Exhibit 10.13

                                                                 EXECUTION COPY


          AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR CHIEF EXECUTIVE

THIS AGREEMENT is dated as of March 12, 2004 and amends and restates the
employment agreement dated as of June 12, 2003 between Shire Executive Services
Inc., a Delaware corporation having its registered offices at 1209 Orange
Street, Wilmington, Delaware (the "COMPANY"), and Matthew Emmens (the
"EXECUTIVE").

The Company and the Executive agree that the Company shall employ the Executive
and the Executive shall serve the Company as Chairman of the Board of Directors
and Chief Executive Officer and shall serve Shire Pharmaceuticals Group plc
("SHIRE GROUP") as Chief Executive Officer and Shire US Inc. (an affiliate of
the Company) as Chairman of its Board of Directors, in each case on the
following terms and subject to the following conditions:

1.     COMMENCEMENT AND TERM

1.1    The Executive's employment with the Company commenced on March 12, 2003
       ("COMMENCEMENT DATE").

1.2    The term of this Agreement shall continue, without further action by the
       Company or the Executive unless either party shall have given written
       notice to the other party, in the manner set forth in this Agreement.

2.     OBLIGATIONS DURING EMPLOYMENT

2.1    The Executive shall during the continuance of his employment:

       (a)    serve as the Chief Executive Officer of Shire Group, as Chairman
              of the Board of Directors of Shire US Inc., and as Chairman of the
              Board of Directors and Chief Executive Officer of the Company,
              with all of the authority, duties and responsibilities
              commensurate with such positions and such other duties
              commensurate with his positions as are assigned to the Executive
              from time to time by the Board of Directors of Shire Group (the
              "BOARD"). The Executive shall report to the Board.

       (b)    for no additional compensation, serve as the Chairman and/or Chief
              Executive Officer of any Affiliated Company, as that term is
              defined in Clause 14.1 herein if and so long as the Board so
              directs, perform and exercise the said duties and powers on behalf
              of any Affiliated Company and act as a director or other officer
              of any Affiliated Company; provided, in each case, that in
              connection with such position the Executive is provided with
              indemnification protection and Directors and Officers liability
              insurance coverage in accordance with Clause 4.1(j) hereof.


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

       (d)    devote his working time, attention, skill and efforts to the
              business and affairs of the Company, Shire US Inc., Shire Group
              and any Affiliated Company referred to in Clause 2.1(b), and shall
              not commence employment with, or serve as a consultant to, any
              other company (other than an Affiliated Company); provided,
              however, the foregoing shall not preclude the Executive from
              managing the Executive's investments and personal affairs and,
              with the consent of the Chairman of the Board, engaging in
              charitable and civic activities (including serving on the boards
              of directors of not-for-profit organizations) and serving on the
              boards of directors of for-profit entities, so long as such
              activities do not interfere with the Executive's performance of
              his duties hereunder;

       (e)    work principally at the Company's offices in North Carolina until
              such time as the Executive and the Company mutually agree on a
              different United States location, but will also conduct such
              business travel as is reasonably required to perform his duties
              and obligations under this Agreement;

       (f)    comply with Shire Group's written Code of Ethics Policy as in
              effect from time to time;

       (g)    protect, promote, develop and extend the business interests and
              reputation of Shire Group; and

       (h)    use all reasonable business efforts to comply with the lawful and
              reasonable written directions of the Board.

3.     FURTHER OBLIGATIONS OF THE EXECUTIVE

3.1    During the continuance of his employment the Executive 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
       more than three per cent (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 more than three per cent (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 recognized investment exchange (as defined by
       section 285(1)(a) of the UK Financial Services and Markets Act 2000),
       provided that nothing in this Clause 3.1


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       shall prevent the Executive from continuing to hold his current portfolio
       of investments in securities or from engaging in any of the activities
       set forth in Clause 2.1(d) hereof.

3.2    During the continuance of his employment the Executive shall in relation
       to any dealings in securities of Shire Group comply with applicable law
       and the regulations of any relevant stock exchanges affecting dealings in
       such securities.

4.     REMUNERATION AND BENEFITS

4.1    For all services rendered by the Executive in any capacity during the
       term of this Agreement to Shire Group and its Affiliated Companies,
       including as Chief Executive Officer of Shire Group and as Chairman of
       the Board of Directors and Chief Executive Officer of the Company and any
       Affiliated Company, and for his undertakings with respect to Intellectual
       Property, Restrictive Covenants and Confidential Information set forth in
       this Agreement, the Executive shall be entitled to the following during
       the continuance of his employment pursuant to this Agreement:

       (a)    The Company shall pay the Executive a salary at the rate of
              $935,018 per year, which shall accrue from day to day, payable in
              regular installments in accordance with the normal payroll
              practices of the Company, but no less frequently than monthly. The
              salary shall be subject to review for increases by the
              Remuneration Committee of the Board of Shire Group (the
              "COMMITTEE") not less than annually with effect from 1 January in
              each year (although such salary shall not necessarily be increased
              each year). The Executive's annual salary, as increased from time
              to time during the term of this Agreement, being hereafter
              referred to as the "BASE SALARY";

       (b)    Subject as stated below the Executive shall be entitled to receive
              a bonus from the Company in accordance with the rules and terms of
              Shire Group's bonus scheme in force from time to time, based on
              the achievement of performance goals determined in advance
              following discussion with the Executive. Such bonus, if any, shall
              be subject to a target bonus of fifty-five per cent (55%) of the
              Base Salary (such bonus, the "TARGET BONUS"), and a maximum bonus
              of one hundred per cent (100%) of Base Salary (such bonus, the
              "MAXIMUM BONUS"). Shire Group reserves the right to change any
              bonus terms from year to year consistent with this Clause 4.1(b).

       (c)    Eligibility for participation in Shire Group's Executive Share
              Option Scheme as from time to time in effect, subject to the terms
              and conditions of such scheme. If the Executive is at any time
              granted options pursuant to a share option scheme of Shire Group,
              those options shall be subject to the rules of that scheme as in
              force from time to time, which rules shall not




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              form part of this Agreement. Upon the Executive's termination by
              the Company without Cause or his resignation for Good Reason, any
              options previously granted to the Executive by the Company or any
              of the Affiliated Companies shall vest in full and remain
              exercisable for at least three years (but in no event beyond the
              original option term) following the later of such employment
              termination or vesting; provided, however, that to the extent the
              vesting of any such options is subject to the attainment of
              performance criteria, any such options that are unvested at the
              time of employment termination shall vest only when and if such
              criteria are satisfied (as if the Executive's employment had not
              terminated). The Executive shall receive annual grants of Shire
              Group share options that have a value upon grant at least equal to
              three times his Base Salary and of Shire Group long term
              performance options that have a value upon grant at least equal to
              his Base Salary.

