable in
      respect of Board duties performed by the Executive in the Republic of
      Ireland ("the Irish Board Fee"), The Irish Board Fee shall be
      £65,000 or such greater amount as is payable to the senior non-executive
      director of the Company (other than the Chairman) in respect of his or her
      duties as a director of the Company. 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 EAIP scheme (or such
      other bonus scheme as the Company may Implement from time to time). The
      amount of any bonus shall be at the discretion of the Remuneration
      Committee. The target annual bonus under the EAIP shall be a cash target
      of fifty-five per cent (55%) and a share target of fifteen per cent (15%)
      of the Executive's basic annual salary from time to time paid under Clause
      4.1. The maximum annual bonus under the EAIP shall be a cash bonus of one
      hundred per cent (100%) and a maximum share bonus of fifty-five per cent
      (55%) 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 or awards pursuant to a share incentive scheme of the
      Company, those options or awards 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.

            


    

     

    
      
        
        

      

      
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      	6.	Pension
  Scheme
	 	 
	6.1	
              The Executive
      shall be entitled to a pension contribution in respect of his basic salary
      (but excluding the Irish Board Fee). The Company shall contribute to such
      pension scheme as the Executive shall specify an amount equal to such
      proportion of his basic salary (excluding the Irish Board Fee) as would
      give rise to a contribution equal to twenty-five per cent (25%) of the
      Executive's basic salary hereunder from time to time. 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 partner or 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. The Executive shall also
      be allowed to participate in an annual Executive Physical program, subject
      to a maximum annual reimbursement of £1,500;

            
	 	 	 
	 	(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
      will 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
	 	 
	 	
              The Company
      shall provide the Executive with the sum of £12,000 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) 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.

            


    

     

    
      
        
        

      

      
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      	9.	Expenses
	 	 
	9.1 	
              The Company
      shall during the continuance of his employment reimburse the Executive in
      accordance with the Company's travel and expenses policy as amended from
      time to time.

            
	 	 
	9.2  	
              The Company
      shall, under its Executive Financial Services Reimbursement Programme,
      provide the Executive with the sum of £5,000 per annum (less any
      deductions the Company is required to make by law) towards the cost of
      legal expenses and financial planning services.

            
	 	 
	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 be entitled to carry forward to the following year up to 5 days'
      untaken annual holiday entitlement in
      each holiday year. The carry forward of any additional holiday entitlement
      not taken by him for any reason from one holiday year to the next shall
      require 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 2.09 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 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.	Property Intellectual
	 	 
	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

            


    

     

    
      
        
        

      

      
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              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 therefore, 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
      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

              


      

    

     

    
      
        
        

      

      
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                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 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/or 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.	Garden
Leave
	 	 
	14.1	
                The Company may during all or
      any part of the period of notice as specified in Clause 1.2 of this
      Agreement (whether given by the Company or by the Executive) place the
      Executive on garden leave by not providing him with any work and excluding
      him from any premises of the Company and any Associated Company (and need
      not give any reason for so doing).

              
	 	 
	14.2	
                Such period of garden leave
      will not constitute a termination of the Executive's employment (and will
      not prejudice his continuing entitlement to salary and benefits). The
      Executive will continue to be bound by the provisions of this Agreement
      and must during any period of garden leave continue at all times to
      conduct himself with good faith towards the Group and not do anything that
      is harmful to the Group. 

              
	 	 
	14.3 	
                The Executive may not during
      any period of garden leave directly or indirectly be employed by or
      retained by or advise or assist any other person or entity in any capacity
      either paid or unpaid (except approved non-executive
      positions).

              


      

       

      
        
          
          

        

        
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        	14.4 	
                The Company may require the
      Executive to resign from office as a director of the Company or any
      Associated Company during any period of garden leave and the Executive
      must resign as soon as reasonably practicable after any such request is
      made. Notwithstanding any other provision of this Agreement, such
      resignation shall not terminate the Executive's employment under this
      Agreement.

