Exhibit 4.4


PROVISIONS ATTACHING TO THE EXCHANGEABLE SHARES 

OF SHIRE ACQUISITION INC.


     The Exchangeable Shares of Shire Acquisition Inc.
shall have the following rights, privileges, restrictions and conditions: 



ARTICLE 1 

          INTERPRETATION




	
1.1	
For the purposes of these share provisions:    
	 
	 	
“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession by another Person,
directly or indirectly, of the power to direct or cause the direction of the management and policies of that first mentioned Person, whether through the ownership of voting securities, by contract or otherwise.       
	 
	 	
“BioChem” means Shire BioChem Inc. (formerly BioChem Pharma Inc.), a corporation existing under the laws of Canada. 
	 
	 	
“Board of Directors” means the board of directors of the Corporation.       
	 
	 	
“Business Day” means any day on which banks are not required or authorized to close in the City of Montreal, Canada, the City of London,
England and the City of New York, U.S.A. 
	 
	 	
“CallCo” means 3829359 Canada Inc., a corporation existing under the laws of Canada and being a wholly-owned subsidiary of
Shire.   
	 
	 	
“CallCo Call Notice” has the meaning ascribed to that term in Section 6.3 of these share provisions.        
	 
	 	
“Canadian Dollar Equivalent” means, in respect of an amount expressed in a currency other than Canadian dollars (the “Foreign Currency Amount”) at any date, the product obtained by multiplying: (a) the Foreign Currency Amount, by (b) the noon spot exchange rate on such date for such foreign currency
expressed in Canadian dollars as reported by the Bank of Canada or, in the event such spot exchange rate is not available, such spot exchange rate an such date for such foreign currency expressed in Canadian dollars as may be deemed by the Board of
Directors to be appropriate for such purpose.    
	 
	 	
“CBCA” means the Canada Business Corporations Act. 
	 
	 	
“Circular” means the management information circular including the appendices thereto, dated September 12, 2005.    
	 












     


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        	 	“Common
                              Share” means
                              a share in the class of common shares in the capital
                              of the Corporation. 

                “Corporation” means
                         Shire Acquisition Inc. (formerly 3829341 Canada Inc.),
                         a corporation existing under the laws of Canada and
                         being a wholly-owned subsidiary of Shire. 

                “Current
                              Market Price” means,
                              in respect of a Shire Ordinary Share on any date,
                              the Canadian Dollar Equivalent of the average of
                              the closing prices of Shire Ordinary Shares during
                              a period of 20 consecutive trading days ending
                              not more than three trading days before such date
                              on the LSE, or, if the Shire Ordinary Shares are
                              not then admitted to the official list of the UKLA
                              and to trading on they LSE, on such other stock
                              exchange or automated quotation system on which
                              the Shire Ordinary Shares are listed or quoted,
                              as the case may be, as may be selected by the Board
                              of Directors for such purpose; provided, however,
                              that if in the opinion of the Board of Directors
                              the public distribution or trading activity of
                              Shire Ordinary Shares during such period does not
                              create a market which reflects the fair market
                              value of a Shire Ordinary Share, then the Current
                              Market Price of a Shire Ordinary Share shall be
                              determined by the Board of Directors, in good faith
                              and in its sole discretion, and provided further
                              that any such selection, opinion or determination
                              by the Board of Directors shall be conclusive and
                              binding. 

                “Date
                              of Arrangement” means
                              the date shown on the certificate of arrangement
                              which was issued by the Director under the CBCA
                              and gave effect to the arrangement of BioChem under
                              Section 192 of the CBCA. 

                “Dividend
                              Amount” means
                              the full amount of all declared and unpaid dividends
                              on each Exchangeable Share held by a particular
                              holder on a specified date. 

                “Effective
                              Date” has
                              the meaning ascribed to such term in the Plan of
                              Arrangement. 

                “Entity” means
                         any corporation (including any non-profit corporation),
                         general partnership, limited partnership, limited liability
                         partnership, joint venture, estate, trust, company (including
                         any company limited by shares, limited liability company
                         or joint stock company), firm, society or other enterprise,
                         association, organization or entity. 

                “Exchange
                              Agent” means
                              National Bank Trust at its offices at the addresses
                              set out in the Letter of Transmittal and Election
                              Form in its capacity as an exchange agent for the
                              common shares of the share capital of BioChem under
                              the Plan of Arrangement or such other trust company
                              or other Entity that Shire may, in its reasonable
                              discretion, choose as exchange agent. 

                “Exchange
                              Date” has
                              the meaning ascribed to that term in Section 8.3(b)
                              of these share provisions. 

                “Exchangeable
                              Share” means
                              a share in the class of non-voting exchangeable
                              shares in the capital of the Corporation having
                              the rights, privileges, restrictions and conditions
          set forth herein.













     


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	 	“Exchangeable
                              Share Support Agreement” means
                              the Exchangeable Share Support Agreement among
                              Shire, CallCo and the Corporation, to be entered
                              into in connection with the Reorganization. 

                “Exchangeable
                              Share Voting Event” means
                              any matter in respect of which holders of Exchangeable
                              Shares are entitled to vote as shareholders of
                              the Corporation, other than an Exempt Exchangeable
                              Share Voting Event, and, for greater certainty,
                              excluding any matter in respect of which holders
                              of Exchangeable Shares are entitled to vote (or
                              instruct the Trustee to vote) in their capacity
                              as Beneficiaries under (and as that term is defined
                              in) the Voting and Exchange Trust Agreement. 

                “Exempt
                              Exchangeable Share Voting Event” means
                              any matter in respect of which holders of Exchangeable
                              Shares are entitled to vote as shareholders of
                              the Corporation in order to approve or disapprove,
                              as applicable, any change to, or in the rights
                              of the holders of, the Exchangeable Shares, where
                              the approval or disapproval, as applicable, of
                              such change would be required to maintain the equivalence
                              of the Exchangeable Shares and the Shire Ordinary
                              Shares. 

                “Governmental
                              Body” means
                              any (a) nation, state, commonwealth, province,
                              territory, county, municipality, district or other
                              jurisdiction of any nature; (b) federal, state,
                              provincial, local, municipal, foreign or other
                              government; or (c) governmental or quasi-governmental
                              authority of any nature (including any governmental
                              division, department, agency, commission, instrumentality,
                              official, ministry, fund, foundation, centre, organization,
                              unit, body or Entity and any court or other tribunal). 

                “holder” means,
                         when used with reference to any shares, options or warrants,
                         the holders of such shares, options or warrants, respectively,
                         shown from time to time in the register maintained by
                         or on behalf of the applicable corporation in respect
                         thereof. 

                “ITA” means Income
                              Tax Act (Canada).

                “Liquidation
                              Amount” has
                              the meaning ascribed to that term in Section 5.1
                              of these share provisions. 

                “Liquidation
                              Call Purchase Price” has
                              the meaning ascribed to that term in Section 8.1(a)
                              of these share provisions. 

                “Liquidation
                              Call Right” has
                              the meaning ascribed to that term in Section 8.1(a)of
                              these share provisions. 

                “Liquidation
                              Date” has
                              the meaning ascribed to that term in Section 5.1
                              of these share provisions. 

                “LSE” means
                         the London Stock Exchange plc or its successors. 

                “NASDAQ” means
                         NASDAQ National Market. 

                “Person” means
          any individual, Entity or Governmental Body. 














     


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	 	“Plan
                         of Arrangement” means
                         the plan of arrangement relating to the arrangement
                         of BioChem under Section 192 of the CBCA, as amended,
                         modified or supplemented from time to time in accordance
                         with the plan and any order of the Superior Court of
                         Québec. 
           “Purchase
                         Price” has
                         the meaning ascribed to that term in Section 6.3 of
                         these share provisions. 
           “Redemption
                         Call Purchase Price” has
                         the meaning ascribed to that term in Section 8.2(a)
                         of these share provisions. 
           “Redemption
                         Call Right” has
                         the meaning ascribed to that term in Section 8.2(a)
                         of these share provisions. 
           “Redemption
                         Date” means
                         the date, if any, established by the Board of Directors
                         for the redemption by the Corporation of all but not
                         less than all of the outstanding Exchangeable Shares
                         pursuant to Article 7 of these share provisions, which
                         date shall be no earlier than the tenth anniversary
          of the Effective Date unless: 

	 	 	 
	 	
(a)	
there are fewer than 1,000,000 Exchangeable Shares outstanding (other than Exchangeable Shares held by Shire and its Affiliates, and as such number of shares may be adjusted as deemed appropriate by the Board of Directors
to give effect to any subdivision or consolidation of or share dividend on the Exchangeable Shares, any issue or distribution of rights to acquire Exchangeable Shares or securities exercisable or exchangeable for or convertible into Exchangeable
Shares, any issue or distribution of other securities or rights or evidences of indebtedness or assets, or any other capital reorganization or other transaction affecting the Exchangeable Shares), in which case the Board of Directors may accelerate
such redemption date to such date prior to the tenth anniversary of the Effective Date as they may determine, upon at least 60 days prior written notice to the registered holders of the Exchangeable Shares and the Trustee;   
	 