       (d)    The Company shall pay the Executive a cash benefit of $30,000 per
              annum, representing the cash alternative to providing the
              Executive with a company car. This sum shall be payable in regular
              installments in accordance with the Company's normal payroll
              cycle. In addition to the cash benefit described above, the
              Company shall reimburse the Executive for fees reasonably incurred
              for ground transportation in connection with the performance of
              his duties hereunder in accordance with Clause 4.1(i).

       (e)    Participation in all health, welfare, savings and other Executive
              benefit and fringe benefit plans (including but not limited to
              health insurance, short term disability, long term disability, and
              dental insurance plans) in which other senior U.S.-based employees
              of Shire US Inc. participate during the term of this Agreement,
              subject in all events to the terms and conditions of such plans as
              in effect from time to time, including the right of Shire US Inc.
              to modify, terminate or amend any such plan. Life insurance shall
              be provided as discussed in Clause 4.1(f) below.

       (f)    Life insurance, which in the event of his death during the
              continuance of his employment shall pay to his eligible dependents
              (subject only to the discretion of the trustees of the appropriate
              policy) a lump sum equal to a minimum of four (4) times his then
              Base Salary. If such lump sum exceeds the aggregate amount
              permitted under the policies otherwise applicable to the
              Executive, an additional policy shall be purchased for the
              Executive to make up for such shortfall. The Executive will
              co-operate with the Company in any way reasonably necessary in
              order for the Company or an Affiliated Company to procure such
              life insurance, including but not limited to, submitting himself
              for such medical examination as may reasonably be required of him
              in connection therewith from time to time.

       (g)    Participation in Shire US Inc.'s 401(k) Savings Plan and
              Supplemental Executive Retirement Plan (SERP) or similar plans.
              The Company shall




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              contribute each year a total amount equal to thirty per cent (30%)
              of the Executive's Base Salary to one or more of a combination of
              retirement plans (including, without limitation, those set forth
              in the preceding sentence). Such contributions shall be in
              addition to the Executive's Base Salary. The contributions and
              timing of contributions shall be made in accordance with the
              applicable plan document provisions and applicable Internal
              Revenue Service limitations. Nothing in this Clause 4.1(g) shall
              preclude the Company from amending or terminating any such plan at
              any time.

       (h)    Thirty (30) working days paid vacation in each calendar year (in
              addition to the usual public holidays), or such greater number as
              may be available in accordance with Shire Group's policy from time
              to time to be taken at a time or times as shall be reasonably
              convenient to Shire Group. The Executive shall not be entitled to
              carry forward any annual holiday entitlement not taken by him for
              any reason from one holiday year to the next without the prior
              written consent of the Chairman of the Board (such consent not to
              be unreasonably withheld). Upon the termination of his employment,
              the Executive's entitlement to accrued holiday pay 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 of any holidays not taken in previous
              holiday years.

       (i)    Reimbursement of all reasonable business expenses properly
              incurred by the Executive in the performance of the Executive's
              duties hereunder, in accordance with usual and customary Shire
              Group policies. In addition, the Company will pay (i) all
              reasonable out-of-pocket attorneys' fees and financial advisory
              fees incurred by the Executive in connection with the evaluation
              and negotiation of this Agreement, and (ii) to the extent, if any,
              such payment would be taxable to the Executive, an additional
              amount to the Executive to place him in the same after-tax
              position he would have occupied had the Company not paid such
              fees. It is specifically agreed that the Executive shall be
              reimbursed for non-commercial flight expenses he reasonably incurs
              for travel in connection with the performance of his duties
              hereunder in an amount equal to the price prevailing on the date
              of travel for a first class ticket on a major carrier on the same
              route.

       (j)    The Company shall, and shall cause Shire US Inc., Shire Group, and
              each Affiliated Company for which the Executive serves as an
              officer or director, to indemnify the Executive and hold him
              harmless to the fullest extent permitted by laws applicable to
              such entity and such entity's organizational documents in respect
              to any and all actions, suits, proceedings, claims, demands,
              judgments, losses, damages and reasonable out-of-pocket costs and
              expenses (including reasonable out-of-pocket attorney's fees and
              expenses) resulting from the Executive's good faith




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              performance of his duties and obligations with such entity or as
              the fiduciary of any benefit plan of such entity. To the extent
              permitted by applicable laws and the applicable organizational
              documents of any such entity, the Company shall, and shall cause
              such entity, within 30 days of presentation of invoices, to
              reimburse the Executive for all reasonable out-of-pocket legal
              fees and disbursements reasonably incurred by the Executive in
              connection with any such indemnifiable matter. Directors' and
              Officers' insurance coverage for the benefit of the Executive, to
              the extent provided for the other officers and directors of Shire
              Group, shall cover the Executive in respect of acts or omissions
              committed during his employment hereunder, whether claims are made
              during or within the period of seven years after the termination
              of the employment hereunder.

       (k)    At all events, the Executive shall be entitled to participate in
              or receive benefits under each benefit plan or arrangement made
              available to the most senior executives of Shire Group or
              U.S.-based Affiliated Companies (including, without limitation,
              those relating to group medical, dental, long-term disability and
              life insurance) on terms no less favorable in the aggregate
              (without respect to the tax treatment of such benefits) than those
              applicable to any other such executive of Shire Group or any
              U.S.-based Affiliated Company, subject to and on a basis
              consistent with the terms, conditions and overall administration
              of such plans and to the extent legally permissible in light of
              the Executive's status as a director of a UK company, provided
              that nothing contained herein shall restrict Shire Group's (and
              such Affiliated Company's) right to modify, amend or terminate any
              such plan or arrangement.

5.     INTELLECTUAL PROPERTY

5.1    For the purposes of this Clause 5, the term "IPRS" means any and all
       patents, trade and service marks, unregistered design rights, registered
       design rights, trade and business names, copyrights (including copyright
       in software), database rights, topography rights and all other
       intellectual property rights (whether or not any of these is registered
       and including applications for registration of any such thing) and all
       rights or forms of protection of a similar nature or having equivalent or
       similar effect to any of these which may subsist anywhere in the world.

