Exhibit 10.22

     

    
      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 ANGUS RUSSELL    

     

     

     

     

    
      
        

      

    

     

    SERVICE AGREEMENT

     

    
      
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THIS AGREEMENT is made the 2
day of July 2008

     

    BETWEEN:

    


    
      	
              (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 ANGUS RUSSELL 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 Executive 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 commenced on 13
      December 1999.

            


    

     

    
      	
              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)

              	
                30% 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 8 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 Executive
      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 other
companies);

            


    

    


    
      	
            	
              (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:

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (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 June 2008 a basic salary
      (which shall accrue from day to day) at the rate of £602,000 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 sixty-five per cent (65%) and a share target of twenty
      per cent (20%) 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 fifteen per cent (115%) and a maximum share
      bonus of sixty-five per cent (65%) 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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      	
              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 thirty per cent (30%) of the
      Executive's basic salary under clause 4.1.from time to time. Such
      contributions shall be made monthly at the date when salary is paid Isn't
      hereunder redundant here?. 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 £18,000 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.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    
      	
              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 30 (thirty) 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 2.5 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.

            	
               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

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    
      names,
copyrights (including copyright in software), database rights, topography rights
and allother
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 ortrade
      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

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      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).

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    
      	
              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 1.3.2. 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) 

            	
              for 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 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 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
fifteen per cent (115%) and a maximum share element of sixty-five per cent
(65%). 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 Executive
      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. 

            	
              Taxation

            


    

     

    
      	
              18.1 

            	
              During the
      continuance of his employment the Executive may be required to work in the
      USA or such other jurisdiction as the Company may request from time to
      time (the "Foreign
      Jurisdiction").

            


    

     

    
      	
              18.2 

            	
              The Company
      shall ensure that the Executive is covered by a tax equalisation programme
      so that, if for any reason the Executive is subject to tax (as a direct
      result of business duties) in the Foreign Jurisdiction in respect of his
      remuneration under this Agreement which is not creditable in the UK, then
      a reconciliation will be undertaken to ensure that, so far
    as

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      practicable, the net
tax position of the Executive is no worse than it would have been had he only
been subject to UK tax in respect of such earnings.

    

     

    
      	
              18.3 

            	
              Following the
      reconciliation exercise in accordance with Clause 18.2 the Executive shall
      repay to the Company any excess income benefits or the Company shall make
      any additional tax equalisation payments due to the Executive in the form
      of allowances as necessary. If appropriate, such payments shall be
      enhanced to allow for any further tax which may be due on
      them.

            


    

     

    
      	
              18.4 

            	
              The Executive
      shall be required to consult PricewaterhouseCoopers or such other firm of
      professional advisers as the Company may request from time to time about
      his tax position in the Foreign Jurisdiction and the Company will bear the
      reasonable costs of such consultancy services as well as the cost of
      annual tax return preparation services in the UK and the Foreign
      Jurisdiction.

            


    

     

    
      	
              18.5 

            	
              The Executive
      Is advised to take specialist tax advice regarding the tax treatment of
      personal income and capital gains and the cost of such advice will be
      covered by the Company under the provisions of this Clause 18. For the
      avoidance of doubt, this Clause 18.5 does not cover amounts payable for
      general tax planning and advice, the costs of which are payable by the
      Company in accordance with Clause
9.2.

            


    

     

    
      	
              19. 

            	
              Disciplinary
      and Grievance Procedures

            


    

     

    
      	
              19.1 

            	
              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
Board.

            


    

     

    
      	
              19.2 

            	
              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.

            


    

     

    
      	
              19.3 

            	
              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.

            


    

     

    
      	
              20. 

            	
              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.

    

     

    
      	
              21. 

            	
              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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      	
              22. 

            	
              Notices

            


    

     

    
      
        	
                22.1

              	
                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.

              


      

    

     

    
      
        	
                22.2 

              	
                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
  22.1.

              


      

    

     

    
      	
              23.

            	
              Miscellaneous

            


    

     

    
      	
              23.1 

            	
              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.

            


    

     

    
      	
              23.2 

            	
              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.

            


    

     

    
      	
              23.3 

            	
              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.

            


    

     

    
      
        	
                24.

              	
                Definitions
      and
Interpretation

              


      

    

     

    
      
        
          	
                  24.1

                	
                  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);

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

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

              
	 	 	 
	 	
                "Remuneration
      Committee"  

              	means the
      remuneration committee of the Board from time to
time.


      

                                                        

    

    
      	
              24.2 

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

            


    

     

    
      	
              24.3 

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

            


    

     

    
      	
              24.4 

            	
              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.

            


    

     

    
      
        	
                24.5 

              	
                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.

              


      

    

     

    
      	
              24.6 

            	
              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.

            


    

     

    
      	
              24.7 

            	
              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.

            


    

     

    
      	
              24.8 

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

            


    

     

    
      
        	
                24.9 

              	
                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	)	/s/
      Graham Hetherington
	director
      and its secretary/	)	/s/
      Tatjana May
	two
      directors:	 	 
	 	 	 
	
                Executed as a
      deed by

              	)	 
	ANGUS
      RUSSELL	)	/s/ A C
      Russell
	in the
      presence of:	)	 


      

       

      
        	Signature
      of witnesses:	/s/ P.N. Anken	 
	 	 	 
	Name:	P.N. ANKEN	 
	 	 	 
	Address:	107 CADLEY ROAD	 
	 	COLLINGBOURNE DUCIS	 
	 	MARLBOROUGH SN8 3EA	 
	 	 	 
	Occupation:	SECRETARY	 


      

       

      17