	 	
(b)	
a Shire Control Transaction occurs, in which case, provided that the Board of Directors determine, in good faith and in its sole discretion, that it is not reasonably practicable to substantially replicate or modify the
terms and conditions of the Exchangeable Shares in connection with such Shire Control Transaction or that the redemption of all but not less than all of the outstanding Exchangeable Shares is necessary to enable the completion of such Shire Control
Transaction in accordance with its terms, the Board of Directors may accelerate such redemption date to such date prior to the tenth anniversary of the Effective Date as it may determine, upon such number of days’ prior written notice to the
registered holders of the Exchangeable Shares and to Shire and CallCo and the Trustee as the Board of Directors may determine to be reasonably practicable in such circumstances;        
	 
	 	
(c)	
an Exchangeable Share Voting Event is proposed and (i) the Board of Directors has determined, in good faith and in its sole discretion, that it is not reasonably practicable to accomplish the business purpose intended by
the Exchangeable 
	 












     


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	 	 	Share Voting Event, which
                    business purpose must be bona fide and not for the primary
                    purpose of causing the occurrence of a Redemption Date, in
                    any other commercially reasonable manner that does not result
                    in an Exchangeable Share Voting Event, and (ii) the holders
                    of the Exchangeable Shares fail to take the necessary action
                    at a meeting or other vote of holders of Exchangeable Shares
                    to approve or disapprove, as applicable, the Exchangeable
                    Share Voting Event, in which case the redemption date shall
                    be the Business Day following the day on which the holders
          of the Exchangeable Shares failed to take such action; or 
	 	 	 
	 	(d)	an Exempt Exchangeable Shares
                    Voting Event is proposed and the holders of the Exchangeable
                    Shares fail to take the necessary action at a meeting or
                    other vote of holders of Exchangeable Shares, to approve
                    or disapprove, as applicable, the Exempt Exchangeable Shares
                    Voting Event, in which case the Redemption Date shall be
                    the Business Day following the day on which the holders of
                    the Exchangeable Shares failed to take such action and the
                    Board of Directors shall give such number of days’ prior
                    written notice of such redemption to the registered holders
                    of the Exchangeable Shares as the Board of Directors may
                    determine to be reasonably practicable in such circumstances,
                    provided, however, that the accidental failure or omission
                    to give any notice of redemption under clause (a), (b), (c)
                    or (d) above to less than 10% of such holders of Exchangeable
          Shares shall not affect the validity of any such redemption.
	 	 	 
	 	“Redemption
                              Price” has
                              the meaning ascribed to that term in Section 7.1
                              of these share provisions. 

                “Reorganization” has
                         the meaning ascribed to such term in the Circular . 

                “Retracted
                              Shares” has
                              the meaning ascribed to that term in Section 6.1(a)
                              of these share provisions. 

                “Retraction
                              Call Right” has
                              the meaning ascribed to that term in Section 6.1(c)
                              of these share provisions. 

                “Retraction
                              Date” has
                              the meaning ascribed to that term in Section 6.1(b)
                              of these share provisions. 

                “Retraction
                              Price” has
                              the meaning ascribed to that term in Section 6.1
                              of these share provisions. 

                “Retraction
                              Request” has
                              the meaning ascribed to that term in Section 6.1
                              of these share provisions. 

                “Shire” means
                         Shire plc, a
                         company registered in England under registry number
                         5492592. 

                “Shire
                              ADS” means
                              an American Depositary Shares of Shire, or where
                              appropriate, an American Depositary Receipt of
          Shire, evidencing such share.













     


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	 	“Shire
                         Call Purchase Price” has
                         the meaning ascribed to that term in Section 8.3(a)
                         of these share provisions. 
           “Shire
                         Call Right” has
                         the meaning ascribed to that term in Section 8.3(a)
                         of these share provisions. 
           “Shire
                         Control Transaction” shall
          be deemed to have occurred if: 

	 	 	 
	 	
(a)	
any person, firm or corporation acquires directly or indirectly any voting security of Shire and immediately after such acquisition, the acquirer has voting securities representing more than 50% of the total voting power of
all the then outstanding voting securities of Shire on a fully-diluted basis;    
	 
	 	
(b)	
the shareholders of Shire shall approve a merger, consolidation, recapitalization or reorganization of Shire, other than any such transaction which would result in the holders of outstanding voting securities of Shire
immediately prior to such transaction having at least 75% of the total voting power represented by the voting securities of the surviving entity outstanding immediately after such transaction, with the voting power of each such continuing holder
relative to such other continuing holders being not altered substantially in the transaction; or 
	 
	 	
(c)	
the shareholders of Shire shall approve a plan of complete liquidation of Shire or an agreement for the sale or disposition by Shire of all or a substantial portion of Shire’ assets (i.e., 66 % or more in fair market value of the total assets of Shire).       
	 	 	 
	 	“Shire
                         Dividend Declaration Date” means
                         the date on which the board of directors of Shire declares
                         any dividend on the Shire Ordinary Shares. 

           “Shire
                         Ordinary Shares” means
                         ordinary shares of five pence each in the capital of
                         Shire. 

           “Stamp
                         Taxes” means
                         all stamp, registration and transfer taxes and duties
                         or their equivalents in all jurisdictions where such
                         taxes and duties are payable as a result of any of the
                         transactions contemplated by the Reorganization including,
                         without limitation, United Kingdom stamp duty and stamp
                         duty reserve tax. 

           “Subdivision” has
                    the meaning ascribed to that term in Section 3.2 of these
                    share provisions. 

           “Total
                         Liquidation Amount” means
                         the Liquidation Amount multiplied by the relevant number
                         of Exchangeable Shares of a particular holder. 

           “Total
                         Purchase Price” means
                         the Purchase Price multiplied by the relevant number
                         of Retracted Shares subject to the Retraction Call Right
          exercised by CallCo. 

          “Total Redemption Price” means the Redemption Price multiplied by the number of Exchangeable Shares of a particular holder subject to a redemption pursuant to Section 7.1. 













     


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	 	 “Total
                         Retraction Price” means
                         the Retraction Price multiplied by the relevant number
                         of Retracted Share of a particular holder. 
           “Total
                         Shire Call Purchase Price” means
                         the Shire Call Purchase Price multiplied by the number
                         of Exchangeable Shares subject to the Shire Call Right
                         exercise by Shire. 
           “Transfer
                         Agent” means
                         National Bank Trust or such other Person as may from
                         time to time be appointed by the Corporation as the
                         registrar and transfer agent for the Exchangeable Shares. 
           “Trustee” means
                    Natcan Trust Company or such other trust company or other
                    Entity that Shire may, in its reasonable discretion, choose
                    to act as trustee under the Voting and Exchange Trust Agreement,
                    being a corporation organized and existing under the laws
                    of Canada and authorized to carry on the business of a trust
                    company in all the provinces of Canada, and any successor
                    trustee appointed under the Voting and Exchange Trust Agreement. 
           “UKLA” means
                    the United Kingdom Listing Authority. 
           “Voting
                         and Exchange Trust Agreement” means
                         the Voting and Exchange Trust Agreement among Shire,
                         the Corporation and the Trustee, to be entered into
          in connection with the Reorganization. 

	 	 
	ARTICLE 2 

     RANKING OF EXCHANGEABLE SHARES

	 	 
	
2.1	
The Exchangeable Shares shall be entitled to a preference over the Common Shares and any other shares ranking junior to the Exchangeable Shares with respect to the payment of dividends and the distribution of assets in the
event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation, among its shareholders for the purpose of winding-up its affairs.  





ARTICLE 3 

DIVIDENDS

	
3.1	
A holder of an Exchangeable Share shall be entitled to receive and the Board of Directors shall, subject to applicable law, on each Shire Dividend Declaration Date, declare a dividend on each Exchangeable Share.    
	 
	 	
(a)	
in the case of a cash dividend declared on the Shire
Ordinary Shares, in an amount in cash for each Exchangeable Share in United Kingdom
pounds, or the Canadian Dollar Equivalent thereof on the Shire Dividend Declaration
Date, in each case, equal to the cash dividend declared on each Shire Ordinary
Share multiplied by three;       
	 












     


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(b)	
in the case of a share dividend declared on the Shire Ordinary Shares to be paid in Shire Ordinary Shares, in such number of Exchangeable Shares (with nominal paid-up capital for purposes of the ITA) for each Exchangeable
Shares as is equal to the number of Shire Ordinary Shares divided by three to be paid on each Shire Ordinary Share; or   
	 
	 	
(c)	
in the case of a dividend declared on the Shire Ordinary Shares in property other that cash or Shire Ordinary Shares, in such type and amount of property for each Exchangeable Share as is the same as or economically
equivalent to (to be determined by the Board of Directors as contemplated by Section 3.6 hereof) the type and amount of property declared as a dividend on each Shire Ordinary Shares multiplied by three.       
	 	 
	 	Such dividends shall be paid out
               of money, assets or property of the Corporation properly applicable
               to the payment of dividends, or out of authorized but unissued
          shares of the Corporation, as applicable. 
	 	 



	
3.2	
In the case of a share dividend declared on the Shire Ordinary Shares to be paid in Shire Ordinary Shares, in lieu of declaring the share dividend contemplated by Section 3.1(b) on the Exchangeable Shares, the Board of
Directors may, in good faith and in its discretion and subject to applicable law, subdivide, redivide or change (the “Subdivision”) each issued and unissued
Exchangeable Share on the basis that each Exchangeable Share before the subdivision becomes a number of Exchangeable Shares as is equal to the sum of (i) three Shire Ordinary Shares and (ii) the number of Shire Ordinary Shares to be paid as a share
dividend on each Shire Ordinary Shares. In making such Subdivision, the Board of Directors shall consider the effect thereof upon the then outstanding Exchangeable Shares and the general taxation consequences of the Subdivision to the holders of the
Exchangeable Shares. In such instance, and notwithstanding any other provision hereof, such Subdivision shall become effective on the effective date specified in Section 3.4 hereof without any further act or formality on the part of the Board of
Directors or of the holders of Exchangeable Shares. For greater certainty, subject to the applicable laws, no approval of the holders of Exchangeable Shares to an amendment to the articles of the Corporation shall be required to give effect to such
subdivision.     
	 