5.2    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 Shire Group and the
              Company full details of any such inventions, processes,
              improvements or other Works;



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       (b)    all IPRs in and to such Works owned by the Executive shall solely
              legally and beneficially vest in Shire Group immediately upon
              their creation without any payment to the Executive;

       (c)    the Executive hereby irrevocably and unconditionally waives, in
              favor of Shire Group, 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.

5.3    To the extent such rights and IPRs do not so vest in Shire Group, the
       Executive hereby (i) assigns to Shire Group 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 Shire Group all
       of the Executive's right, title and interest (including without
       limitation all IPRs) in the Works.

5.4    The Executive hereby irrevocably authorizes Shire Group 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 Shire Group the full benefit of the provisions of this Clause 5 and,
       where permissible, to obtain patent or other protection in respect of any
       of the Works in the name of Shire Group or Shire Group's nominee.

5.5    The Executive shall from time to time, both during his employment under
       this Agreement and thereafter, at the request and expense of Shire Group,
       promptly do all things and execute all documents reasonably necessary to
       give effect to the provisions of this Clause 5 including, without
       limitation, all things reasonably 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 Shire Group or Shire Group's nominee.

5.6    For the avoidance of doubt, the provisions of this Clause 5 shall apply
       to any rights (including, without limitation, any IPRs) in the Works
       arising in any jurisdiction, and the provisions of this Clause 5 shall
       apply in respect of any jurisdiction to the extent permitted by the
       directives, statutes, regulations and other laws of any such
       jurisdiction.

6.     CONFIDENTIALITY

6.1    The Executive shall not (other than in the good faith performance of his
       duties or with 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




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       employment hereunder or after its termination knowingly disclose or
       communicate to any person or use for his own benefit or the benefit of
       any person other than Shire Group, the Company or any Affiliated Company
       any confidential information which may come to his knowledge in the
       course of his employment hereunder concerning the business or finances of
       Shire Group or any of its Affiliated Companies including the Company or
       of any of its suppliers, agents, distributors or customers, and the
       Executive shall, during the continuance of his employment hereunder, use
       his best endeavors (and following any termination thereof his reasonable
       endeavors) to prevent the unauthorized 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 or under applicable law
       or the action of any court. Notwithstanding the foregoing, the Executive,
       Shire Group and the Affiliated Companies (and each employee,
       representative, or other agent of any party to this Agreement) may
       disclose to any and all persons, without limitation of any kind, the tax
       treatment and tax structure of the transactions contemplated by this
       Agreement, and all materials of any kind (including opinions or other tax
       analyses) related to such tax treatment and tax structure; provided that
       this sentence shall not permit any person to disclose the name of, or
       other information that would identify, any party to such transactions or
       to disclose confidential commercial information regarding such
       transactions.

6.2    All notes and memoranda of any trade secret or confidential information
       concerning the business of Shire Group, the Company or the Affiliated
       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 Shire Group and shall be surrendered by the Executive to someone duly
       authorized in that capacity at the termination of his employment or at
       the request of the Board at any time during the course of his employment.

6.3    Without prejudice to the generality of Clause 6.1 the following is, for
       the avoidance of doubt, a non-exhaustive list of matters which in
       relation to Shire Group and its Affiliated Companies are considered
       confidential and must be treated as such by the Executive (for the
       purposes of this Agreement):

       (a)    any trade secrets of Shire Group, the Company or any Affiliated
              Company;

       (b)    any information in respect of which Shire Group, the Company or
              any Affiliated 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



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

6.4    The Executive shall comply with any reasonable written policy produced by
       Shire Group 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 Shire
       Group, the Company or any Affiliated 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 5.1 and 5.2). For the purpose of this Clause,
       "media" shall include television (terrestrial, satellite and cable)
       radio, newspapers and other journalistic publications.

7.     TERMINATION OF EMPLOYMENT

7.1    The employment of the Executive shall be terminable by either the
       Executive or the Company, acting in accordance with the directions of the
       Board, giving to the other notice of termination in writing commencing at
       any time; provided, however, that a notice period of six months shall
       apply to any termination by the Executive without Good Reason.

7.2    Death or Disability. The Executive's employment hereunder shall terminate
       automatically upon the Executive's death and may be terminated by the
       Company, acting in accordance with the directions of the Board, due to
       the Executive's Disability; provided that prior to such Disability
       termination the Executive shall receive his full compensation and
       benefits hereunder. For purposes of this Agreement, "DISABILITY" shall
       mean the Executive's failure to perform his duties for Shire Group or the
       Company on a full-time basis for 180 days within any 270-day period by
       reason of mental or physical incapacity or illness. A termination for
       Disability shall be effective following 30 days' written notice by the
       Company to the Executive of termination due to Disability, provided that
       such notice is provided to the Executive at a time when he has satisfied
       the aforesaid criteria and continues to suffer from such Disability. In
       the case of the Executive's death or Disability, the Company shall pay to
       the Executive's beneficiaries or estate, as appropriate, (i) his then
       current accrued and unpaid Base Salary through the date of such event, as
       well as one hundred per cent (100%) of any accrued and unpaid bonus for
       any complete fiscal years preceding the year of termination, (ii) a pro
       rata portion of the Executive's bonus for the performance year in which
       the Executive's termination occurs (determined by multiplying the amount
       the Executive would have received had employment continued through the
       end of the performance year, as determined by the Committee in good
       faith, by a fraction, the numerator of which is the number of days during
       the performance year of termination that the Executive is employed by the
       Company



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       and the denominator of which is 365) (the "PRO RATA BONUS"), and (iii)
       other benefits and payments to which the Executive is then entitled at
       law or under any benefit program, including accrued but unpaid vacation
       or holiday pay, if any, and unreimbursed expenses.

7.3    Cause. The Executive may be terminated for Cause by the Company, acting
       in accordance with the directions of the Board, pursuant to this Clause
       7.3. For purposes of this Agreement, the Executive shall be subject to a
       termination for Cause only if he:

       (a)    willfully and intentionally commits any serious breach or, to the
              extent warned at least 30 days in advance by the Board in writing
              of the same, any persistent breach, of any of the material terms
              or conditions contained in this Agreement, but only if such breach
              has a material adverse impact on Shire Group economically or
              reputationally;

       (b)    is guilty of any willful gross misconduct in connection with the
              performance of his duties or the business or affairs of Shire
              Group, the Company or any Affiliated Company for which he is
              required to perform duties, which misconduct has a material
              adverse impact on Shire Group economically or reputationally; or

       (c)    is convicted of a felony (other than a traffic violation or by
              reason of vicarious liability) that impairs his ability
              substantially to perform his duties with Shire Group.

