Exhibit 10.12



THIS AGREEMENT is made the 10th day of March 2004

B E T W E E N:

(1)      SHIRE PHARMACEUTICALS GROUP PLC (registered number 2883758) a company
         incorporated in and under the laws of England and Wales and having its
         registered office at Hampshire International Business Park, Chineham,
         Basingstoke, Hampshire, RG24 8EP (the "Company"); and

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

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

1.       COMMENCEMENT AND TERM

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

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

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

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

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

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


<PAGE>
                                       2


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

                 in each case divided by 12 (twelve).

2.       OBLIGATIONS DURING EMPLOYMENT

2.1      The Executive shall during the continuance of his employment:

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

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

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

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

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

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

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

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


<PAGE>
                                       3


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

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

3.       FURTHER OBLIGATIONS OF THE EXECUTIVE

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

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

3.3      During the continuance of his employment the Executive:

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

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

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


<PAGE>
                                       4


4.       REMUNERATION

4.1      The Company shall pay to the Executive with effect from 1 January 2004
         a basic salary (which shall accrue from day to day) at the rate of
         (pound)357,000 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). The salary shall be payable by equal
         monthly instalments in arrears on the last day of each calendar month
         and shall be subject to review by the Remuneration Committee not less
         than annually with effect from 1 January in each year.

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

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

5.       INCENTIVE SCHEMES

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

6.       PENSION SCHEME

6.1      The Company shall contribute an amount equal to 25% of the Executive's
         salary hereunder from time to time to such pension scheme as the
         Executive shall specify. Such contributions shall be made monthly at
         the date when salary is paid hereunder. Such contributions shall be in
         addition to the Executive's basic salary.


<PAGE>
                                       5


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

7.       INSURANCES

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

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

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

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

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

8.       OTHER BENEFITS

8.1      Subject to clause 8.2 below the Company shall at the Executive's
         option provide the Executive with either:
<PAGE>
                                       6



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

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

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

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

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

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

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

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

8.6      The Executive shall take good care of the car and ensure that the
         provisions and conditions of any insurance policy relating to it are
         observed and shall return the car and its keys to the Company at its
         registered office (or any other place the Company


<PAGE>
                                       7


         may reasonably nominate) immediately upon the termination of his
         employment hereunder.

9.       EXPENSES

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

10.      HOLIDAYS

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

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

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

11.      INCAPACITY

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

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

<PAGE>
                                       8


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

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

12.      INTELLECTUAL PROPERTY

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

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

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

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

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

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

12.3     To the extent such rights and IPRs do not so vest in the Company, the
         Executive hereby (i) assigns to the Company all future copyright,
         database rights and unregistered design rights in the Works and (ii)
         in respect of all other rights and IPRs agrees to assign to the
         Company all of the Executive's right, title and interest (including
         without limitation all IPRs) in the Works.

<PAGE>
                                       9


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

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

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

13.      CONFIDENTIALITY

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

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


<PAGE>
                                      10


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

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

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

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

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

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

14.      TERMINATION OF EMPLOYMENT

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

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

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

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

         (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);

<PAGE>
                                      11

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

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

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

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

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

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

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

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

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

<PAGE>
                                      12


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

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

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

15.      EXECUTIVE'S COVENANTS

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

15.2     In this Clause 15:

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

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


<PAGE>
                                      13


                  Associated Company could occur if such customer ceased or
                  reduced its business with the Company or any Associated
                  Company;

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

         (d)      "RESTRICTION DATE" means the date of termination of this
                  Agreement.

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

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

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

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

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

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

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



<PAGE>
                                      14


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

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

16.      CHANGE OF CONTROL

16.1     For the purposes of this Clause 16:

         (a)      "RELEVANT EVENT" means either:

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

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

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

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

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

         (a)      the value of his then current rate of basic salary for the
                  period of 1 (one) year; and

         (b)      an amount in lieu of annual bonus to be decided at the
                  absolute discretion of the Remuneration Committee up to the
                  maximum bonus, based on 100%



<PAGE>
                                      15


                  achievement of group and personal objectives for the bonus
                  year in 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 Executive of
                  the provision of the benefits due under Clauses 7 and 8 of
                  this Agreement for the period of notice to the Executive.

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

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

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

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

17.      DISCIPLINARY AND GRIEVANCE PROCEDURES

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

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

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

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

<PAGE>
                                      16


18.      DIRECTORSHIP

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

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

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

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

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

19.      DATA PROTECTION

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

20.      NOTICES

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

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


<PAGE>
                                      17


21.      MISCELLANEOUS

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

21.2     This Agreement supersedes the service agreement between the parties
         dated 17 December, 2002, 30 December 1998 and the letter from the
         Company to the Executive dated 12 August 2002 which shall cease to
         have effect.

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

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

22.      DEFINITIONS AND INTERPRETATION

22.1     In this Agreement:

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

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

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

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

<PAGE>
                                      18



         "REMUNERATION COMMITTEE"  means the remuneration committee of the
                                   Board from time to time.

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

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

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

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

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

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

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

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


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


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


<PAGE>
                                      19




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

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

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

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

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

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

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

<PAGE>




                              Dated 10 March 2004




                      (1) SHIRE PHARMACEUTICALS GROUP PLC

                                    - and -

                               (2) DR J W TOTTEN








                  - - - - - - - - - - - - - - - - - - - - - -

                               SERVICE AGREEMENT

                  - - - - - - - - - - - - - - - - - - - - - -