	
3.3	
Cheques of the Corporation payable at par at any branch of the bankers of the Corporation shall be issued in respect of any cash dividends contemplated by Section 3.1(a) hereof and the sending of such a cheque to each
holder of an Exchangeable Share shall satisfy the cash dividend represented thereby unless the cheque is not paid on presentation. Subject to applicable law, certificates registered in the name of the registered holder of Exchangeable Shares shall
be issued or transferred in respect of any share dividends contemplated by Section 3.1(b) hereof or the Subdivision of Exchangeable Shares contemplated by Section 3.2 hereof and the sending of such a certificate to each holder of an Exchangeable
Shares shall satisfy the share dividend represented thereby. Such other type and amount of property in respect of any dividends contemplated by Section 3.1(c) hereof shall be issued, distributed or transferred by the Corporation in such manner as it shall determine and the issuance, 












     


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	 	      distribution or transfer thereof by the Corporation to each holder
      of an Exchangeable Shares shall satisfy the dividend represented
      thereby. No holder of an Exchangeable Share shall be entitled
      to recover by action or other legal process against the Corporation
      any dividend that is represented by a cheque that has not been
      duly presented to the Corporation’s bankers for payment or
               that otherwise remains unclaimed for a period of six years from
          the date on which such dividend was payable. 
	 	 
	
3.4	
The record date for the determination of the holders of Exchangeable Shares entitled to receive payment of and the payment date for, any dividend declared on the Exchangeable Shares under Section 3.1 hereof shall be the
same dates as the record date and payment date, respectively, for the corresponding dividend declared on the Shire Ordinary Shares. The record date for the determination of the holder of Exchangeable Shares entitled to receive Exchangeable Shares in
connection with any Subdivision of Exchangeable Shares under Section 3.2 hereof and the effective date of such Subdivision shall be the same dates as the record date and payment date, respectively, for the corresponding share dividend declared on
Shire Ordinary Shares.   
	 
	
3.5	
If on any payment date for any dividends declared on the Exchangeable Shares under Section 3.1 hereof the dividends are not paid in full on all of the Exchangeable Shares then outstanding, any such dividends that remain
unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or property properly applicable to the payment of such dividends.  
	 
	
3.6	
The Board of Directors shall determine, in good faith and in its sole discretion, economic equivalence for the purposes of Sections 3.1 and 3.2 hereof, and each such determination shall be conclusive and binding on the
Corporation and its shareholders. In making each such determination, the following factors shall, without excluding other factors determined by the Board of Directors to be relevant, be considered by the Board of Directors:  
	 
	 	
(a)	
in the case of any share dividend or other distribution payable in Shire Ordinary Shares, the number of such shares issued in proportion to the number of Shire Ordinary Shares previously outstanding;        
	 
	 	
(b)	
in the case of the issuance or distribution of any rights, options or warrants to subscribe for of purchase Shire Ordinary Shares (or securities exercisable or exchangeable for or convertible into or carrying rights to
acquire Shire Ordinary Shares), the relationship between the exercise price of each such right, option or warrant and the current market value (as determined by the Board of Directors in the manner above contemplated) of a Shire Ordinary
Share;   
	 
	 	
(c)	
in the case of the issuance or distribution of any other form of property (including without limitation any shares or securities of Shire of any class other than Shire Ordinary Shares, any rights, options or warrants other
than those referred to in Section 3.6(b) above, any evidences of indebtedness of Shire or any assets of Shire), the relationship between the fair market value (as determined by the Board of Directors in the manner above contemplated) of such property to be 












     


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	 	 	 issued
               or distributed with respect to each outstanding Shire Ordinary
               Share and the current market value (as determined by the Board
               of Directors in the manner above contemplated) of a Shire Ordinary
          Share; and 
	 	 	 
	 	
(d)	
in all such cases, the general taxation consequences of the relevant event to holders of Exchangeable Shares to the extent that such consequences may differ from the taxation consequences to holders of Shire Ordinary Shares
as a result of differences between taxation laws of Canada and the United Kingdom (except for any differing consequences arising as a result of differing marginal taxation rates and without regard to the individual circumstances of holders of
Exchangeable Shares).    
	 	 	 
	 	For purposes of the foregoing determinations,
               the current market value of any security listed and traded or
               quoted on a securities exchange shall be the weighted average
               of the daily trading prices of such security during a period of
               not less than 20 consecutive trading days ending not more than
               three trading days before the date of determination on the principal
               securities exchange on which such securities are listed and traded
               or quoted; provided, however, that if in the opinion of the Board
               of Directors the public distribution or trading activity of such
               securities during such period does not create a market which reflects
               the fair market value of such securities, then the current market
               value thereof shall be determined by the Board of Directors, in
               good faith and in its sole discretion, and provided further that
               any such determination by the Board of Directors shall be conclusive
          and binding on the Corporation and its shareholders. 




     ARTICLE 4

CERTAIN RESTRICTIONS

	
4.1	
So long as any of the Exchangeable Shares are outstanding, the Corporation shall not at any time without, but may at any time with, the approval of the holders of the Exchangeable Shares given as specified in Section 10.2
of these share provisions:       
	 
	 	
(a)	
pay any dividends on the Common Shares or any other shares ranking junior to the Exchangeable Shares, other than share dividends payable in Common Shares or any such other shares ranking junior to the Exchangeable Shares,
as the case may be;      
	 
	 	
(b)	
redeem or purchase or make any capital distribution in respect of Common Shares or any other shares ranking junior to the Exchangeable Shares; 
	 
	 	
(c)	
redeem or purchase any other shares of the Corporation ranking equally with or junior to the Exchangeable Shares with respect to the payment of dividends or on any distribution on liquidation; or    
	 
	 	
(d)	
issue any Exchangeable Shares or any other shares of the Corporation ranking equally with, or superior to, the Exchangeable Shares other than by way of share dividends to the holders of such Exchangeable Shares.    












     


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	 	The restrictions in Sections
                    4.1(a), 4.1(b), 4.1(c) and 4.1(d) above shall not apply if
                    all dividends on the outstanding Exchangeable Shares corresponding
                    to dividends declared and paid to date on the Shire Ordinary
                    Shares shall have been declared and paid on the Exchangeable
          Shares. 





ARTICLE 5 

DISTRIBUTION ON LIQUIDATION

	
5.1	
In the event of the liquidation, dissolution or winding-up of the Corporation or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding-up its affairs, subject to the
exercise by CallCo of the Liquidation Call Right, a holder of Exchangeable Shares shall be entitled, subject to applicable law, to receive from the assets of the Corporation in respect of each Exchangeable Share held by such holder on the effective
date (the “Liquidation Date”) of such liquidation, dissolution or winding-up, before any distribution of any part of the assets of the corporation among the holders
of the Common Shares or any other shares ranking junior to the Exchangeable Shares, an amount per share equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Liquidation Date multiplied by three, which
shall be satisfied in full by the Corporation causing to be delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as
indicated to the Transfer Agent), together with an additional amount equivalent to the Dividend Amount on any dividend record date which occurred prior to the Liquidation Date (the “Liquidation
Amount”).      
	 
	
5.2	
On or promptly after the Liquidation Date, and subject to the exercise by CallCo of the Liquidation Call Right, the Corporation shall pay or cause to be paid to the holders of the Exchangeable Shares the Liquidation Amount
for each such Exchangeable Shares upon presentation and surrender of the certificates representing such Exchangeable Shares, together with such other documents and instruments as are required to effect a transfer of Exchangeable Shares under the
CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent or the Corporation may reasonably require, at the registered office of the Corporation or at any office of the Transfer Agent as may be
specified by the Corporation by notice to the holders of the Exchangeable Shares. Payment of the Total Liquidation Amount for such Exchangeable Shares shall be made by delivery to each holder, at the address of the holder recorded in the securities
register of the Corporation for the Exchangeable Shares or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of
Exchangeable Shares, on behalf of the Corporation of certificates representing Shire Ordinary Shares and/or Shire ADSs (or by effecting the necessary CREST or other electronic transfers) (which shares shall be duly issued as fully paid and
non-assessable and shall be free and clear of any lien, claim or encumbrance) and a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in respect of the remaining portion, if any, of the Total Liquidation Amount
(in each case less any amounts withheld on account of tax required to be deducted and withheld therefor). On and after the Liquidation Date, the holders of the Exchangeable Shares shall cease to be    












     


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	 	holders of such Exchangeable Shares and shall
               not be entitled to exercise any of the rights of holders in respect
               thereof other than the right to receive the Total Liquidation
               Amount, unless payment of the Total Liquidation Amount for such
               Exchangeable Shares shall not be made upon presentation and surrender
               of share certificates in accordance with the foregoing provisions,
               in which case the rights of the holders shall remain unaffected
               until the Total Liquidation Amount has been paid in the manner
               hereinbefore provided. The Corporation shall have the right at
               any time after the Liquidation Date to deposit or cause to be
               deposited the Total Liquidation Amount in respect of the Exchangeable
               Shares represented by certificates that have not at the Liquidation
               Date been surrendered by the holders thereof in a custodial account
               with any chartered bank or trust company in Canada. Upon such
               deposit being made, the rights of the holders of Exchangeable
               Shares after such deposit shall be limited to receiving the Total
               Liquidation Amount (in each case less any amounts withheld on
               account of tax required to be deducted and withheld, therefrom)
               for such Exchangeable Shares so deposited, against presentation
               and surrender of the said certificates held by them, respectively,
               in accordance with the foregoing provisions. Upon such payment
               or deposit of the Total Liquidation Amount, the holders of the
               Exchangeable Shares shall thereafter be considered and deemed
               for all purposes to be holders of the Shire Ordinary Shares and/or
          Shire ADSs delivered to them or the custodian on their behalf.
	 	 