       For purposes of this Agreement, no act, or failure to act, on the
       Executive's part shall be considered "willful" or done "willfully" unless
       done, or omitted to be done, by the Executive not in good faith and
       without reasonable belief that the Executive's action or omission was in
       the best interest of Shire Group, the Company or any of the Affiliated
       Companies. The Executive shall not be deemed to have been terminated for
       Cause unless notice thereof is given in advance and until there shall
       have been delivered to the Executive a copy of a resolution duly adopted
       by the affirmative vote of not less than a majority of the entire
       membership of the Board at a meeting of the Board called and held for the
       purpose of making a determination of whether Cause for termination exists
       (after a reasonable opportunity for the Executive to be heard before the
       Board) finding that, in the good faith opinion of the Board, Cause as set
       forth above exists, and accompanied by a specification of the particulars
       thereof. Any termination of the Executive by the Company prior to the
       completion of the foregoing procedures shall be deemed to be a
       termination without Cause.

       In the case of the Executive's termination for Cause, the Company shall
       pay to the Executive (i) his then current accrued and unpaid Base Salary
       through the effective date of his termination as well as one hundred per
       cent (100%) of any accrued and unpaid bonus for any years preceding the
       year of termination (it



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       being expressly agreed that the Executive shall have no rights to receive
       a bonus in respect of the year in which termination occurs), and (ii)
       other benefits and payments to which the Executive is then entitled at
       law or under any benefit program, including accrued but unpaid vacation
       or holiday pay, if any, and unreimbursed expenses.

7.4    Without Cause; Good Reason. The Company, acting in accordance with the
       directions of the Board, may terminate the Executive's services hereunder
       without Cause, and the Executive may terminate his services hereunder for
       Good Reason, in either case at any time following the required written
       notice as set forth in Clause 7.1. "GOOD REASON" shall mean, without the
       Executive's consent, the occurrence of any of the following circumstances
       unless such circumstances are fully corrected prior to the expiration of
       the thirty (30) calendar day period following receipt by the Company and
       Shire Group of the Executive's notice (which notice shall be transmitted
       to the Company and Shire Group in the same manner) of the existence of
       circumstances that provide a basis for the Executive to terminate his
       employment for Good Reason, describing such circumstances in reasonable
       detail: (a) an adverse change in the Executive's title as Chief Executive
       Officer of Shire Group, as Chairman of the Board of Directors and Chief
       Executive Officer of the Company, or as Chairman of the Board of
       Directors of Shire US Inc., the Executive's involuntary removal from the
       Board of Directors of the Company, the Board, or Shire US Inc., or
       failure of the Executive to be elected to the Board of Directors of the
       Company, the Board or Shire US Inc., or the assignment to the Executive
       of duties, responsibilities or authority materially inconsistent
       therewith (in the case of any of the foregoing, other than by reason of
       the Executive's termination by the Company for Cause), (b) a substantial
       diminution in the Executive's duties, responsibilities or authority,
       taken as a whole (except during periods when the Executive is unable to
       perform all or substantially all of the Executive's duties or
       responsibilities as a result of the Executive's physical or mental
       incapacity), (c) a change in location of the Executive's office to a
       location more than 35 miles from its current location, or (d) a material
       breach of this Agreement or the Ratification and Guaranty, which breach
       remains uncured for 30 calendar days after written notice thereof by the
       Executive to the Company and to Shire Group. Notwithstanding the
       foregoing, the following shall not constitute "Good Reason": a one-time
       change in location of the Executive's office from North Carolina to
       either the Cincinnati, Ohio metropolitan area or the Rockville, Maryland
       metropolitan area, provided that in connection with such relocation the
       Executive's moving, house-hunting and temporary housing costs are fully
       covered by the Company at no after-tax cost to him, the Company protects
       him against a loss on the equity value of his North Carolina home, and,
       at the Executive's option, a third party relocation company (the
       "Facilitator") purchases such home in accordance with common practice.
       The equity loss protection described in the preceding sentence shall
       apply solely with respect to a sale of the home (i) to the Facilitator or
       (ii) to another party in a bona fide arm's length transaction, in either
       case within one year of such relocation. In the event the Company
       terminates the Executive's employment



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       without Cause, or the Executive terminates his employment for Good
       Reason, the Company shall pay or provide to the Executive (i) his then
       current accrued and unpaid Base Salary through the effective date of his
       termination as well as one hundred per cent (100%) of any accrued and
       unpaid bonus for any completed fiscal years preceding the year of
       termination, (ii) in a lump sum within 30 calendar days after such
       termination, an additional amount equal to one year of Base Salary plus,
       to be decided in the absolute discretion of the Committee, an amount in
       lieu of annual bonus (which may be up to an amount equal to the Target
       Bonus), (iii) the Pro Rata Bonus, (iv) an additional amount equal to
       thirty per cent (30%) of his Base Salary in lieu of Company contributions
       to the retirement plans in which the Executive participates pursuant to
       Clause 4.1(g) of this Agreement, (v) payment of the premiums for the
       Executive's continued medical and dental coverage under COBRA for one
       year following termination, provided, however, that such payment shall
       cease at such time as the Executive commences participation in a
       subsequent employer's group health plan, (vi) $30,000 in lieu of the
       Executive's car benefit pursuant to Clause 4.1(d) of this Agreement,
       (vii) an amount equal to the actual amount incurred by the Executive in
       premiums for the amount of life insurance coverage set out in Clause
       4.1(f) of this Agreement for the one-year period following termination;
       and (viii) other benefits and payments to which the Executive is then
       entitled at law or under any benefit program, including accrued but
       unpaid vacation or holiday pay, if any, and unreimbursed expenses.