              
	 	 
	14.5 	
                The Executive acknowledges that
      any demand which may be made in accordance with the terms of Clauses 14.1
      to 14.4 above shall not constitute a breach of contract of any kind
      whatsoever. The Executive will not have any claim against the Company or
      any Associated Company as a consequence of being required to comply with
      those clauses.

              
	 	 
	14.6 	
                The Executive hereby
      irrevocably appoints the Company to execute any instrument on his behalf
      to effect his resignation as a director if he fails to resign upon request
      in accordance with Clause 14.4.

              
	 	 
	14.7 	
                The Executive shall, during any
      period of garden leave, remain available upon reasonable prior notice to
      perform any reasonable duty requested by the Company and shall co-operate
      generally with the Company to ensure a smooth hand over of his
      duties.

              
	 	 
	14.8	
                The Company may appoint another
      individual to carry out the Executive's duties during any period that he
      is on garden leave in accordance with Clause 14.

              
	 	 
	14.9	
                At the end of any period of
      garden leave under Clause 14.1, where this occurs before the end of the
      notice period under Clause 1.2, the Company shall either pay the Executive
      a sum equal to his basic salary and the Relevant Amount (calculated in
      accordance with Clause 1.3) for and in lieu of the balance of any period
      of notice given by the Company or the Executive (less any deductions the
      Company may be required by law to make) or require the Executive to return
      to work for the remainder of the notice period.

              
	 	 
	15.  	Termination of
      Employment
	 	 
	15.1	
                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;

              
	 	 	 
	 	(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

              


      

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	 	(h) 	 voluntarily
      resigns
      as a director of the Company otherwise than at the request of the
      Board.
	 	 
	15.2	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
      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)
      (save for the making of factual statements (subject always to the
      provisions of Clause 13) describing his employment with the Company for
      the purposes of obtaining an alternative remunerated position as defined
      at Clause 15.4(vii)); 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.

              
	 	 	 
	15.3 	
                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.

              
	 	 
	15.4 	(i)	
                Notwithstanding the provisions
      of Clauses 1.2, 1.3 and 15.1 of this Agreement, the Company may instead,
      at its sole discretion, terminate the Executive's employment by giving
      written notice to him that it is exercising its rights under this Clause
      15.4 to terminate the employment and make Monthly Payments (as defined
      below) to the

              


      

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    
    

    
      	 	 	
              Executive. The maximum number
      of Monthly Payments shall be 12 unless notice under Clause 1 has been
      given before the Company makes any election under this Clause 15.4, and
      the Executive has worked part of that notice period, in which case the
      maximum number of Monthly Payments shall be reduced accordingly to reflect
      the remaining period of notice. The Monthly Payments shall commence on the
      date such notice is given to the Executive or such date thereafter as the
      Company shall determine and the Executive's employment under this
      Agreement shall cease on that day (the "Commencement Date").

            
	 	 	 
	 	(ii) 	
              Subject to adjustments as
      contemplated in Clause 15.4(iii) below each Monthly Payment shall be
      calculated by dividing the Executive's basic salary at the date notice is
      given by twelve and adding the Relevant Amount as defined in Clause 1.32.
      Each Monthly Payment shall then be paid on a monthly basis subject to such
      deductions as may be required by law and in accordance with Clause
      15.4(vi) below.

            
	 	 	 
	 	(iii) 	
              The Company may instead of
      paying the part of the Relevant Amount relating to benefits as referred to
      in 15.4(ii) continue the provision of those benefits which the Executive
      would otherwise have been entitled to receive during the period of the
      Monthly Payment. If the Company decides to continue the provision of the
      benefits, the Monthly Payment shall be reduced
  accordingly.

            
	 	 	 
	 	(iv) 	
              On the termination of the
      Executive's employment under this Clause 15, the Executive's rights to
      receive shares or exercise rights in relation to (or calculated by
      reference to) shares under any relevant bonus or incentive scheme will be
      determined in accordance with the rules of the relevant
      scheme.