	
5.3	
After the Corporation has satisfied its obligations to pay the holders of the Exchangeable Shares the Liquidation Amount per Exchangeable Share pursuant to Section 5.1 of these share provisions, such holders shall not be
entitled to share in any further distribution of the assets of the Corporation.  




ARTICLE 6 

RETRACTION OF EXCHANGEABLE SHARES BY HOLDER

	
6.1	
A holder of Exchangeable Shares shall be entitled at any time, subject to the exercise by CallCo of the Retraction Call Right and otherwise upon compliance with the provisions of this Article 6, to require the Corporation
to redeem any or all of the Exchangeable Shares registered in the name of such holder for an amount per share equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Retraction Date multiplied by three,
which shall be satisfied in full by the Corporation causing to be delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder
as indicated to the Transfer Agent) for each Exchangeable Share presented and surrendered by the holder, together with, on the payment date therefor, an additional amount equivalent to the Dividend Amount on any dividend record date which occurred
prior to the Retraction Date (the “Retraction Price”). To effect such redemption, the holder shall present and surrender at the registered office of the Corporation
or at any office of the Transfer Agent as may be specified by the Corporation by notice to the holders of Exchangeable Shares the certificate or certificates representing the Exchangeable Shares which the holder desires to have the Corporation
redeem, together with such other documents and instruments as are required to effect a transfer of Exchangeable Shares under the CBCA and the by- laws of the Corporation and such additional documents and instruments as the Transfer  











  

       


     - 13 -

   



	 	 Agent or the Corporation may reasonably require, and together with a duly executed statement (the “Retraction Request”) in the form of Schedule A hereto or in such other form as may be acceptable to the Corporation: 
	 	 	 
	 	
(a)	
specifying that the holder desires to have all or any number specified therein of the Exchangeable Shares represented by such certificate or certificates (the “Retracted
Shares”) redeemed by the Corporation;  
	 
	 	
(b)	
stating the Business Day on which the holder desires to have the Corporation redeem the Retracted Shares (the “Retraction Date”), provided
that the Retraction Date shall be not less than 10 Business Days nor more than 15 Business Days after the date on which the Retraction Request is received by the Corporation and further provided that, in the event that no such Business Day is
specified by the holder in the Retraction Request, the Retraction Date shall be deemed to be the 15th Business Day after the date on which the Retraction Request is
received by the Corporation; and 
	 
	 	
(c)	
acknowledging the overriding right (the “Retraction Call Right”) of CallCo to purchase all but not less than all the Retracted Shares
directly from the holder and that the Retraction Request shall be deemed to be a revocable offer by the holder to sell the Retracted Shares to CallCo in accordance with the Retraction Call Right on the terms and conditions set out in Section 6.3
below.   
	 


	
6.2	
Subject to the exercise by CallCo of the Retraction Call Right and to Section 6.8, upon receipt by the Corporation or the Transfer Agent in the manner specified in Section 6.1 hereof of a certificate or certificates
representing the number of Exchangeable Shares which the holder desires to have the Corporation redeem, together with a Retraction Request and such other documents and instruments as are required to effect a transfer of Exchangeable Shares under the
CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent or the Corporation may reasonably require, and provided that the Retraction Request is not revoked by the holder in the manner specified in
Section 6.7, the Corporation shall redeem the Retracted Shares effective at the close of business on the Retraction Date and shall cause to be delivered to such holder the Total Retraction Price with respect to such shares, provided that all
declared and unpaid dividends for which the record date has occurred prior to the Retraction Date shall be paid on the payment date for such dividends. If only a part of the Exchangeable Shares represented by any certificate is redeemed (or
purchased by CallCo pursuant to the Retraction Call Right), a new certificate for the balance of such Exchangeable Shares shall be issued to the holder at the expense of the Corporation.       
	 
	
6.3	
Upon receipt by the Corporation of a Retraction Request, the Corporation shall immediately notify CallCo thereof and provide to CallCo a copy of the Retraction Request. In order to exercise the Retraction Call Right, CallCo
must notify the Corporation of its determination to do so (the “CallCo Call Notice”) within 5 Business Days of notification to CallCo by the Corporation of the
receipt by the Corporation of the Retraction Request. If CallCo does not so notify the Corporation within such five Business Day period, the Corporation will notify the holder as soon as possible thereafter that CallCo will not exercise the
Retraction Call Right. If CallCo delivers the    












     


     - 14 -



	 	CallCo Call Notice within such five Business
               Day period, and provided that the Retraction Request is not revoked
               by the holder in the manner specified in Section 6.7, the Retraction
               Request shall thereupon be considered only to be an offer by the
               holder to sell the Retracted Shares to CallCo in accordance with
               the Retraction Call Right. In such event, the Corporation shall
               not redeem the Retracted Shares and CallCo shall purchase from
               such holder and such holder shall sell to CallCo on the Retraction
               Date the Retracted Shares for a purchase price (the “Purchase
               Price”) per share equal
               to the Retraction Price per share which shall be satisfied in
               full by CallCo causing to be delivered to such holder three Shire
               Ordinary Shares or one Shire ADS (at the option of the holder
               as indicated to the Transfer Agent) for each Exchangeable Share
               presented and surrendered by the holder, plus, on the designated
               payment date therefor, to the extent not paid by the Corporation
               on the designated payment date therefor, an additional amount
               equivalent to the Dividend Amount on any dividend record date
               which occurred prior to the Retraction Date. For the purposes
               of completing a purchase pursuant to the Retraction Call Right,
               CallCo shall deposit with the Transfer Agent, on or before the
               Retraction Date, certificates representing Shire Ordinary Shares
               and/or Shire ADSs and a cheque or cheques of CallCo payable at
               par at any branch of the bankers of CallCo representing the aggregate
               Dividend Amount on any dividend record date which occurred prior
               to the Retraction Date, less any amounts withheld on account of
               tax required to be deducted and withheld therefrom. Provided that
               CallCo has complied with the immediately preceding sentence, the
               closing of the purchase and sale of the Retracted Shares pursuant
               to the Retraction Call Right shall be deemed to have occurred
               as at the close of business on the Retraction Date and, for greater
               certainty, no redemption by the Corporation of such Retracted
               Shares shall take place on the Retraction Date. In the event that
               CallCo does not deliver a CallCo Call Notice within such five
               Business Day period, and provided that the Retraction Request
               is not revoked by the holder in the manner specified in Section
               6.7, the Corporation shall redeem the Retracted Shares on the
               Retraction Date and in the manner otherwise contemplated in this
          Article 6. 
	 	 
	
6.4	
The Corporation or CallCo, as the case may be, shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the securities register of the Corporation for the
Exchangeable Shares or at the address specified in the holder’s Retraction Request or by holding for pick-up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation
by notice to the holders of Exchangeable Shares, certificates representing the Shire Ordinary Shares (or effect the necessary CREST or other electronic transfers) (which shares shall be duly issued as fully paid and non-assessable and shall be free
and clear of any lien, claim or encumbrance and shall be admitted to the official list of the UKLA and to trading an the LSE) and/or Shire ADSs (which securities shall be duly issued as fully paid and non-assessable and shall be free and clear of
any lien, claim or encumbrance and shall be quoted on NASDAQ) registered in the name of the holder or in such other name as the holder may request, and, if applicable and on or before the payment date therefor, a cheque payable at par at any branch
of the bankers of the Corporation or CallCo, as applicable, representing the aggregate Dividend Amount on any dividend record date which occurred prior to the Retraction Date in payment of the Total Retraction Price or the Total Purchase Price, as
the case may be, in each case, less      












     


     - 15 -




	 	any amounts withheld on account of tax required
               to be deducted and withheld therefrom, and such delivery of such
               certificates (or necessary CREST or other electronic transfers)
               and cheques on behalf of the Corporation or by CallCo, as the
               case may be, or by the Transfer Agent shall be deemed to be payment
               of and shall satisfy and discharge all liability for the Total
               Retraction Price or Total Purchase Price, as the case may be,
               to the extent that the same is represented by such share certificates
               (or necessary CREST or other electronic transfers) and cheques
               (plus any tax deducted and withheld therefrom and remitted to
          de proper tax authority).
	 	 
	
6.5	
On and after the close of business on the Retraction Date, the holder of the Retracted Shares shall cease to be a holder of such Retracted Shares and shall not be entitled to exercise any of the rights of a holder in
respect thereof, other than the right to receive the Total Retraction Price or Total Purchase Price, as the case may be, unless upon presentation and surrender of certificates in accordance with the foregoing provisions, payment of the Total
Retraction Price or the Total Purchase Price, as the case may be, shall not be made as provided in Section 6.4, in which case the rights of such holder shall remain unaffected until the Total Retraction Price or the Total Purchase Price, as the case
maybe, has been paid in the manner hereinbefore provided. On and after the close of business on the Retraction Date, provided that presentation and surrender of certificates and payment of the Total Retraction Price or the Total Purchase Price, as
the case may be, has been made in accordance with the foregoing provisions, the holder of the Retracted Shaves so redeemed by the Corporation or purchased by CallCo shall thereafter be considered and deemed for all purposes to be a holder of the
Shire Ordinary Shares and/or Shire ADSs delivered to it. 
	 