7.5    Without Good Reason. The Executive may terminate his employment hereunder
       without Good Reason in accordance with the notice provision set forth in
       Clause 7.1. In the event the Executive terminates his employment without
       Good Reason, the Company shall pay to the Executive (i) his current
       accrued and unpaid Base Salary through the effective date of his
       termination as well as one hundred per cent (100%) of any accrued and
       unpaid bonus for any completed fiscal year preceding the year of
       termination (it being expressly agreed that the Executive shall have no
       rights to receive a bonus in respect of the year in which termination
       occurs) and (ii) other benefits and payments to which the Executive is
       then entitled at law or under any benefit program, including accrued but
       unpaid vacation or holiday pay, if any, and unreimbursed expenses.

7.6    Upon the termination of the Executive's employment (for whatever reason
       and howsoever arising):

       (a)    the Executive shall not take away, conceal or destroy, but shall
              immediately deliver up to Shire Group, 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 Shire Group, the Company or
              any Affiliated 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



                                       12
<PAGE>

              reproductions of any such documents) together with any other
              property belonging to Shire Group, the Company or any Affiliated
              Company which may then be in his possession or under his control;
              provided, however, that Shire Group shall thereafter make copies
              of any such items available to him, if necessary, in defending any
              claims as a result of his position as an officer and director of
              Shire Group, the Company or any of the Affiliated Companies;
              provided, further, that the Executive shall be permitted to retain
              (i) his personal rolodex, address book, and other similar items of
              a personal nature, and (ii) any materials provided to him in his
              capacity as a director of the Board, the Board of Directors of the
              Company, or the board of directors of any Affiliated Company, to
              the extent that the foregoing would apply to non-employee
              directors of such bodies if their service were to terminate at the
              same time as the Executive's employment termination;

       (b)    the Executive shall, 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 Shire Group, the Company and any
              Affiliated Company and from any other office held by him in Shire
              Group, the Company or any Affiliated 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 Shire Group is
              hereby irrevocably authorized 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 Affiliated Company; and

       (c)    For two years from and after the date of the Executive's
              employment termination, neither the Executive, on the one hand,
              nor the Company, Shire Group or any of the Affiliated Companies
              formally, an officer or member of the Board of Directors of the
              Company or an officer of Shire Group or member of the Board, on
              the other hand, shall, directly or indirectly, issue or
              communicate any public statement or statement likely to become
              public that is damaging to the other. The foregoing shall not
              prohibit any party (a) from disclosing that the Executive is no
              longer employed by the Company, Shire Group or any of its
              Affiliated Companies, (b) from responding truthfully to any
              governmental investigation or inquiry related thereto, or any
              other law, subpoena, court order or other compulsory legal process
              or disclosure requirement, or (c), in the case of the Executive,
              from making traditional competitive statements in the course of
              promoting a competing business, so long as any such statements
              made by the Executive are not based on confidential information
              obtained during the course of the Executive's employment with the
              Company.

8.     EXECUTIVE'S COVENANTS

8.1    Noncompetition. In further consideration of the compensation to be paid
       to the Executive hereunder, the Executive acknowledges that during the
       course of his



                                       13
<PAGE>

       employment with the Company and the positions he holds with Shire Group,
       Shire US Inc. and any of the Affiliated Companies, he has and shall
       continue to become familiar, with such entity's trade secrets and with
       other confidential information concerning Shire Group, the Company and
       any of the Affiliated Companies and that his services have been and shall
       be of special, unique and extraordinary value to Shire Group, the Company
       and any of the Affiliated Companies.

8.2    The Executive agrees that, during the Restricted Period (as defined in
       Clause 8.9), the Executive shall not, directly or indirectly, own any
       interest in, manage, control, participate in, consult with, render
       services for, or in any manner engage in any business which has a product
       (or which, within the following two years, is expected to have a product)
       that materially competes with the products of Shire Group as conducted or
       as proposed to be conducted (within the following two years) on the date
       on which the Executive's employment hereunder terminates and which
       generates (or is expected to generate within the following two years) at
       least ten per cent (10%) of Shire Group's annual revenues (any portion of
       an entity that so competes being referred to as a "COMPETITIVE
       BUSINESS"). In the event that any determination as to whether a business
       is a Competitive Business is unclear, the Executive and the Chairman
       shall discuss it in good faith.

8.3    Nothing contained in this Clause 8 shall prohibit the Executive from (i)
       providing services to any portion of an entity that is not a Competitive
       Business (unless such entity's Competitive Businesses account for forty
       per cent (40%) or more of the entity's overall annual revenues), or (ii)
       being a passive owner of not more than three per cent (3%) of the
       outstanding stock of any class of a corporation that is publicly traded,
       so long as the Executive has no active participation in the business of
       such corporation. In the event that any determination under (i) of the
       preceding sentence is unclear, the Executive and the Chairman shall
       discuss it in good faith.

8.4    Nonsolicitation. In further consideration of the compensation to be paid
       to the Executive hereunder, during the Restricted Period, the Executive
       shall not directly or indirectly, through another person or entity (other
       than, solely during the continuance of his employment hereunder, in
       connection with the Executive's performance of his duties to Shire Group,
       the Company and any of the Affiliated Companies (as such duties relate to
       the termination of employees that the Executive, in good faith,
       reasonably believes to be in the best interests of Shire Group, the
       Company and any of the Affiliated Companies)), induce or attempt to
       induce any employee of any such entity to leave the employ of such
       entity, or in any way interfere with the relationship between Shire
       Group, the Company and any of the Affiliated Companies and any employee
       thereof. The provisions of this Clause 8.4 shall not be violated by the
       Executive if the Executive acts as a reference for any such person or as
       a result of general advertising by a future employer of the Executive.



                                       14
<PAGE>

8.5    In further consideration of the compensation to be paid to the Executive
       hereunder, during the Restricted Period, the Executive shall not directly
       or indirectly, through another person or entity, other than in connection
       with the Executive's performance of his duties to Shire Group, the
       Company and any of the Affiliated Companies, hire any person who was an
       employee of Shire Group, the Company and any of the Affiliated Companies
       at any time during the three (3) months prior to such hiring. The
       provisions of this Clause 8.5 shall not be violated by the Executive if
       the Executive acts as a reference for any such person or as a result of
       general advertising by a future employer of the Executive.

