Exhibit 4.10


  GUARANTEE


       For
  value received, SHIRE PLC, a public limited company organized and existing
  under the laws of England and Wales (herein called the “Guarantor”,
  which term includes any successor Person under the Indenture referred to in
  the Security upon which this Guarantee is endorsed), hereby irrevocably and
  unconditionally guarantees to the Holder of the Security upon which this Guarantee
  is endorsed, and to the Trustee on behalf of each such Holder, the due and
  punctual payment of the principal of (and premium, if any, on) and interest,
  if any, on such Security when and as the same shall become due and payable,
  whether at the Stated Maturity, by declaration of acceleration, call for redemption
  or otherwise, in accordance with the terms of said Security and of the Indenture.
  In case of the failure of the Issuer punctually to make any such payment of
  principal (or premium, if any) or interest, if any, the Guarantor hereby agrees
  to cause any such payment to be made punctually when and as the same shall
  become due and payable, whether at the Stated Maturity, by declaration of acceleration,
call for redemption or otherwise, and as if such payment were made by the Issuer.


       The
  Guarantor hereby agrees that it shall make all payments in respect of principal
  of (and premium, if any, on) and interest (including interest on amounts in
  default), if any, on the Securities or the payment of any other sums due on
  the Securities pursuant to this Guarantee without deduction or withholding
  for or on account of any present or future taxes, duties, assessments or governmental
  charges of whatever nature imposed or levied upon or as a result of such payments
  by or on behalf of any taxing authority of the United Kingdom, unless deduction
  or withholding of such taxes, duties, assessments or governmental charges is
required by law.


       The
  Guarantor hereby agrees that its obligations hereunder shall be as if it were
  principal debtor and not merely surety, and shall be absolute and unconditional,
  irrespective of the validity, regularity or enforceability of said Security
  or the Indenture, the absence of any action to enforce the same, any waiver
  or consent by the Holder of said Security or by the Trustee or the Paying Agent
  with respect to any provisions thereof or of the Indenture, the recovery of
  any judgment against the Issuer or any action to enforce the same or any other
  circumstances which might otherwise constitute a legal or equitable discharge
  or defense of a guarantor. The Guarantor hereby waives diligence, presentment,
  demand of payment, filing of claims with a court in the event of insolvency
  or bankruptcy of the Issuer, any right to require a proceeding first against
  the Issuer, protest or notice with respect to said Security or the indebtedness
  evidenced thereby and all demands whatsoever, and covenants that this Guarantee
  will not be discharged except by complete performance of its obligations contained
in the Indenture, said Security and this Guarantee.

















       The
  Holder of the Security on which this Guarantee is endorsed is entitled to the
  further benefits relating thereto set forth in the Security and the Indenture.
  No reference herein to the Indenture and no provision of this Guarantee, said
  Security or the Indenture shall alter or impair the guarantee of the Guarantor,
  which is absolute and unconditional, of the due and punctual payment of the
  principal of (and premium, if any, on) and interest, if any, the Security upon
which this Guarantee is endorsed.


       The
  Indenture, the Securities and this Guarantee are governed by and will be construed
  in accordance with the laws of the State of New York, without regard to the
  applicable principles of conflicts of laws to the extent that the application
of the laws of another jurisdiction would be required thereby.


       REFERENCE
  IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS GUARANTEE SET FORTH IN SAID
  SECURITY AND IN THE INDENTURE, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.


       Terms
  used in this Guarantee and not defined herein shall have the meaning assigned
to them in the Indenture.


       This
  Guarantee shall not be valid or obligatory for any purpose until: (i) the certificate
  of authentication on the within Security has been executed by the Trustee,
  directly or through an Authenticating Agent, by manual or facsimile signature
  of an authorized signatory; and (ii) the Amended and Restated Indenture, dated
  as of September 23, 2005, among the Issuer, Shire Pharmaceuticals Group plc,
  as guarantor, the Guarantor and the Trustee, is effective in accordance with
its terms.


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       IN
WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed.


  Dated: September 23, 2005


  	 SHIRE
      PLC
	 	 	 
	By:	 
	 	

	 	Name:	 
	 	Title:	 




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