	
6.6	
Notwithstanding any other provision of this Article 6, the Corporation shall not be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the extent that such redemption of Retracted Shares
would be contrary to solvency requirements or other provisions of applicable law. If the Corporation believes that on any Retraction Date it would not be permitted by any of such provisions to redeem the Retracted Shares tendered for redemption on
such date, and provided that CallCo shall not have exercised the Retraction Call Right with respect to the Retracted Shares, the Corporation shall only be obligated to redeem Retracted Shares specified by a holder in a Retraction Request to the
extent of the maximum number that may be so redeemed (rounded down to a whole number of shares) as would not be contrary to such provisions and shall notify the holder at least 2 Business Days prior to the Retraction Date as to the number of
Retracted Shares which will not be redeemed by the Corporation. In any case in which the redemption by the Corporation of Retracted Shares would be contrary to solvency requirements or other provisions of applicable law, the Corporation shall redeem
the maximum number of Exchangeable Shares which the Board of Directors determine the Corporation is, on the Retraction Date, permitted to redeem, which shall be selected as nearly as may be pro rata (rounded up to a whole number of shares) in
proportion to the total number of Exchangeable Shares tendered for retraction by each holder thereof and the Corporation shall issue to each holder of Retracted Shares a new certificate, at the expense of the Corporation, representing the Retracted
Shares not redeemed by the Corporation pursuant to Section 6.2 hereof. Provided
that the Retraction Request is not revoked by the holder in the manner   












     


     - 16 -



	 	specified in Section 6.7, the holder
               of any such Retracted Shares not redeemed by the Corporation pursuant
               to Section 6.2 of these share provisions as a result of solvency
               requirements or other provisions of applicable law shall be deemed
               by giving the Retraction Request to have instructed the Trustee
               to require Shire to purchase such Retracted Stares from such holder
               on the Retraction Date or as soon as practicable thereafter on
               payment by to such holder of the Purchase Price for each such
               Retracted Share, all as more specifically provided in the Voting
          and Exchange Trust Agreement. 
	 	 
	
6.7	
A holder of Retracted Shares may, by notice in writing given by the holder to the Corporation before the close of business on the Business Day immediately preceding the Retraction Date, withdraw its Retraction Request, in
which event such Retraction Request shall be null and void and, for greater certainty, the revocable offer constituted by the Retraction Request to sell the Retracted Shares to CallCo shall be deemed to have been revoked.    
	 
	
6.8	
Notwithstanding any other provisions of this Article 6, if:    
	 
	 	
(a)	
the exercise of the rights of the holders of the Exchangeable Shares, or any of them, to require the Corporation to redeem any Exchangeable Stares pursuant to this Article 6 on any Retraction Date would require the approval
(whether or not after the issue of listing particulars or any similar document) of the UKLA to the listing of, or the approval of the LSE to the trading of, the Shire Ordinary Shares that would be required to be delivered to such holders of
Exchangeable Shares in connection with the exercise of such rights; and  
	 
	 	
(b)	
it would not be practicable (notwithstanding the reasonable endeavours of Shire) to obtain such approvals in time to enable all or any of such Shire Ordinary Shares to be admitted to listing by the UKLA or admitted to
trading by the LSE by the time they would otherwise be required to be delivered, 
	 
	 	
that Retraction Date shall, notwithstanding any other date specified or otherwise deemed to be specified in any relevant Retraction Request, be deemed for all purposes to be the earlier of (i) the second Business Day
immediately following the date the approvals referred to in Section 6.8(a) are obtained, and (ii) the date which is 30 Business Days after the date on which the relevant Retraction Request is received by the Corporation, and references in these
share provisions to such Retraction Date shall be construed accordingly. 




ARTICLE 7 

REDEMPTION OF EXCHANGEABLE SHARES BY THE CORPORATION

	
7.1	
Subject to applicable law, and provided CallCo has not exercised the Redemption Call Right, the Corporation shall on the Redemption Date redeem all but not less than all of the then outstanding Exchangeable Shares for an
amount per share equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Redemption Date multiplied by three, which shall be satisfied in full by the Corporation causing to be delivered to each holder of
Exchangeable Shares three Shire Ordinary Shares  












     


     - 17 -




	 	admitted to the official list
               of the UKLA and to trading on the LSE or one Shire ADS quoted
               an NASDAQ (at the option of the holder as indicated to the Transfer
               Agent) for each Exchangeable Share held by such holder, together
               with an additional amount equivalent to the Dividend Amount on
               any dividend record date which occurred prior to the Redemption
               Date (the “Redemption
          Price”). 
	 	 
	
7.2	
In any case of a redemption of Exchangeable Shares under this Article 7, the Corporation shall, at least 60 days before the Redemption Date (other than a Redemption Date established in connection with a Shire Control
Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share Voting Event), send or cause to be sent to each holder of Exchangeable Shares a notice in writing of the redemption by the Corporation or the purchase by CallCo under
the Redemption Call Right, as the case may be, of the Exchangeable Shares held by such holder; provided that if the notice period of 60 days would expire after the date that would, but for such 60-day period, be established as the Redemption Date,
then the Redemption Date will be deferred until the notice period of 60 days has passed. In the case of a Redemption Date established in connection with a Shire Control Transaction, an Exchangeable Share Voting Event or an Exempt Exchangeable Share
Voting Event, the written notice of redemption by the Corporation or the purchase by CallCo under the Redemption Call Right will be sent on or before the Redemption Date, on as many days prior written notice as may be determined by the Board of
Directors of the Corporation to be reasonably practicable in the circumstances. In any such case, such notice shall set out the Redemption Price or the Redemption Call Purchase Price, as the case may be, the Redemption Date and, if applicable,
particulars of the Redemption Call Right.        
	 
	
7.3	
On or after the Redemption Date and subject to the exercise by CallCo of the Redemption Call Right, the Corporation shall cause to be delivered to the holders of the Exchangeable Shares to be redeemed the Redemption Price
for each such Exchangeable Share, together with an additional amount equivalent to the Dividend on any dividend record date which occurred prior to the Redemption Date, upon presentation and surrender at the registered office of the Corporation or
at any office of the Transfer Agent or the Corporation as may be specified by the Corporation in such notice of the certificates representing such Exchangeable Shares, together with such other documents and instruments as may be required to effect a
transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent, Shire or the Corporation may reasonably require.
Payment of the Total Redemption Price for such Exchangeable Shares, together with payment of such dividends, shall be made by delivery to each holder, at the address of the holder recorded in the securities register of the
Corporation or by holding for pick- up by the holder at the registered office of the Corporation or at any office of the Transfer Agent as may be specified by the Corporation in such notice, on behalf of the Corporation of certificates representing
Shire Ordinary Shares and/or Shire ADSs (or effecting the necessary CREST or other electronic transfer) (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) and, if
applicable, a cheque of the Corporation payable at par at any branch of the bankers of the Corporation in payment of any such dividends, in each case, less any amounts withheld on account of tax required to be deducted and withheld  
	 












     


     - 18 -


	 	therefrom. On and after
               the Redemption Date, the holders of the Exchangeable Shares called
               for redemption shall cease to be holders of such Exchangeable
               Shares and shall not be entitled to exercise any of the rights
               of holders in respect thereof, other than the right to receive
               the Total Redemption Price and any such dividends, unless payment
               of the Total Redemption Price and any such dividends for such
               Exchangeable Shares shall not be made upon presentation and surrender
               of certificates in accordance with the foregoing provisions, in
               which case the rights of the holders shall remain unaffected until
               the Total Redemption Price and any such dividends have been paid
               in the manner hereinbefore provided. The Corporation shall have
               the right at any time after the sending of notice of its intention
               to redeem the Exchangeable Shares as aforesaid to deposit or cause
               to be deposited the Total Redemption Price for, and the full amount
               of such dividends on (except as provided in the preceding sentence),
               the Exchangeable Shares so called for redemption, or of such of
               the said Exchangeable Shares represented by certificates that
               have not at the date of such deposit been surrendered by the holders
               thereof in connection with such redemption, in a custodial account
               with any chartered bank or trust company in Canada named in such
               notice, less any amounts withheld on account of tax required to
               be deducted and withheld therefrom. Upon the later of such deposit
               being made and the Redemption Date, the Exchangeable Shares in
               respect whereof such deposit shall have been made shall be redeemed
               and the rights of the holders thereof after such deposit or Redemption
               Date, as the case may be, shall be limited to receiving the Total
               Redemption Price and such dividends for such Exchangeable Shares
               so deposited, against presentation and surrender of the said certificates
               held by them, respectively, in accordance with the foregoing provisions.
               Upon such payment or deposit of the Total Redemption Price and
               the full amount of such dividends, the holders of the Exchangeable
               Shares shall thereafter be considered and deemed for all purposes
               to be holders of the Shire Ordinary Shares and/or Shire ADSs delivered
          to them or the custodian on their behalf. 
	 	 