            
	 	 	 
	 	(v)	
              The Executive shall be under a
      duty, beginning on the Commencement Date, to use reasonable endeavours
      actively to seek a suitable alternative remunerated position (defined
      below) and shall also be required to keep the Company informed in relation
      to his search when reasonably requested.

            
	 	 	 
	 	(vi) 	
              If the Executive obtains an
      alternative remunerated position during the period for payment of the
      Monthly Payments then:

            
	 	 	 


      
        	 	 	(a) 	
                each of the Monthly Payments
      still outstanding shall be reduced by the basic monthly remuneration to
      which the Executive is entitled, from the alternative remunerated
      position, and only the balance shall be due to the
    Executive;

              
	 	 	 	 
	 	 	(b)	
                any benefits provided by the
      Company (or their value paid in lieu as part of the Monthly Payments)
      which are provided by the alternative remunerated position (on an
      equivalent basis) shall cease;

              
	 	 	 	 
	 	 	(c) 	
                or the purposes of calculating
      the amount of the deduction in respect of remuneration from the
      alternative remunerated position, any basic salary or fees shall be
      included, together with the value of any pension provided, but not any
      entitlement to bonus or the value of any equity or equity-based incentive
      arrangements. The value of any entitlement to pension shall be calculated
      as the amount which the new employer contributes to a pension scheme on
      the Executive's behalf (in the case of a defined benefit arrangement,
      being the long term contribution rate, ignoring any adjustment to reflect
      an overall deficit or surplus in the scheme).

              
	 	 	 
	 	(vii) 	For the purposes of this Clause
      15.4 "alternative remunerated position" shall mean any new position,
      whether under a contract of employment, consultancy arrangement, non
      executive appointment or otherwise, whereby the Executive is directly or
      indirectly remunerated.

          


      
        
          
          

        

        
          10

          
            

          

        

        
          
          
     

      

    

              

     

    
      	 	(viii) 	
              The Executive will not be
      entitled to receive any payment in addition to the Monthly Payments in
      respect of any holiday entitlement that would have accrued during the
      period for which the Monthly Payments are made, and will not accrue any
      entitlement to pension contributions or bonus during such
      period.

            
	 	 	 
	 	(ix)	
              The
      Company' s
      determination as to the value of any benefit or entitlement for the
      purposes of this Clause 15.4, shall be binding on the parties in the
      absence of manifest
    error.

            
	 	 	 
	15.5 	
              Any delay or
      forbearance by the Company in
      exercising any right of termination
      shall not constitute a waiver of
      It.

            
	 	 
	16. 	Executive's
      Covenants
	 	 
	16.1 	
              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
      133 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 16 in order
      to provide the Company and its Associated Companies with what he considers
      to be reasonable protection for those interests.

            
	 	 
	16.2 	In this Clause 16:
	 	 	 
	 	(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 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
      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 the 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.

            
	 	 
	16.3	
              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.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	16.4	
              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.

            
	 	 
	16.5	
              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.

            
	 	 
	16.6 	
              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.

            
	 	 
	 	 
	16.7	
              The obligations imposed on the
      Executive by this Clause 16 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.

            
	 	 
	16.8 	
              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 16 (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.

            
	 	 
	16.9	
              It is agreed between the
      parties that whilst the restrictions set out in this Clause 16 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 16 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 16 valid and enforceable.

            
	 	 
	17.	Change of
    Control
	 	 
	17.1 	For the
      purposes of this Clause 17:
	 	 	 
	 	(a)	"Relevant Event" means
  either:


    

     

    
      	 	 	(i)	
              the termination by the Company
      of the Executive's employment (other than for
      cause in accordance with Clause 15 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.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    
      
        	 	 b) 	
                Subject to Clause 17.6 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.

