Exhibit 10.02


 


 





	 	5
    The North Colonnade
	 	Canary
    Wharf
	 	London
    E14 4BB
	 	United
    Kingdom
	 	 
	PRIVATE
    AND CONFIDENTIAL	Tel    +44
    (0)20 7623 2323
	 	 
	Shire
    plc (the “Company”)	 
	5
    Riverwalk	barclays.com
	Citywest
    Business Campus	 
	Dublin
    24	 
	Ireland	 


 


For the attention of: Thomas Greene


 


20th November
2015


 


SHIRE PLC - CONSENT REQUEST APPROVAL NOTICE


 


		1.	We refer to:



 


		(A)	the US$2,100,000,000 multicurrency revolving and swingline facilities agreement dated 12 December
2014 between, among others, the Company as an Original Borrower and an Original Guarantor and Barclays Bank PLC as Facility Agent
(the “Facilities Agreement”); and



 


		(B)	your letter to us dated 4 November 2015 in which you requested that the Majority Lenders agree
to amendments of certain provisions of the Facilities Agreement (the “Consent Request”).



 


		2.	Unless otherwise defined, terms and expressions defined in the
Facilities Agreement or in the Consent Request shall have the same meaning when used in this letter. 



 


		3.	We confirm that we have received the consent of the Majority
Lenders to the First Requested Amendment and the Second Requested Amendment (the “Approved Amendments”)
and consequently that the Approved Amendments shall, provided that you and the other Obligors sign, date and return to us a copy
of this letter in accordance with paragraph 1.3 of the Consent Request, become effective immediately and automatically, and from
that date the Facilities Agreement and the Consent Request shall be read and construed as one document to the extent of the Approved
Amendments.



 


		4.	Please confirm your agreement to the terms of this letter by
signing, dating and returning a copy thereof. 



 


		5.	This letter may be executed in any number of counterparts and
this has the same effect as if the signatures on the counterparts were on a single copy of this letter. 



 


		6.	This letter is a Finance Document. 



 


		7.	The provisions of clause 46 (Governing law) and
clause 47 (Enforcement) of the Facilities Agreement are incorporated into this letter as though they were set out in full,
except that references to the Facilities Agreement are to be construed as references to this letter.



 


Yours faithfully


 


	/s/ Chris Ketchen


for and on behalf of

Barclays Bank PLC

as Facility Agent, for itself and on behalf of each of the Finance Parties


 


 


 





Barclays Bank PLC, Authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority

Registered in England, Registered No. 1026167, Registered office: 1 Churchill Place, London E14 5HP  




    


    2


    

 


SHIRE PLC CONSENT REQUEST APPROVAL
NOTICE SIGNATURE PAGE


 


 


Acknowledged
and agreed


 


 


 


	/s/ Jeff Poulton


for and on behalf of

Shire plc


 


 


 


	/s/ Tom Greene


for and on behalf of

Shire Global Finance


 


 


 


	/s/ Tom Greene


for and on behalf of

Shire Biopharmaceuticals Holdings


 


 


 


	/s/ Leo de Waal


for and on behalf of

Shire Holdings Europe No. 2 S.à r.l.


 


 


 


	/s/ Leo de Waal


for and on behalf of

Shire Holdings Luxembourg S.à r.l.


 


 


 


	/s/ Michael Garry


for and on behalf of

Shire Pharmaceutical Holdings Ireland Limited


 


 


 


 


 








	Date: 25th November
2015	532294668