	 	
ARTICLE 8
        
	 	
CERTAIN RIGHTS OF CALLCO AND SHIRE HOLDINGS
        
	 	
TO ACQUIRE EXCHANGEABLE SHARES
        




	
8.1	Liquidation Call Right
	 	 	 
	 	
(a)	
CallCo will have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the proposed liquidation,
dissolution or winding- up of the Corporation pursuant to Article 5 of these share provisions, to purchase from all but not less than all of the holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Shire or an
Affiliate of Shire) on the Liquidation Date all but not less than all of the Exchangeable Shares held by each such holder on payment by CallCo of an amount per share (the “Liquidation Call Purchase
Price”) equal to the Current Market Price of a Shire Ordinary Share on the last Business Day prior to the Liquidation Date multiplied by three, which will be satisfied in full by CallCo causing to be
delivered to such holder three Shire Ordinary Shares admitted to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent), plus, to the extent not paid
by the   












     


     - 19 -




	 	 	Corporation, an additional amount
               equivalent to the Dividend Amount on any dividend record date
               which occurred prior to the date of purchase by CallCo. In the
               event of the exercise of the Liquidation Call Right by CallCo,
               each holder (other than Shire or Affiliates of Shire) shall be
               obligated to sell all but not less than all of the Exchangeable
               Shares held by such holder to CallCo on the Liquidation Date on
               payment by CallCo to the holder of the Liquidation Call Purchase
               Price for each such share, and the Corporation shall have no obligation
          to pay the Liquidation Amount of such shares so purchased by CallCo.
	 	 	 
	 	
(b)	
To exercise the Liquidation Call Right, CallCo must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Corporation of CallCo’s intention to exercise such right at least 45 days before
the Liquidation Date in the case of a voluntary liquidation, dissolution or winding-up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding-up of the
Corporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not CallCo has exercised the Liquidation Call Right forthwith after the expiry of the period during which the same may be exercised by CallCo. If CallCo
exercises the Liquidation Call Right, then on the Liquidation Date CallCo will purchase and the holders (other than Shire or Affiliates of Shire) will sell all but not less than all of the Exchangeable Shares held by such holders for a price per
share equal to the Liquidation Call Purchase Price.      
	 
	 	
(c)	
For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Liquidation Call Right, CallCo will deposit or cause to be deposited with the Transfer Agent, on or before the Liquidation Date,
certificates representing the aggregate number of Shire Ordinary Shares and/or Shire ADSs deliverable by CallCo (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at par at any branch of the
bankers of CallCo representing the aggregate Dividend Amount on any dividend record date which occurred prior to the date of purchase by CallCo in payment of the Total Liquidation Amount, less any amounts withheld on account of tax required to be
deducted and withheld therefrom. Provided that CallCo has complied with the immediately preceding sentence, on and after the Liquidation Date, the rights of each holder of Exchangeable Shares will be limited to receiving the Total Liquidation Amount
payable by CallCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder will on and after the Liquidation Date be considered and deemed for all purposes to be the holder
of the Shire Ordinary Shares and/or Shire ADSs to which it is entitled, unless payment of the Total Liquidation Amount for the Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the
provisions of this Section 8.1(c), in which case the rights of the holders shall remain unaffected until the Total Liquidation Amount has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates
representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of  












     


     - 20 -



	 	 	Exchangeable Shares under the CBCA and the
               by-laws of the Corporation and such additional documents and instruments
               as the Transfer Agent may reasonably require, the holder of such
               surrendered certificate or certificates will be entitled to receive
               in exchange therefor, and the Transfer Agent on behalf of CallCo
               will deliver to such holder as soon as reasonably practicable,
               certificates representing the Shire Ordinary Shares and/or Shire
               ADSs to which the holder is entitled (or effect the necessary
               CREST or other electronic transfers) and a cheque or cheques of
               CallCo payable at par at any branch of the bankers of CallCo in
               payment of the Dividend Amount on any dividend record date which
               occurred prior to the date of purchase by CallCo, and when received
               by the Transfer Agent, all dividends and other distributions with
               respect to such Shire Ordinary Shares and/or Shire ADSs with a
               record date after the Liquidation Date and before the date of
               the transfer of such Shire Ordinary Shares and/or Shire ADSs to
               such holder, less any amounts withheld on account of tax required
               to be deducted and withheld therefrom. If CallCo does not exercise
               the Liquidation Call Right in the manner described above on the
               Liquidation Date, the holders of the Exchangeable Shares (other
               than Shire or Affiliates of Shire) will be entitled to receive
               in exchange therefor the Liquidation Amount of such shares pursuant
          to Article 5 of these share provisions. 
	 	 	 
	
8.2	Redemption Call Right 
	 
	 	
(a)	
CallCo will have the overriding right (the “Redemption
Call Right”), notwithstanding the proposed
redemption of the Exchangeable Shares by  the Corporation pursuant to Article
7 of these share provisions, to purchase from all but not less than all of the
holders of Exchangeable Shares (other than any holder of Exchangeable Shares
which is Shire or an Affiliate of Shire) on the  Redemption Date all but not
less than all of the Exchangeable Shares held by each such holder on payment
by CallCo to each holder of an amount per Exchangeable Share (the “Redemption
Call Purchase  Price”) equal to the
Current Market Price of a Shire Ordinary Share on the last Business Day prior
to the Redemption Date multiplied by three, which will be satisfied in full by
CallCo causing to be  delivered to such holder three Shire Ordinary Shares admitted
to the official list of the UKLA and to trading on the LSE or one Shire ADS quoted
on NASDAQ (at
the option of the holder as indicated to the Transfer Agent), plus the Dividend
Amount on any dividend record date which occurred prior to the Redemption Date.
In the event of the exercise of the Redemption Call Right by CallCo, each holder
(other than Shire or Affiliates of Shire) will be obligated to sell all but not
less than all the Exchangeable Shares held by such holder to CallCo on the Redemption
Date on payment by CallCo to the holder of the Redemption Call Purchase Price
for each such share, and the Corporation will have no obligation to redeem such
shares so purchased by CallCo. 
	 	 	 

	 	
(b)	
To exercise the Redemption Call Right, CallCo must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Corporation of CallCo’s intention to exercise such right at least 60 days before
the Redemption Date, except in the case of a redemption occurring as a result of a Shire Control 












     


     - 21 -




	 	 	Transaction, an Exchangeable Share Voting
               Event or an Exempt Exchangeable Share Voting Event, in which case
               CallCo will so notify the Transfer Agent and the Corporation on
               or before the Redemption Date. The Transfer Agent will notify
               the holders of the Exchangeable Shares as to whether or not CallCo
               has exercised the Redemption Call Right forthwith after the expiry
               of the period during which the same may be exercised by CallCo.
               If CallCo exercises the Redemption Call Right, on the Redemption
               Date, CallCo will purchase and the holders (other than Shire or
               Affiliates of Shire) will sell all but not less than all of the
               Exchangeable Shares held by such holders for a price per share
          equal to the Redemption Call Purchase Price.
	 	 	 
	 	
(c)	
For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Redemption Call Right, CallCo will deposit or cause to be deposited with the Transfer Agent, on or before the Redemption Date,
certificates representing the aggregate number of Shire Ordinary Shares and/or Shire ADSs deliverable by CallCo (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at par at any branch of the
bankers of CallCo representing the aggregate Dividend Amount on any dividend record date which occurred prior to the Redemption Date in payment of the total Redemption Call Purchase Price, less any amounts withheld on account of tax required to be
deducted and withheld therefrom. Provided that CallCo has complied with the immediately preceding sentence, on and after the Redemption Date the rights of each holder of Exchangeable Shares (other than Shire or Affiliates of Shire) will be limited
to receiving the Total Redemption Price payable by CallCo upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder and the holder will on and after the Redemption Date be considered and
deemed for all purposes to be the holder of the Shire Ordinary Shares and/or Shire ADSs to which it is entitled, unless payment of the Total Redemption Price for the Exchangeable Shares shall not be made upon presentation and surrender of share
certificates in accordance with the provisions of this Section 8.2(c), in which case the rights of the holders shall remain unaffected until the Total Redemption Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent
of a certificate or certificates representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such
additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates will be entitled to receive in exchange therefor, and the Transfer Agent on behalf of CallCo will deliver
to such holder as soon as practicable, certificates representing the Shire Ordinary Shares and/or Shire ADSs to which the holder is entitled (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of CallCo payable at
par at any branch of the bankers of CallCo in payment of the Dividend Amount on any dividend record date which occurred prior to the Redemption Date, less any amounts withheld on account of tax required to be deducted and withheld therefrom. If
CallCo does not exercise the Redemption Call Right in the manner described above, on the Redemption Date the holders of  












     


     - 22 -




	 	 	the Exchangeable Shares (other than Shire
               or Affiliates of Shire) will be entitled to receive in exchange
               therefor the Redemption Price of such Shares pursuant to Article
          7 of these share provisions. 
	 	 	 