              
	 	 
	17.2 	
                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 1 (one) year;
      and
	 	 	 
	 	(b) 	
                an amount in lieu of annual
      bonus to be decided at the absolute discretion of the Remuneration
      Committee, as that committee was constituted immediately prior to the
      Change of Control, up to the maximum bonus, based on 150% 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); and

              
	 	 	 
	 	(c)	
                an amount in lieu of the
      Company's contributions to the Executive's pension scheme under Clause 6
      of this Agreement for 1 (one) year; and

              
	 	 	 
	 	(d) 	
                an amount in respect of the
      actual cost to the Company of the provision of the benefits due under
      Clauses 7 and 8 of this Agreement for 1 (one) year.

              
	 	 	 
	 	
                For the avoidance of doubt, as
      at the date of this Agreement, the maximum bonus which would be payable
      under Clause 17.2(b) is a maximum cash element of one hundred per cent
      (100%) and a maximum share element of fifty-five per cent (55%). Such
      limits may be amended by the Company from time to time.

              
	 	 	 
	17.3 	
                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 17 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 Chief Financial
      Officer and its loss in each case in respect of the Company or any
      Associated Companies.

              
	 	 
	17.4	
                All payments to be made
      pursuant to this Clause 17 shall be paid less any necessary
      withholdings.

              
	 	 
	17.5 	
                The Executive hereby agrees
      that he shall not, following a payment under this Clause 17, bring any
      claim before any court or employment tribunal relating to unfair
      dismissal.

              
	 	 
	17.6 	
                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.

              
	 	 
	18.	Disciplinary and Grievance
      Procedures
	 	 
	18.1	
                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 Officer.

              
	 	 
	18.2	
                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.

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	18.3	
                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.

              
	 	 
	19.	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 15.1.

              
	 	 
	
                20.

              	
                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.

              
	 	 
	
                21.

              	
                Notices

              
	 	 
	
                21.1

              	
                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.

              
	 	 
	
                21.2

              	
                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 21.1.

              
	 	 
	
                22.

              	
                Miscellaneous

              
	 	 
	
                22.1

              	
                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.

              
	 	 
	
                22.2

              	
                Any
      benefits provided by the Company to
      the Executive or
      his family which are
      not expressly referred
      to in this Agreement 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.

              


      
           


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

              


    
      
        	22.3	
                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.

              
	 	 
	23.	Definitions
      and Interpretation
	 	 
	23.1	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

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

                  


          

          
            
               

              
                	23.2	
                        The
      headings in this Agreement are for convenience only and shall not affect
      its construction or
interpretation.

                      
	 	 
	23.3	
                        References in this Agreement to
      Clauses are references to clauses in this Agreement.

                      
	 	 
	23.4	
                        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.

                      
	 	 
	23.5	
                        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.

                      
	 	 
	23.6	
                        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.

                      
	 	 
	23.7	
                        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.

                      
	 	 
	23.8	
                        This Agreement supersedes any
      previous agreements between the parties or any Associated Company relating
      to the employment of the
Executive.

                      


              

            

          

        

      

    

    
      
        
           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

             

          

          
            	23.9	
                    This Agreement is governed by
      and shall be construed in accordance with the laws of Jersey and the
      parties to this Agreement hereby submit to the exclusive jurisdiction of
      the Jersey courts.

                  


          

                  


           

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

             

          

        

      

    

    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 LIMITED acting by a

               director and
      its secretary/ 

              two
      directors:

            	 	
              )

              )

              )

            	
              
                /s/ A.C.
      Russell

                 

              

              /s/ Tatjana
      May

            
	 	 	 	 
	
              Executed as a
      deed by

              GRAHAM
      HETHERINGTON

              in the
      presence of.

            	 	
              )

              )

              )

            	/s/ Graham
    Hetherington


    

     

    
      	Signature of witness:	/s/ P.N.
      Anken       	 
	 	 	 
	Name:	P.N. Anken	 
	 	 	 
	Address:	107 Cadley
      Road	 
	 	Collingbourne
      Ducis	 
	 	Marlborough
      SN8 3EA	 
	 	 	 
	 	 	 
	 	 	 
	Occupation: 	Secretary