8.6    In further consideration of the compensation to be paid to the Executive
       hereunder, during the Restricted Period, the Executive shall not directly
       or indirectly, through another person or entity (other than, solely
       during the continuance of his employment hereunder, in connection with
       the Executive's performance of his duties to Shire Group, the Company and
       any of the Affiliated Companies (as such duties relate to actions that
       the Executive, in good faith, reasonably believes to be in the best
       interests of Shire Group, the Company and any of the Affiliated
       Companies)), induce or attempt to induce any customer, supplier,
       licensee, licensor, franchisee or other business relation of Shire Group,
       the Company and any of the Affiliated Companies (such persons shall
       collectively be referred to as the "RESTRICTED PERSONS") to cease doing
       business with such entity, or in any way interfere with the relationship
       between any such Restricted Persons and Shire Group, the Company and any
       of the Affiliated Companies. The provisions of this Clause 8.6 shall not
       be violated by the Executive if the Executive acts as a reference for any
       such person or as a result of general advertising by a future employer of
       the Executive.

8.7    The obligations imposed on the Executive by this Clause 8 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.

8.8    It is agreed between the parties that whilst the restrictions set out in
       this Clause 8 are considered fair and reasonable for the protection of
       the Company's, Shire Group and its Affiliated Companies' 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 periods of time, geographical limits or ranges
       or activities set out in this Clause 8 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 8
       valid and enforceable.

8.9    The "RESTRICTED PERIOD" is the continuance of his employment hereunder
       and for one year thereafter.



                                       15
<PAGE>

9.     CHANGE OF CONTROL

9.1      For the purposes of this Clause 9:

       (a)    "RELEVANT EVENT" means either:

              (i)    the termination by the Company in accordance with the
                     directions of the Board of the Executive's employment
                     (other than for Cause); or

              (ii)   the Executive's Good Reason termination,

              in contemplation of, or within the period of 12 months following
              the date of a Change of Control.

       (b)    "CHANGE OF CONTROL" means, where any person (other than any
              Affiliated Company) either alone or together with any person
              acting in concert with him obtains "control" of Shire Group as
              defined in section 840 of the Income and Corporation Taxes Act
              1988.

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

       (a)    the value of his then current Base Salary for the period of one
              year;

       (b)    an amount in lieu of annual bonus (which may be up to an amount
              equal to the Maximum Bonus) to be decided in the absolute
              discretion of the Committee;

       (c)    $30,000 in lieu of the Executive's car benefit pursuant to Clause
              4.1(d) of this Agreement;

       (d)    payment of the premiums for the Executive's continued medical and
              dental coverage under COBRA for one year following termination;
              provided, however, that such payment shall cease at such time as
              he commences participation in a subsequent employer's group health
              plan;

       (e)    an amount equal to the actual amount incurred by the Executive in
              premiums for the amount of life insurance coverage set out in
              Clause 4.1(f) of this Agreement for the one year period following
              termination;

       (f)    an amount equal to thirty per cent (30%) of the Executive's Base
              Salary in lieu of the Company's contributions to the retirement
              plans in which the Executive participates pursuant to Clause
              4.1(g) of this Agreement; and

       (g)    the Pro Rata Bonus.



                                       16
<PAGE>

       In addition, upon the occurrence of a Relevant Event and to the extent
       permissible under the rules of the applicable equity scheme or
       arrangement and applicable law, all options, restricted stock, and other
       equity awards issued to the Executive relating to shares of the Company,
       Shire Group, or any Affiliated Company shall vest in full and become
       immediately exercisable, and shall remain exercisable by the Executive
       through the remainder of the original term of such awards, subject to
       earlier termination in accordance with the rules of the applicable scheme
       (other than items relating to a termination of employment). Upon the
       occurrence of a Relevant Event the Executive shall also receive any other
       benefits and payments to which he is then entitled at law or under any
       benefit program, including accrued but unpaid vacation or holiday pay, if
       any, and unreimbursed expenses.

9.3    Exhibit A attached hereto shall apply to payments and benefits provided
       to the Executive in accordance with its terms.

10.    DIRECTORSHIP

       The Executive shall not, save at the request or with the consent of the
       Board, or in connection with a voluntary termination of employment:

       (a)    voluntarily resign as a director of Shire Group or the Company;

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

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

       in each case, provided that with respect to such directorship the
       Executive has the indemnification protection and liability insurance
       coverage set forth in Clause 4.1(j) hereof.

11.    DATA PROTECTION

       The Executive consents to Shire Group, the Company or any Affiliated
       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 laws and regulations. The Executive also
       consents to the transfer of such personal information to other offices
       the Company may have or to an Affiliated 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.



                                       17
<PAGE>

12.    NOTICES

12.1   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, is sent by first class registered or recorded
       delivery pre-paid post (air mail if overseas), is sent by internationally
       recognized private express courier (such as DHL, FedEx, TNT or UPS), or
       is transmitted by fax with the sender retaining a confirmatory receipt of
       such transmission, addressed, as applicable, to the attention of (i) the
       Company's Corporate Secretary, with a copy to the attention of the
       General Counsel of Shire Group, at each such entity's registered office,
       or (ii) the Executive at his address of record, as reported to the
       Company's Human Resources Department from time to time.

12.2   Any notice sent by post shall be deemed (in the absence of evidence of
       earlier receipt) to be received three (3) days after posting or sending
       by express courier (six (6) days if sent by air mail and one (1) day if
       transmitted by fax) and in proving the time such notice was sent it 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 13.1.

13.    MISCELLANEOUS

13.1   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. Shire
       Group hereby warrants that the individuals signing this Agreement and the
       attached Guaranty on behalf of Shire Group, the Company, and any
       Affiliated Company are duly authorized to do so without any further
       action required and that this Agreement (and Guaranty) shall be
       enforceable upon execution.

13.2   This Agreement supersedes all previous agreements of a similar nature
       between the parties or any Affiliated Company, including without
       limitation, any term sheet prepared in connection with the Executive's
       employment hereunder. This Agreement contains the entire understanding of
       the parties and of the Executive and Shire Group and any other Affiliated
       Companies with respect to employment of Executive by the Company. There
       are no restrictions, agreements, promises, warranties, covenants or
       undertakings between the parties and between the Executive and Shire
       Group and any other Affiliated Companies with respect to the subject
       matter herein other than those expressly set forth herein. This Agreement
       may not be altered, modified, or amended except by written instrument
       signed by the parties hereto and specifically approved by the Committee.

13.3   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



                                       18
<PAGE>

       provided at the entire discretion of the Company and shall not form part
       of the Executive's contract of employment.

13.4   In the event that one or more of the provisions of this Agreement shall
       be or become invalid, illegal or unenforceable in any respect, the
       validity, legality and enforceability of the remaining provisions of this
       Agreement shall not be affected thereby.