	
8.3	Shire Call Right
	 	 	 
	 	
(a)	
Shire will have the right (the “Shire Call Right”) to purchase, or to cause CallCo to purchase, from all but not less than all of the
holders of Exchangeable Shares (other than any holder of Exchangeable Shares which is Shire or an Affiliate of Shire) on the Exchange Date all but not less than all of the Exchangeable Shares held by each such holder on payment by Shire or CallCo,
as the case may be, of an amount per share (the “Shire Call Purchase Price”) equal to the Current Market Price of a Shire Ordinary Share on the last Business Day
prior to the Exchange Date multiplied by three, which will be satisfied in full by Shire delivering or causing to be delivered, or CallCo causing to be delivered, to such holder three Shire Ordinary Shares admitted to the official list of the UKLA
and to trading on the LSE or one Shire ADS quoted on NASDAQ (at the option of the holder as indicated to the Transfer Agent), plus, to the extent not paid by the Corporation, an additional amount equivalent to the Dividend Amount on any dividend
record date which occurred prior to the date of purchase by Shire or CallCo pursuant to the Shire Call Right. In the event of the exercise of the Shire Call Right by Shire, each holder (other than Shire or Affiliates of Shire) shall be obligated to
sell all but not less than all of the Exchangeable Shares held by such holder to Shire or CallCo, as the case may be, on the Exchange Date on payment by Shire or CallCo, as the case may be, to the holder of the Shire Call Purchase Price for each
such share.      
	 
	 	
(b)	
To exercise the Shire Call Right, (i) Shire must notify the Transfer Agent, as agent for the holders of Exchangeable Shares, and the Corporation of Shire’ intention to exercise such right at least 45 days before the
Business Day on which the purchase of such Exchangeable Shares shall occur (the “Exchange Date”) and such notice shall specify whether Shire or CallCo will effect
such purchase, and (ii) Shire must deliver to the Transfer Agent and to the Trustee an opinion in writing signed by Canadian counsel to Shire (which counsel shall be satisfactory to the Trustee) stating that since the Date of Arrangement there has
been a change enacted to the ITA and other applicable provincial income tax legislation to the effect that, and based thereon such opinion shall confirm that, the sale by Canadian Resident holders of Exchangeable Shares to Shire or CallCo, as the
case may be, pursuant to the Shire Call Right will qualify as a tax deferred transaction for purposes of the ITA and other applicable provincial income tax legislation for holders of Exchangeable Shares. The Transfer Agent will notify the holders of
Exchangeable Shares that the Shire Call Right has been exercised by Shire. If Shire exercises the Shire Call Right, then on the Exchange Date Shire or CallCo, as the case may be, will purchase and the holders (other than Shire or Affiliates of
Shire) will sell all but not less than all of the Exchangeable Shares held by such holders for a price per share equal to the Shire Call Purchase Price. 












     


     - 23 -



	 	
(c)	
For the purposes of completing the purchase of the Exchangeable Shares pursuant to the Shire Call Right, Shire will deposit with the Transfer Agent, on or before the Exchange Date, certificates representing the aggregate
number of Shire Ordinary Shares and/or Shire ADSs deliverable by Shire or CallCo, as the case may be, (or effect the necessary CREST or other electronic transfers) and a cheque or cheques of Shire or CallCo, as the case may be, payable at par at any
branch of the bankers of Shire or CallCo, as the case may be, representing the aggregate Dividend Amount on any dividend record date which occurred prior to the date of purchase by Shire or CallCo pursuant to the Shire Call Right in payment of the
Total Shire Call Purchase Price, less any amounts withheld on account of tax required to be deducted and withheld therefrom. Provided that Shire or CallCo, as the case may be, has complied with the immediately preceding sentence, on and after the
Exchange Date, the rights of each holder of Exchangeable Shares will be limited to receiving the Total Shire Call Purchase Price upon presentation and surrender by the holder of certificates representing the Exchangeable Shares held by such holder
and the holder will on and after the Exchange Date be considered and deemed for all purposes to be the holder of the Shire Ordinary Shares and/or Shire ADSs to which it is entitled, unless payment of the Total Shire Call Purchase Price for the
Exchangeable Shares shall not be made upon presentation and surrender of share certificates in accordance with the provisions of this Section 8.3(c), in which case the rights of the holders shall remain unaffected until the Total Shire Call Purchase
Price has been paid in the manner herein provided. Upon surrender to the Transfer Agent of a certificate or certificates representing Exchangeable Shares, together with such other docu- ments and instruments as may be required to effect a transfer
of Exchangeable Shares under the CBCA and the by-laws of the Corporation and such additional documents and instruments as the Transfer Agent may reasonably require, the holder of such surrendered certificate or certificates will be entitled to
receive in exchange therefor, and the Transfer Agent on behalf of Shire or CallCo, as the case may be, will deliver to such holder, certificates representing the Shire Ordinary Shares and/or Shire ADSs to which the holder is entitled (or effect the
necessary CREST or other electronic transfers) and a cheque or cheques of Shire or CallCo, as the case may be, payable at par at any branch of the bankers of Shire or CallCo, as the case may be, in payment of the Dividend Amount on any dividend
record date which occurred prior to the date of purchase by Shire or CallCo pursuant to the Shire Call Right and when received by the Transfer Agent, all dividends and other distributions with respect to such Shire Ordinary Shares and/or Shire ADSs
with a record date after the Exchange Date and before the date of the transfer of such Shire Ordinary Shares and/or Shire ADSs to such holder, less any amounts withheld on account of tax required to be deducted and withheld therefrom.       
	 
















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ARTICLE 9 

VOTING RIGHTS

	
9.1	
Except as required by applicable law and by Article 11 hereof the holders of the Exchangeable Shares shall not be entitled as such to receive notice of or to attend any meeting of the shareholders of the Corporation or to
vote at any such meeting.        




ARTICLE 10 

AMENDMENT AND APPROVAL

	
10.1	
The rights, privileges, restrictions and conditions attaching to the Exchangeable Shares may be added to, changed or removed but only with the approval of the holders of the Exchangeable Shares given as hereinafter
specified.       
	 
	
10.2	
Any approval given by the holders of the Exchangeable Shares to add to, change or remove any right, privilege, restriction or condition attaching to the Exchangeable Shares or any other matter requiring the approval or
consent of the holders of the Exchangeable Shares shall be deemed to have been sufficiently given if it shall have been given in accordance with applicable law subject to a minimum requirement that such approval be evidenced by resolution passed by
not less than two-thirds of the votes cast on such resolution at a meeting of holders of Exchangeable Shares duly called and held at which the holders of at least 25% of the outstanding Exchangeable Shares at that time are present or represented by
proxy; provided that if at any such meeting the holders of at least 25% of the outstanding Exchangeable Shares at that time are not present or represented by proxy within one-half hour after the time appointed for such meeting, than the meeting
shall be adjourned to such date not less than 5 days thereafter and to such time and place as may be designated by the Chairman of such meeting. At such adjourned meeting the holders of Exchangeable Shares present or represented by proxy thereat may
transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than two-thirds of the votes cast on such resolution at such meeting shall constitute the approval or consent of
the holders of the Exchangeable Shares.  




ARTICLE 11 

RECIPROCAL CHANGES, ETC. IN RESPECT OF SHIRE HOLDINGS ORDINARY SHARES 

	
11.1	
Each holder of an Exchangeable Share acknowledges that the Exchangeable Share Support Agreement provides, in part, that Shire will not without the prior approval of the Corporation and the prior approval of the holders of
the Exchangeable Shares given in accordance with Section 10.2 of these share provisions: 
	 
	 	
(a)	
issue or distribute Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying rights to acquire Shire Ordinary Shares) to the holders of all or substantially all of the then outstanding Shire
Ordinary Shares by way of share dividend or other distribution, other than an issue of Shire Ordinary Shares (or securities exchangeable for or convertible into or carrying     












     


     - 25 -



 

	 	 	rights to acquire Shire Ordinary
               Shares) to holders of Shire Ordinary Shares who exercise an option
               to receive dividends in Shire Ordinary Shares (or securities exchangeable
               for or convertible into or carrying rights to acquire Shire Ordinary
          Shares) in lieu of receiving cash dividends; 
	 	 	 
	 	
(b)	
issue or distribute rights, options or warrants to the holders of all or substantially all of the then outstanding Shire Ordinary Shares entitling them to subscribe for or to purchase Shire Ordinary Shares (or securities
exchangeable for or convertible into or carrying rights to acquire Shire Ordinary Shares); or    
	 
	 	
(c)	
issue or distribute to the holders of all or substantially all of the then outstanding Shire Ordinary Shares:  
	 
	 	 	
(i)	
shares or securities of Shire of any class other than Shire Ordinary Shares (other than shares convertible into or exchangeable for or carrying rights to acquire Shire Ordinary Shares);      
	 
	 	 	
(ii)	
rights, options or warrants other than those referred to in Section 11.1(b) above.     
	 
	 	 	
(iii)	
evidences of indebtedness of Shire; or 
	 
	 	 	
(iv)	
assets of Shire,       
	 	 	 	 
	 	unless the economic equivalent on a per share
               basis of such rights, options, securities, shares, evidences of
               indebtedness or other assets is issued or distributed simultaneously
          to holders of the Exchangeable Shares. 
	 	 



	
11.2	
Each holder of an Exchangeable Share acknowledges that the Exchangeable Share Support Agreement further provides, in part, that Shire will not without the prior approval of the Corporation and the prior approval of the
holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions:      
	 
	 	
(a)	
subdivide, redivide or change the then outstanding Shire Ordinary Shares into a greater number of Shire Ordinary Shares;       
	 
	 	
(b)	
reduce, combine, consolidate or change the then outstanding Shire Ordinary Shares into a lesser number of Shire Ordinary Shares; or    
	 
	 	
(c)	
reclassify or otherwise change the Shire Ordinary Shares or effect an amalgamation, merger, reorganization or ether transaction affecting the Shire Ordinary Shares,   
	 
	 	
unless the same or an economically equivalent change shall simultaneously be made to, or in, the rights of the holders of the Exchangeable Shares. The Exchangeable Share Support Agreement further provides, in part, that the
aforesaid provisions of the Exchangeable Share Support Agreement shall not be changed without the approval of    
















- 26 - 


	 	the holders of the Exchangeable
                    Shares given in accordance with Section 10.2 of these share
                    provisions.