13.5   Except where prohibited by law, all amounts payable to the Executive
       hereunder shall be subject to required tax withholding but shall
       otherwise not be subject to offset.

13.6   This Agreement may be signed in counterparts, each of which shall be an
       original, with the same effect as if the signatures thereto and hereto
       were upon the same instrument.

13.7   The Company will provide the Executive with paid financial and tax
       counseling in an amount equal to the actual costs incurred but (subject
       to the next sentence) not to exceed $30,000 per year, plus an additional
       amount to place the Executive in the same after-tax position he would
       have occupied had he not received such amount. Such financial and tax
       counseling benefits will be no less favorable than those provided to
       other senior executives of Shire Group.

13.8   Unless otherwise indicated, all amounts referred to in this Agreement are
       denominated in United States dollars.

14.    DEFINITIONS AND INTERPRETATION

14.1   In this Agreement, a reference to "AFFILIATED COMPANY" means Shire
       Pharmaceuticals Group plc and any entity that is from time to time a
       direct or indirect subsidiary (as "subsidiary" is defined in Section 424
       of the Internal Revenue Code of 1986, as amended) of Shire
       Pharmaceuticals Group plc, including the Company.

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

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

14.4   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.



                                       19
<PAGE>

14.5   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.

14.6   Except in the instances where equitable relief is specifically authorized
       hereunder, any dispute arising under or in connection with this Agreement
       shall be resolved by binding arbitration conducted before one (1)
       arbitrator sitting in New York, in accordance with the rules and
       regulations of the American Arbitration Association. Judgment upon the
       award rendered by the arbitrator may be entered in any court having
       jurisdiction thereof. In the event Executive shall be determined by the
       arbitrator to have prevailed in such arbitration, the Company shall pay
       the costs and legal fees and disbursements incurred by Executive in such
       arbitration and preparation therefor. This Agreement is governed by and
       shall be construed in accordance with the laws of the State of Delaware
       and in enforcing the decision of any arbitration hereunder or in seeking
       equitable relief the parties to this Agreement hereby submit to the
       exclusive jurisdiction of the Federal and State Courts domiciled in the
       State of New York.

14.7   Without effect as to the survival of any other provisions of this
       Agreement intended to survive the termination or expiration of the
       Executive's employment, the obligations contained in Clauses 4.1(c),
       4.1(h), 4.1(j), 5, 6, 7, 8, 9, 11, 12, and 14 hereof shall survive the
       termination or expiration of the Executive's employment with the Company.




                                       20
<PAGE>
                                                                  EXECUTION COPY

IN WITNESS whereof this Agreement has been executed on the date first above
written.


SHIRE EXECUTIVE SERVICES INC.            EXECUTIVE


Officer:
          --------------------------     ---------------------------

Title:                                   Mr. Matthew Emmens
          --------------------------




<PAGE>



                                    EXHIBIT A

       (a) Anything in this Agreement to the contrary notwithstanding, in the
event it shall be determined that the Executive shall become entitled to
payments and/or benefits provided by this Agreement or any other amounts in the
"nature of compensation" (whether pursuant to the terms of this Agreement or any
other plan, arrangement or agreement with the Company or any affiliate, any
person whose actions result in a change of ownership or effective control of the
Company covered by Section 280G(b)(2) of the Code or any person affiliated with
the Company or such person) as a result of such change in ownership or effective
control of the Company (each, a "PAYMENT") would be subject to the excise tax
imposed by Section 4999 of the code or any interest or penalties are incurred by
the Executive with respect to such excise tax (such excise tax, together with
any such interest and penalties, are hereinafter collectively referred to as the
"EXCISE TAX"), then the Executive shall be entitled to receive an additional
payment (a "GROSS-UP PAYMENT") in an amount such that after payment by the
Executive of all taxes (including any interest or penalties imposed with respect
to such taxes), including, without limitation, any income taxes (and any
interest and penalties imposed with respect thereto) and Excise Tax imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

       (b) Subject to the provisions of paragraph (c), all determinations
required to be made under this Exhibit A, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by a nationally
recognized accounting firm (the "ACCOUNTING FIRM") which shall provide detailed
supporting calculations both to the Company and the Executive within 15 business
days of the receipt of notice from the Executive that there has been a Payment,
or such earlier time as is requested by the Company. The Accounting Firm shall
be jointly selected by the Company and the Executive and shall not, during the
two years preceding the date of its selection, have acted in any way on behalf
of the Company or its affiliated companies. If the Company and the Executive
cannot agree on the firm to serve as the Accounting Firm, then the Company and
the Executive shall each select a nationally recognized accounting firm and
those two firms shall jointly select a nationally recognized accounting firm to
serve as the Accounting Firm. All fees and expenses of the Accounting Firm shall
be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to
this Exhibit A, shall be paid by the Company to the Executive within five days
of the receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by the Executive, it shall furnish the
Executive with a written opinion that failure to report the Excise Tax on the
Executive's applicable federal income tax return would not result in the
imposition of a negligence or similar penalty. Any determination by the
Accounting Firm shall be binding upon the Company and the Executive. As a result
of the uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible that
a Gross-Up Payment which will not have been made by the Company should have been
made ("UNDERPAYMENT"), consistent with the calculations required to be made
hereunder. In the event that the Company exhausts its remedies pursuant to
paragraph (c) hereof and the Executive thereafter is required to make a payment
of any Excise Tax, the Accounting Firm shall determine the amount of the
Underpayment that has occurred and any such Underpayment shall be promptly paid
by the Company to or for the benefit of the Executive.