ARTICLE 12 

ACTIONS BY THE CORPORATION UNDER SUPPORT AGREEMENT

	
12.1	
The Corporation will take all such actions and do all such things as shall be necessary or advisable to perform and comply with and to ensure performance and compliance by Shire, CallCo and the Corporation with all
provisions of the Exchangeable Share Support Agreement applicable to Shire, CallCo and the Corporation, respectively, in accordance with the terms thereof including, without limitation, taking all such actions and doing all such things as shall be
necessary or advisable to enforce to the fullest extent possible for the direct benefit of the Corporation all rights and benefits in favour of the Corporation under or pursuant to such agreement.     
	 
	
12.2	
The Corporation shall not propose, agree to or otherwise give effect to any amendment to, or waiver or forgiveness of its rights or obligations under, the Exchangeable Share Support Agreement without the approval of the
holders of the Exchangeable Shares given in accordance with Section 10.2 of these share provisions other than such amendments, waivers and/or forgiveness as may be necessary or advisable for the purposes of:  
	 
	 	
(a)	
adding to the covenants of the other parties to such agreement for the protection of the Corporation or the holders of the Exchangeable Shares thereunder,     
	 
	 	
(b)	
making such provisions or modifications not inconsistent with such agreement as may be necessary or desirable with respect to matters or questions arising thereunder which, in the good faith opinion of the Board of
Directors, it may be expedient to make, provided that the Board of Directors shall be of the good faith opinion, after consultation with counsel, that such provisions and modifications will not be prejudicial to the interests of the holders of the
Exchangeable Shares; or  
	 
	 	
(c)	
making such changes in or corrections to such agreement which, on the advice of counsel to the Corporation, are required far the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical
omission or mistake or manifest error contained therein, provided that the Board of Directors shall be of the good faith opinion, after consultation with counsel, that such changes or corrections will not be prejudicial to the interests of the
holders of the Exchangeable Shares.      




     ARTICLE 13

LEGEND; CALL RIGHTS

	
13.1	
The certificates evidencing the Exchangeable Shares shall contain or have affixed thereto a legend in form and on terms approved by the Board of Directors, with respect to the Exchangeable Share Support Agreement, and the
Voting and Exchange Trust Agreement      
















- 27 -



	 	(including the provisions with respect to
          the voting rights, exchange right and automatic exchange thereunder). 
	 	 
	
13.2	
Each holder of an Exchangeable Share, whether of record or beneficial, by virtue of becoming and being such a holder shall be deemed to acknowledge each of the Liquidation Call Right, the Retraction Call Right and the
Redemption Call Right, in each case, in favour of CallCo, and the overriding nature thereof in connection with the liquidation, dissolution or winding-up of the Corporation or the retraction or redemption of Exchangeable Shares, as the case may be,
and the Shire Call Right in favour of Shire and to be bound thereby in favour of CallCo or Shire, as the case may be, as therein provided.       





ARTICLE 14 

NOTICES

	 14.1	 Any notice, request of other communication
                    to be given to the Corporation by a holder of Exchangeable
                    Shares shall be in writing and shall be valid and effective
                    if given by mail (postage prepaid) or by telecopy or by delivery
                    to the registered office of the Corporation and addressed
                    to the attention of the President. Any such notice, request
                    or other communication, if given by mail, telecopy or delivery,
                    shall only be deemed to have been given and received upon
                    actual receipt thereof by the Corporation. 
	 
	 14.2	 Any presentation and surrender by a
                    holder of Exchangeable Shares to the Corporation or the Transfer
                    Agent of certificates representing Exchangeable Shares in
                    connection with the liquidation, dissolution or winding-up
                    of the Corporation or the retraction or redemption of Exchangeable
                    Shares shall be made by registered mail (postage prepaid)
                    or by delivery to the registered office of the Corporation
                    or to such office of the Transfer Agent as may be specified
                    by the Corporation, in each case, addressed to the attention
                    of the President of the Corporation. Any such presentation
                    and surrender of certificates shall only be deemed to have
                    been made and to be effective upon actual receipt thereof
                    by the Corporation or the Transfer Agent, as the case may
                    be. Any such presentation and surrender of certificates made
                    by registered mail shall be at the sole risk of the holder
                    mailing the same. 
	 
	 14.3	 Any notice, request or other
                    communication to be given to a holder of Exchangeable Shares
                    by or on behalf of the Corporation shall be in writing and
                    shall be valid and effective if given by mail (postage prepaid)
                    or by delivery to the address of the holder recorded in the
                    securities register of the Corporation or, in the event of
                    the address of any such holder not being so recorded, than
                    at the last known address of such holder. Any
                    such notice, request or other communication, if given by
                    mail, shall be deemed to have been given and received on
                    the third Business Day following the date of mailing and,
                    if given by delivery, shall be deemed to have been given
                    and received on the date of delivery. Accidental failure
                    or omission to give any notice, request or other communication
                    to one or more holders of Exchangeable Shares shall not invalidate
                    or otherwise alter or affect any action or proceeding to
                    be taken by the Corporation pursuant thereto.
















- 28 -

	
14.4	
If the Corporation determines that mail service is or is threatened to be interrupted at the time when the Corporation is required or elects to give any notice to the holders of Exchangeable Shares hereunder, the
Corporation shall, notwithstanding the provisions hereof give such notice by means of publication in The Globe and Mail, national edition, or any other English language daily newspaper or newspapers of general circulation in Canada and in a French
language daily newspaper of general circulation in the Province of Québec, once in each of two successive weeks, and notice so published shall be deemed to have been given on the latest date on which the first publication has taken
place.   
	 
	 	
If, by reason of any actual or threatened interruption of mail service due to strike, look-out or otherwise, any notice to be given to the Corporation would be unlikely to reach its destination in a timely manner, such
notice shall be valid and effective only if delivered personally to the Corporation in accordance with Section 14.1 or 14.2, as the case may be. 




     ARTICLE 15

WITHHOLDING
RIGHTS

	
15.1	
The Corporation, CallCo, Shire and the Exchange Agent will be entitled to deduct and withhold from any dividend or consideration otherwise payable to any holder of Exchangeable Shares, such amounts as the Corporation,
CallCo, Shire or the Exchange Agent is required to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986, the United
Kingdom tax laws or any provision of provincial, state, local or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts will be tested for all purposes hereof as having been paid to the holder of
the Exchangeable Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate tax authority. To the extent that the amount so required to be deducted or withheld
from any payment to a holder exceeds the cash portion of the consideration otherwise payable to the holder, the Corporation, CallCo, Shire and the Exchange Agent are hereby authorized to sell or otherwise dispose of such portion of the consideration
as is necessary to provide sufficient funds to the Corporation, CallCo, Shire or the Exchange Agent, as the case may be, to enable it to comply with such deduction or withholding requirement and the Corporation, CallCo, Shire or the Exchange Agent
will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale. The Corporation shall not be entitled to withhold amounts on dividends payable to holders of Exchangeable Shares pursuant to the United
States Internal Revenue Code of 1986 unless it has received an opinion from counsel stating that such withholding is required under the Internal Revenue Code of 1986. 














- 29 -




ARTICLE 16 

STAMP TAX 


	16.1	(a) 	Notwithstanding any other provision
               herein but subject to Section 16.1(b) below, holders of Exchangeable
               Shares or Persons to whom Exchangeable Shares are issued or transferred
               (in each case other than Shire, its Affiliates, the Transfer Agent
               or the Exchange Agent) shall be responsible for any and all Stamp
               Taxes payable in connection with the transfer, exchange, redemption
               or issuance of such shares or their exchange for Shire Ordinary
               Shares or Shire ADSs and, subject to Section 16.1(b) below, transferees
               of Shire Ordinary Sharers or Shire ADSs or Persons to whom Shire
               Ordinary Shares or Shire ADSs are issued (in each one other than
               Shire, its Affiliates, the Transfer Agent or the Exchange Agent)
               shall be responsible for any and all Stamp Taxes payable in connection
               with the transfer or issuance of such securities. In no event,
               subject to Section 16.1(b) below, will Shire, its Affiliates,
               the Transfer Agent or the Exchange Agent be responsible for any
               Stamp Taxes and Shire, its Affiliates, the Transfer Agent and/or
               the Exchange Agent shall make such regulations and arrangements
               as we necessary to ensure that such holders, such transferees
          and such Persons pay all such applicable Stamp Taxes. 
	 	 	 
	 	
(b)	
Shire shall be responsible for (i) any United Kingdom stamp duty and stamp duty reserve tax payable on the issue or transfer of Shire Ordinary Shares to a depository or do a nominee or agent for a depository pursuant to
these share provisions, (ii) any United Kingdom stamp duty reserve tax that arises in respect of the transfer of Exchangeable Shares in exchange for Shire ADSs and/or Shire Ordinary Shares (an “Exchange”), (iii) any United Kingdom stamp duty that Shire or any of its Affiliates requires to be paid on an Exchange, and (iv) any United Kingdom stamp duty payable on an issue of Exchangeable
Shares pursuant to these share provisions.