<PAGE>

       (c) The Executive shall notify the company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is informed
in writing of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The Executive
shall not pay such claim prior to the expiration of the 30-day period following
the date on which he or she gives such notice to the Company (or such shorter
period ending on the date that any payment of taxes with respect to such claim
is due). If the Company notifies the Executive in writing prior to the
expiration of such period that it desires to contest such claim, the Executive
shall:

       (i) give the Company any information reasonably requested by the Company
       relating to such claim,

       (ii) take such action in connection with contesting such claim as the
       Company shall reasonably request in writing from time to time, including,
       without limitation, accepting legal representation with respect to such
       claim by an attorney reasonably selected by the Company,

       (iii) cooperate with the Company in good faith in order effectively to
       contest such claim, and

       (iv) permit the Company to participate in any proceedings relating to
       such claim; provided, however, that the Company shall bear and pay
       directly all costs and expenses (including additional interest and
       penalties) incurred in connection with such contest and shall indemnify
       and hold the Executive harmless, on an after-tax basis, for any Excise
       Tax or income tax (including interest and penalties with respect thereto)
       imposed as a result of such representation and payment of costs and
       expenses. Without limitation on the foregoing provisions of this
       paragraph (c), the Company shall control all proceedings taken in
       connection with such contest and, at its sole option, may pursue or
       forego any and all administrative appeals, proceedings, hearings and
       conferences with the taxing authority in respect of such claim and may,
       at its sole option, either direct the Executive to pay the tax claimed
       and sue for a refund or contest the claim in any permissible manner, and
       the Executive agrees to prosecute such contest to a determination before
       any administrative tribunal, in a court of initial jurisdiction and in
       one or more appellate courts, as the Company shall determine; provided,
       however, that if the Company directs the Executive to pay such claim and
       sue for a refund, the Company shall advance the amount of such payment to
       the Executive, on an interest-free basis and shall indemnify and hold the
       Executive harmless, on an after-tax basis, from any Excise Tax or income
       tax (including interest or penalties with respect thereto) imposed with
       respect to such advance or with respect to any imputed income with
       respect to such advance; and further provided that the Executive shall
       not be required by the Company to agree to any extension of the statute
       of limitations relating to the payment of taxes for the taxable year of
       the Executive with respect to which such contested amount is claimed to
       be due unless such extension is limited solely to such contested amount.
       Furthermore, the Company's




<PAGE>

       control of the contest shall be limited to issues with respect to which a
       Gross-Up Payment would be payable hereunder and the Executive shall be
       entitled to settle or contest, as the case may be, any other issue raised
       by the Internal Revenue Service or any other taxing authority.

       (d) If, after the receipt by the Executive of an amount advanced by the
Company pursuant to paragraph (c) hereof, the Executive becomes entitled to
receive any refund with respect to such claim, the Executive shall (subject to
the Company's complying with the requirements of paragraph (c) hereof) promptly
pay to the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by the
Executive of an amount advanced by the Company pursuant to paragraph (c) hereof,
a determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
of 30 days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall offset,
to the extent thereof, the amount of Gross-Up Payment required to be paid.

       (e) If, pursuant to regulations issued under Section 280G or 4999 of the
Code, the Company and the Executive were required to make a preliminary
determination of the amount of an excess parachute payment and thereafter a
redetermination of the Excise Tax is required under the applicable regulations,
the parties shall request the Accounting Firm to make such redetermination. If
as a result of such redetermination an additional Gross-Up Payment is required,
the amount thereof shall be paid by the Company to the Executive within five
days of the receipt of the Accounting Firm's determination. If the
redetermination of the Excise Tax results in a reduction of the Excise Tax, the
Executive shall take such steps as the Company may reasonably direct in order to
obtain a refund of the excess Excise Tax paid. If the Company determines that
any suit or proceeding is necessary or advisable in order to obtain such refund,
the provisions of paragraph (c) hereof relating to the contesting of a claim
shall apply to the claim for such refund, including, without limitation, the
provisions concerning legal representation, cooperation by the Executive,
participation by the Company in the proceedings and indemnification by the
Company. Upon receipt of any such refund, the Executive shall promptly pay the
amount of such refund to the Company. If the amount of the income taxes
otherwise payable by the Executive in respect of the year in which the Executive
makes such payment to the Company is reduced as a result of such payment, the
Executive shall, no later than the filing of his income tax return in respect of
such year, pay the amount of such tax benefit to the Company. In the event there
is a subsequent redetermination of the Executive's income taxes resulting in a
reduction of such tax benefit, the Company shall, promptly after receipt of
notice of such reduction, pay to the Executive the amount of such reduction. If
the Company objects to the calculation or recalculation of the tax benefit, as
described in the preceding two sentences, the Accounting Firm shall make the
final determination of the appropriate amount. The Executive shall not be
obligated to pay to the Company the amount of any further tax benefits that may
be realized by him or her as a result of paying to the Company the amount of the
initial tax benefit.


<PAGE>


                                    EXHIBIT B

                            RATIFICATION AND GUARANTY

       Shire Pharmaceuticals Group plc and Shire US Inc. (each, a "GUARANTOR")
hereby confirm and ratify the Agreement and agree (i) to the provisions thereof
and (ii) to be bound by such provisions. For value received and to induce the
Executive to enter into the foregoing Agreement with the Company, each
Guarantor, jointly and severally, hereby irrevocably guarantees to the Executive
the prompt performance and payment of all obligations of the Company to the
Executive under the Agreement. This is a guarantee of performance and payment
and not of collection. The obligations of each Guarantor under this guarantee
shall not be affected or impaired by reason of the happening from time to time
of any of the following with respect to the Agreement: (i) the waiver by the
Executive or the Company of the performance or observance of any provision of
the Agreement; (ii) the modification or amendment (whether material or
otherwise) of any of the obligations of the Company or the Executive under the
Agreement; (iii) any failure, omission or delay on the part of the Executive to
enforce, assert or exercise any right conferred on the Executive in the
Agreement or otherwise; or (iv) any bankruptcy, insolvency or reorganization of,
any arrangement or assignment for benefit of creditors, by or any trusteeship
with respect to, to the Company or any of its assets. Each Guarantor
specifically agrees to be subject to the arbitration and dispute resolution
procedures set forth in Section 15.6 of the Agreement and to the jurisdiction of
the state and federal courts in the State of New York, agrees to be bound by an
arbitrator's determinations in any arbitration by the Company and the Executive,
agrees not to assert arguments of forum non conveniens and agrees that service
upon it may be made by registered mail, return receipt requested. Each Guarantor
shall require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all its business, assets or
stock to expressly assume this guarantee in a writing delivered to the Executive
and to fulfill the obligations hereunder as if no succession had taken place.
Notwithstanding anything herein to the contrary, the obligations of Shire
Pharmaceuticals Group plc under this Ratification and Guaranty shall not apply
to any extent satisfaction of such obligations would cause Sections 310 or 311
of the UK Companies Act of 1985 to be violated.

                               SHIRE PHARMACEUTICALS GROUP PLC


                               By:
                                      ------------------------------------
                                      Name:
                                      Title:


                               SHIRE US INC.


                               By:
                                      ------------------------------------
                                      Name:
                                      Title: