10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended March 31, 2007

Commission File Number: 0-29630

SHIRE PLC

(Exact name of registrant as specified in its charter)

England and Wales (State or other jurisdiction of incorporation or organization)	98-0484822 (I.R.S. Employer Identification No.)
Hampshire International Business Park, Chineham, Basingstoke, Hampshire, England, RG24 8EP (Address of principal executive offices and zip code)	+44 1256 894 000 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.

Large accelerated filer x Accelerated filer o Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As at April 24, 2007, the number of outstanding ordinary shares of the Registrant was 552,460,253.

THE “SAFE HARBOR” STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Statements included herein that are not historical facts are forward-looking statements. Such forward-looking statements involve a number of risks and uncertainties and are subject to change at any time. In the event such risks or uncertainties materialize, Shire’s results could be materially affected. The risks and uncertainties include, but are not limited to, risks associated with: the inherent uncertainty of pharmaceutical research, product development, manufacturing and commercialization; the impact of competitive products, including, but not limited to the impact of those on Shire’s Attention Deficit and Hyperactivity Disorder (ADHD) franchise; patents, including but not limited to, legal challenges relating to Shire’s ADHD franchise; government regulation and approval, including but not limited to the expected product approval dates of SPD503 (guanfacine extended release) (ADHD) and SPD465 (extended release triple-bead mixed amphetamine salts) (ADHD); Shire’s ability to secure new products for commercialization and/or development; Shire’s ability to benefit from its acquisition of New River Pharmaceuticals Inc.; and other risks and uncertainties detailed from time to time in Shire plc’s filings with the Securities and Exchange Commission, particularly Shire plc’s Annual Report on Form 10-K for the year ended December 31, 2006.

The following are trademarks referred to in this Form 10-Q, either owned or licensed by Shire plc or companies within the Shire Group, which are the subject of trademark registrations in certain territories.

ADDERALL XR^® (mixed salts of a single entity amphetamine)

ADDERALL^® (mixed salts of a single entity amphetamine)

CALCICHEW^® range (calcium carbonate with or without vitamin D₃)

CARBATROL^® (carbamazepine extended-release capsules)

DAYTRANA™(methylphenidate transdermal system)

ELAPRASE™ (idursulfase)

FOSRENOL^® (lanthanum carbonate)

GENE-ACTIVATED^®

LIALDA™ (mesalamine)

REMINYL^® (galantamine hydrobromide) (UK and Republic of Ireland)

REMINYL XL™ (galantamine hydrobromide) (UK and Republic of Ireland)

REPLAGAL^® (agalsidase alfa)

VYVANSE™ (lisdexamfetamine dimesylate)

XAGRID^® (anagrelide hydrochloride)

The following are trademarks of third parties referred to in this Form 10-Q.

3TC (trademark of GlaxoSmithKline (GSK))

DYNEPO(trademark of Sanofi-Aventis)

PENTASA (trademark of Ferring)

RAZADYNE (trademark of Johnson & Johnson)

REMINYL (trademark of Johnson & Johnson, excluding UK and Republic of Ireland)

SEASONIQUE (trademark of Barr Laboratories, Inc.)

ZEFFIX (trademark of GSK)

1

SHIRE PLC

Form 10-Q for the three months to March 31, 2007

Table of contents

			Page
PART I		FINANCIAL INFORMATION
ITEM 1.		FINANCIAL STATEMENTS
	Consolidated Balance Sheets at March 31, 2007 and December 31, 2006		3
	Consolidated Statements of Operations for the three months to March 31, 2007 and March 31, 2006		5
	Consolidated Statement of Changes in Shareholders’ Equity for the three months to March 31, 2007		7
	Consolidated Statements of Comprehensive Income for the three months to March 31, 2007 and March 31, 2006		8
	Consolidated Statements of Cash Flows for the three months to March 31, 2007 and March 31, 2006		9
	Notes to the Consolidated Financial Statements		11
ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
ITEM 3.		QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	39
ITEM 4.		CONTROLS AND PROCEDURES	39
PART II		OTHER INFORMATION	40
ITEM 1.		LEGAL PROCEEDINGS	40
ITEM 1A.		RISK FACTORS	40
ITEM 2.		UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40
ITEM 3.		DEFAULTS UPON SENIOR SECURITIES	40
ITEM 4.		SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	40
ITEM 5.		OTHER INFORMATION	40
ITEM 6.		EXHIBITS	41

2

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SHIRE PLC

UNAUDITED CONSOLIDATED BALANCE SHEETS

	Notes		March 31, 2007 $’M		December 31, 2006 $’M
ASSETS
Current assets:
Cash and cash equivalents				2,046.2		1,126.9
Restricted cash				30.2		29.8
Accounts receivable, net		4		388.4		310.8
Inventories, net		5		145.2		131.1
Deferred tax asset				92.4		105.7
Prepaid expenses and other current assets		6		131.4		106.0
Total current assets				2,833.8		1,810.3
Non current assets:
Investments				66.7		55.8
Property, plant and equipment, net				291.9		292.8
Goodwill				237.7		237.4
Other intangible assets, net		7		746.4		762.4
Deferred tax asset				155.4		155.3
Other non-current assets		8		21.2		12.4
Total assets				4,353.1		3,326.4
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		9		567.8		566.1
Liability to dissenting shareholders				458.5		452.3
Other current liabilities		10		59.3		313.6
Total current liabilities				1,085.6		1,332.0
Non-current liabilities		11		339.9		52.1
Total liabilities				1,425.5		1,384.1
Commitments and contingencies		13

3

SHIRE PLC

UNAUDITED CONSOLIDATED BALANCE SHEETS (continued)

	Notes	March 31, 2007 $’M			December 31, 2006 $’M
Shareholders’ equity:
Common stock of 5p par value; 750.0 million shares authorized; and 551.5 million shares issued and outstanding (2006: 750.0 million shares authorized; and 506.7 million shares issued and outstanding)			48.1			43.7
Exchangeable shares: 1.3 million shares issued and outstanding (2006: 1.3 million)			59.3			59.4
Treasury stock			(139.1	)		(94.8	)
Additional paid-in capital			2,400.1			1,493.2
Accumulated other comprehensive income			93.5			87.8
Retained earnings			465.7			353.0
Total shareholders’ equity			2,927.6			1,942.3
Total liabilities and shareholders’ equity			4,353.1			3,326.4

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

SHIRE PLC

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	Notes		3 months to March 31, 2007 $’M			3 months to March 31, 2006 $’M
Revenues:
Product sales				461.5			346.0
Royalties				59.5			61.0
Other revenues				7.2			4.0
Total revenues				528.2			411.0
Costs and expenses:
Cost of product sales				63.5			62.0
Research and development				80.8			127.4
Selling, general and administrative				242.7			204.9
Integration costs		2		-			2.3
Total operating expenses				387.0			396.6
Operating income				141.2			14.4
Interest income				19.8			14.2
Interest expense				(7.8	)		(5.6	)
Other income, net				0.5			0.5
Total other income, net				12.5			9.1
Income from continuing operations before income taxes and equity in earnings of equity method investees				153.7			23.5
Income taxes				(41.5	)		(6.5	)
Equity in earnings of equity method investees				0.5			3.5
Income from continuing operations				112.7			20.5
Gain on disposition of discontinued operations (net of income tax expense of $nil)		3		-			40.6
Net income				112.7			61.1

5

SHIRE PLC

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS (continued)

	Notes		3 months to March 31, 2007		3 months to March 31, 2006
Earnings per share - basic
Income from continuing operations				21.6c		4.0c
Gain on disposition of discontinued operations				-		8.1c
				21.6c		12.1c
Earnings per share - diluted
Income from continuing operations				21.3c		4.0c
Gain on disposition of discontinued operations				-		8.0c
				21.3c		12.0c
Weighted average number of shares (millions):
Basic		15		522.6		503.2
Diluted		15		529.7		510.3

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

SHIRE PLC

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

	Common stock $’M		Common stock Number of shares M’s		Exchange-able shares $’M			Exchange-able shares Number of shares M’s		Treasury stock $’M			Additional paid-in capital $’M		Accumu-lated other compre- hensive income $’M			Retained earnings $’M		Total share-holders’ equity $’M
As at January 1, 2007		43.7		506.7		59.4			1.3		(94.8	)		1,493.2		87.8			353.0		1,942.3
Net income for the period		-		-		-			-		-			-		-			112.7		112.7
Foreign currency translation		-		-		-			-		-			-		(0.2	)		-		(0.2	)
Shares issued, net of issue costs		4.2		42.9		-			-		-			874.1		-			-		878.3
Exchange of exchangeable shares		-		-		(0.1	)		-		-			0.1		-			-		-
Options exercised		0.2		1.9		-			-		-			22.1		-			-		22.3
Stock option compensation		-		-		-			-		-			10.6		-			-		10.6
Treasury stock		-		-		-			-		(44.3	)		-		-			-		(44.3	)
Unrealized holding gain on available-for-sale securities		-		-		-			-		-			-		5.9			-		5.9
As at March 31, 2007		48.1		551.5		59.3			1.3		(139.1	)		2,400.1		93.5			465.7		2,927.6

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

SHIRE PLC

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	3 months to March 31, 2007			3 months to March 31, 2006
	$’M			$’M
Net income		112.7			61.1
Other comprehensive income:
Foreign currency translation adjustments		(0.2	)		5.2
Unrealized holding gain on available-for-sale securities		5.9			0.3
Comprehensive income		118.4			66.6

The components of accumulated other comprehensive income as at March 31, 2007 and December 31, 2006 are as follows:

	March 31, 2007 $’M		December 31, 2006 $’M
Foreign currency translation adjustments		80.2		80.4
Unrealized holding gain on available-for-sale securities		13.3		7.4
Accumulated other comprehensive income		93.5		87.8

There are no material tax effects related to the items included above.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

SHIRE PLC

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

	3 months to March 31, 2007 $’M			3 months to March 31, 2006 $’M
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		112.7			61.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization:
Cost of product sales		1.3			1.1
Selling, general and administrative		28.6			22.9
Share-based compensation		10.6			9.0
Write-down of long-term assets		0.3			-
Loss on sale of long-term assets		0.1			-
Equity in earnings of equity method investees		(0.5	)		(3.5	)
Gain on disposition of discontinued operations		-			(40.6	)
Changes in operating assets and liabilities, net of acquisitions:
(Increase)/decrease in accounts receivable		(77.8	)		56.4
Increase in sales deduction accrual		29.7			4.9
(Increase)/decrease in inventory		(13.4	)		5.1
(Increase)/decrease in prepayments and other current assets		(13.8	)		22.6
(Increase)/decrease in other assets		(9.1	)		2.4
Movement in deferred taxes		13.7			(10.2	)
Decrease in accounts and notes payable and other liabilities		(17.5	)		(4.5	)
Increase/(decrease) in deferred revenue		36.5			(3.3	)
Net cash provided by operating activities (A)		101.4			123.4
CASH FLOWS FROM INVESTING ACTIVITIES
Movement in short-term investments		-			5.5
Movement in restricted cash		(0.4	)		(0.3	)
Expenses relating to the acquisition of New River Pharmaceuticals, Inc. (“New River”)		(3.1	)		-
Purchase of subsidiary undertaking		-			(0.8	)
Purchase of long-term investments		(2.1	)		(0.5	)
Purchase of property, plant and equipment		(17.9	)		(26.5	)
Purchase of intangible assets		(28.2	)		(0.2	)
Deposit received for sale of intangibles assets		7.0			-
Proceeds from loan repaid by ID Biomedical Corporation		-			70.6
Returns of equity investments		1.2			-
Net cash (used in)/provided by investing activities (B)		(43.5	)		47.8

9

SHIRE PLC

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

	3 months to March 31, 2007 $’M			3 months to March 31, 2006 $’M
CASH FLOWS FROM FINANCING ACTIVITIES:
Redemption of 2% convertible loan notes		-			(0.1	)
Payment of debt issuance costs		(2.9	)		-
Proceeds from exercise of options		22.3			13.8
Proceeds from issue of common stock, net of issue costs		878.3			-
Proceeds from exercise of warrants		7.0			-
Tax benefit of share-based compensation, charged directly to equity		-			1.2
Payments to acquire treasury stock		(44.3	)		(2.0	)
Net cash provided by financing activities (C)		860.4			12.9
Effect of foreign exchange rate changes on cash and cash equivalents (D)		1.0			1.8
Net increase in cash and cash equivalents (A+B+C+D)		919.3			185.9
Cash and cash equivalents at beginning of period		1,126.9			656.5
Cash and cash equivalents at end of period		2,046.2			842.4

The accompanying notes are an integral part of these unaudited consolidated financial statements

10

SHIRE PLC

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.Summary of Significant Accounting Policies

(a) Basis of Presentation

These interim financial statements of Shire plc and its subsidiaries (collectively “Shire” or “the Company”) and other financial information included in this Form 10-Q, are unaudited. They have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and Securities and Exchange Commission (“SEC”) regulations for interim reporting.

The December 31, 2006 balance sheet was derived from audited financial statements but does not include all disclosures required by US GAAP. However, the Company believes that the disclosures are adequate to make the information presented not misleading.

These interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year to December 31, 2006.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted from these interim financial statements. However, these interim financial statements include all adjustments, which are, in the opinion of management, necessary to fairly state the results of the interim periods. Interim results are not necessarily indicative of results to be expected for the full year.

(b) Use of estimates in interim financial statements

The preparation of interim financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are primarily made in relation to provisions for litigation, valuation of intangible assets, the valuation of equity investments, sales deductions, income taxes and share-based payments and the amount payable to former holders of Transkaryotic Therapies Inc. (“TKT”) common stock of approximately 11.3 million shares who have submitted and not withdrawn written demands for appraisal of these shares in relation to the Company’s acquisition of TKT on July 27, 2005.

(c) Income taxes

The Company provides for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No.109, "Accounting for Income Taxes" and FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (”FIN 48”)

Uncertain tax positions are recognized in the financial statements for positions which are considered more likely than not of being sustained based on the technical merits of the position on audit by the tax authorities. The measurement of the tax benefit recognized in the financial statements is based upon the largest amount of tax benefit that, in management’s judgement, is greater than 50% likely of being realized based on a cumulative probability assessment of the possible outcomes.

Deferred tax assets and liabilities are provided for differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the tax bases of assets and liabilities that will result in future taxable or deductible amounts. The deferred tax assets and liabilities are measured using the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Income tax expense is computed as the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company recognizes interest relating to unrecognized tax benefits and penalties within income taxes.

(d) Accounting pronouncements adopted during the period

FIN 48

On January 1, 2007 the Company adopted FIN 48, which clarifies the accounting for uncertain tax positions. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure.

11

The Company files income tax returns in the US (both federal and various states) and various other jurisdictions. With few exceptions, the Company is no longer subject to income tax examinations by tax authorities for years before 1999.

On adoption of FIN 48, the provisions have been applied to all tax positions. At January 1, 2007 the Company had recognized a liability of $234.4 million for total unrecognized tax benefits, the full amount of which would affect the effective tax rate if recognized, and the Company had accrued approximately $41.3 million for the payment of interest and penalties.

There was no cumulative effect adjustment to the opening balance of retained earnings arising as a result of the adoption of FIN 48 and with the exception of an amount of $270.7 million, which has been reclassified from current liabilities to non-current liabilities at January 1, 2007, no adjustments have been made to the other components of equity or net assets in the statement of financial position.

On adoption, the Company anticipated that various ongoing tax audits would be concluded in the next twelve months. The Company estimated that, as a result, it is reasonably possible that the amount of unrecognized tax benefits could decrease by approximately $5 million.

The Company continues to recognize interest relating to unrecognized tax benefits and penalties within income taxes. During the quarter ended March 31, 2007, the Company accrued interest and penalties of $7.9 million relating to unrecognized tax benefits within income taxes.

EITF 06-3

In September 2006, the Emerging Issues Task Force (“EITF”) reached a consensus regarding the issue “How Sales Taxes Collected from Customers and Remitted to Governmental Authorities should be presented in the Income Statement (That Is, Gross versus Net Presentation)”. The scope of the issue includes any tax assessed by a governmental authority that is directly imposed on a revenue producing transaction between a seller and a customer and may include, but is not limited to, sales, use, value added, and some excise taxes. The EITF concluded that the presentation of taxes within the scope of EITF 06-3 as either gross (included within revenues and costs) or net (excluded from revenues) is an accounting policy decision that should be disclosed. In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant. The disclosure of those taxes can be done on an aggregate basis. The guidance in this Issue should be applied to financial reports for interim and annual reporting periods beginning after December 15, 2006. On adoption of EITF 06-3, the Company continued to present revenues net of taxes. The adoption of EITF 06-03 did not have a material impact on the Company's consolidated financial position, results of operations or cash flows or financial statement disclosure.

(e) New accounting pronouncements to be adopted in future periods

SFAS No. 159

On February 15, 2007 the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. The unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007 and for interim periods within those fiscal years.  The Company is currently reviewing the impact of the adoption of SFAS No. 159 on its financial statements.

SFAS No. 157

In September 2006 the FASB issued SFAS 157, “Fair Value Measurements”, which provides a single definition of fair value, establishes a framework for the measurement of fair value and expands disclosure about the use of fair value to measure assets and liabilities. SFAS 157 is effective for fiscal years beginning after November 15, 2007, and for interim periods within those fiscal years; SFAS 157 will therefore be applicable for the Company’s fiscal year commencing January 1, 2008. The Company is currently reviewing the impact of the adoption of SFAS 157 on its financial statements.

12

2.Integration costs

In connection with the acquisition of TKT, Shire management approved and initiated plans to restructure the operations of the enlarged Company.

Integration costs represent incremental costs incurred by the Company directly related to the absorption of the TKT business into the Company, including expenditures for consulting and systems integration. The charges have been presented as integration costs in the statement of operations and are accounted for solely within the Human Genetic Therapies (“HGT”) reporting segment.

No further costs in connection with the integration of TKT are anticipated. Integration costs paid in the period to March 31, 2007 are included below.

	Opening liability		Paid in 3 months to March 31, 2007			Closing liability
	$’M		$’M			$’M
Employee severance and retention payments for key TKT employees		2.7		(2.7	)		-
Information technology costs		0.1		(0.1	)		-
Included within current liabilities		2.8		(2.8	)		-

3.Reorganizations

Disposal of the vaccines business

On September 9, 2004 the Company completed the disposal of its vaccines business to ID Biomedical Corporation (“IDB”). As part of the transaction, Shire entered into an agreement to provide IDB with a loan facility of up to $100 million. Drawings under the loan facility were segregated into two components: (i) drawings for injectable flu development of $70.6 million and (ii) drawings for pipeline development of $29.4 million. As at December 31, 2005, the whole $100 million facility had been drawn down.

During the three months to March 31, 2006 the Company received $78.7 million from IDB, being the full repayment of the $70.6 million injectable flu development drawings, together with accrued interest of $8.1 million. The repayment followed GSK’s acquisition of IDB, after which IDB was provided with resources by GSK to fund the early repayment of the injectable flu tranche. The $29.4 million pipeline development tranche of the loan facility is still outstanding and is fully provided against.

At the time of the disposal, a provision of $70.0 million was charged to discontinued operations on the basis that there was no certainty of recovery of this amount. The $70.0 million provision was allocated against all of the pipeline development tranche ($29.4 million) and against $40.6 million of the $70.6 million injectable flu development tranche.

Accordingly, the $78.7 million received was recorded during Q1 2006 as:

· a gain on disposition of discontinued operations of $40.6 million (being the amount previously provided against the injectable flu development tranche);

· settlement of the loan receivable balance of $31.6 million (being the unprovided component of the injectable flu development loan, plus recognized and accrued interest); and

· interest income of $6.5 million (being interest earned in Q1 2006 of $1.0 million and $5.5 million of interest earned but provided for in previous periods).

The repayment of the $70.6 million injectable flu tranche had no tax effect.

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4. Accounts receivable, net

Trade receivables at March 31, 2007 of $388.4 million (December 31, 2006: $310.8 million), are stated net of a provision for doubtful accounts and discounts of $10.5 million (December 31, 2006: $8.8 million).

Provision for doubtful accounts and discounts:

	2007 $’M			2006 $’M
As at January 1,		8.8			9.7
Provision charged to operations		15.3			12.3
Provision utilization		(13.6	)		(13.0	)
As at March 31,		10.5			9.0

5.Inventories, net

	March 31, 2007 $’M		December 31, 2006 $’M
Finished goods		51.3		50.1
Work-in-process		68.4		59.2
Raw materials		25.5		21.8
		145.2		131.1

6.Prepaid expenses and other current assets

	March 31, 2007 $’M		December 31, 2006 $’M
Prepaid expenses		44.0		39.0
Income tax receivable		17.4		20.7
Sales taxes receivable		15.3		16.0
Deferred costs directly in respect of the acquisition of New River		9.6		-
Intangible assets held for sale		5.0		-
Other current assets		40.1		30.3
		131.4		106.0

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7. Other intangible assets, net

	March 31, 2007 $’M			December 31, 2006 $’M
Intellectual property rights acquired		1,074.1			1,069.3
Less: Accumulated amortization		(327.7	)		(306.9	)
		746.4			762.4

During the three months to March 31, 2007 the Company acquired assets totalling $3.2 million, with a weighted average amortization period of twelve years.

The useful economic lives of all intangible assets that continue to be amortized under SFAS No. 142, “Goodwill and Other Intangible Assets” have been assessed. Management estimates that the annual amortization charges in respect of intangible fixed assets held at March 31, 2007 will be approximately $65 million for each of the five years to March 31, 2012. Estimated amortization expense can be affected by various factors including future acquisitions, including the acquisition of New River which completed on April 19, 2007, disposals of product rights, foreign exchange movements and the technological advancement and regulatory approval of competitor products.

8.Other non-current assets

	March 31, 2007 $’M		December 31, 2006 $’M
Supplemental Executive Retirement Plan investment		7.0		7.0
Deferred financing costs		9.8		-
Other assets		4.4		5.4
		21.2		12.4

9.Accounts payable and accrued expenses

	March 31, 2007 $’M		December 31, 2006 $’M
Trade accounts payable		39.7		54.5
Accrued rebates - Medicaid		130.1		94.7
Accrued rebates - Managed care		29.0		31.7
Sales return reserve		32.9		36.5
Accrued coupons		13.8		13.0
Accrued bonuses		22.5		47.5
Accrued employee compensation and benefits payable		29.5		29.7
Research and development accruals		24.4		52.9
Marketing accruals		35.3		32.1
Deferred revenue		41.6		7.1
Accrued settlement costs		22.2		22.0
Other accrued expenses		146.8		144.4
		567.8		566.1

Deferred revenue includes $31.4 million in relation to product launch shipments of LIALDA.

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10.Other current liabilities

	March 31, 2007 $’M		December 31, 2006 $’M
Income taxes payable		22.4		294.5
Sales tax payable		5.0		4.8
Other accrued liabilities		31.9		14.3
		59.3		313.6

On adoption of FIN 48 an amount of $270.7 million has been reclassified from current liabilities to non-current liabilities as at January 1, 2007. See Note 1 for further details.

11.Non-current liabilities

	March 31, 2007 $’M		December 31, 2006 $’M
Income taxes payable		286.6		-
Other accrued liabilities		53.3		52.1
		339.9		52.1

12.Long-term debt

In connection with the acquisition of New River, Shire plc entered into a Multicurrency Term and Revolving Facilities Agreement (the “Facilities Agreement”) with ABN AMRO Bank N.V., Barclays Capital, Citigroup Global Markets Limited and The Royal Bank of Scotland plc (the “Arrangers”) on February 20, 2007. The Facilities Agreement comprises three credit facilities: (i) a committed multicurrency five year term loan facility in an aggregate amount of $1,000 million (“Term Loan A”), (ii) a committed multicurrency 364 day term (with a further 364 day extension option) loan facility in an aggregate amount of $300 million (“Term Loan B”) and (iii) a committed five year revolving loan facility in an aggregate amount of $1,000 million (the “RCF” and, together with Term Loan A and Term Loan B, the “Facilities”). Shire plc has agreed to act as guarantor for any of its subsidiaries that borrow under the Facilities Agreement.

The RCF, which includes a $250 million swingline facility, may be used for general corporate purposes. Term Loan A and Term Loan B may be used only for financing the acquisition of New River (including related fees and transaction costs) and refinancing any existing indebtedness of New River or its subsidiaries.

The RCF and Term Loan A mature on February 20, 2012. Term Loan A is repaid in annual installments on the anniversary of the Facilities Agreement in the following amounts: $150 million in 2008, $150 million in 2009, $200 million in 2010, $200 million in 2011 and the balance on maturity. Term Loan B matures on February 19, 2008. As noted above, at Shire’s request, the maturity date of Term Loan B may be extended for a further 364 days.

The availability of loans under each of the Facilities is subject to customary conditions, including the absence of any defaults thereunder and the accuracy (in all material respects) of Shire’s representations and warranties contained therein.

The Facilities include representations and warranties, covenants and events of default, including (i) requirements that Shire’s ratio of Net Debt to EBITDA (as defined in the Facilities Agreement) does not exceed 3.50:1 for the 12 month period ending 31 December, 2007; 3.25:1 for the 12 month period ending 30 June 2008; and 3.00:1 for each 12 month period ending 31 December and 30 June thereafter: and (ii) that the ratio of EBITDA to Net Interest (as defined in the Facilities Agreement) must not be less than 4.0 to 1, for each 12 month period ending 31 December or 30 June, and (iii) additional limitations on the creation of liens, disposal of assets, incurrence of indebtedness, making of loans and giving of guarantees.

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Interest on loans under the Facilities will be payable on the last day of each interest period, which period may be one week or one, two, three or six months at the election of Shire (or as otherwise agreed with the Lenders). The interest rate on each loan drawn under the RCF or Term Loan A for each interest period is the percentage rate per annum which is the aggregate of the applicable margin (initially set at 0.80 per cent per annum until delivery of the compliance certificate for the year ending 31 December, 2007 and thereafter ranging from 0.40 to 0.80 per cent per annum, depending on the ratio of Net Debt to EBITDA), LIBOR, and mandatory cost, if any (as calculated in accordance with Schedule 5 of the Facilities Agreement). The interest rate on each loan drawn under Term Loan B for each interest period is the percentage rate per annum which is the aggregate of the applicable margin (being from 0.50 per cent for the first six months from the date of the Facilities Agreement, 0.75 per cent for the second six months and 1.00 per cent per annum thereafter), LIBOR, and mandatory cost, if any (as calculated in accordance with Schedule 5 of the Facilities Agreement).

Shire shall also pay fees equal to 35 per cent per annum of the applicable margin on available commitments under the RCF for the availability period applicable to the RCF and 20 per cent per annum of the applicable margin on available commitments under Term Loan A and Term Loan B for the availability period applicable to Term Loan A and Term Loan B. Interest on overdue amounts under the Facilities will accrue at a rate, which is one percentage point higher than the rates otherwise applicable to the loans under the Facilities.

The Facilities Agreement restricts (subject to certain carve-outs) Shire’s ability to incur additional financial indebtedness, grant security over its assets or provide or guarantee loans. Further, any lender may require mandatory prepayment of its participation if there is a change in control of Shire.

Upon a change of control of Shire or upon the occurrence of an event of default and the expiration of any applicable cure period, the total commitments under the Facilities may be canceled, all or part of the loans, (together with accrued interest and all other amounts accrued or outstanding) may become immediately due and payable. Events of default under the Facilities Agreement include: (i) non-payment of any amounts due under the Facilities; (ii) failure to satisfy any financial covenants; (iii) material misrepresentation in any of the finance documents; (iv) failure to pay, or certain other defaults under other financial indebtedness; (v) certain insolvency events or proceedings; (vi) material adverse changes in the business, operations, assets or financial condition of the group; (vii) certain US Employee Retirement Income Security Act (ERISA) breaches which would have a material adverse effect; (viii) if it becomes illegal for Shire or any of its subsidiaries that are parties to the Facilities Agreement to perform their obligations or (ix) if Shire or any subsidiary of Shire which is party to the Facilities Agreement repudiates the Facilities Agreement or any Finance Document (as defined in the Facilities Agreement). The Facilities Agreement is governed by English law.

As at March 31, 2007 the Company had not utilized these facilities. During the quarter ended March 31, 2007 the Company incurred costs of $14.3 million in relation to the arrangement of the Facilities of which $4.5 million was deferred within other current assets and a further $9.8 million within other non-current assets at March 31, 2007. These costs will be amortized over the estimated term of the relevant loan.

On April 18, 2007 the Company fully utilized Term Loan A of $1,000 million and Term Loan B of $300 million to partially fund the acquisition of New River. The RCF has not been utilized.

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13. Commitments and contingencies

(a) Leases

Future minimum lease payments presented below include operating lease payments and other fixed executory fees under lease arrangements as at March 31, 2007:

	Operating leases $’M
2007		21.9
2008		32.9
2009		28.8
2010		27.7
2011		22.0
2012		14.0
Thereafter		46.7
		194.0

(i)Operating leases

The Company leases facilities, motor vehicles and certain equipment under operating leases expiring through 2025. Lease and rental expense included in selling, general and administrative expenses in the accompanying statements of operations amounted to $6.4 million for the three months to March 31, 2007 (2006: $6.0 million).

(ii)Restricted cash in respect of leases

As at March 31, 2007 the Company had $6.8 million of restricted cash held as collateral for certain equipment leases (December 31, 2006: $6.7 million).

(b) Letters of credit and guarantees

As at March 31, 2007, the Company had the following letters of credit:

(i)an irrevocable standby letter of credit with Barclays Bank plc, in the amount of $14.2 million, providing security on the recoverability of insurance claims. The Company has restricted cash of $15.5 million, as required by this letter of credit; and

(ii)an irrevocable standby letter of credit with Bank of America in the amount of $7.9 million, providing security on the payment of lease obligations. The Company has restricted cash of $7.9 million, as required by this letter of credit.

(c) Commitments

(i)   DAYTRANA

In connection with the Company’s acquisition in 2003 from Noven Pharmaceuticals, Inc. (“Noven”) of the worldwide sales and marketing rights to DAYTRANA, Shire has a remaining obligation to pay Noven up to $50 million, contingent on future sales performance.

(ii)  VYVANSE

In January 2005, Shire entered into an agreement with New River to collaborate in developing, manufacturing, marketing and selling VYVANSE in the US.  In the rest of the world, Shire acquired the license to develop and commercialize VYVANSE.

The US Food and Drug Administration (“FDA”) granted marketing approval for VYVANSE on February 23, 2007. The FDA proposed that VYVANSE be classified as a Schedule II controlled substance. No milestone was payable to New River upon approval. On February 22, 2007 the US Drug Enforcement Administration (“DEA”) issued a proposed Schedule II controlled substance classification for VYVANSE and it is expected that final scheduling will become effective in June 2007. The product launch in the US is also expected to take place in June 2007.

On April 19, 2007 the Company completed its acquisition of New River and therefore has no further commitments under the collaboration agreement other than commitments between wholly owned companies in the Shire group. For further information on the acquisition of New River see Note 17.

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(iii)  Women’s Health Products

In September 2006, Shire and Duramed Pharmaceuticals, Inc (“Duramed”) entered into an agreement related to SEASONIQUE, a number of products using Duramed’s transvaginal ring technology and other oral products. Shire has the right to market these products in a number of markets outside of North America, including the larger European markets.

Under this agreement, Shire will reimburse Duramed for US development expenses incurred going forward up to a maximum of $140 million over eight years. US development expenditure reimbursement for the quarter ended March 31, 2007 totalled $4.3 million. At March 31, 2007 the maximum future reimbursement for Duramed incurred US development expenditure is $133.2 million. Shire will separately be responsible for development costs in its licensed territories.

(iv)Tissue Protective Cytokine (“TPC”) technology development rights

In connection with the Company’s licence of TPC technology rights in non-nervous system indications from Warren Pharmaceuticals, Inc (“Warren”), the Company is committed to making payments on achievement of certain milestones. The Company is not required to make any payments to Warren upon regulatory approval of the first product for the first indication. However, it is obligated to make milestone payments to Warren of $25 million upon regulatory approval in up to five subsequent major indications. 

(v) Other R&D and sales milestones

In addition to the commitments set out in (i) to (iv) at March 31, 2007 the Company had commitments payable on achievement of specified milestones and fees payable for products under development in-licensed from third parties of $70.2 million (December 31, 2006: $75.6 million), of which $7.5 million could be paid in 2007.

(vi)   Clinical testing

At March 31, 2007 the Company had committed to pay approximately $61.2 million (December 31, 2006: $55.0 million) to contract vendors for administering and executing clinical trials. The Company expects to pay $32.7 million (December 31, 2006: $36.1 million) of these commitments in 2007. However, the timing of these payments is not reasonably certain as payments are dependent upon actual services performed by the organizations as determined by patient enrollment levels and related activities.

(vii)   Contract manufacturing

At March 31, 2007 the Company had committed to pay approximately $89.1 million (December 31, 2006: $83.4 million) in respect of contract manufacturing, of which $70.4 million (December 31, 2006: $64.5 million) will be payable in 2007 and a further $18.7 million (December 31, 2006: $18.9 million) will be payable in 2008.

(viii)   Investment commitments

At March 31, 2007 the Company had outstanding commitments to subscribe for interests in companies and partnerships for amounts totaling $13.8 million (December 31, 2006: $15.9 million) which may be payable in 2007, depending on the timing of capital calls.

(ix)   Capital commitments

At March 31, 2007, the Company has committed to spend $3.7 million in 2007 in respect of capital commitments. This includes commitments for the expansion and modification of its manufacturing facility at Owings Mills, Maryland.

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(d)  Legal proceedings

General

The Company accounts for litigation losses and insurance claims and provisions in accordance with SFAS No. 5, "Accounting for Contingencies" (SFAS No. 5). Under SFAS No. 5, loss contingency provisions are recorded for probable losses when management is able to reasonably estimate the loss. Where the estimated loss lies within a range and no particular amount within that range is a better estimate than any other amount, the minimum amount is recorded. In other cases management's best estimate of the loss is recorded. These estimates are developed substantially before the ultimate loss is known and the estimates are refined in each accounting period in light of additional information becoming known. In instances where the Company is unable to develop a reasonable estimate of loss, no litigation loss is recorded at that time. As information becomes known a loss provision is set up when a reasonable estimate can be made. The estimates are reviewed quarterly and the estimates are changed when expectations are revised. Any outcome upon settlement that deviates from the Company’s estimate may result in an additional expense in a future accounting period. At March 31, 2007 provisions for litigation losses, insurance claims and other disputes totalled $38.9 million (December 31, 2006: $35.7 million) excluding the liability to dissenting shareholders.

Specific

There are various legal proceedings brought by and against Shire that are discussed in Shire’s Annual Report on Form 10-K for the year to December 31, 2006. Material updates to the proceedings discussed in Shire’s Annual Report on Form 10-K are described below. There is no assurance that the Group will be successful in any of these proceedings and if it is not, there may be a material impact on the Group’s results and financial position.

ADDERALL XR

(i)Colony and Actavis

In December 2004, Shire was notified that Colony Pharmaceuticals, Inc. (“Colony”) had submitted an Abbreviated New Drug Application (“ANDA”) under the Hatch-Waxman Act seeking permission to market its generic versions of the 5mg, 10mg, 15mg, 20mg, 25mg and 30mg strengths of ADDERALL XR prior to the expiration date of US Patent No. 6,322,819 (“the ‘819 Patent”) and US Patent No. 6,605,300 (“the ‘300 Patent”), the Shire patents that cover ADDERALL XR. Colony is a member of the Actavis Group hf group of companies. On March 20, 2007, Shire filed a lawsuit in the U.S. District Court for the District of Maryland against Colony, Actavis, Inc. and Actavis Group hf (collectively “Colony and Actavis”) for infringement of the ‘819 Patent, the ‘300 Patent and also US Patent No. 6,913,768. The lawsuit alleges that all of Colony and Actavis’ generic strengths infringe the three patents in suit. In response, Colony and Actavis have alleged as affirmative defenses and counterclaims noninfringement, invalidity and unenforceability of the three patents. Because the case was not filed pursuant to the Hatch-Waxman Act, there is no 30-month stay of approval of Colony and Actavis’ ANDA products associated with this litigation. No trial date has been set.

(ii)Teva Pharmaceuticals

In February 2005, Shire was notified that Teva Pharmaceuticals, Inc. (“Teva Pharmaceuticals”) had submitted an ANDA under the Hatch-Waxman Act seeking permission to market its generic versions of the 10mg and 30mg strengths of ADDERALL XR prior to the expiration date of the Company’s ‘819 and ‘300 Patents. In June 2005, Shire was notified that Teva Pharmaceuticals had amended its ANDA to seek permission to market additional strengths of 5mg, 15mg and 20mg of its generic ADDERALL XR prior to the expiration of the '819 and '300 Patents. In January 2006, Shire received a third notice letter that Teva Pharmaceuticals had further amended its ANDA to seek permission to market the 25mg strength generic version of ADDERALL XR prior to the expiration of the ‘819 and ‘300 Patents. On March 2, 2006 Shire filed a lawsuit in the Eastern District of Pennsylvania against Teva Pharmaceuticals Industries Ltd. and Teva Pharmaceuticals USA, Inc. (collectively “Teva”) alleging that all of Teva’s ANDA products infringe both the ‘819 and the ‘300 Patents. The lawsuit triggered a stay of FDA approval of Teva’s 25mg strength product for 30 months from the date of the Company’s receipt of Teva’s third notice letter. There is no such stay with respect to Teva’s 5mg, 10mg, 15mg, 20mg and 30mg strengths versions of ADDERALL XR. On January 30, 2007, the case was transferred to the civil suspense docket with an Order requiring the parties to notify the Court of the status of the case on the first business day of every month. No trial date has been set.

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(iii)Andrx and Watson

In September 2006, Shire was notified that Andrx Pharmaceuticals, LLC (“Andrx”) had submitted a ANDA under the Hatch-Waxman Act seeking permission to market its generic versions of the 5mg, 10mg, 15mg, 20mg, 25mg and 30mg strengths of ADDERALL XR prior to the expiration date of the Company’s ‘819 and ‘300 patents. Shire Laboratories and Shire LLC filed lawsuits in the US District Court for the District of New Jersey and the Southern District of Florida against Andrx and Andrx Corporation for infringement of the Company’s ‘819 and ‘300 Patents.  Watson Pharmaceuticals, Inc., the recent acquiror of Andrx, was also named as a defendant in the lawsuits.  The lawsuits allege that all of Andrx’s generic strengths infringe the patents in suit.  Pursuant to the Hatch-Waxman Act, there will be a 30-month stay with respect to Andrx’s proposed generic products.  In March 2007, Shire dismissed the Florida lawsuit without prejudice. The New Jersey lawsuit remains pending, and no trial date has been set.

(iv)Sandoz

In December 2006, Shire was notified that Sandoz Inc. (“Sandoz”) had submitted an ANDA under the Hatch-Waxman Act seeking permission to market its generic versions of the 5mg, 10mg, 15mg, 20mg, 25mg, 30mg strengths of ADDERALL XR prior to the expiration of the Company’s ‘819 and ‘300 patents. On January 26, 2007 Shire filed suit in the US District Court for the District of Colorado for infringement of the ‘819 and ‘300 patents. The lawsuit triggers a stay of FDA approval of up to 30 months from the Company’s receipt of Sandoz’s notice. In response to Shire’s complaint, Sandoz has alleged affirmative defenses and counterclaims of non infringement and validity. Sandoz has alleged sham litigation and patent misuse. Shire has filed a motion to strike these two affirmative defenses. The Court has set a scheduling conference for April 30, 2007. No trial date has been set.

CARBATROL

(i) Nostrum

In August 2003, the Company was notified that Nostrum Pharmaceuticals, Inc. (“Nostrum”) had submitted an ANDA under the Hatch-Waxman Act seeking permission to market its generic version of the 300mg strength of CARBATROL (Nostrum’s ANDA product) prior to the expiration date of the Company’s US patents for CARBATROL, US patent No. 5,912,013 (the “‘013 Patent”) and US patent No. 5,326,570 (the “‘570 Patent”). The notification alleges that the ‘013 and ‘570 Patents are not infringed by Nostrum’s ANDA product. On September 18, 2003, Shire filed suit against Nostrum in the United States District Court for the District of New Jersey alleging infringement of these two patents by Nostrum’s ANDA and ANDA product. The Company was seeking a ruling that Nostrum’s ANDA infringes the ‘013 and ‘570 Patents and should not be approved before the expiration date of the ‘013 and ‘570 Patents. The Company was also seeking an injunction to prevent Nostrum from commercializing its ANDA product before the expiration of the ‘013 and ‘570 Patents, damages in the event that Nostrum should engage in such commercialization, as well as its attorneys’ fees and costs. On January 23, 2004 the Company amended the complaint to drop the allegations with respect to the ‘013 Patent while maintaining the suit with respect to the ‘570 Patent. By way of counterclaims Nostrum is seeking a declaration that the ‘570 and ‘013 Patents are not infringed by Nostrum’s ANDA product. Nostrum also was seeking actual and punitive damages for alleged abuse of process by Shire. On July 12, 2004 the Court dismissed Nostrum’s abuse of process counterclaim for failure to state a claim upon which relief can be granted. On December 10, 2004 Nostrum filed a summary judgment motion seeking a declaration of non-infringement of the ‘570 Patent, which Shire opposed. The Court heard arguments with respect to Nostrum’s motion on July 15, 2005. At the conclusion of the hearing the Court denied Nostrum's motion for summary judgment of non-infringement. On July 17, 2006 the Court entered an order staying discovery in this case until and through September 15, 2006. The parties requested, and the Court granted, an extension of the stay of discovery until and through December 29, 2006. The stay of discovery has been extended through May 14, 2007, when the parties are to submit a joint status report to the court. No trial date has been set.

Nostrum may not launch a generic version of CARBATROL before it receives final approval of its ANDA from the FDA. The lawsuit triggered a stay of FDA approval of up to 30 months from Shire’s receipt of Nostrum’s notice letter. The 30 month stay expired on February 6, 2006. Following expiry of the stay, Nostrum could be in a position to market its 300mg extended-release carbamazepine product upon FDA final approval of its ANDA.

(ii) Corepharma

On March 30, 2006 the Company was notified that Corepharma LLC (“Corepharma”) had filed an ANDA under the Hatch-Waxman Act seeking permission to market its generic version of carbamazepine extended release products in 100mg, 200mg and 300mg strengths prior to the expiration date of the ‘013 and the ‘570 Patents. On May 17, 2006 Shire filed suit against Corepharma in the United States District Court for the District of New Jersey alleging infringement of these two patents by Corepharma’s ANDA and ANDA products. The Company was seeking a ruling that Corepharma’s ANDA infringes the ‘013 and ‘570 Patents and should not be approved before their expiration dates. The Company was also seeking an injunction to prevent Corepharma from commercializing its ANDA products before the expiration of the ‘013 and ‘570 Patents, damages in the event that Corepharma should engage in such commercialization, as well as its attorneys’ fees and costs. On September 1, 2006 the Company amended the complaint to drop the allegations with respect to the ‘013 Patent while maintaining the suit with respect to the ‘570 Patent. By way of counterclaims, Corepharma is alleging noninfringement and invalidity of the ‘570 Patent, noninfringement of the ‘013 Patent and federal and state antitrust violations. The parties have agreed to, and the court has accepted, a dismissal without prejudice of the antitrust counterclaims until a final judgment has been entered in the patent case. Corepharma has also filed a motion for a judgment on the pleadings of noninfringement of the ‘013 Patent, which Shire has opposed, including moving to dismiss the ‘013 Patent noninfringement counterclaim for lack of subject matter jurisdiction. Further, the court has dismissed Corepharma’s counterclaim of noninfringement of the ‘013 patent. No discovery schedule or trial date has been set. A status conference is scheduled for May 21, 2007.

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Corepharma may not launch a generic version of CARBATROL before it receives final approval of its ANDA from the FDA. The lawsuit triggered a stay of FDA approval of up to 30 months from Shire’s receipt of Corepharma’s notice letter.

(iii) Teva

On March 20, 2007 the Company was notified that Teva had filed an ANDA under the Hatch-Waxman Act seeking permission to market its generic version of carbamazepine extended release products in 100mg, 200mg and 300mg strengths prior to the expiration date of the ‘013 and the ‘570 patents. Shire is currently evaluating the claims in the notice.

GENE ACTIVATION

In 1996 Applied Research Systems Holding N.V., a wholly-owned subsidiary of Serono S.A. (“Serono”) and Cell Genesys became involved in a patent interference involving Serono’s US Patent No. 5,272,071 (the “’071 Patent”), which purportedly covers certain methods of gene activation.  In June 2004, the Board of Patent Appeals and Interferences of the US Patent and Trademark Office (PTO) held that both Serono and Cell Genesys were entitled to certain claims in their respective patent and patent application, and Serono and Cell Genesys each appealed the decision of the interference to the US District Court of Massachusetts and the US District Court of the District Court of Columbia, respectively.  Shire Human Genetic Therapies Inc. (“Shire HGT” formerly TKT) was not a party to this interference. The District of Columbia action was subsequently transferred and consolidated with the District of Massachusetts action (the “Appeal”).

In August 2004, Serono served Shire HGT with an amended complaint in the Appeal.  The amended complaint alleges that Shire HGT infringes Serono’s ‘071 Patent.  In August 2005, the US District Court of Massachusetts severed and stayed the infringement action pending resolution of the interference claim of the Appeal at the District Court level.

Pre-trial proceedings concerning the Appeal between Serono and Cell Genesys are ongoing and Serono’s infringement action against the Company remains stayed pending resolution of those proceedings. In view of the stay, the Company has not yet answered Serono’s complaint.

DYNEPO

Since 1997, Shire HGT and Sanofi-Aventis have been involved in ongoing patent litigation regarding Amgen’s allegations that DYNEPO infringes claims of five of Amgen’s patents. In 2001, the United States District Court of Massachusetts concluded that DYNEPO infringed certain claims of the patents that Amgen had asserted. This decision was appealed to the United States Court of Appeals for the Federal Circuit (the “Federal Circuit”) which affirmed in part, reversed in part, and remanded the action to the United States District Court of Massachusetts for further proceedings.

In 2004, the United States District Court of Massachusetts issued a decision on the remanded issues, finding that certain claims related to four of the patents asserted by Amgen are infringed by Shire HGT and Sanofi-Aventis. This decision was subsequently appealed to the Federal Circuit which affirmed in part, reversed in part, and once again remanded certain issues to the District Court. Amgen filed a petition for a writ of certiori with the Supreme Court in March 2007, requesting review of the Federal Circuit’s 2004 decision. Shire HGT and Sanofi-Aventis filed a brief in opposition to Amgen’s petition, and Amgen filed a reply thereto, in April 2007. The Supreme Court has not yet acted on the petition.

Under the most recent Federal Circuit decision, the Company and Sanofi-Aventis would be precluded from making, using and selling DYNEPO in the United States until the expiration of the relevant patents. The Company is required to reimburse Sanofi-Aventis, which controls the litigation and is paying the litigation expenses, for 50% of the expenses incurred in connection with the litigation from and after March 26, 2004. This litigation has no impact on Shire’s ability to make, use and sell DYNEPO outside of the United States.

Appraisal Rights

In connection with Shire’s merger with TKT, former holders of approximately 11.7 million shares of TKT common stock submitted written demands to the Delaware Court of Chancery for appraisal of these shares and, as a result, elected not to accept the $37 per share merger consideration.  On October 10, 2005 at the request of one of the holders to tender 365,000 shares at the merger price of $37 per share, TKT filed a motion to dismiss the holder’s demand. On October 12, 2005 the Delaware Court of Chancery granted this motion, and the holder tendered the shares at the merger consideration of $37 per share. Therefore, as at March 31, 2007, former holders of approximately 11.3 million shares of TKT common stock maintained written demands for appraisal of these shares and have elected not to accept the $37 merger consideration. In November 2005, the Delaware Court of Chancery approved a stipulated consolidation order whereby actions brought by all petitioners have been consolidated as one case. In April 2006, Shire filed a motion for partial summary judgment in respect of approximately 8 million shares, claiming that the petitioners were not entitled to assert appraisal rights in connection with such shares.

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To the extent that petitioners’ demands were validly asserted in accordance with the applicable requirements of Delaware law and the former holders perfect their rights thereunder, such former holders will be entitled to receive the fair value of these shares as determined by the Delaware Court of Chancery. The determination of fair value will be made excluding any element of value arising from the transaction, such as cost savings or business synergies. The Delaware Court of Chancery may ascribe a valuation to the shares that is greater than, less than or equal to $37 per share and may award interest on the amount determined in the appraisal process.

At March 31, 2007 the Company recorded a liability of $419.9 million based on the merger consideration of $37 per share for the 11.3 million shares outstanding at that time plus a provision for interest of $38.6 million that may be awarded by the Court.

The total consideration for the acquisition of TKT, including amounts payable in respect of stock options and convertible securities, is approximately $1.6 billion at the merger price of $37 per share. This could change if Shire is required to pay a different amount of consideration in respect of the approximately 11.3 million shares for which holders have asserted appraisal rights. For every dollar increase/decrease in the merger consideration applicable to those TKT shareholders who have asserted appraisal rights, the total estimated purchase price would increase/decrease by approximately $11.3 million. Until such time as the appraisal process is complete, the Company is unable to determine the extent of its liability. As a result of the new action described below, the April 23, 2007 trial date previously set for the first appraisal rights action was postponed.

On March 8, 2007 certain of the former TKT shareholders who previously asserted appraisal rights in connection with the Shire/TKT merger filed a second suit in the Delaware Chancery Court alleging, among other claims, breaches of fiduciary duty by TKT and certain members of its board in connection with the merger with Shire. Shire plc and TKT have been named as defendants as are four former directors of TKT. The new complaint also asserts a claim that the merger itself was not properly approved by a majority of the outstanding stock of TKT entitled to vote. The complaint seeks rescissory damages with interest, attorneys’ fees and costs. No trial date has been set.

Class Action Shareholder Suit

In January and February 2003, various parties filed purported securities fraud class action lawsuits against TKT and Richard Selden, TKT's former Chief Executive Officer, in the United States District Court for the District of Massachusetts. In April 2003, the Court appointed a Lead Plaintiff and Lead Counsel and consolidated the various matters under one matter: In re Transkaryotic Therapies, Inc., Securities Litigation, C.A. No. 03-10165-RWZ.

In July 2003, the plaintiffs filed a Consolidated and Amended Class Action Complaint (the "Amended Complaint") against TKT; Dr Selden; Daniel Geffken, TKT's former Chief Financial Officer; Walter Gilbert, Jonathan S. Leff, Rodman W. Moorhead, III, and Wayne P. Yetter, then members of TKT's board of directors; William R. Miller and James E. Thomas, former members of TKT's board of directors; and SG Cowen Securities Corporation, Deutsche Bank Securities Inc., Pacific Growth Equities, Inc. and Leerink Swann & Company, underwriters of TKT’s common stock in prior public offerings.

The Amended Complaint alleges that the defendants made false and misleading statements and failed to disclose material information concerning the status and progress for obtaining United States marketing approval of REPLAGAL during the period between January 4, 2001 and January 10, 2003. The Amended Complaint asserts claims against Dr. Selden and TKT under Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder; and against Dr. Selden under Section 20(a) of the Exchange Act. The Amended Complaint also asserts claims based on TKT's public offerings of June 29, 2001, December 18, 2001 and December 26, 2001 against each of the defendants under Section 11 of the Securities Act of 1933 and against Dr. Selden under Section 15 of the Securities Act; and against SG Cowen Securities Corporation, Deutsche Bank Securities Inc., Pacific Growth Equities, Inc., and Leerink Swann & Company under Section 12(a)(2) of the Securities Act. The plaintiffs seek equitable and monetary relief, an unspecified amount of damages, with interest, and attorneys' fees and costs.

In May 2004, the Court granted in part and denied in part TKT's motion to dismiss. In particular, the Court dismissed allegations against TKT to the extent they arose out of certain forward-looking statements protected by the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and dismissed claims based on the public offerings of June 29, 2001 and December 18, 2001. The Court allowed all other allegations to remain. In July 2004, the plaintiffs voluntarily dismissed all claims based on the third public offering dated December 26, 2001.

In November 2005, the court granted the plaintiffs’ motion for class certification. On May 23, 2005, the court entered judgment on all claims alleged against SG Cowen Securities Corporation, Deutsche Bank Securities Inc., Pacific Growth Equities, Inc., and Leerink Swann & Company. On June 5, 2006, the court entered judgment on all claims alleged against Messrs. Gilbert, Leff, Moorhead, Yetter, Miller, and Thomas. On November 9, 2006, Mr. Geffken filed an Agreement for Judgment on all claims alleged against him. The Company is obligated to indemnify Dr Selden for his costs incurred in connection with the SEC Action.

23

14.Shareholders' Equity

On February 20, 2007 Shire plc raised $878.3 million, net of associated issue costs, through the private placement of 42.9 million new ordinary shares to certain institutional investors at a price of 1075 pence per share. The newly issued shares represent approximately 8.4 per cent of Shire plc's issued ordinary share capital prior to the placing.

Under English law, Shire plc can pay dividends only out of its distributable reserves, defined as the accumulated realized profits under UK generally accepted accounting principles (including reserves arising from a court authorized reduction of share capital) of the parent company, Shire plc (and not the consolidated group), so far as not previously utilized by distribution or capitalization, less accumulated realized losses, so far as not previously written off in a reduction or reorganization of capital duly made. Under English law, following the private placement of 42.9 million new ordinary shares on February 20, 2007, distributable reserves have increased by $874.1 million.  At March 31, 2007 Shire plc’s distributable reserves were approximately $3.8 billion.

15.Earnings per share

The following table reconciles income from continuing operations and the weighted average ordinary shares outstanding for basic and diluted earnings per share for the periods presented:

3 months to March 31,	2007 $M		2006 $M
Income from continuing operations		112.7		20.5
Gain on disposition of discontinued operations		-		40.6
Numerator for basic and diluted earnings per share		112.7		61.1

Weighted average number of shares:	No. of shares Millions	No. of shares Millions
Basic	522.6	503.2
Effect of dilutive shares:
Stock options	6.4	6.5
Warrants	0.7	0.6
	7.1	7.1
Diluted	529.7	510.3

For the three months ended March 31, 2007, 10.3 million stock-based awards (2006: 2.2 million) were not included in the calculation of the diluted weighted average number of shares due to their anti-dilutive impact, because the exercise prices exceeded the Company’s average share price during the calculation period.

16.Segmental reporting

SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”(“SFAS No. 131”) establishes standards for reporting information about operating segments and related disclosures, products and services, geographic areas and major customers. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance.

During the three months to March 31, 2007, Shire began internal financial reporting in line with a business unit and management reporting structure based on two segments; Specialty Pharmaceuticals (“SP”) and Human Genetic Therapies (“HGT”).

The SP and HGT segments represent the Company’s revenues and costs in respect of currently promoted and sold products, together with the costs of developing projects for future commercialization. ‘All other’ has been included in the table below in order to reconcile the segments to the total consolidated figures.

24

The Company evaluates performance based on revenue and operating income. The Company does not have inter-segment transactions. Prior period amounts have been reclassified to conform to the new current period presentation. Assets that are directly attributable to the segments have been separately disclosed.

	SP		HGT			All Other		Total
3 months to March 31, 2007	$’M		$’M			$’M		$’M
Product sales		402.4		59.1			-		461.5
Royalties		0.4		-			59.1		59.5
Other revenues		2.5		3.7			1.0		7.2
Total revenues		405.3		62.8			60.1		528.2
Cost of product sales(1) (2)		55.5		5.5			2.5		63.5
Research and development(1)		52.0		28.8			-		80.8
Selling, general and administrative(1)		162.9		22.4			28.5		213.8
Depreciation and amortization		13.8		11.3			3.8		28.9
Total operating expenses		284.2		68.0			34.8		387.0
Operating income/(loss)		121.1		(5.2	)		25.3		141.2
Total assets		1,276.2		556.5			2,520.4		4,353.1
Long lived assets		782.6		435.1			301.6		1,519.3
Capital expenditure on long lived assets		37.5		4.0			6.7		48.2

^{(1) Stock-based compensation of $10.6 million is included in: cost of product sales ($0.8 million), research and development ($2.3 million) and selling, general and administrative ($7.5 million).}

^{(2) Depreciation from manufacturing plants ($1.3 million) is included in cost of product sales.}

	SP		HGT			All Other		Total
3 months to March 31, 2006	$’M		$’M			$’M		$’M
Product sales		320.2		25.8			-		346.0
Royalties		0.3		-			60.7		61.0
Other revenues		4.0		-			-		4.0
Total revenues		324.5		25.8			60.7		411.0
Cost of product sales(1) (2)		33.7		25.7			2.6		62.0
Research and development(1)		99.2		28.2			-		127.4
Selling, general and administrative(1)		141.3		17.0			23.7		182.0
Depreciation and amortization		10.1		9.7			3.1		22.9
Integration costs		-		2.3			-		2.3
Total operating expenses		284.3		82.9			29.4		396.6
Operating income/(loss)		40.2		(57.1	)		31.3		14.4
Total assets		1,003.8		532.1			1,201.8		2,737.7
Long lived assets		687.8		446.5			181.8		1,316.1
Capital expenditure on long lived assets		9.4		2.8			15.0		27.2

^{(1) Stock-based compensation of $9.0 million is included in: cost of product sales ($0.8 million), research and development ($1.5 million) and selling, general and administrative ($6.7 million).}

^{(2) Depreciation from manufacturing plants ($1.1 million) is included in cost of product sales.}

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17.Subsequent events

Acquisition of New River

On April 18, 2007 Shire announced that Shuttle Corporation ("Shuttle"), a wholly owned subsidiary of Shire, had completed its tender offer for New River pursuant to the Agreement of Merger, dated February 20, 2007 (the “Merger Agreement”), among Shire plc, Shuttle and New River.  As of the expiration of the offer, a total of approximately 35.7 million shares of New River common stock were validly tendered and not withdrawn (not including shares delivered through notices of guaranteed delivery), representing approximately 96.4% of the outstanding shares of New River common stock.  Shuttle has accepted for purchase for $64 per share in cash without interest all shares that were validly tendered during the offer.

On April 19, 2007 Shire completed its acquisition of New River by merging Shuttle with and into New River (the “Merger”), with New River continuing as the surviving corporation.  As consideration for the Merger and pursuant to the terms of the Merger  Agreement, Shire paid to New River’s shareholders $64 in cash without interest, for each share of New River common stock outstanding at the time of the Merger.  In addition, each outstanding option to purchase New River common stock that was granted or committed to be granted prior to the date of the Merger Agreement became the effective right to receive the difference between $64 per share and the exercise price of such option, less any applicable withholding taxes, and each outstanding option to purchase New River common stock that was granted pursuant to an offer of employment made on or after the date of the Merger Agreement was cancelled and will be substituted with an option having equivalent value under an equity compensation plan of Shire.

For accounting purposes, the acquisition of New River will be accounted for as a purchase business combination in accordance with SFAS No. 141 “Accounting for Business Combinations”.

Funding of the acquisition

The total cost of the acquisition of approximately $2.6 billion was funded by: net proceeds of $878.3 million from the private placement on February 20, 2007 of approximately 42.9 million new ordinary shares issued by Shire plc at a price of 1075 pence per share; utilization of $1,300 million of the bank facilities as described below; with the balance coming from Shire’s pre-acquisition cash resources.

On April 18, 2007 the Company fully utilized Term Loan A, a committed multicurrency five year term loan facility in an aggregate amount of $1,000 million, and Term Loan B, a committed multicurrency 364 day term (with a further 364 day extension option) loan facility in an aggregate amount of $300 million. The committed five year revolving loan facility in an aggregate amount of $1,000 million has not been utilized. For full details of the Facilities Agreement see Note 12.

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and related notes appearing elsewhere in this report.

Overview

Shire’s strategic goal is to become the leading specialty biopharmaceutical company that focuses on meeting the needs of the specialist physician. Shire focuses its business on attention deficit and hyperactivity disorder (ADHD), human genetic therapies (HGT), gastrointestinal (GI) and renal diseases. The structure is sufficiently flexible to allow Shire to target new therapeutic areas to the extent opportunities arise through acquisitions. Shire believes that a carefully selected portfolio of products with strategically aligned and relatively small-scale sales forces will deliver strong results.

Shire’s focused strategy is to develop and market products for specialty physicians. Shire’s in-licensing, merger and acquisition efforts are focused on products in niche markets with strong intellectual property protection either in the US or Europe.

Recent developments

New River Acquisition

On April 19, 2007 Shire completed the acquisition of New River by way of a short-form merger for $64 per share, or approximately $2.6 billion.

The acquisition was funded by:

- Net proceeds of $878.3 million from the private placement on February 20, 2007 of approximately 42.9 million new ordinary shares at a price of 1075 pence per share (8.4% of Shire plc’s issued ordinary share capital prior to the placing);

- A draw down of $1,300 million of the bank Facilities on April 18, 2007. A further $1,000 million remains available under those bank facilities for general corporate purposes, including future acquisitions; with

- The balance coming from Shire’s pre-acquisition cash resources.

Significant events in the three months to March 31, 2007

SPD754(apricitabine)

On January 22, 2007 Shire amended its out-license agreement with Avexa Limited (“Avexa”) relating to the investigational HIV compound SPD754, to extend Avexa’s exclusive commercialization rights to include the US and Canadian markets. In return, Shire received an up-front cash payment of $10 million, eight million additional Avexa shares valued at approximately $3.0 million (taking its shareholding in Avexa to just over 8%) and will receive further milestones and royalty payments upon approval and commercialization of the product. Total upfront consideration will be spread over 28 months and $0.8m was recognized in Q1 2007.

In March 2007, Avexa reported positive Phase 2b results for SPD754 and initiated a capital raising program, including a rights issue, to fund Phase 3 trials. Shire has fully participated in the rights issue.

DYNEPO

In March 2007 Shire launched DYNEPO in Germany, the initial step of a staged launch of the product in Europe. DYNEPO is the first and only erythropoiesis-stimulating agent produced in a human cell line.

LIALDA

LIALDA, the only once-daily oral formulation of mesalamine was approved by the FDA on January 16, 2007 and became available to patients in the US on March 19, 2007. As of April 13, 2007 LIALDA had captured 1.2% of the oral mesalamine market.

FOSRENOL

FOSRENOL was launched in the UK on February 19, 2007. Launches in Spain, Italy and Canada are expected by the end of 2007.

REPLAGAL

REPLAGAL was launched in Japan through Shire’s partner Dainippon Sumitomo Pharma Co., Ltd on February 15, 2007.

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ELAPRASE

The European Commission granted marketing authorisation for ELAPRASE on January 8, 2007. Pricing and reimbursement procedures are underway and ELAPRASE was launched in the UK and Germany in Q1 2007. ELAPRASE continues to be sold in European countries that have mechanisms for pre-approval access including France, Italy and Spain.  Launch is expected across the majority of other EU countries in 2007.  Through March 2007, 291 patients worldwide were receiving treatment.

Research and development

Products in pre-launch at March 31, 2007

VYVANSE:The FDA granted marketing approval for VYVANSE on February 23, 2007. The FDA proposed that VYVANSE be classified as a Schedule II controlled substance. No milestone was payable to New River upon approval. On February 22, 2007 the DEA issued a proposed Schedule II controlled substance classification for VYVANSE and it is expected that final scheduling will become effective in June 2007. The product launch in the US is also expected to take place in June 2007.

Products in registration at March 31, 2007

SPD465 for ADHD: On July 21, 2006 the Company submitted a New Drug Application (“NDA”) to the FDA for SPD465 for the treatment of ADHD in the adult population. The Prescription Drug User Fee Act (“PDUFA”) date for the FDA to issue a formal response to this application is May 21, 2007.

SPD503 for ADHD: The Company filed a NDA with the FDA on August 24, 2006 for the use of SPD503 as a treatment of ADHD in children and adolescents. The PDUFA date for the FDA to issue a formal response to this application is June 24, 2007.

Products in clinical development as at March 31, 2007

VYVANSE for Adult ADHD: A supplemental NDA for the adult indication is expected to be filed with the FDA in Q2 2007.

SEASONIQUE: Shire is assessing the best way to file SEASONIQUE in the EU.

DAYTRANA: The Company is planning to make regulatory filings in Europe for DAYTRANA in 2007

GA-GCB for Gaucher disease: A Phase 3 clinical program was initiated during the quarter.

Transvaginal Ring (TVR) Technology: The TVR technology products are in various stages of clinical development.

SPD491 for pain: A Phase 1 clinical program was initiated during the quarter.

Products in pre-clinical development as at March 31, 2007

SPD493 (Valrocemide): The Company intends to study SPD493 in a number of central nervous system disorders and is planning to start Phase 1 clinical trials in Q4 2007.

SPD500 Tissue protective cytokine technology: SPD500 is being developed pre-clinically in non-nervous systems indications, including renal and genetic disease areas.

SPD535 for disorder of platelet levels: Pre-clinical evaluation has commenced for development of a novel platelet lowering agent.

Enzyme Replacement Therapies: The Company has completed proof of concept studies and has advanced into pre-clinical development on three projects for the treatment of lysosomal storage disorders; namely enzyme replacement therapies for Sanfilippo syndrome (Mucopolysaccharidosis IIIA), metachromatic leukodystrophy and delivery of ELAPRASE for Hunter syndrome patients with significant central nervous system symptoms (Hunter CNS).

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Results of operations for the three months to March 31, 2007 and 2006

Total revenues

The following table provides an analysis of the Company’s total revenues by source:

	3 months to March 31, 2007		3 months to March 31, 2006		change
	$M		$M		%
Product sales		461.5		346.0		+33
Royalties		59.5		61.0		-2
Other		7.2		4.0		+80
Total		528.2		411.0		+29

Product sales

The following table provides an analysis of the Company’s key product sales:

	3 months to March 31, 2007 $M		3 months to March 31, 2006 $M		Product sales growth %		US prescription growth %
Specialty Pharmaceuticals
ADHD
ADDERALL XR		249.1		206.1		+21		+5
ADDERALL		-		9.1		n/a		n/a
DAYTRANA		11.9		-		n/a		n/a
GI
PENTASA		43.8		28.1		+56		+6
RENAL
FOSRENOL		22.8		7.8		+192		+15
GP
CALCICHEW		12.1		10.4		+16		n/a
CARBATROL		15.5		14.1		+10		-6
REMINYL/REMINYL XL		7.0		4.2		+67		n/a
XAGRID		14.5		12.1		+20		n/a
Other product sales		25.7		28.3		-9
		402.4		320.2		+26
Human Genetic Therapies
REPLAGAL		32.5		25.8		+26		n/a
ELAPRASE		26.6		-		n/a		n/a
		59.1		25.8		n/a
Total product sales		461.5		346.0		+33

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The following discussion includes references to prescription and market share data for the Company’s key products. The source of this data is IMS Health, March 2007. IMS Health is a leading global provider of business intelligence for the pharmaceutical and healthcare industries.

ADDERALL XR

ADDERALL XR is the leading brand in the US ADHD market with an average market share of 26% in March 2007 (2006: 26%). US ADHD market growth of 5% resulted in a 5% increase in US prescriptions for ADDERALL XR for the three months to March 31, 2007 compared to the same period in 2006.

Sales of ADDERALL XR for the three months to March 31, 2007 were $249.1 million, an increase of 21% compared to the same period in 2006 (2006: $206.1 million). Product sales growth was significantly higher than prescription growth due primarily to price increases in April 2006 and January 2007 and an increase in pipeline inventory in Q1 2007 compared to a reduction in Q1 2006.

For further information about the litigation proceedings relating to the Company’s ADDERALL XR patents see ITEM 1 of Part II of this Form 10-Q: Legal Proceedings. Any decrease in the sales of ADDERALL XR would significantly reduce revenues and earnings.

DAYTRANA

Following its launch in June 2006, DAYTRANA achieved a 2.3% share of the US ADHD market by March 31, 2007. Net sales for the three months to March 31, 2007 were $11.9 million and were impacted by the redemption of $7.2 million of coupons issued to support the product launch.

The addition of DAYTRANA, combined with the ADDERALL XR market share has helped Shire grow its total share of the US ADHD market to 28% at March 31, 2007 compared to 27% (which included a 1% share relating to ADDERALL) at March 31, 2006.

PENTASA

US prescriptions for the three months to March 31, 2007 were up 6% compared to the same period in 2006 primarily due to a 4% increase in the US oral mesalamine prescription market and an increase in PENTASA’s US market share from 17.4% to 17.9%.

Sales of PENTASA for the three months to March 31, 2007 were $43.8 million, an increase of 56% compared to the same period in 2006 (2006: $28.1 million). Sales growth is higher than prescription growth due to significant pipeline stocking in Q1 2007 compared to de-stocking in Q1 2006 and the impact of a price increase in November 2006.

FOSRENOL

US sales of FOSRENOL for the three months to March 31, 2007 were $16.3 million (2006: $7.2 million). US IMS Retail Audit prescriptions for the three months to March 31, 2007 were up 15% compared to 2006 due to FOSRENOL increasing its average market share to 9% (2006: 8%) and market growth of 6% over the same period. The increase in net sales is significantly higher than retail audit prescription growth due to a combination of a price increase in July 2006, growth in use of the higher strengths (launched in early 2006), lower sales deductions and the growth of non-retail business.

FOSRENOL was launched in the US in January 2005. An agreement with Abbott was signed in December 2006 for the co-promotion of FOSRENOL in the US.  Abbott's US renal care sales team started to co-promote FOSRENOL with Shire’s US sales force in Q1 2007 and will continue the co-promotion for a term of five years.

On October 18, 2006 Health Canada granted a marketing license application for FOSRENOL. The Canadian launch is planned for Q2 2007.

In Europe, FOSRENOL has now been launched in Germany, France, UK and a number of other countries. Launches will continue throughout 2007 in the EU including Italy and Spain, subject to finalization of national licensing and conclusion of pricing and reimbursement negotiations. European sales of FOSRENOL for the three months to March 31, 2007 were $6.5 million (2006: $0.6 million), giving total FOSRENOL sales worldwide of $22.8 million (2006: $7.8 million).

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CARBATROL

US prescriptions for the year ending March 31, 2007 were down 6% compared to the same period in 2006. This was primarily due to a 4% decline in the US extended release carbamazepine prescription market and a decline in CARBATROL’s US market share from 42% to 41%.

Sales of CARBATROL for the three months to March 31, 2007 were $15.5 million, an increase of 10% compared to the same period in 2006 (2006: $14.1 million). Despite the drop in prescriptions, sales growth arose due to a price increase in July 2006 and stocking in 2007 compared to destocking in 2006.

Patent litigation proceedings with Nostrum and Corepharma relating to CARBATROL are ongoing. For further information see ITEM 1 of Part II of this Form 10-Q: Legal Proceedings.

XAGRID

Sales for the three months to March 31, 2007 were $14.5 million, an increase of 20% compared to the same period in 2006 (2006: $12.1 million). Expressed in transaction currencies (XAGRID is primarily sold in Euros), sales increased by 9% due to growth in many of Shire’s markets. In addition there was a benefit of 11% from favorable exchange rate movements against the US dollar.

REPLAGAL

Sales for the three months to March 31, 2007 were $32.5 million (2006: $25.8 million). This represents an increase in sales of 26% which is due to additional patients beginning therapy in both Europe and in the rest of world markets, and the impact of favorable exchange rates.

ELAPRASE

ELAPRASE was successfully launched in the US in August 2006 and in the UK and Germany in Q1 2007. ELAPRASE continues to be sold in European countries that have mechanisms for pre-approval access including France, Italy and Spain. By the end of the first quarter 291 patients were on the treatment. Sales for the three months to March 31, 2007 were $26.6 million compared to $19.3 million for the three months to December 31, 2006 and continue to grow.

Foreign exchange effect

As many of the Company’s sales revenues are earned in currencies other than US dollars (primarily Canadian dollars, Euros and Pounds sterling), revenue growth reported in US dollars includes the impact of translating the sales made in a local currency, into US dollars. The table below shows the effect of foreign exchange translations on the revenue growth of the key affected products as well as the underlying performance of key products in their local currency:

	3 months to March 31, 2007 sales $M		3 months to March 31, 2007 sales growth in local currency		3 months to March 31, 2007 sales growth in US dollars		Impact of translation to US dollars
REPLAGAL sales in Euros		19.9		5%		15%		10%
XAGRID sales in Euros		8.8		8%		18%		10%
XAGRID sales in Pounds sterling		5.7		10%		23%		13%
CALCICHEW sales in Pounds sterling		10.8		5%		17%		12%
REMINYL and REMINYL XL sales in Pounds sterling		6.4		48%		65%		17%
REPLAGAL sales in Pounds sterling		5.4		10%		22%		11%

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Royalties

Royalty revenue decreased by 2% to $59.5 million for the three months to March 31, 2007 (2006: $61.0 million). The following table provides an analysis of Shire’s royalty income:

	3 months to March 31, 2007		3 months to March 31, 2006		Change
	$M		$M		%
3TC		35.5		39.5		-10	(1)
ZEFFIX		9.1		7.7		+18	(2)
Others		14.9		13.8		+8
Total		59.5		61.0		-2

⁽¹⁾ The impact of foreign exchange movements has contributed +4% to the reported growth.

⁽²⁾ The impact of foreign exchange movements has contributed +11% to the reported growth.

3TC

Royalties from sales of 3TC for the three months to March 31, 2007 were $35.5 million, a decrease of 10% compared to the prior year (2006: $39.5 million).

Shire receives royalties from GSK on worldwide 3TC sales. GSK’s worldwide sales of 3TC for the three months to March 31, 2007 were $270 million, a decrease of 11% compared to prior year (2006: $305 million). The nucleoside analogue market for HIV has continued to grow, however competitive pressures within the market have increased, leading to a decline in 3TC sales.

ZEFFIX

Royalties from sales of ZEFFIX for the three months to March 31, 2007 were $9.1 million, an increase of 18% compared to the prior year (2006: $7.7 million).

Shire receives royalties from GSK on worldwide ZEFFIX sales. GSK’s worldwide sales of ZEFFIX for the three months to March 31, 2007 were $79 million, an increase of 18% compared to prior year (2006: $67 million). This increase was mainly due to strong growth in the Chinese and Korean markets and favorable foreign exchange movements.

OTHER

Other royalties are primarily in respect of REMINYL and REMINYL ER (known as RAZADYNE and RAZADYNE ER in the US), a product marketed worldwide (excluding the UK and the Republic of Ireland) by Janssen Pharmaceutical N.V. (Janssen), an affiliate of Johnson & Johnson. Shire has the exclusive marketing rights in the UK and the Republic of Ireland.

Sales of the REMINYL/RAZADYNE range, for the symptomatic treatment of mild to moderately severe dementia of the Alzheimer’s type, continue to grow.

In June 2006 Janssen and Synaptech, Inc. filed a law suit against Barr for infringement of their patent rights relating to RAZADYNE ER as a result of Barr filing an Abbreviated New Drug Application (“ANDA”) with the FDA for a generic version of RAZADYNE ER. No court date has been set.

Barr and other companies have filed ANDAs with the FDA for generic versions of RAZADYNE and Janssen and Synaptech Inc. have filed law suits against some of those ANDA filers. The court date for the first of these proceedings is May 2007.

Cost of product sales

For the three months to March 31, 2007 the cost of product sales was 14% of product sales (2006: 18%). The cost of product sales for REPLAGAL in 2006 included a $23.6 million adjustment in respect of acquired inventories (all of which were consumed by Q3 2006). This fair value adjustment increased Shire’s cost of product sales as a percentage of product sales for the three months to March 31, 2006 by 7%. Excluding the impact of this fair value adjustment in 2006, cost of product sales as a percentage of product sales in the three months to March 31, 2007 was 3% higher than for the three months to March 31, 2006 due to the impact of product mix changes and inventory write-offs.

For the three months to March 31, 2007 cost of product sales included a charge of $0.8 million for share based compensation under SFAS No. 123(R) "Share based payment" ("SFAS 123(R)") (2006: $0.8 million).

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Research and development (R&D)

R&D expenditure decreased from $127.4 million in the three months to March 31, 2006 to $80.8 million in the three months to March 31, 2007.

Expressed as a percentage of total revenues, R&D expenditure was 15% for the three months to March 31, 2007 (2006: 31%). In the three months to March 31, 2006 a payment was made to New River of $50 million on the filing of the drug approval application for VYVANSE with the FDA. This payment was expensed in accordance with Shire’s accounting policy, and was equivalent to 12% of total revenue.

For the three months to March 31, 2007 R&D included a charge of $2.3 million for share based compensation under SFAS 123(R) (2006: $1.5 million).

Selling, general and administrative (SG&A) expenses

Total SG&A costs increased from $204.9 million in the three months to March 31, 2006 to $242.7 million in the three months to March 31, 2007, an increase of 18%. As a percentage of product sales, SG&A expenses were 53% (2006: 59%).

3 months to March 31,	2007 $M		2006 $M		Change %
Sales costs		78.1		51.0		+53
Marketing costs		79.7		74.9		+6
Other SG&A costs		56.0		56.1		0
Depreciation and amortization(1)		28.9		22.9		+26
Total SG&A costs		242.7		204.9		+18

^{(1) Excludes depreciation from manufacturing plants of $1.3 million (2005: $1.1 million) which is included in cost of product sales.}

The increase in SG&A expenses included the impact of the following:

·   Increase in the sales force to promote DAYTRANA and VYVANSE;

·   The cost of the new GI sales force in the US; and

·   The launches of DYNEPO and LIALDA and pre-launch activities relating to VYVANSE.

For the three months to March 31, 2007 SG&A included a charge of $7.5 million for share based compensation under SFAS 123(R) (2006: $6.7 million), representing 2% of product sales (2006: 2%).

The depreciation charge for the three months to March 31, 2007 was $13.6 million (2006: $9.2 million). The amortization charge for the three months to March 31, 2007 was $15.3 million (2006: $13.7 million) including $0.3 million (2006: $nil) for impairment of intangible assets. The increase in depreciation has resulted from investment in Shire’s infrastructure to support the continuing growth of the Company. The increase in amortization is primarily due to the amortization of capitalized milestone payments for DAYTRANA following its launch in June 2006.

Interest income

For the three months to March 31, 2007 Shire received interest income of $19.8 million (2006: $14.2 million). Interest income for 2007 primarily related to interest received on cash balances. Interest income for 2006 comprised $7.9 million of interest on cash balances plus $6.3 million interest recognized on repayment of a $70.6 million loan to IDB Biomedical Inc. (“IDB”). Excluding interest income in respect of the IDB repayment, interest income for the three months to March 31, 2007 is significantly higher than for the three months ending March 31, 2006 due to increases in the US dollar interest rate and higher cash balances (Q1 2007 cash balances include net proceeds from the issuance of common stock of $878.3 million to part fund the acquisition of New River).

33

Interest expense

For the three months to March 31, 2007 the Company incurred interest expense of $7.8 million (2006: $5.6 million).

In both years this expense primarily relates to a provision for interest, which may be awarded by the Court in respect of amounts due to those ex-TKT shareholders who have requested appraisal of the acquisition consideration payable for their TKT shares. The original trial date for the appraisal rights litigation was set for April 23, 2007, but this trial date has since been deferred, and the Company is awaiting a new trial date. Further information see ITEM 1 of Part II of this Form 10-Q: Legal Proceedings.

Equity in earnings of equity method investees

Net earnings of equity method investees of $0.5 million were recorded for the three months to March 31, 2007 (2006: $3.5 million). This comprised earnings of $1.5 million from the 50% share of the anti-viral commercialization partnership with GSK in Canada (2006: $1.6 million), offset by losses of $1.0 million being the Company’s share of losses in the GeneChem and EGS Healthcare Funds (2006: earnings of $1.9 million).

Taxation

The effective rate of tax for the three months to March 31, 2007 was 27% (2006: 28%). At March 31, 2007 net deferred tax assets of $247.8 million were recognized (December 31, 2006: $261.0 million).

Liquidity and capital resources

General

The Company’s funding requirements depend on a number of factors, including its development programs; corporate, business and product acquisitions; the level of resources required for the expansion of marketing capabilities as the product base expands; increases in accounts receivable and inventory which may arise as sales levels increase; competitive and technological developments; the timing and cost of obtaining required regulatory approvals for new products; the timing and quantum of tax and dividend payments and the continuing cash generated from sales of Shire’s key products.

An important part of Shire’s business strategy is to protect its products and technologies through the use of patents, proprietary technologies and trademarks, to the extent available. The Company intends to defend its intellectual property, and as a result may need cash to fund any litigation expenses incurred.

The Company ordinarily finances its activities through cash generated from operating activities, private and public offerings of equity and debt securities and the proceeds of asset or investment disposals.

Credit Facilities

In connection with the acquisition of New River, Shire plc entered into a Multicurrency Term and Revolving Facilities Agreement (the “Facilities Agreement”) with ABN AMRO Bank N.V., Barclays Capital, Citigroup Global Markets Limited and The Royal Bank of Scotland plc (the “Arrangers”) on February 20, 2007. The Facilities Agreement comprises three credit facilities: (i) a committed multicurrency five year term loan facility in an aggregate amount of $1,000 million (“Term Loan A”), (ii) a committed multicurrency 364 day term (with a further 364 day extension option) loan facility in an aggregate amount of $300 million (“Term Loan B”) and (iii) a committed five year revolving loan facility in an aggregate amount of $1,000 million (the “RCF” and, together with Term Loan A and Term Loan B, the “Facilities”). Shire plc has agreed to act as guarantor for any of its subsidiaries that borrow under the Facilities Agreement.

The RCF, which includes a $250 million swingline facility, may be used for general corporate purposes. Term Loan A and Term Loan B may be used only for financing the acquisition of New River (including related fees and transaction costs) and refinancing any existing indebtedness of New River or its subsidiaries.

The RCF and Term Loan A mature on February 20, 2012. Term Loan A is repaid in annual installments on the anniversary of the Facilities Agreement in the following amounts: $150 million in 2008, $150 million in 2009, $200 million in 2010, $200 million in 2011 and the balance on maturity. Term Loan B matures on February 19, 2008. As noted above, at Shire’s request, the maturity date of Term Loan B may be extended for a further 364 days.

The availability of loans under each of the Facilities is subject to customary conditions, including the absence of any defaults thereunder and the accuracy (in all material respects) of Shire’s representations and warranties contained therein.

34

The Facilities include representations and warranties, covenants and events of default, including (i) requirements that Shire’s ratio of Net Debt to EBITDA (as defined in the Facilities Agreement) does not exceed 3.50:1 for the 12 month period ending 31 December, 2007; 3.25:1 for the 12 month period ending 30 June 2008; and 3.00:1 for each 12 month period ending 31 December and 30 June thereafter: and (ii) that the ratio of EBITDA to Net Interest (as defined in the Facilities Agreement) must not be less than 4.0 to 1, for each 12 month period ending 31 December or 30 June, and (iii) additional limitations on the creation of liens, disposal of assets, incurrence of indebtedness, making of loans and giving of guarantees.

Interest on loans under the Facilities will be payable on the last day of each interest period, which period may be one week or one, two, three or six months at the election of Shire (or as otherwise agreed with the Arrangers). The interest rate on each loan drawn under the RCF or Term Loan A for each interest period is the percentage rate per annum which is the aggregate of the applicable margin (initially set at 0.80 per cent per annum until delivery of the compliance certificate for the year ending 31 December, 2007 and thereafter ranging from 0.40 to 0.80 per cent per annum, depending on the ratio of Net Debt to EBITDA), LIBOR, and mandatory cost, if any (as calculated in accordance with Schedule 5 of the Facilities Agreement). The interest rate on each loan drawn under Term Loan B for each interest period is the percentage rate per annum which is the aggregate of the applicable margin (being from 0.50 per cent for the first six months from the date of the Facilities Agreement, 0.75 per cent for the second six months and 1.00 per cent per annum thereafter), LIBOR, and mandatory cost, if any (as calculated in accordance with Schedule 5 of the Facilities Agreement).

Shire shall also pay fees equal to 35 per cent per annum of the applicable margin on available commitments under the RCF for the availability period applicable to the RCF and 20 per cent per annum of the applicable margin on available commitments under Term Loan A and Term Loan B for the availability period applicable to Term Loan A and Term Loan B. Interest on overdue amounts under the Facilities will accrue at a rate, which is one percentage point higher than the rates otherwise applicable to the loans under the Facilities.

The Facilities Agreement restricts (subject to certain carve-outs) Shire’s ability to incur additional financial indebtedness, grant security over its assets or provide or guarantee loans. Further, any lender may require mandatory prepayment of its participation if there is a change in control of Shire.

Upon a change of control of Shire or upon the occurrence of an event of default and the expiration of any applicable cure period, the total commitments under the Facilities may be canceled, all or part of the loans, (together with accrued interest and all other amounts accrued or outstanding) may become immediately due and payable. Events of default under the Facilities Agreement include: (i) non-payment of any amounts due under the Facilities; (ii) failure to satisfy any financial covenants; (iii) material misrepresentation in any of the finance documents; (iv) failure to pay, or certain other defaults under other financial indebtedness; (v) certain insolvency events or proceedings; (vi) material adverse changes in the business, operations, assets or financial condition of the group; (vii) certain US Employee Retirement Income Security Act breaches which would have a material adverse effect; (viii) if it becomes illegal for Shire or any of its subsidiaries that are parties to the Facilities Agreement to perform their obligations or (ix) if Shire or any subsidiary of Shire which is party to the Facilities Agreement repudiates the Facilities Agreement or any Finance Document (as defined in the Facilities Agreement). The Facilities Agreement is governed by English law.

As at March 31, 2007 the Company had not utilized these facilities. In the quarter ended March 31, 2007 the Company incurred costs of $14.3 million in relation to the Facilities of which $4.5 million was deferred within other current assets and a further $9.8 million within other non-current assets at March 31, 2007. These costs will be amortized over the estimated term of the relevant loan.

Equity financing

On February 20, 2007 Shire also raised $878.3 million through the private placement of 42.9 million new ordinary shares to certain institutional investors at a price of 1075 pence per share. The newly issued shares represent approximately 8.4 per cent of Shire plc's issued ordinary share capital prior to the placing.

New River financing

On April 19, 2007 Shire completed the acquisition of New River. The total cost of the acquisition of approximately $2.6 billion was funded by: net proceeds of $878.3 million from the private placement, utilization of $1,300 million of the bank facilities as described below; with the balance coming from Shire’s pre-acquisition cash resources.

On April 18, 2007 the Company fully utilized Term Loan A of $1,000 million and Term Loan B of $300 million to partially fund the acquisition of New River. The RCF has not been utilized.

Following Shire's acquisition of New River, the Company's liquidity profile has changed significantly. However, Shire anticipates that its operating cash flow together with available cash, cash equivalents and short-term investments and the above mentioned debt facility will be sufficient to meet its anticipated future operating expenses, the costs of acquiring New River, the remaining costs associated with the acquisition of TKT, capital expenditures and debt service and lease obligations as they become due over the next twelve months.

If the Company decides to acquire other businesses, it expects to fund these acquisitions from existing cash resources, the RCF discussed above and possibly through new borrowings and the issue of new equity if necessary.

35

Sources and uses of cash

The following table provides an analysis of the Company’s gross and net cash funds (excluding restricted cash), as at March 31, 2007 and March 31, 2006:

	March 31, 2007 $’M		March 31, 2006 $’M
Cash and cash equivalents		2,046.2		842.4
Short-term investments		-		1.5
Gross cash funds		2,046.2		843.9
Total debt		-		-
Net cash funds		2,046.2		843.9

On April 19, 2007 Shire completed the acquisition of New River. The acquisition was funded by a draw down of Term Loan A of $1,000 million and Term Loan B of $300 million on April 18, 2007 with the balance of $1,300 million coming from pre-acquisition net cash funds.

Cash flow activity

Net cash provided by operating activities for the three months to March 31, 2007 was $101.4 million compared to $123.4 million for the three months to March 31, 2006. The net decrease resulted mainly from unfavourable movements in working capital primarily relating to the timing of sales within the first quarter of 2007.

Net cash used in investing activities was $43.5 million in the three months to March 31, 2007. This included expenditure on purchases of property, plant and equipment of $17.9 million, intangible assets of $28.2 million, long-term investments of $2.1 million and costs incurred in relation to the acquisition of New River of $3.1 million, which were partially offset by $7.0 million received as a deposit for the sale of certain intangible assets.

Capital expenditure on property, plant and equipment included $2.8 million on IT at the Wayne, Pennsylvania, US headquarters and $3.1 million on IT at the Basingstoke, UK Head Office; $2.0 million on construction work at Shire’s manufacturing facility at Owings Mills, Maryland; and $1.5 million and $1.3 million on leasehold improvements and IT equipment respectively, at Shire’s site in Cambridge, Massachusetts. Capital expenditure on intangible assets included a $25 million sales milestone paid to Noven for DAYTRANA, which was accrued at December 31, 2006.

Net cash provided by investing activities was $47.8 million in the three months to March 31, 2006. Decreases in short-term investments of $5.5 million and proceeds of $70.6 million from the repayment of loans made to IDB were mainly offset by capital expenditure on property, plant and equipment of $26.5 million. Capital expenditure on property, plant and equipment included $10.0 million on IT projects in the US; $4.0 million on buildings, $2.6 million on computer equipment, and $1.3 on software at the Basingstoke Head office; $1.0 million on computer equipment for the Shire US headquarters; and $3.5 million of factory construction work and $0.7 million of plant equipment at the Owings Mills facility.

Net cash provided by financing activities was $860.4 million for the three months to March 31, 2007. On February 20, 2007 Shire plc raised $878.3 million, net of associated costs, through the private placement of 42.9 million new ordinary shares to certain institutional investors at a price of 1075 pence per share. In addition, Shire received $7.0 million from the exercise of warrants and $22.3 million from the exercise of stock options. This has been partially offset by payments to acquire treasury stock of $44.3 million.

Net cash provided by financing activities was $12.9 million for the three months to March 31, 2006. This was primarily due to proceeds of $13.8 million from the exercise of employee stock options offset by payments to acquire treasury stock of $2.0 million.

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Obligations and commitments

TKT shareholders seeking appraisal rights

As at March 31, 2007 appraisal rights had been asserted in respect of approximately 11.3 million shares of TKT common stock. For further information see Item 1 of Part II of this Form 10-Q: Legal Proceedings. As at March 31, 2007 the Company recorded a liability of $419.9 million based on the merger consideration of $37 per share for the 11.3 million shares outstanding at that time plus a provision for interest of $38.6million that may be awarded by the Court. For every $1 increase/decrease in the merger consideration applicable to those TKT shareholders who have asserted appraisal rights, the total estimated purchase price would increase/decrease by approximately $11.3 million. In April 2006, Shire filed a motion for partial summary judgment in respect of approximately 8 million shares, claiming that the petitioners were not entitled to assert appraisal rights in connection with such shares.

To the extent that petitioners’ demands were validly asserted in accordance with the applicable requirements of Delaware law and the former holders perfect their rights thereunder, such former holders will be entitled to receive the fair value of those shares as determined by the Delaware Court of Chancery. Until such time as the appraisal process is complete, the Company is unable to determine the extent of its liability.

Contractual obligations

At March 31, 2007 the Company’s contractual obligations had altered from those disclosed in the Table of Contractual Obligations in the Company’s 2006 Form 10-K as follows:

(i)DAYTRANA

In connection with the Company’s acquisition in 2003 from Noven Pharmaceuticals, Inc. (“Noven”) of the worldwide sales and marketing rights to DAYTRANA, Shire has a remaining obligation to pay Noven up to $50 million, contingent on future sales performance.

(ii)VYVANSE

In January 2005, Shire entered into an agreement with New River to collaborate in developing, manufacturing, marketing and selling VYVANSE in the US.  In the rest of the world, Shire acquired the license to develop and commercialize VYVANSE.

The FDA granted marketing approval for VYVANSE on February 23, 2007. The FDA proposed that VYVANSE be classified as a Schedule II controlled substance. No milestone was payable to New River upon approval. On February 22, 2007 the DEA issued a proposed Schedule II controlled substance classification for VYVANSE and it is expected that final scheduling will become effective in June 2007. The product launch in the US is also expected to take place in June 2007.

On April 19, 2007 the Company completed its acquisition of New River and therefore has no further commitments under the collaboration agreement other than commitments between wholly owned companies in the Shire group.

(iii)Women’s Health Products

In September 2006, Shire and Duramed Pharmaceuticals, Inc (“Duramed”) entered into an agreement related to SEASONIQUE, a number of products using Duramed’s transvaginal ring technology and other oral products. Shire has the right to market these products in a number of markets outside of North America, including the larger European markets.

Under this agreement, Shire will reimburse Duramed for US development expenses incurred going forward up to a maximum of $140 million over eight years. US development expenditure reimbursement for the quarter ended March 31, 2007 totalled $4.3 million. At March 31, 2007 the maximum future reimbursement for Duramed incurred US development expenditure is $133.2 million. Shire will separately be responsible for development costs in its licensed territories.

(iv)Tissue Protective Cytokine (“TPC”) technology development rights

In connection with the Company’s licence of TPC technology rights in non-nervous system indications from Warren Pharmaceuticals, Inc (“Warren”), the Company is committed to making payments on achievement of certain milestones. The Company is not required to make any payments to Warren upon regulatory approval of the first product for the first indication. However, it is obligated to make milestone payments to Warren of $25 million upon regulatory approval in up to five subsequent major indications. 

37

(v)Other R&D and sales milestones

In addition to the commitments set out in (i) to (iv) at March 31, 2007 the Company had commitments payable on achievement of specified milestones and fees payable for products under development in-licensed from third parties of $70.2 million (December 31, 2006: $75.6 million), of which $7.5 million could be paid in 2007.

(vi) Clinical testing

At March 31, 2007 the Company had committed to pay approximately $61.2 million (December 31, 2006: $55.0 million) to contract vendors for administering and executing clinical trials. The Company expects to pay $32.7 million (December 31, 2006: $36.1 million) of these commitments in 2007. However, the timing of these payments is not reasonably certain as payments are dependent upon actual services performed by the organizations as determined by patient enrollment levels and related activities.

(vii) Contract manufacturing

At March 31, 2007 the Company had committed to pay approximately $89.1 million (December 31, 2006: $83.4 million) in respect of contract manufacturing, of which $70.4 million (December 31, 2006: $64.5 million) will be payable in 2007 and a further $18.7 million (December 31, 2006: $18.9 million) will be payable in 2008.

(viii) Investment commitments

At March 31, 2007 the Company had outstanding commitments to subscribe for interests in companies and partnerships for amounts totaling $13.8 million (December 31, 2006: $15.9 million) which may be payable in 2007, depending on the timing of capital calls.

(ix) Capital commitments

At March 31, 2007, the Company has committed to spend $3.7 million in 2007 in respect of capital commitments. This includes commitments for the expansion and modification of its manufacturing facility at Owings Mills, Maryland.

Critical Accounting Estimates

The preparation of interim financial statements, in conformity with US GAAP and SEC regulations for interim reporting, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions are primarily made in relation to provisions for litigation, valuation of intangible assets, the valuation of equity investments, sales deductions, income taxes and share-based payments and the amount payable to former holders of TKT common stock of approximately 11.3 million shares who have submitted and not withdrawn written demands for appraisal of these shares in relation to the Company’s acquisition of TKT on July 27, 2005.

Critical accounting estimates are discussed in Shire’s Annual Report on Form 10-K for the year to December 31, 2006. Material updates to those estimates discussed in Shire’s Annual Report on Form 10-K are described below.

i) Income taxes

In July 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” with effect from January 1, 2007. In the application of FIN 48, management is required to develop estimates as to whether a tax benefit should be recognized in the financial statements, based on whether it is more likely than not that the technical merits of the position will be sustained based on audit by the tax authorities. The measurement of the tax benefit recognized in the financial statements is based upon the largest amount of tax benefit that, in management’s judgement, is greater than 50% likely to be realized based on a cumulative probability assessment of the possible outcomes. In applying FIN 48, management is required to make judgements in the determination of the unit of account, the evaluation of the facts, circumstances and information in respect of the tax position taken, together with the estimates of amounts that the Company may be required to pay in ultimate settlement with the tax authority.

38

Shire operates in numerous countries where its income tax returns are subject to audit and adjustment by local tax authorities. Because Shire operates globally, the nature of the uncertain tax positions is often very complex and subject to change and the amounts at issue can be substantial. Shire develops its cumulative probability assessment of the measurement of uncertain tax positions using internal expertise, experience, judgment and assistance from professional advisors. Estimates are refined as additional information becomes known. Any outcome upon settlement that differs from Shire’s best estimate may result in additional or lower tax expense in future periods.

At January 1, 2007 the Company had recognized a liability of $234.4 million for total unrecognized tax benefits and had accrued approximately $41.3 million for the payment of interest and penalties.

The Company has significant deferred tax assets due to net operating losses (NOLs) in the United States, UK and other countries. The realization of these assets is not assured and is dependent on the generation of sufficient taxable income in the future. Management has exercised judgment in determining the extent of the realization of these losses based upon estimates of future taxable income in the various jurisdictions in which these NOLs exist. Where there is an expectation that on the balance of probabilities there will not be sufficient taxable profits to utilize these NOLs a valuation allowance is held against these deferred tax assets. If actual events differ from management’s estimates, or to the extent that these estimates are adjusted in the future, any changes to the valuation allowance could materially impact the Company’s financial position and results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As at March 31, 2007 the Company had no material debt outstanding. On April 18, 2007 the Company utilized part of the Facilities which the Company entered into in the three months to March 31, 2007. Term Loan A of $1,000 million and Term Loan B of $300 million were fully utilized to partially fund the acquisition of New River. The remaining RCF has not been utilized.

The financial profile of the Company has changed due to the utilization of the Facilities and as a result the Company is exposed to increased interest rate risk, still primarily to the US dollar interest rates. The Company continues to review its interest rate risk and assess the policies in place to manage the risk.

Item 7A of the Group’s Annual Report on Form 10-K for the year ended December 31, 2006 contains a detailed discussion of the Group’s market risk exposure. There have been no material changes in the Group’s exposure to market risk, with the exception of interest rate risk since December 31, 2006.

ITEM 4. CONTROLS AND PROCEDURES

As at March 31, 2007, the Company, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, had performed an evaluation of the effectiveness of the Company’s disclosure controls and procedures. The Company’s management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which by their nature can provide only reasonable assurance regarding management’s control objectives. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective at the reasonable level of assurance for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms.

There has been no change in the Company’s internal control over financial reporting that occurred during the period covered by this quarterly report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

39

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The information required by this Item is incorporated herein by reference to Note 13(d), “Commitments and Contingencies, Legal proceedings” in our notes to the condensed consolidated financial statements listed under Item 1 of Part I of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

The key risk factors associated with the Company are set forth in the Company’s Form 10-K for the year ended December 31, 2006. Material updates to these risk factors are included below;

The Company has recently completed the acquisition of New River. If the Company fails to transition development of the New River compounds successfully, it may impact on the future growth of the Company

The Company has recently completed the acquisition of New River. The benefits of this acquisition depend on the successful transition to the Company of the development of New River’s approved and pre-approval compounds. If this transition is not successful, it may result in the products failing to deliver the anticipated benefits and could cause a diversion of management’s time and resources.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6.EXHIBITS

Exhibits

2.1 Agreement of Merger dated as of February 20, 2007 among Shire Plc, Shuttle Corporation and New River Pharmaceuticals, Inc.⁽¹⁾

3.1 Articles of Association of Shire plc as adopted by special resolution on September 19, 2005.⁽²⁾

10.1 Tender and Support Agreement dated as of February 20, 2007 among Shire plc, Mr. Randal J. Kirk and the other parties named therein.⁽³⁾

10.2 Multicurrency Term and Revolving Facilities Agreement as of February 20, 2007 by and among Shire plc, ABN AMRO Bank N.V., Barclays Capital, Citigroup Global Markets Limited, The Royal Bank of Scotland plc, and Barclays Bank plc.

31.1       Certification of Matthew Emmens pursuant to Rule 13a - 14 under The Exchange Act.

31.2       Certification of Angus Russell pursuant to Rule 13a - 14 under The Exchange Act.

32.1 Certification of Matthew Emmens and Angus Russell pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.

(1)   Incorporated by reference to Exhibit 2.1 to Shire’s Form 8-K filed on February 23, 2007.

(2)   Incorporated by reference to Exhibit 3.1 to Shire’s Form 8-K filed on November 25, 2005.

(3)  Incorporated by reference to Exhibit 99.1 to Shire’s Form 8-K filed on February 23, 2007.

41

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SHIRE PLC

(Registrant)

Date:		/s/ Matthew Emmens
May 1, 2007	By:	Matthew Emmens
		Chief Executive Officer

Date:		/s/ Angus Russell
May 1, 2007	By:	Angus Russell
		Chief Financial Officer

EX-10.2

Exhibit 10.2

C L I F F O R D C H A N C E	CLIFFORD CHANCE LLP
	EXECUTION COPY

US$2,300,000,000  

FACILITIES AGREEMENT  

dated 20 February 2007  

for  

SHIRE PLC  

arranged by  

ABN AMRO BANK N.V.  

BARCLAYS CAPITAL  

CITIGROUP GLOBAL MARKETS LIMITED  

THE ROYAL BANK OF SCOTLAND PLC  

with  

BARCLAYS BANK PLC  

acting as Facility Agent  

acting as Euro Swingline Agent  

acting as Dollar Swingline Agent  

MULTICURRENCY TERM AND REVOLVING FACILITIES  

AGREEMENT  

CONTENTS

CLAUSE		Page
1.	Definitions and Interpretations	1
2.	The Facilities	21
3.	Purpose	21
4.	Conditions of Utilisation	22
5.	Utilisation - Procedure	25
6.	Utilisation - Swingline Loans	26
7.	Swingline Loans	31
8.	Selection of currencies	34
9.	Amount of optional currencies	35
10.	Repayment	36
11.	Illegality, Voluntary Prepayment and cancellation	36
12.	Mandatory Prepayment	38
13.	Restrictions	39
14.	Extension of Facility B	40
15.	Interest	41
16.	Interest Periods	42
17.	Changes to the calculation of interest	42
18.	Fees	43
19.	Tax Gross Up and Indemnities	45
20.	Increased costs	50
21.	Other indemnities	51
22.	Mitigation by the Lenders	53
23.	Costs and expenses	53
24.	Guarantee and indemnity	55
25.	Representations	58
26.	Information undertakings	61
27.	Financial covenants	64
28.	General undertakings	70
29.	Events of Default	76
30.	Changes to the Lenders	81
31.	Changes to the Obligors	84

32.	Role of the Agent and the Arranger	87
33.	Conduct of business by the Finance Parties	92
34.	Sharing among the Finance parties	92
35.	Payment mechanics	94
36.	Set-off	96
37.	Notices	96
38.	Calculations and certificates	98
39.	Partial invalidity	98
40.	Remedies and waivers	99
41.	Amendments and waivers	99
42.	Counterparts	101
43.	Governing law	102
44.	Enforcement	102

SCHEDULE 1    THE ORIGINAL PARTIES   103  

Part I The Original Obligors	103
Part II The Original Term Lenders	104
Part III The Original Revolving Lenders	105
Part IV The Original Dollar Swingline Lenders	106
Part V The Original Euro Swingline Lenders	107

SCHEDULE 2    CONDITIONS PRECEDENT   108  

Part I Conditions precedent to initial Utilisation	108
Part II Conditions precedent to Certain Funds Utilisation	110
Part III Conditions precedent required to be delivered by an Additional Obligor	111

SCHEDULE 3   REQUESTS  113  

Part I Utilisation Request - Term Loans and Revolving Loan	113
Part II Utilisation Request - Swingline Loan	115

SCHEDULE 4	MANDATORY COST FORMULAE	116
SCHEDULE 5	FORM OF TRANSFER CERTIFICATE	119
SCHEDULE 6	FORM OF ACCESSION LETTER	121
SCHEDULE 7	FORM OF RESIGNATION LETTER	122
SCHEDULE 8	FORM OF COMPLIANCE CERTIFICATE	123
SCHEDULE 9	EXISTING SECURITY	124
SCHEDULE 10	EXISTING LOANS	125

SCHEDULE 11	EXISTING FINANCIAL INDEBTEDNESS	126
SCHEDULE 12	FORM OF CONFIDENTIALITY UNDERTAKING	127
SCHEDULE 13	TIMETABLES	133

THIS AGREEMENT is dated 20 February 2007 and made between:

(1)	SHIRE PLC (the "Company");
(2)	THE SUBSIDIARIES of the Company, together with the Company, listed in Part I of Schedule 1 (The Original Parties) as original borrowers (the "Original Borrowers");
(3)	SHIRE PLC (the "Original Guarantor");
(4)	ABN AMRO BANK N.V., BARCLAYS CAPITAL, CITIGROUP GLOBAL MARKETS LIMITED AND THE ROYAL BANK OF SCOTLAND PLC as mandated lead arrangers (whether acting individually or together, the "Arrangers");
(5)	THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as term lenders (the "Original Term Lenders");
(6)	THE FINANCIAL INSTITUTIONS listed in Part III of Schedule 1 (The Original Parties) as revolving lenders (the "Original Revolving Lenders").
(7)	THE FINANCIAL INSTITUTIONS listed in Part IV of Schedule 1 (The Original Parties) as dollar swingline lenders (the "Original Dollar Swingline Lenders");
(8)	THE FINANCIAL INSTITUTIONS listed in Part V of Schedule 1 (The Original Parties) as euro swingline lenders (the "Original Euro Swingline Lenders");
(9)	BARCLAYS BANK PLC as facility agent of the other Finance Parties (in this capacity, the "Facility Agent");
(10)	BARCLAYS BANK PLC as euro swingline agent of the other Finance Parties (in this capacity, the "Euro Swingline Agent"); and
(11)	BARCLAYS BANK PLC as dollar swingline agent of the other Finance Parties (in this capacity, the "Dollar Swingline Agent").

IT IS AGREED as follows:

SECTION 1
INTERPRETATION

1.	DEFINITIONS AND INTERPRETATIONS
1.1	Definitions
	In this Agreement:
	"2005 Agreement" means the multicurrency revolving facilities agreement dated 15 June 2005 made between, among others, Shire Pharmaceuticals Group Limited (formerly known as Shire Pharmaceuticals Group plc), ABN Amro Bank N.V., Barclays Capital, Citigroup Global Markets Limited, HSBC Bank plc and The Royal Bank of Scotland plc.
	"Acceptance Date" shall have the meaning set out in the Acquisition Agreement.

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"Accession Letter" means a document substantially in the form set out in Schedule 6 (Form of Accession Letter).

"Acquisition" means the transaction pursuant to which a member of the Group becomes the owner of record of all of the issued share capital of New River by a two step merger (involving a tender offer followed by a merger).

"Acquisition Documents" means the Acquisition Agreement and the Offer Documents (as such term is defined in the Acquisition Agreement).

"Acquisition Agreement" means the agreement of merger dated on or around the date of this Agreement between the Company, Shuttle Corporation and New River.

"Acquisition Proceeds" means the proceeds of a claim (a "Recovery Claim") made by any member of the Group in relation to the Acquisition Document except for Excluded Acquisition Proceeds and after deducting:

(a)	any reasonable expenses or costs which are incurred by any member of the Group to persons who are not members of the Group; and
(b)	any Tax incurred and required to be paid by a member of the Group in connection with such claim (as reasonably determined by the relevant member of the Group on the basis of existing rates taking into account any available credit, deduction or allowance),

in each case to be reimbursed out of such Recovery Claim.

"Acquisition Purpose" means any of the purposes set out in sub-clause 3.1.1 and subclauses 3.1.2(a) and (d) of Clause 3.1 (Purpose).

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 31 (Changes to the Obligors).

"Additional Cost Rate" has the meaning given to it in Schedule 4 (Mandatory Cost formulae).

"Additional Guarantor" means a company which becomes an Additional Guarantor in accordance with Clause 31 (Changes to the Obligors).

"Additional Obligor" means an Additional Borrower or an Additional Guarantor.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Agents" means the Dollar Swingline Agent, the Euro Swingline Agent, the Agent and the Facility Agent, and "Agent" means, as the context may require, any of them.

"New River Convertible Bond" means the 3.5 per cent convertible subordinated notes due 2013, issued by New River.

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"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration. "Availability Period" means:
(a)	in relation to Facility A, the period from and including the date of this Agreement to and including the date which is the earlier of (i) 9 Months after the date of this Agreement and (ii) 4 Months after the Walk-Away Date; and
(b)	in relation to Facility B, the period from and including the date of this Agreement to and including the date which is the earlier of (i) 9 Months after the date of this Agreement and (ii) 4 Months after the Walk-Away Date; and
(c)	in relation to the Revolving Facility, the period from and including the date of this Agreement to the date which is one week prior to the Revolving Facility Maturity Date.
"Available Commitment" means a Lender's Commitment minus:
(a)	the Base Currency Amount of its participation in any outstanding Loans; and
(b)	in relation to any proposed Utilisation, the Base Currency Amount of its participation in any Loans that are due to be made under that Facility on or before the proposed Utilisation Date,
other than, in either case, a Revolving Lender's participation in any Revolving Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date. "Available Facility" means, in relation to a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Facility. "Base Currency" means US Dollars. "Base Currency Amount" means, in relation to a Loan, the amount specified in the Utilisation Request delivered by a Borrower (or the Company on behalf of a Borrower) for that Loan (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Facility Agent's Spot Rate of Exchange on the date which is, subject as otherwise provided, three Business Days before the Utilisation Date or, if later, on the date the Facility Agent receives the Utilisation Request) adjusted to reflect any repayment, prepayment, consolidation or division of the Loan. "Basel II Implementation Date" means the date on which Basel II (as defined in sub-clause 20.3.1(f) of Clause 20.3 (Exceptions) is deemed to apply to the Finance Parties being 1 January 2007. "Borrower" means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 31 (Changes to the Obligors).

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"Break Costs" means the amount (if any) by which:
(a)	the interest excluding the Margin which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:
(b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.
"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and:
(a)	(in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency; or
(b)	(in relation to any date for payment or purchase of euro) any TARGET Day.
"Certain Funds Period" means the period commencing on the date of this Agreement and ending on the date which is the earlier of (i) five Business Days after the Acceptance Date and (ii) the Walk-Away Date. "Certain Funds Utilisation" means a Term Loan or Revolving Loan made or to be made under a Facility during the Certain Funds Period where such Loan is to be made solely for an Acquisition Purpose. "Code" means, at any date, the U.S. Internal Revenue Code of 1986 and the regulations promulgated thereunder as in effect at such date. "Commitment" means a Facility A Commitment, a Facility B Commitment, a Revolving Facility Commitment or a Swingline Commitment. "Compliance Certificate" means a certificate substantially in the form set out in Schedule 8 (Form of Compliance Certificate). "Confidentiality Undertaking" means a confidentiality undertaking substantially in the form as set out in Schedule 12 (Form of Confidentiality Undertaking) or in any other form agreed between the Company and the Facility Agent. "Debt Proceeds" means the cash proceeds receivable by any member of the Group upon the incurrence by any member of the Group of any Financial Indebtedness falling within the terms of paragraphs (e) and (i) of sub-clause 28.8.2, after, in each case, deducting expenses incurred by any member of the Group with respect to that incurrence.

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"Default" means an Event of Default or any event or circumstance specified in Clause 29 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing with an event or circumstance specified in Clause 29 (Events of Default)) be an Event of Default. "Disposal" means a sale, lease, licence, transfer, loan or other disposal by a person of any asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions). "Disposal Proceeds" means the cash consideration receivable by any member of the Group (including any amount receivable in repayment of intercompany debt) for any disposal under sub-clause 28.4.2(k) of Clause 28.4 (Disposals) made by any member of the Group except for Excluded Disposal Proceeds and after deducting
(a)	expenses and provisions for liability incurred by any member of the Group with respect to that disposal; and
(b)	any Tax incurred and required to be paid by any member of the Group in connection with that disposal (as reasonably determined by that member of the Group, on the basis of existing rates and taking account of any available credit, deduction or allowance).

"Dollar Swingline Facility" means the dollar swingline facility as described in sub-clause 7.1.1 of Clause 7.1 (Swingline).

"Dollar Swingline Lender" means:

(a)	an Original Dollar Swingline Lender listed in Part IV of Schedule 1 (The Original Parties) as a dollar swingline lender; or
(b)	any other person that becomes a Dollar Swingline Lender after the date of this Agreement in accordance with Clause 30 (Changes to the Lenders),
which in each case has not ceased to be a Party in accordance with the terms of this Agreement. "Dollar Swingline Loan" means a loan to be made under the Dollar Swingline Facility or the principal amount outstanding for the time being of that loan. "Employee Plan" means an employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which a U.S. Obligor or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "ERISA" means, at any date, the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued under it, all as the same may be in effect at such date.

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"ERISA Affiliate" means any person that for purposes of Title I and Title IV of ERISA and Section 412 of the Code would be deemed at any relevant time to be a single employer with a Obligor, pursuant to Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA. "ERISA Event" means:
(a)	any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event;
(b)	the filing of a notice of intent to terminate any Employee Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041(c) of ERISA of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041(c) of ERISA;
(c)	the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;
(d)	the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA securing an amount in excess of US$50,000,000 or the filing of any request for a minimum funding waiver under Section 412 of the Code with respect to any Employee Plan or Multiemployer Plan;
(e)	an engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA;
(f)	the complete or partial withdrawal of any U.S. Obligor or any ERISA Affiliate from a Multiemployer Plan; and
(g)	an Obligor or an ERISA Affiliate incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under Section 4007 of ERISA).
"Euro Swingline Facility" means the euro swingline facility as described in sub-clause 7.1.2 of Clause 7.1 (Swingline). "Euro Swingline Lender" means:

(a)	an Original Euro Swingline Lender listed in Part V of Schedule 1 (The Original Parties) as a euro swingline lender; or
(b)	any other person that becomes a Euro Swingline Lender after the date of this Agreement in accordance with Clause 30 (Changes to the Lenders),
which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

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"Euro Swingline Loan" means a loan to be made under the Euro Swingline Facility or the principal amount outstanding for the time being of that loan. "Event of Default" means any event or circumstance specified as such in Clause 29 (Events of Default). "Excluded Acquisition Proceeds" means any proceeds of a Recovery Claim which the Company notifies the Facility Agent are, or are to be, applied:
(a)	in payment of amounts payable pursuant to the Acquisition Agreement by way of adjustment to the purchase price in respect of the Acquisition (except to the extent relating to a working capital adjustment);
(b)	to satisfy (or reimburse a member of the Group which has discharged) any liability, charge or claim upon a member of the Group by a person which is not a member of the Group; or
(c)	in the replacement, reinstatement and/or repair of assets of members of the Group which have been lost, destroyed or damaged,
in each case as a result of the events or circumstances giving rise to that Recovery Claim, if those proceeds are so applied as soon as possible (but in any event within 365 days, or such longer period as the Majority Lenders may agree) after receipt. "Excluded Disposal Proceeds" means:

(a)	any Disposal Proceeds which are within 365 days of the date of the relevant Disposal applied in or towards the purchase of assets used in the business of the Group (including, without limitation, all milestone payments and similar payments under any new or existing agreement relating to the in-licensing co-development or other acquisition of intellectual property or other assets or products); and
(b)	any other Disposal Proceeds to the extent that, when aggregated with all other Disposal Proceeds receivable by the Group in the same financial year, they do not exceed US$100,000,000.
"Existing Financial Indebtedness" means the existing Financial Indebtedness listed in Schedule 11 (Existing Financial Indebtedness). "Existing Loans" means the existing loans listed in Schedule 10 (Existing Loans). "Existing Security" means the existing Security listed in Schedule 9 (Existing Security). "Facility" means a Term Facility, the Revolving Facility or the Swingline Facility. "Facility A" means the term loan facility made available under this Agreement as described in Clause 2.1 (Grant of Facility A).

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"Facility A Commitment" means:
(c)	in relation to an Original Term Lender, the amount in the Base Currency set opposite its name under the heading "Facility A Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility A Commitment transferred to it under this Agreement; and
(d)	in relation to any other Term Lender, the amount in the Base Currency of any Facility A Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement. "Facility A Lender" means a Term Lender under Facility A. "Facility A Loan" means a loan made or to be made under Facility A or the principal amount outstanding for the time being of that loan. "Facility A Maturity Date" means the date which is the fifth anniversary of the date of this Agreement. "Facility A Repayment Date" means each of the dates specified in sub-clause 10.1.1 of Clause 10.1 (Repayment of Term Loans). "Facility Agent's Spot Rate of Exchange" means the Facility Agent's spot rate of exchange for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 a.m. on a particular day. "Facility B" means the term loan facility made available under this Agreement as described in Clause 2.2 (Grant of Facility B). "Facility B Commitment" means:

(a)	in relation to an Original Term Lender, the amount in the Base Currency set opposite its name under the heading "Facility B Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Facility B Commitment transferred to it under this Agreement; and
(b)	in relation to any other Term Lender, the amount in the Base Currency of any Facility B Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement. "Facility B Loan" means a loan made or to be made under Facility B or the principal amount outstanding for the time being of that loan. "Facility B Maturity Date" means the date which is 364 days after the date of this Agreement subject to an extension pursuant to Clause 14 (Extension of Facility B).

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"Facility Office" means:
(a)	in relation to a Revolving Lender, the office identified as such opposite such Lender's name in Part III of Schedule 1 (The Original Parties) (or in the case of a transferee, at the end of the Transfer Certificate to which it is a party as transferee) or such other office as it may from time to time select;
(b)	in relation to a Dollar Swingline Lender, the office identified as such opposite such Swingline Lender's name in Part IV of Schedule 1 (The Original Parties) (or in the case of a transferee, at the end of the Transfer Certificate to which it is a party as transferee) or such other office in the United States of America (in the same time zone as New York City) as it may from time to time select; and
(c)	in relation to a Euro Swingline Lender, the office identified as such opposite such Swingline Lender's name in Part V of Schedule 1 (The Original Parties) (or in the case of a transferee, at the end of the Transfer Certificate to which it is a party as transferee) or such other office as it may from time to time select.
"Fee Letter" means any letter or letters dated on or about the date of this Agreement between the Arranger and the Company (or an Agent and the Company) setting out any of the fees referred to in Clause 18 (Fees). "Finance Document" means this Agreement, the Mandate Letter, any Fee Letter, any Accession Letter, any Resignation Letter, any Utilisation Request and any other document designated as such by the Facility Agent and the Company. "Finance Party" means any Agent, the Arranger or a Lender. "Financial Indebtedness" means any indebtedness for or in respect of:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with U.S. GAAP, be treated as a finance or capital lease;
(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

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(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
(i)	any amount raised by the issue of redeemable shares which are redeemable prior to the fifth anniversary of the date of the Agreement other than redeemable shares issued by a Subsidiary of the Company where such redeemable shares are acquired by another member of the Group as consideration for, or in connection with, an issue by a member of the Group of equity securities or, to the extent not so acquired, are redeemed within 30 days after the date of their issue;
(j)	any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into this agreement is to raise finance; and
(k)	(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (j) above.
"Group" means the Company and its Subsidiaries for the time being, including after closing of the Acquisition, New River and its Subsidiaries. "Guarantor" means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 31 (Changes to the Obligors). "Holding Company" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary. "Information Memorandum" means the document that is to be prepared in relation to this transaction, approved by the Company and distributed by the Arrangers in connection with the syndication of the Facilities. "Information Memorandum Date" means the date on which the Information Memorandum is approved by the Company for distribution. "Interest Period" means, in relation to a Loan (not being a Swingline Loan), each period determined in accordance with Clause 16 (Interest Periods), in relation to an Unpaid Sum, each period determined in accordance with Clause 15.3 (Default interest), and in relation to a Swingline Loan, the period determined in accordance with sub-clause 6.3.1 of Clause 6.3 (Completion of a Utilisation Request for Swingline Loans). "IRS" means the United States Internal Revenue Service or any successor. "Lender" means a Swingline Lender and/or a Revolving Lender and/or a Term Lender, as the context requires. "LIBOR" means, in relation to any Loan:
(a)	the applicable Screen Rate; or
(b)	(if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to

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the Facility Agent at its request quoted by three Reference Banks to leading banks in the London interbank market,  

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan.  

"Loan" means a Revolving Loan, a Swingline Loan or a Term Loan.

"Major Event of Default" means:

(a)	with respect to any Obligor, any circumstances constituting an Event of Default under Clause 29.1 (Non-payment), Clause 29.3 (Other Obligations) (but only with respect to failure to comply with Clauses 28.3 (Negative Pledge), 28.4 (Disposals), 28.5 (Change of Business), 28.7 (Loans and Guarantees), 28.8 (Financial Indebtedness) and, for the purpose of this definition only, any reference in each such clause to the Group or a member of the Group shall be deemed not to include New River and its subsidiaries), Clause 29.4 (Misrepresentation) (but only insofar as it relates to a Major Representation), Clause 29.10 (Unlawfulness) or Clause 29.11 (Repudiation); and
(b)	any circumstances constituting a Default under Clause 29.6 (Insolvency) or Clause 29.7 (Insolvency Proceedings).
"Major Representation" means a representation or warranty with respect to any Obligor other than New River under Clauses 25.2 (Status) to 25.6 (Validity and admissibility in evidence) inclusive except that, for the purpose of this definition, all references in such Clauses to a "Subsidiary" or the "Subsidiaries" of any Obligors in sub-clauses 25.2.2 of Clause 25.2 (Status) and 25.4.2 of Clause 25.4 (Non-conflict with other obligations) shall be deemed to refer only to Material Companies. "Majority Lenders" means:
(a)	if there are no Loans then outstanding, a Lender or Lenders whose Commitments aggregate not less than 662/3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated not less than 662/3 per cent. of the Total Commitments immediately prior to the reduction); or
(b)	at any other time, a Lender or Lenders whose participations in the Loans then outstanding aggregate not less than 662/3 per cent. of all the Loans then outstanding.
"Mandate Letter" means the letter dated on or about the date hereof between the Company and the Arrangers. "Mandatory Cost" means the percentage rate per annum calculated by the Facility Agent in accordance with Schedule 4 (Mandatory Cost formulae). "Margin" means:
(a)	in the case of the Revolving Facility and Facility A:

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(i)	0.80 per cent. per annum prior to receipt by the Facility Agent of the Compliance Certificate delivered in respect of the year ending 31 December 2007, pursuant to Clause 26 (Information Undertakings); and
(ii)	at all other times if the ratio of Net Debt to EBITDA in respect of the most recently completed financial year or financial half year is within the range set out below, then the Margin will be the rate set out opposite such range in the table below:

Ratio of Net Debt to EBITDA	Margin (per cent. per annum)
Greater than 3.0:1	0.80
Greater than 2.5:1 but less than or equal to 3.0:1	0.65
Greater than 2.0:1 but less than or equal to 2.5:1	0.55
Greater than 1.5:1 but less than or equal to 2.0:1	0.45
Less than or equal to 1.5:1	0.40

and any reduction or increase in the Margin in the table above shall take effect five Business Days after receipt by the Facility Agent of the Compliance Certificate pursuant to Clause 26 (Information Undertakings). For the purpose of determining the Margin, "Net Debt" and "EBITDA" shall be determined in accordance with Clause 27.1 (Financial definitions). If the Company is in default of its obligations under Clause 26 (Information Undertakings) to provide a Compliance Certificate or relevant financial statements and the Company has failed to remedy the default within 5 Business Days following notification by the Facility Agent, the Margin will be 0.80 per cent. per annum for so long as such default continues.

(b)

in the case of Facility B the Margin will be the rate set out opposite the time period in the table below:

Months from the date of this Agreement	Margin (per cent. per annum)
0-6 months	0.50
7-12 months	0.75
after 12 months and thereafter	1.00

Any increase in the Margin under the terms of paragraph (b) shall take effect from the last day of the last month in each period specified above.

"Margin Stock" means margin stock or "margin security" within the meaning of Regulations U and X.

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"Material Adverse Effect" means a:
(a)	material adverse change in the business, operations, assets or financial condition of the Group taken as a whole which is likely to have a material adverse effect on the ability of the Obligors taken as a whole or the Company to perform their respective payment obligations under the Finance Documents; or
(b)	material adverse effect on the validity or enforceability of the Finance Documents or the rights or remedies of any Finance Party under the Finance Documents.

"Material Company" means, at any time:
(a)	an Obligor; or
(b)	a Subsidiary of the Company which has EBITDA (as defined in Clause 27.1 (Financial definitions) but calculated as though it applied to it) representing 10 per cent. or more of the EBITDA of the Group.
Compliance with such conditions shall be determined by reference to the most recent Compliance Certificate supplied by the Company and/or the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group. A report by the auditors of the Company that a Subsidiary is or is not a Material Company (determined in accordance with the preceding paragraph) shall, in the absence of manifest error, be conclusive and binding on all Parties. "Maturity Date" means, as applicable, the Facility A Maturity Date, the Facility B Maturity Date, or the Revolving Facility Maturity Date. "Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
The above rules will only apply to the last Month of any period. "Multiemployer Plan" means a "multiemployer plan" (as defined in Section (3)(37) of ERISA) contributed to for any employees of a U.S. Obligor or any ERISA Affiliate.

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"New River" means New River Pharmaceuticals, Inc

"NRP 104 Milestone Payment" means the milestone payment payable under the agreement between the Company, inter alia, and New River Pharmaceuticals Inc. dated 31 January 2005 triggered by various events, such as filing, receiving U.S. marketing approval with certain characteristics, and achieving certain sales targets.

"Obligor" means a Borrower or a Guarantor.

"Optional Currency" means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.4 (Conditions relating to Optional Currencies).

"Original Financial Statements" means in relation to the Company, the audited consolidated financial statements of the Group for the financial year ended 31 December 2005.

"Original Obligor" means an Original Borrower or an Original Guarantor.

"Participating Member State" means any member state of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"PBGC" means the U.S. Pension Benefit Guaranty Corporation, or any entity succeeding to all or any of its functions under ERISA.

"Permitted Securitisation" means any arrangements forming part of a transaction involving the securitisation or other financing of assets or cash flows (or both) relating to royalty income provided that, while the aggregate amount of the Total Revolving Facility Commitments of all the Revolving Lenders in respect of the Revolving Facility is greater than US$500,000,000 or there is any amount outstanding under or in respect of Facility A or Facility B, the Company provides a certificate to the Facility Agent signed by two directors (one of which is the finance director of the Company) confirming that the proceeds of that securitisation or other financing are to be applied such that there will be a permanent reduction of the Facilities of an amount equivalent to the net amount anticipated to be received by the Group from such securitisation or other financings.

"Qualifying Lender" has the meaning given to it in Clause 19 (Tax gross-up and indemnities).

"Quotation Day" means, in relation to any period for which an interest rate is to be determined:

(a)	(if the currency is sterling) the first day of that period;
(b)	(if the currency is euro) two TARGET Days before the first day of that period; or
(c)	(for any other currency) two Business Days before the first day of that period,

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unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Facility Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days). "Reference Banks" means, in relation to LIBOR the principal London offices of Citibank International plc, Barclays Bank PLC and The Royal Bank of Scotland plc or such other banks as may be appointed by the Facility Agent in consultation with the Company. "Regulations U and X" means, respectively, Regulations U and X of the Board of Governors of the Federal Reserve System of the United States (or any successor) as now and from time to time in effect from the date of this Agreement. "Relevant Interbank Market" means in relation to euros, the European Interbank Market and, in relation to any other currency, the London interbank market. "Repayment Instalment" means the amount to be repaid on each Facility A Repayment Date. "Repeating Representations" means each of the representations set out in Clauses 25.2 (Status) to 25.7 (Governing law and enforcement), Clause 25.10 (No default), Clause 25.13 (Pari passu ranking), and Clause 25.14 (ERISA and Multiemployer Plans) to Clause 25.16 (Investment Companies). "Resignation Letter" means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter). "Revolving Facility" means the revolving facility made available under this Agreement as described in Clause 2.3 (Grant of Revolving Facility). "Revolving Facility Commitment" means:
(a)	in relation to an Original Revolving Lender, the amount in the Base Currency set opposite its name under the heading "Revolving Commitment" in Part III of Schedule 1 (The Original Parties) and the amount of any other Revolving Facility Commitment transferred to it under this Agreement; and
(b)	in relation to any other Revolving Lender, the amount in the Base Currency of any Revolving Facility Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement. "Revolving Facility Maturity Date" means the date which is the fifth anniversary of the date of this Agreement. "Revolving Lender" means:
(a)	any Original Revolving Lender; and

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(b)	any bank or financial institution which has become a Revolving Lender in accordance with Clause 30 (Changes to the Lenders), which in each case has not ceased to be a Party in accordance with the terms of this Agreement.
"Revolving Loan" means a loan to be made under the Revolving Facility or the principal amount outstanding for the time being under that loan. "Rollover Loan" means one or more Revolving Loans (other than Swingline Loans):

(a)	made or to be made on the same day that a maturing Revolving Loan is due to be repaid;
(b)	the aggregate amount of which is equal to or less than the maturing Revolving Loan;
(c)	in the same currency as the maturing Revolving Loan (unless it arose as a result of the operation of Clause 8.3 (Revocation of currency)); and
(d)	made or to be made to the same Borrower for the purpose of refinancing a maturing Revolving Loan.
"Screen Rate" means in relation to LIBOR, the British Bankers' Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Facility Agent may specify a reasonable alternative page or service displaying the appropriate rate after consultation with the Company and the Lenders. "SEC" means the United States Securities and Exchange Commission or any successor thereto. "Security" means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. "Specified Time" means a time determined in accordance with Schedule 13 (Timetables). "Subsidiary" means a subsidiary within the meaning of section 736 of the Companies Act 1985. "Swingline Agent" means the Dollar Swingline Agent or the Euro Swingline Agent. "Swingline Commitment" means:
(a)	in relation to a Swingline Lender on the date of this Agreement, the amount in the Base Currency set opposite its name under the heading "Swingline Commitment" in Part III and/or Part IV of Schedule 1 (The Original Parties) and the amount of any other Swingline Commitment transferred to it under this Agreement; or
(b)	in relation to any other Swingline Lender, the amount in the Base Currency of any Swingline Commitment transferred to it under this Agreement,
to the extent not cancelled, reduced or transferred by it under this Agreement.

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"Swingline Facility" means the swingline facility made available under this Agreement comprising the Dollar Swingline Facility, and the Euro Swingline Facility. "Swingline Lender" means a Dollar Swingline Lender or a Euro Swingline Lender. "Swingline Loan" means a Dollar Swingline Loan or a Euro Swingline Loan. "Syndication Date" means the date on which the Arrangers confirm that primary syndication has been completed. "TARGET" means Trans-European Automated Real-time Gross Settlement Express Transfer payment system. "TARGET Day" means any day on which TARGET is open for the settlement of payments in euro. "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same). "Taxes Act" means the Income and Corporation Taxes Act 1988. "Tender and Support Agreement" means the tender and support agreement dated on or around the date of this Agreement between the Shareholders of New River referred to therein and the Company. "Term Facility" means Facility A or Facility B. "Term Lender" means:
(a)	any Original Term Lender; and
(b)	any bank or financial institution which has become a Term Lender in accordance with Clause 30 (Changes to the Lenders) which, in each case, has not ceased to be a Party in accordance with the terms of this Agreement.
"Term Loan" means a Facility A Loan or a Facility B Loan. "Total Commitments" means the aggregate of the Total Facility A Commitments, the Total Facility B Commitments and the Total Revolving Facility Commitments, being US$2,300,000,000 at the date of this Agreement. "Total Facility A Commitments" means the aggregate of the Facility A Commitments, being US$1,000,000,000 at the date of this Agreement. "Total Facility B Commitments" means the aggregate of the Facility B Commitments, being US$300,000,000 at the date of this Agreement. "Total Revolving Facility Commitments" means the aggregate of the Revolving Facility Commitments, being US$1,000,000,000 at the date of this Agreement.

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	"Transfer Certificate" means a certificate substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Company.
	"Transfer Date" means, in relation to a transfer, the later of:
	(a)	the proposed Transfer Date specified in the Transfer Certificate; and
	(b)	the date on which the Facility Agent executes the Transfer Certificate.
	"Unfunded Pension Liability" means the excess of an Employee Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that plan's assets, determined in accordance with the assumptions used for funding the Employee Plan pursuant to Section 412 of the Code for the applicable plan year.
	"U.S." and "United States" means the United States of America, its territories, possessions and other areas subject to the jurisdiction of the United States of America.
	"U.S. Borrower" means a Borrower whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.
	"U.S. GAAP" means generally accepted accounting principles in the United States of America.
	"U.S. Guarantor" means a Guarantor whose jurisdiction of organisation is a state of the United States of America or the District of Columbia.
	"U.S. Obligor" means a U.S. Borrower or a U.S. Guarantor.
	"Unpaid Sum" means any sum due and payable but unpaid by an Obligor under the Finance Documents.
	"Utilisation" means a utilisation of a Facility.
	"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Loan is to be made.
	"Utilisation Request" means a notice substantially in the form set out in Part I (Utilisation Request - Term Loans and Revolving Loan) or Part II (Utilisation Request - Swingline Loan) of Schedule 3 (Requests).
	"VAT" means value added tax as provided for in the Value Added Tax Act 1994 or any regulations promulgated thereunder and any other tax of a similar nature.
	"Walk-Away Date" has the meaning set out in the Acquisition Agreement.
1.2	Construction
		1.2.1	Unless a contrary indication appears any reference in this Agreement to:
			(a)	the "Agent", the "Facility Agent", the "Euro Swingline Agent", the "Dollar Swingline Agent", the "Arrangers", any "Finance Party", any "Lender",

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			any "Obligor" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
		(b)	"assets" includes present and future properties, revenues and rights of every description;
		(c)	a "Finance Document" or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;
		(d)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
		(e)	a "person" includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) of two or more of the foregoing;
		(f)	a "regulation" includes any regulation, rule, official directive or guideline (whether or not having the force of law but if not having the force of law being of a type which any person to which it applies is accustomed to comply) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other similar authority or organisation;
		(g)	a provision of law is a reference to that provision as amended or re-enacted;
		(h)	a time of day is a reference to London time; and
		(i)	a reference to Barclays Capital means the investment banking division of Barclays Bank PLC.
	1.2.2	Section, Clause and Schedule headings are for ease of reference only.
	1.2.3	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.
	1.2.4	A Default or an Event of Default is "continuing" if it has not been remedied or waived.
1.3	Currency Symbols and Definitions
	"$" and "dollars", "US Dollars" and "US$" denote lawful currency of the United States of America.
	"EUR" and "euro" means the single currency unit of the Participating Member States.
	"£" and "sterling" denote lawful currency of the United Kingdom.

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1.4	Third party rights
	1.4.1	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.
	1.4.2	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

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SECTION 2
THE FACILITIES

2.	THE FACILITIES
2.1	Grant of Facility A
	Subject to the terms of this Agreement, the Facility A Lenders make available to the Borrowers a term loan facility in the Base Currency in an aggregate amount equal to the Total Facility A Commitments.
2.2	Grant of Facility B
	Subject to the terms of this Agreement, the Facility B Lenders make available to the Borrowers a term loan facility in the Base Currency in an aggregate amount equal to the Total Facility B Commitments.
2.3	Grant of Revolving Facility
	Subject to the terms of this Agreement, the Revolving Lenders make available to the Borrowers a multicurrency revolving loan facility in an aggregate amount equal to the Total Revolving Facility Commitments. The Revolving Facility incorporates the Swingline Facility as set out in Clause 6 (Utilisation - Swingline Loans) and Clause 7 (Swingline Loans).
2.4	Finance Parties' rights and obligations
	2.4.1	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
	2.4.2	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.
	2.4.3	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.
3.	PURPOSE
3.1	Purpose
	3.1.1	Each Borrower shall apply all amounts borrowed by it under a Term Facility towards:
		(a)	financing the purchase price payable in respect of the Acquisition including related fees, and transaction costs; and
		(b)	refinancing any existing indebtedness of New River and its Subsidiaries.
	3.1.2	Each Borrower shall apply all amounts borrowed by it under the Revolving Facility towards:

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		(a)	financing the balance of the consideration payable in respect of the Acquisition after the application of amounts drawn under the Term Loans, including related costs and expenses (including but not limited to legal costs and expenses (plus amounts in respect of any VAT thereon) incurred in relation to this Agreement and related documentation and any fees payable by the Borrower under this Agreement) and syndication costs;
		(b)	the making of certain milestone payments;
		(c)	refinancing indebtedness outstanding under the 2005 Agreement;
		(d)	refinancing existing indebtedness of New River and its Subsidiaries;
		(e)	financing the general corporate purposes of the Group.
3.2	Monitoring
	No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
4.	CONDITIONS OF UTILISATION
4.1	Initial conditions precedent
	No Borrower (nor the Company) may deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part I of Schedule 2 (Conditions precedent) in form and substance satisfactory to the Facility Agent acting reasonably. The Facility Agent shall notify the Company and the Lenders promptly upon being so satisfied.
4.2	Certain Funds Utilisation conditions precedent
	No Borrower (nor the Company) may deliver a Utilisation Request in respect of a Certain Funds Utilisation unless the Facility Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent acting reasonably. The Facility Agent shall notify the Company and the Lenders promptly upon being so satisfied.
4.3	Further conditions precedent
	4.3.1	The Lenders will be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a Loan (other than one to which Clause 4.7 (Loans during the Certain Funds Period) applies) only if on the date of the Utilisation Request and on the proposed Utilisation Date:
		(a)	in the case of a Rollover Loan, no Event of Default has occurred and is continuing or would result from the proposed Loan and, in the case of any other Loan, no Default is continuing or will result from the proposed Loan; and
		(b)	the Repeating Representations to be made by each Obligor are true in all material respects.

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4.4	Conditions relating to Optional Currencies
	4.4.1	A currency will constitute an Optional Currency in relation to a Revolving Loan if it is sterling or euro or it is:
		(a)	readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Revolving Loan; and
		(b)	a currency which has been approved by the Facility Agent (acting on the instructions of all the Revolving Lenders acting reasonably) on or prior to receipt by the Facility Agent of the relevant Utilisation Request for that Revolving Loan.
	4.4.2	If the Facility Agent has received a written request from the Company for a currency to be approved under sub-clause 4.3.1 above, the Facility Agent will confirm to the Company by the Specified Time:
		(a)	whether or not the Revolving Lenders have granted their approval; and
		(b)	if approval has been granted, the minimum amount for any subsequent Utilisation in that currency which will be an amount equivalent to US$10,000,000 (rounded to the nearest 1,000,000).
4.5	Maximum number of Loans
	4.5.1	A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation 16 or more Loans would be outstanding unless otherwise agreed by the Company and the Facility Agent.
	4.5.2	Any Loan made by a single Lender under Clause 8.3 (Revocation of Currency) shall not be taken into account in this Clause 4.5.
4.6	Maximum number of currencies
	A Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation Loans denominated in 7 or more currencies would be outstanding unless otherwise agreed by the Company and the Facility Agent.
4.7	Utilisations during the Certain Funds Period
	4.7.1	Subject to Clause 4.1 (Initial conditions precedent) (other than in respect of 3 (g) of Part I of Schedule 2 (Conditions precedent)), during the Certain Funds Period, the Lenders shall be obliged to comply with Clause 5.4 (Lenders' participation) in relation to a Certain Funds Utilisation, unless on the date of the Utilisation Request and on the proposed Utilisation Date:
		(a)	a Major Event of Default is continuing or would result from the proposed Utilisation;
		(b)	a Major Representation is untrue or misleading; and

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	(c)	a change of control (as described in Clause 12.1 (Mandatory Prepayment on Change of Control) has occurred.
4.7.2	During the Certain Funds Period (save in circumstances where, pursuant to sub- clause 4.7.1 above, a Lender is not obliged to comply with Clause 5.4 (Lenders' participation) and subject as provided in Clause 11.1 (Illegality)), none of the Finance Parties shall be entitled to:
	(a)	cancel any of its Commitments to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;
	(b)	rescind, terminate or cancel this Agreement or any of the Facilities or exercise any similar right or remedy or make or enforce any claim under the Finance Documents it may have to the extent to do so would prevent or limit the making of a Certain Funds Utilisation;
	(c)	refuse to participate in the making of a Certain Funds Utilisation;
	(d)	exercise any right of set-off or counterclaim in respect of a Utilisation to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; or
	(e)	cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Finance Document to the extent to do so would prevent or limit the making of a Certain Funds Utilisation,
	provided that, immediately upon the expiry of the Certain Funds Period, all such rights, remedies and entitlements shall be available to the Finance Parties notwithstanding that they may not have been used or been available for use during the Certain Funds Period.

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SECTION 3
UTILISATION

5.	UTILISATION - PROCEDURE
5.1	Delivery of a Utilisation Request
	A Borrower may utilise a Facility (other than for the purpose of drawing Swingline Loans   which may be drawn in accordance with Clause 6.2 (Delivery of a Utilisation Request for Swingline Loans)) by delivery by it (or the Company on behalf of the Borrower) to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.
5.2	Completion of a Utilisation Request
	5.2.1	Each Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1
		(Delivery of a Utilisation Request) is irrevocable and will not be regarded as having been duly completed unless:
		(a) it identifies the Facility to be utilised;
		(b) the proposed Utilisation Date is a Business Day within the Availability Period applicable to that Facility;
		(c) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount); and
		(d) the proposed Interest Period complies with Clause 16 (Interest Periods).
	5.2.2	Only one Loan may be requested in each Utilisation Request delivered to the Facility Agent pursuant to Clause 5.1 (Delivery of a Utilisation Request).
5.3	Currency and amount
	5.3.1	The currency specified in a Utilisation Request delivered to the Facility Agent  pursuant to Clause 5.1 (Delivery of a Utilisation Request) for the purpose of drawing Loans must be the Base Currency or, in the case of the Revolving Facility only, the Base Currency or an Optional Currency.
	5.3.2	The amount of the proposed Loan must be:

(a)	an amount equal to US$10,000,000 for Facility A or, if less, the Available Facility; or
(b)	an amount equal to US$10,000,000 for Facility B or, if less, the Available Facility; or
(c)	for the Revolving Facility:
	(i)	(i) if the currency selected is the Base Currency, a minimum of US$10,000,000 or, if less, the Available Facility; or
	(ii)	(ii) if the currency selected is euro, a minimum of the euro equivalent of US$10,000,000 (rounded to the nearest 1,000,000), or if the currency

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				selected is sterling, a minimum of the sterling equivalent of US$10,000,000 (rounded to the nearest 1,000,000), or if the currency selected is another an Optional Currency other than euro or sterling, the minimum amount specified by the Agent pursuant to sub-clause 4.4.2(b) of Clause 4.4 (Conditions relating to Optional Currencies) or, if less, the Available Facility.
5.4	Lenders' participation
	5.4.1	If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
	5.4.2	Subject to Clause 8.3 (Revocation of Currency), the amount of each Lender's participation in each Loan (not being a Swingline Loan) will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.
	5.4.3	The Facility Agent shall determine the Base Currency Amount of each Revolving Loan which is to be made in an Optional Currency and shall notify each Revolving Lender of the amount, currency and the Base Currency Amount of each Revolving Loan and the amount of its participation in that Revolving Loan, in each case by the Specified Time.
6.	UTILISATION - SWINGLINE LOANS
6.1	General
	6.1.1	In this Clause and Clause 7 (Swingline Loans):
		(a)	"Available Swingline Commitment" of a Swingline Lender means (but without limiting sub-clause 6.4.5 of Clause 6.4 (Swingline Lenders' participation) and Clause 6.5 (Relationship with Revolving Facility)) that Lender's Swingline Commitment minus:
			(i)	the Base Currency Amount of its participation in any outstanding Swingline Loans; and
			(ii)	in relation to any proposed Utilisation under the Swingline Facility, the Base Currency Amount of its participation in any Swingline Loans that are due to be made under the Swingline Facility on or before the proposed Utilisation Date,
			other than that Lender's participation in any Swingline Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.
		(b)	"Available Swingline Facility" means the aggregate for the time being of each Swingline Lender's Available Swingline Commitment.
		(c)	"Euro Swingline Business Day" means any TARGET Day which is also a Business Day.

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(d)	"Euro Swingline Rate" means, in relation to a Euro Swingline Loan, the percentage rate per annum which is the aggregate of:
	(i)	the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Euro Swingline Agent at its request quoted by the Reference Banks to leading banks in the European interbank market as at the time the Euro Swingline Agent notifies the relevant Swingline Lenders of details of the participation of the relevant Swingline Lender in accordance with sub-clause 6.4.4 of Clause 6.4 (Swingline Lenders' participation) on the Utilisation Date for that Euro Swingline Loan for the offering of deposits in euro for a period comparable to the Interest Period for the relevant Euro Swingline Loan and for settlement on that day;
	(ii)	the Margin; and
	(iii)	Mandatory Cost (if any).
	For the purposes of this Clause, the Reference Banks are the principal offices in London of Citibank International plc, Barclays Bank PLC and The Royal Bank of Scotland plc or such other banks as may be appointed by the Euro Swingline Agent in consultation with the Company.
(e)	"Federal Funds Rate" means, in relation to any day, the rate per annum equal to:
	(i)	the weighted average of the rates on overnight Federal funds transactions with members of the US Federal Reserve System arranged by Federal funds brokers, as published for that day (or, if that day is not a New York Business Day, for the immediately preceding New York Business Day) by the Federal Reserve Bank of New York; or
	(ii)	if a rate is not so published for any day which is a New York Business Day, the average of the quotations for that day on such transactions received by the Dollar Swingline Agent from three Federal funds brokers of recognised standing selected by the Dollar Swingline Agent.
(f)	"New York Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.
(g)	"Overall Commitment" of a Lender means:
	(i)	its Revolving Facility Commitment; or
	(ii)	in the case of a Swingline Lender which does not have a Revolving Facility Commitment, the Revolving Facility Commitment of a Lender which is its Affiliate.

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		(h)	"Total Swingline Commitments" means the aggregate of the Swingline Commitments, being US$ 250,000,000 at the date of this Agreement.
			For the avoidance of doubt, the amounts set out in Part IV of Schedule 1 (The Original Parties) aggregate to form the Total Swingline Commitments and the amounts set out in Part V of Schedule 1 (The Original Parties) aggregate to form the Total Swingline Commitments, however amounts under both Part IV and Part V of Schedule 1 (The Original Parties) do not aggregate to form the Total Swingline Commitments.
	6.1.2	Any reference in this Agreement to:
		(a)	an "Interest Period" includes each period determined under this Agreement by reference to which interest on a Swingline Loan is calculated; and
		(b)	a "Lender" includes a Dollar Swingline Lender, and a Euro Swingline Lender unless the context otherwise requires.
	6.1.3
		(a)	Clauses 4.3 (Further conditions precedent) and 4.4 (Conditions relating to optional currencies);
		(b)	Clause 5 (Utilisation - Procedure);
		(c)	Clause 8 (Selection of currencies);
		(d)	Clause 15 (Interest) as it applies to the calculation of interest on a Loan but not default interest on an overdue amount; and
		(e)	Clause 17 (Changes to the calculation of interest),
		do not apply to Swingline Loans.
6.2	Delivery of a Utilisation Request for Swingline Loans
	6.2.1	A Borrower may utilise the Swingline Facility by delivery by it (or the Company on behalf of a Borrower) to the relevant Swingline Agent (copied to the Facility Agent) of a duly completed Utilisation Request in the form of Part II of Schedule 3 (Requests) not later than the Specified Time.
	6.2.2	Each Utilisation Request:
		(a)	for a Dollar Swingline Loan must be sent to the Dollar Swingline Agent to the address in New York notified by the Dollar Swingline Agent for this purpose;
		(b)	for a Euro Swingline Loan must be sent to the Euro Swingline Agent to the address in London notified by the Euro Swingline Agent for this purpose.

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6.3	Completion of a Utilisation Request for Swingline Loans
		6.3.1	Each Utilisation Request for a Swingline Loan is irrevocable and will not be regarded as having been duly completed unless:
			(a)	it identifies the Borrower;
			(b)	it specifies that it is for a Dollar Swingline Loan, or a Euro Swingline Loan;
			(c)	the proposed Utilisation Date is:
				(i)	in relation to a Dollar Swingline Loan, is a New York Business Day; and
				(ii)	in relation to a Euro Swingline Loan, is a Euro Swingline Business Day;
				within the Availability Period applicable to the Revolving Facility;
			(d)	the Swingline Loan is:
				(i)	in relation to a Dollar Swingline Loan denominated in U.S. Dollars; and
				(ii)	in relation to a Euro Swingline Loan denominated in Euros;
			(e)	the amount of the proposed Swingline Loan is an amount whose Base Currency Amount is not more than the Available Swingline Facility and is a minimum of US$10,000,000 or, if less, the Available Swingline Facility; and
			(f)	the proposed Interest Period:
				(i)	does not overrun the Revolving Facility Maturity Date;
				(ii)	is a period of not more than five New York Business Days (in relation to a Dollar Swingline Loan) or five Euro Swingline Business Days (in relation to a Euro Swingline Loan); and
				(iii)	ends on a New York Business Day (in relation to a Dollar Swingline Loan) or a Euro Swingline Business Day (in relation to a Euro Swingline Loan).
		6.3.2	Only one Swingline Loan may be requested in each Utilisation Request.
6.4	Swingline Lenders' participation
		6.4.1	If the conditions set out in this Agreement have been met, each Swingline Lender shall make its participation in each Swingline Loan available through its relevant Facility Office.
		6.4.2	The Swingline Lenders will only be obliged to comply with sub-clause 6.4.1 above if on the date of the Utilisation Request and on the proposed Utilisation Date:
			(a)	no Default is continuing or would result from the proposed Utilisation; and

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(b)   the Repeating Representations to be made by each Obligor are true in all material respects.  

	6.4.3	The amount of each Swingline Lender's participation in each Swingline Loan will be equal to the proportion borne by its Available Swingline Commitment to the Available Swingline Facility immediately prior to making the Swingline Loan, adjusted to take account of any limit applying under Clause 6.5 (Relationship with Revolving Facility).
	6.4.4	The relevant Swingline Agent shall determine the Base Currency Amount of each relevant Swingline Loan and notify each relevant Swingline Lender of the amount of each relevant Swingline Loan and its participation in that relevant Swingline Loan by the Specified Time.
	6.4.5	Utilisation by a Borrower of the Euro Swingline Facility shall reduce the Available Swingline Commitment in respect of the Dollar Swingline Facility rateably by an amount equivalent to the Base Currency Amount of that Utilisation, Utilisation by a Borrower of the Dollar Swingline Facility shall reduce the Available Swingline Commitment in respect of the Euro Swingline Facility rateably by an amount equivalent to the Base Currency Amount of that Utilisation.
6.5	Relationship with Revolving Facility
	6.5.1	This Clause applies when a Swingline Loan is outstanding or is to be borrowed.
	6.5.2	The Revolving Facility may be used by way of Swingline Loans. The Swingline Facility is not independent of the Revolving Facility.
	6.5.3	Notwithstanding any other term of this Agreement a Lender is only obliged to participate in a Revolving Loan or a Swingline Loan to the extent that it would not result in the Base Currency Amount of its participation and that of a Lender which is its Affiliate in the Revolving Loans, the Dollar Swingline Loans, and the Euro Swingline Loans exceeding its Overall Commitment.
	6.5.4	Where, but for the operation of sub-clause 6.5.3 above, the Base Currency Amount of a Lender's participation and that of a Lender which is its Affiliate in the Revolving Loans, the Dollar Swingline Loans, and the Euro Swingline Loans would have exceeded its Overall Commitment, the excess will be apportioned among the other Lenders participating in the relevant Loan pro rata according to their relevant Commitments. This calculation will be applied as often as necessary until the Loan is apportioned among the relevant Lenders in a manner consistent with sub-clause 6.5.3 above.
	6.5.5	The amount of a proposed Dollar Swingline Loan or, as the case may be, the Base Currency Amount of a proposed Euro Swingline Loan must not, when aggregated with the Base Currency Amount of all outstanding Swingline Loans, exceed the Total Swingline Commitments.

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7.	SWINGLINE LOANS
7.1	Swingline
	Subject to the terms of this Agreement, the Swingline Lenders make available to the Borrowers a swingline loan facility comprising:
	7.1.1	a dollar swingline loan facility in an aggregate amount equal to the Total Swingline Commitments; and
	7.1.2	a euro swingline loan facility in an aggregate amount equal to the euro equivalent of the Total Swingline Commitments.
7.2	Purpose
	Each Borrower shall apply all amounts borrowed by it under each of the Dollar Swingline Facility, and the Euro Swingline Facility towards short-term general corporate borrowings. A Swingline Loan may not be applied in repayment or prepayment of another Swingline Loan.
7.3	Repayment
	7.3.1	Each Borrower that has drawn a Swingline Loan shall repay that Swingline Loan on the last day of its Interest Period.
	7.3.2	If a Swingline Loan is not repaid in full on its due date and the repayment of which is not otherwise funded under the Revolving Facility, the relevant Swingline Agent shall (if requested to do so in writing by any affected Swingline Lender) set a date (the "Loss Sharing Date") on which payments shall be made between the Lenders to re-distribute the unpaid amount between them. The relevant Swingline Agent shall give at last 3 Business Days notice to each affected Lender of the Loss Sharing Date and notify it of the amounts to be paid or received by it.
	7.3.3	On the Loss Sharing Date each Lender must pay to the relevant Swingline Agent its proportion of the Unpaid Amount minus its (or its Affiliate's) Unpaid Swingline Participation (if any). If this produces a negative figure for a Lender no amount need be paid by that Lender.
		The "Proportion" of a Lender means the proportion borne by:
		(a)	its Revolving Facility Commitment (or, if the Total Revolving Facility Commitments are then zero, its Revolving Facility Commitment immediately prior to their reduction to zero) minus the Base Currency Amount of its participation (or that of a Lender which is its Affiliate) in any outstanding Revolving Loans (but ignoring its (or its Affiliate's) participation in the unpaid Swingline Loan): to
		(b)	the Total Revolving Facility Commitments (or, if the Total Revolving Facility Commitments are then zero, the Total Revolving Facility Commitments immediately prior to their reduction to zero) minus any outstanding Revolving Loans (but ignoring the unpaid Swingline Loan).

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		The "Unpaid Amount" means, in relation to a Swingline Loan, any principal not repaid and/or any interest accrued but unpaid on that Swingline Loan calculated from the Utilisation Date to the Loss Sharing Date.
		The "Unpaid Swingline Participation" of a Lender means that part of the Unpaid Amount (if any) owed to that Lender (or its Affiliate) (before any redistribution under this Clause 7.3 (Repayment)).
	7.3.4	Out of the funds received by the relevant Swingline Agent pursuant to sub-clause 7.3.3 the relevant Swingline Agent shall pay to each Swingline Lender an amount equal to the Shortfall (if any) of that Swingline Lender where:
		The "Shortfall" of a Swingline Lender is an amount equal to its Unpaid Swingline Participation minus its (or its Affiliate's) Proportion of the Unpaid Amount.
	7.3.5	If the amount actually received by the relevant Swingline Agent from the Lenders is insufficient to pay the full amount of the Shortfall of all Dollar Swingline Lenders or, as the case may be, all Euro Swingline Lenders then the amount actually received will be distributed amongst the Dollar Swingline Lenders or, as the case may be, all Euro Swingline Lenders pro rata to the Shortfall of each Dollar Swingline Lender or, as the case may be, Euro Swingline Lender.
	7.3.6
		(a)	On a payment under this paragraph, the paying Lender will be subrogated to the rights of the Swingline Lenders which have shared in the payment received.
		(b)	If and to the extent a paying Lender is not able to rely on its rights under sub- paragraph (a) above, the relevant Borrower shall be liable to the paying Lender for a debt equal to the amount the paying Lender has paid under this paragraph.
		(c)	Any payment under this paragraph does not reduce the obligations in aggregate of any Obligor.
7.4	Voluntary Prepayment of Swingline Loans
	7.4.1	The Borrower to which a Swingline Loan has been made may prepay at any time the whole of that Swingline Loan.
	7.4.2	Unless a contrary indication appears in this Agreement, any part of the Swingline Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.
7.5	Interest
	7.5.1	The rate of interest on each Dollar Swingline Loan for any day during its Interest Period is the higher of:
		(a)	the prime commercial lending rate in U.S. Dollars announced by the Dollar Swingline Agent at the Specified Time and in force on that day; and

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		(b)	0.5 per cent. per annum over the rate per annum determined by the Dollar Swingline Agent to be the Federal Funds Rate (as published by the Federal Reserve Bank of New York) for that day.
	7.5.2	The rate of interest on each Euro Swingline Loan for its Interest Period is the Euro Swingline Rate.
	7.5.3	The Dollar Swingline Agent, or as the case may be the Euro Swingline Agent, shall promptly notify the Dollar Swingline Lenders or, as the case may be, the Euro Swingline Lenders and the relevant Borrower of the determination of the rate of interest under sub-clauses 7.5.1 or 7.5.2 above.
	7.5.4	If any day during an Interest Period for a Dollar Swingline Advance is not a New York Business Day, the rate of interest on such Dollar Swingline Loan on that day will be the rate applicable to the immediately preceding New York Business Day.
	7.5.5	Each Borrower shall pay accrued interest on each Swingline Loan made to it on the last day of its Interest Period.
7.6	Interest Period
	7.6.1	Each Swingline Loan has one Interest Period only.
	7.6.2	The Interest Period for a Swingline Loan must be selected in the relevant Utilisation Request.
7.7	Dollar Swingline Agent, Euro Swingline Agent
	7.7.1	Each Swingline Agent may perform its duties in respect of the Dollar Swingline Facility, or the Euro Swingline Facility as the case may be, through an Affiliate or Affiliates acting as its agent.
	7.7.2	Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the Finance Documents, each Euro Swingline Lender shall (in proportion to its share of the Total Swingline Commitments or, if the Total Swingline Commitments are then zero, to its share of the Total Swingline Commitments immediately prior to their reduction to zero) pay to or indemnify the Euro Swingline Agent, within three Business Days of demand, for or against any cost, loss or liability incurred by the Euro Swingline Agent or any Affiliate of the Euro Swingline Agent (other than by reason of the Euro Swingline Agent's or such Affiliate's gross negligence or wilful misconduct) in acting as the Euro Swingline Agent (unless the Euro Swingline Agent or such Affiliate has been reimbursed by an Obligor pursuant to this Agreement).
	7.7.3	Notwithstanding any other term of this Agreement and without limiting the liability of any Obligor under the Finance Documents, each Dollar Swingline Lender shall (in proportion to its share of the Total Swingline Commitments or, if the Total Swingline Commitments are then zero, to its share of the Total Swingline Commitments immediately prior to their reduction to zero) pay to or indemnify the Dollar Swingline Agent, within three Business Days of demand, for or against any

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		cost, loss or liability incurred by the Dollar Swingline Agent or any Affiliate of the Dollar Swingline Agent (other than by reason of the Dollar Swingline Agent's or such Affiliate's gross negligence or wilful misconduct) in acting as the Dollar Swingline Agent (unless the Dollar Swingline Agent or such Affiliate has been reimbursed by an Obligor pursuant to this Agreement).
7.8	Conditions of assignment or transfer
	Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Overall Commitment is not less than:
	7.8.1	its Swingline Commitment; or
	7.8.2	if it does not have a Swingline Commitment, the Swingline Commitment of a Lender which is its Affiliate.
8.	SELECTION OF CURRENCIES
8.1	Availability of Optional Currencies
	A Borrower may request that a Revolving Loan be denominated in an Optional Currency in accordance with the provisions of Clause 4.4 (Conditions relating to Optional Currencies).
8.2	Selection
	8.2.1	A Borrower (or the Company on behalf of a Borrower) may select the currency of a Revolving Loan for an Interest Period in the relevant Utilisation Request.
	8.2.2	The Facility Agent shall notify each Revolving Lender of the proposed currency or currencies of each Revolving Loan promptly after it is ascertained.
8.3	Revocation of currency
	Notwithstanding Clause 8.1 (Availability of Optional Currencies) and without prejudice to Clause 17.2 (Market disruption) or Clause 11.1 (Illegality), if before the Specified Time on any Quotation Day, the Facility Agent receives notice from a Revolving Lender that:
	8.3.1	the Optional Currency (other than sterling or euro) requested is not readily available to it in the amount required; or
	8.3.2	compliance with its obligation to participate in the Revolving Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,
	the Facility Agent shall give notice to the relevant Borrower and to the Revolving Lenders to that effect before the Specified Time on that day. In this event, any Revolving Lender that gives notice pursuant to this Clause 8.3 (Revocation of currency) will be required to participate in the Revolving Loan in the Base Currency (in an amount equal to that Revolving Lender's proportion of the Base Currency Amount of the Loan that is due to be made) and its participation will be treated as a separate Revolving Loan denominated in the Base Currency during that Interest Period.

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9.	AMOUNT OF OPTIONAL CURRENCIES
9.1	Drawdowns
	If a Revolving Loan is to be drawn down in an Optional Currency, the amount of each Revolving Lender's participation in that Revolving Loan will be determined by converting into that currency the Revolving Lender's participation in the Base Currency Amount of that Revolving Loan.
9.2	Notification
	The Facility Agent shall notify the Revolving Lenders and the Company of Optional Currency amounts (and the applicable Facility Agent's Spot Rate of Exchange) promptly after they are ascertained.

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SECTION 4
REPAYMENT, PREPAYMENT, CANCELLATION AND EXTENSION

10.	REPAYMENT
10.1	Repayment of Term Loans
	10.1.1	The Borrowers under Facility A shall repay the aggregate Facility A Loans in instalments by repaying on each Facility A Repayment Date the amount set out opposite that Facility A Repayment Date below:

Facility A Repayment Date (Months after date	Repayment Instalment
of this Agreement)
12 months	US$150,000,000
24months	US$150,000,000
36 months	US$200,000,000
48 months	US$200,000,000
Facility A Maturity Date	Balance of Facility A Loan

	10.1.2	The Borrowers under Facility B shall repay the aggregate Facility B Loan in full on the Facility B Maturity Date.
10.2	Effect of cancellation and prepayment on scheduled repayments and reductions
	10.2.1	If any of the Facility A Loans are prepaid in accordance with Clause 11.3 (Voluntary Prepayment of Loans) and the aggregate amount of the Facility A Loans made to the Borrower exceeds the amount of the prepayments, the Company may, if it gives the Agent not less than five Business Days' notice (or such shorter period as the Majority Lenders may agree) select which of those outstanding Facility A Loans and Repayment Instalments will be wholly or partially prepaid. If the Company fails to deliver such notice the Agent shall select the Facility A Loans and Repayment Instalments to be wholly or partially prepaid.
	10.2.2	If any of the Facility A Loans are prepaid in accordance with Clause 12.2 (Mandatory prepayment and cancellation out of certain proceeds) then the amount of the Repayment Instalment for each Facility A Repayment Date will reduce in inverse chronological order by the amount of the Facility A Loan repaid.
10.3	Repayment of Revolving Loans
	Each Borrower which has drawn a Revolving Loan shall repay that Revolving Loan on the last day of its Interest Period.
11.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION
11.1	Illegality
	If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any

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	Loan, that Lender shall promptly notify the Facility Agent upon becoming aware of that event and shall also notify the Facility Agent that it requires either or both of the following:
	11.1.1	upon the Facility Agent notifying the Company, the Commitment of that Lender will be immediately cancelled; and/or
	11.1.2	each Borrower shall repay that Lender's participation in the Loans made to that Borrower on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Company or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law).
11.2	Voluntary cancellation
	The Company may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000) of an Available Facility. Any cancellation under this Clause 11.2 shall reduce the Commitments of the Lenders rateably under the relevant Facility. If, as a result of any cancellation of the Available Revolving Facility in relation to the Revolving Facility, the Total Commitments in relation to the Revolving Facility would be less than the Total Swingline Commitments then the amount of the Total Swingline Commitments shall reduce so that they equal the Total Revolving Facility Commitments. Any such cancellation of the Total Swingline Commitments shall reduce the Swingline Commitments of the Lenders rateably.
11.3	Voluntary Prepayment of Loans
	The Borrower to which a Loan has been made may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the Base Currency Amount of the Loan by a minimum amount of US$10,000,000).
11.4	Right of repayment and cancellation in relation to a single Lender
	11.4.1	If:
		(a)	any sum payable to any Lender by an Obligor is required to be increased under sub-clause 19.2.4 of Clause 19.2 (Tax gross-up); or
		(b)	the Company receives a demand from the Facility Agent under Clause 19.3 (Tax indemnity) or Clause 20.1 (Increased costs),
		the Company may, while the circumstance under paragraph (a) above or the circumstance giving rise to the notice under paragraph (b) above continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loans.
	11.4.2	On receipt of a notice from the Company referred to in sub-clause 11.4.1 above the Commitment of that Lender shall immediately be reduced to zero.
	11.4.3	On the last day of each Interest Period which ends after the Company has given notice under sub-clause 11.4.1 above (or, if earlier, the date specified by the

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		Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender's participation in that Loan.
12.	MANDATORY PREPAYMENT
12.1	Mandatory Prepayment on Change of control
	12.1.1	If any person or group of persons acting in concert gains control of the Company:
		(a)	the Company shall promptly notify the Facility Agent upon becoming aware of that event;
		(b)	a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and
		(c)	if a Lender so requires, the Facility Agent shall, by not less than 30 days notice to the Company, cancel that Lender's Available Commitments and declare all outstanding Loans due to such Lender, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon that Lender's Available Commitment will be cancelled and all such outstanding amounts will become immediately due and payable.
	12.1.2	For the purpose of sub-clause 12.1.1 above "control" means:
		(a)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, more than one-half of the maximum number of votes that may be cast at a general meeting of the Company; or
		(b)	the holding of more than one-half of the issued share capital of the Company (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital).
	12.1.3	For the purpose of sub clause 12.1.1 above "acting in concert" means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition by any of them, either directly or indirectly, of shares in the Company, to obtain or consolidate control of the Company.
12.2	Mandatory prepayment and cancellation out of certain proceeds
	12.2.1	The Company shall ensure that:
		(a)	all Disposal Proceeds and all Acquisition Proceeds are applied in prepayment and cancellation of the Facilities in accordance with sub-clause 12.2.2 below; and
		(b)	until such time as the Total Revolving Facility Commitments have been reduced to US$500,000,000 and all amounts outstanding under or in respect of

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			Facility A and Facility B have been repaid in full, and to the extent necessary to reduce the Total Revolving Facility Commitments to US$500,000,000, all Debt Proceeds are applied in prepayment and cancellation of the Facilities in accordance with sub-clause 12.2.2 below.
	12.2.2	Any amount to be applied in prepayment and cancellation of the Facilities in accordance with sub-clause 12.2.1 above shall be applied in the following order:
		(a)	firstly, in cancellation of the Available Commitments under the Term Loans (first in cancellation of any Available Commitments under Facility B and then in cancellation of any Available Commitments under Facility A);
		(b)	secondly, in prepayment of the Term Loans as contemplated in sub-clause 12.2.3 below;
		(c)	thirdly, in cancellation of Available Commitments under the Revolving Facility (and the Available Commitments of the Revolving Lenders under the Revolving Facility shall be cancelled rateably); and
		(d)	fourthly, in prepayment of Revolving Loans and Revolving Facility Commitments.
	12.2.3	A prepayment under sub-clause 12.2.1 shall prepay the Term Loans as follows:
		(a)	in prepayment of the Facility B Loans, and, when all amounts outstanding under Facility B have been prepaid, in prepayment of the Facility A Loans; and
		(b)	in relation to prepayment of Facility A Loans, reducing the Repayment Instalment for each Facility A Repayment Date falling after the date of the prepayment in inverse chronological order.
	12.2.4	If a date for prepayment of a Loan falls otherwise than on the last day of an Interest Period, such prepayment may be made on the last day of that Loan's then current Interest Period.
	12.2.5	If, as a result of any cancellation of Available Commitments or Commitments in accordance with sub-clause 12.2.2 above the Total Commitments in relation to Facility A would be less than the Total Swingline Commitments then the amount of the Total Swingline Commitments shall reduce so that they equal the Total Commitments in relation to Facility A.
	12.2.6	Any cancellation of the Total Commitments in relation to any Facility shall reduce the relevant Commitments of the Lenders participating in such Facility rateably.
13.	RESTRICTIONS
13.1	Notices of Cancellation and Prepayment
	Any notice of cancellation or prepayment given by any Party under this Clause 13 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the

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	date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
13.2	Interest and other amounts
	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
13.3	No reborrowing of Term Loan
	No Borrower may reborrow any part of a Term Loan which is prepaid.
13.4	Reborrowing of Revolving Facility
	Unless a contrary indication appears in this Agreement, any part of a Revolving Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.
13.5	Prepayment in accordance with Agreement
	The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
13.6	No reinstatement of Commitments
	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
13.7	Facility Agent's receipt of Notices
	If the Facility Agent receives a notice under this Clause 13 it shall promptly forward a copy of that notice to either the Company or the affected Lender, as appropriate.
14.	EXTENSION OF FACILITY B
14.1	Extension Notice
	The Company shall be entitled to extend Facility B, for an additional period of 364 days. This right may be exercised by giving notice to the Facility Agent (the "Extension Notice") not more than 60 nor less than 30 days before the Facility B Maturity Date (in this Clause 14, the "Original Facility B Maturity Date"). Such notice shall be made in writing, be unconditional and binding on the Borrower.
14.2	Notification of Extension Notice
	The Facility Agent shall forward a copy of the Extension Notice to the relevant Lenders as soon as practicable after receipt of it.
14.3	Extension Date
	Following delivery of an Extension Notice pursuant to Clause 14.1 above, the Original Facility B Maturity Date shall be extended to the day which is 364 days from (and including) the Original Facility B Maturity Date and the Facility B Maturity Date shall be modified accordingly.
14.4	Extension options
	A Company may not extend the Facility B Maturity Date in accordance with this Agreement more than once.

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SECTION 5
COSTS OF UTILISATION

15.	INTEREST
15.1	Calculation of interest
	The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
	15.1.1	Margin;
	15.1.2	LIBOR; and
	15.1.3	Mandatory Cost, if any.
15.2	Payment of interest
	The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six Monthly intervals after the first day of the Interest Period).
15.3	Default interest
	15.3.1	If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to sub-clause 15.3.2 below, is one per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). Any interest accruing under this Clause 15.3 shall be immediately payable by the Obligor on demand by the Facility Agent.
	15.3.2	If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:
		(a)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
		(b)	the rate of interest applying to the overdue amount during that first Interest Period shall be one per cent. higher than the rate which would have applied if the overdue amount had not become due.
	15.3.3	Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.
15.4	Notification of rates of interest
	The Facility Agent shall promptly notify the Lenders and the Company of the determination of a rate of interest under this Agreement.

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16.	INTEREST PERIODS
16.1	Selection of Interest Periods
	16.1.1	A Borrower (or the Company on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.
	16.1.2	Subject to this Clause 16, a Borrower (or the Company) may select an Interest Period of one week, one, two, three or six Months or any other period agreed between the Company and the Facility Agent (acting on the instructions of all the Lenders), provided that the Borrowers (or the Company) may select a maximum of 5 one week interest periods in aggregate per year.
	16.1.3	Prior to the Syndication Date, Interest Periods shall be one Month or such shorter period as agreed between the Company and the Facility Agent (acting on the instructions of the Lenders).
	16.1.4	An Interest Period for a Loan shall not extend beyond the Maturity Date applicable to its Facility.
16.2	Overrunning of a Maturity Date
	If an Interest Period in respect of a Loan borrowed would otherwise overrun a Maturity Date or a Facility A Repayment Date applicable to that Loan, it shall be shortened so that it ends on the Maturity Date or the Facility A Repayment Date (as applicable).
16.3	Other adjustments
	16.3.1	If an Interest Period is not a period of a number of Months and it would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) of the preceding Business Day (if there is not).
	16.3.2	The Facility Agent (after prior consultation with the Lenders) and the Company may enter into such other arrangements as they may agree for the adjustment of Interest Periods.
16.4	Notification
	The Facility Agent shall notify the relevant Borrower and the Lenders of the duration of each Interest Period promptly after ascertaining its duration.
17.	CHANGES TO THE CALCULATION OF INTEREST
17.1	Absence of quotations
	Subject to Clause 17.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.
17.2	Market disruption
	17.2.1	If a Market Disruption Event occurs in relation to a Loan (not being a Swingline Loan) for any Interest Period, then the rate of interest on each Lender's share of that Loan for the Interest Period shall be the rate per annum which is the sum of:

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		(a)	the Margin;
		(b)	the rate notified to the Facility Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and
		(c)	the Mandatory Cost, if any, applicable to that Lender's participation in the Loan.
	17.2.2	In this Agreement "Market Disruption Event" means:
		(a)	at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine LIBOR for the relevant currency and Interest Period; or
		(b)	before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 50 per cent. of that Loan) that the cost to it of obtaining matching deposits in the Relevant Interbank Market would be in excess of LIBOR.
17.3	Alternative basis of interest or funding
	17.3.1	If a Market Disruption Event occurs and the Facility Agent or the Company so requires, the Facility Agent and the Company shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
	17.3.2	Any alternative basis agreed pursuant to sub-clause 17.3.1 above shall, with the prior consent of all the Lenders and the Company, be binding on all Parties.
17.4	Break Costs
	17.4.1	Each Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.
	17.4.2	Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in which they accrue.
18.	FEES
18.1	Commitment fee
	18.1.1	The Company shall pay to the Facility Agent (for the account of each Lender) a fee in the Base Currency computed at the rate of:

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	(a)	35 per cent. per annum of the applicable Margin on that Lender's Available Commitment under the Revolving Facility for the Availability Period applicable to the Revolving Facility; and
	(b)	20 per cent. per annum of the applicable Margin on that Lender's Available Commitment under the Term Facilities for the Availability Period applicable to each Term Facility.
18.1.2	The accrued commitment fee is payable quarterly in arrear on the last day of each successive period of three Months, which ends during the relevant Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

18.2	Front end fee
	The Company shall pay to the Arrangers a front end fee in the amount and at the times agreed in a Fee Letter.
18.3	Agency fee
	The Company shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.
18.4	Extension Fee
	The Company shall pay to the Facility Agent (for the account of each Lender) an extension fee of 0.10 per cent. of the amount of Facility B which is extended in accordance with Clause 14 (Extension of Facility B) following the delivery of an Extension Notice. Such fee shall be paid on the date that Facility B is extended.

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SECTION 6
ADDITIONAL PAYMENT OBLIGATIONS

19.	TAX GROSS UP AND INDEMNITIES
19.1	Definitions
	19.1.1	In this Agreement:
		"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
		"Qualifying Lender" means:
		(a)	with respect to a payment made by an Obligor incorporated in the United Kingdom,
			(i)	a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under a Finance Document and is a Lender:
				(1)	which is a bank (as defined for the purpose of section 349 of the Taxes Act) making an advance under a Finance Document; or
				(2)	in respect of an advance made under a Finance Document by a person that was a bank (as defined for the purpose of section 349 of the Taxes Act) at the time that that advance was made,
			and which is within the charge to United Kingdom corporation tax as respects any payments of interest made in respect of that advance; or
			(ii)	a Treaty Lender with respect to the United Kingdom; or

(b)	with respect to a payment made by a U.S. Obligor, a Lender which is:
	(i)	a "United States person" within the meaning of Section 7701(a)(30) of the Code, provided such Lender has timely delivered to the Facility Agent for transmission to the Obligor making such payment two original copies of IRS Form W-9 (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its status as "United States person"; or
	(ii)	a Treaty Lender with respect to the United States of America, provided such Lender has timely delivered to the Facility Agent for transmission to the Obligor making such payment two original copies of IRS Form W-8BEN (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying its entitlement to receive such payments without any such deduction or withholdings under a double taxation treaty; or

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	(iii)	entitled to receive payments under the Finance Documents without deduction or withholding of any United States federal Tax either as a result of such payments being effectively connected with the conduct by such Lender of a trade or business within the United States or under the portfolio interest exemption, provided such Lender has timely delivered to the Facility Agent for transmission to the Obligor making such payment two original copies of either (1) IRS Form W-8ECI (or any successor form) either directly or under cover of IRS Form W-8IMY (or any successor form) certifying that the payments made pursuant to the Finance Documents are effectively connected with the conduct by that Lender of a trade or business within the United States or (2) IRS Form W-8BEN (or any successor form) either directly or under cover of IRS  Form W-8IMY (or any successor form) claiming exemption from withholding in respect of payments made pursuant to the Finance Documents under the portfolio interest exemption and a statement certifying that such Lender is not a person described in Section 871(h)(3)(B) or Section 881(c)(3) of the Code or (3) such other applicable form prescribed by the IRS certifying as to such Lender's entitlement to exemption from United States withholding tax with respect to all payments to be made to such Lender under the Finance Documents.
	For the purposes of this paragraph (b) above, in the case of a Lender that is not treated as the beneficial owner of the payment (or a portion thereof) under Chapter 3 and related provisions (including Sections 871, 881, 3406, 6401, 6405 and 6409) of the Code, the term "Lender" shall mean the person who is so treated as the beneficial owner of the payment (or portion thereof).
"Tax Credit" means a credit against, relief or remission from, or repayment of any Tax. "Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document. "Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 19.2 (Tax gross-up) or a payment under Clause 19.3 (Tax indemnity). "Treaty Lender" with respect to a jurisdiction means a Lender which is, on the date any relevant payment falls due, entitled under the provisions of a double taxation treaty (a "Treaty") in force on that date to receive payments of interest from a person resident in such jurisdiction without a Tax Deduction (subject to the completion of any necessary procedural formalities, such as application by a Lender to HM Revenue & Customs that payments may be made to that Lender without a Tax Deduction).

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	19.1.2	Unless a contrary indication appears, in this Clause 19 a reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
19.2	Tax gross-up
	19.2.1	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
	19.2.2	The Company shall promptly upon becoming aware that an Obligor is required by law to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly.
	19.2.3	Each Lender as at the date of this Agreement confirms that it is a Qualifying Lender. This confirmation is given as at the date of this Agreement. A Lender which becomes party to this Agreement by means of a Transfer Certificate shall confirm therein whether it is or is not a Qualifying Lender. Each Lender which confirmed that it was a Qualifying Lender undertakes to notify the Facility Agent and the Company promptly upon becoming aware of it ceasing to be a Qualifying Lender (other than as a result of any change after it became a Lender under this Agreement, in (or in the interpretation, administration or application of) any law or Treaty, or any published practice or concession of any relevant Tax authority). If the Facility Agent receives such notification from a Lender it shall notify the Company and the relevant Obligor.
	19.2.4	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
	19.2.5	An Obligor is not required to make an increased payment to a Lender under sub- clause 19.2.4 above for a Tax Deduction in respect of Tax imposed by the United Kingdom or the United States from a payment of interest on a Loan, if on the date on which the payment falls due:
		(a)	the payment could have been made to the relevant Lender without a Tax Deduction if it was a Qualifying Lender (other than a Treaty Lender), but on that date that Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law or Treaty, or any published practice or concession of any relevant Tax authority; or
		(b)	the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations, if any, under sub-clause 19.2.8 below.

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	19.2.6	If an Obligor is required by law to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
	19.2.7	Within thirty days of making either a Tax Deduction or any payment to the relevant Tax authority required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant authority.
	19.2.8	A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall co-operate in completing as soon as reasonably practicable any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.
19.3	Tax indemnity
	19.3.1	The Company shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document or the transactions occurring under such Finance Document.
	19.3.2	Sub-clause 19.3.1 above shall not apply:
		(a)	with respect to any Tax assessed on a Finance Party:
			(i)	under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for Tax purposes; or
			(ii)	under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,
			if in either such case that Tax is imposed on or calculated by reference to the net income, profit or gains received or receivable (but not any sum deemed to be received or receivable) by that Finance Party or Facility Office; or
		(b)	to the extent a loss, liability or cost:
			(i)	is compensated for by an increased payment under Clause 19.2 (Tax gross-up);
			(ii)	would have been compensated for by an increased payment under Clause 19.2 (Tax gross-up) but was not so compensated for solely because either or both of the exclusions in sub-clause 19.2.5 of Clause 19.2 (Tax gross- up) applied; or

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			(iii)	relates to any Tax assessed prior to the date which is 365 days prior to the date on which the Protected Party requests such payment from the Company, unless a determination of the amount claimed could only be made only on or after the earlier of those dates.
	19.3.3	A Protected Party making, or intending to make, a claim under sub-clause 19.3.1 above shall promptly notify the Facility Agent of the loss, liability or cost which will give, or has given, rise to the claim, following which the Facility Agent shall reasonably promptly notify the Company.
	19.3.4	A Protected Party shall, on receiving a payment from an Obligor under this Clause 19.3, notify the Facility Agent.
19.4	Tax Credit
	If an Obligor makes a Tax Payment and the relevant Finance Party determines that:
	19.4.1	a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and
	19.4.2	that Finance Party has obtained, utilised and retained that Tax Credit in whole or in part,
	the Finance Party shall pay an amount to the Obligor which that Finance Party determines (acting reasonably) will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.
19.5	Stamp taxes
	The Company shall pay and, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to, all stamp duty, registration, excise and other similar Taxes payable in respect of any Finance Document or the transaction occurring under any of them other than in respect of an assignment or transfer by a Lender.
19.6	VAT
	19.6.1	All consideration expressed to be payable under a Finance Document by any Party to a Finance Party shall be deemed to be exclusive of any amounts in respect of VAT. If VAT is chargeable on any supply made by any Finance Party to any Party in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying the consideration) an amount equal to the amount of the VAT against delivery of an appropriate VAT invoice.
	19.6.2	If VAT is chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under a Finance Document, and any Party (the "Relevant Party") is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will

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		promptly pay to the Relevant Party an amount equal to any credit or repayment from the relevant Tax authority which it reasonably determines relates to the VAT chargeable on that supply.
	19.6.3	Where a Finance Document requires any Party to reimburse a Finance Party for any costs or expenses, that obligation shall be deemed to extend to all amounts in respect of VAT incurred by the Finance Party in respect of the costs or expenses to the extent that the Finance Party reasonably determines that neither the Finance Party nor any other member of any group of which it is a member for VAT purposes is entitled to credit or repayment of the amount in respect of the VAT.
19.7	Survival of obligations
	Without prejudice to the survival of any other section of this Agreement, the agreements and obligations of each Obligor and each Finance Party contained in this Clause 19 shall survive the payment in full by the Obligors of all obligations under this Agreement and the termination of this Agreement.
20.	INCREASED COSTS
20.1	Increased costs
	20.1.1	Subject to Clause 20.3 (Exceptions) the Company shall, within five Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the judicial or generally accepted interpretation or the administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement.
	20.1.2	In this Agreement "Increased Costs" means:
		(a)	a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;
		(b)	an additional or increased cost; or
		(c)	a reduction of any amount due and payable under any Finance Document,
		which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.
20.2	Increased cost claims
	20.2.1	A Finance Party intending to make a claim pursuant to Clause 20.1 (Increased costs) shall notify the Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Company.
	20.2.2	Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs.

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20.3	Exceptions
	20.3.1	Clause 20.1 (Increased costs) does not apply to the extent any Increased Cost is:
		(a)	attributable to a Tax Deduction required by law to be made by an Obligor;
		(b)	compensated for by Clause 19.3 (Tax indemnity), Clause 19.5 (Stamp taxes) or Clause 19.6 (VAT) (or would have been compensated for under those clauses but was not so compensated for because any of the exclusions, exceptions or carve-outs to such clauses applied);
		(c)	incurred prior to the date which is 365 days prior to the date on which the Finance Party makes a claim in accordance with Clause 20.2 (Increased cost claims), unless a determination of the amount incurred could only be made on or after the earlier of those dates;
		(d)	compensated for by the payment of the Mandatory Cost;
		(e)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or
		(f)	attributable to the application of or compliance with the International Convergence of Capital Measurement Standards published by the Basel Committee on Banking Supervision in June 2004 ("Basel II"), or any implementation or transposition thereof, as such implementation or transposition is generally envisaged to take place as at the date of this Agreement, whether by an EC Directive or the FSA Integrated Prudential Sourcebook or other law or regulation, including (without limitation) any Increased Cost attributable to Pillar 2 (The Supervisory Review Process) of Basel II. In the event that the implementation or transposition of Basel II substantially changes from the implementation and transposition as it is envisaged to take place as at the date of this Agreement, the Parties undertake to negotiate in good faith any changes to this Clause 20 (Increased Costs) which may be necessary to reflect any Increased Costs incurred by any Finance Parties or any of its Affiliates as a result of those changes.
	20.3.2	In this Clause 20.3, a reference to a "Tax Deduction" has the same meaning given to the term in Clause 19.1 (Definitions).
21.	OTHER INDEMNITIES
21.1	Currency indemnity
	21.1.1	If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:
		(a)	making or filing a claim or proof against that Obligor;

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	(b)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
	that Obligor shall as an independent obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.
21.1.2	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

21.2	Other indemnities
	The Company shall (or shall procure that an Obligor will), within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:
	21.2.1	the occurrence of any Event of Default;
	21.2.2	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);
	21.2.3	funding, or making arrangements to fund, its participation in a Loan requested by a Borrower (or the Company on behalf of a Borrower) in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or
	21.2.4	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Company.
21.3	Indemnity to the Facility Agent
	The Company shall within five days of demand indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:
	21.3.1	investigating any event which it reasonably believes is a Default; or
	21.3.2	entering into or performing any foreign exchange contract for the purposes of Clause 8.3 (Revocation of Currency); or
	21.3.3	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

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22.	MITIGATION BY THE LENDERS
22.1	Mitigation
	22.1.1	Each Finance Party shall, in consultation with the Company, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 (Illegality), Clause 19 (Tax gross-up and indemnities) or Clause 20 (Increased costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.
	22.1.2	Sub-clause 22.1.1 above does not in any way limit the obligations of any Obligor under the Finance Documents.
	22.1.3	Each Finance Party shall notify the Facility Agent as soon as reasonably practicable after it becomes aware that any circumstances of the kind described in sub-clause 22.1.1 above have arisen or may arise. The Facility Agent shall notify the Company promptly of any such notification from a Finance Party.
22.2	Limitation of liability
	22.2.1	The Company shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 22.1 (Mitigation).
	22.2.2	A Finance Party is not obliged to take any steps under Clause 22.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.
23.	COSTS AND EXPENSES
23.1	Transaction expenses
	The Company shall promptly on demand pay each Agent and the Arranger reasonable professional fees and all out of pocket expenses (including legal fees subject to any cap referred to in a Fee Letter) properly incurred by any of them in connection with the negotiation, preparation, printing and execution of:
	23.1.1	this Agreement and any other documents referred to in this Agreement; and
	23.1.2	any other Finance Documents executed after the date of this Agreement.
23.2	Amendment costs
	If (a) an Obligor requests an amendment, waiver or consent or (b) an amendment is required pursuant to Clause 35.9 (Change of currency), the Company shall, within five Business Days of demand, reimburse each Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by that Agent in responding to, evaluating, negotiating or complying with that request or requirement.
23.3	Enforcement costs
	The Company shall, within five Business Days of demand, pay to each Finance Party the amount of all:

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23.3.1	reasonable costs and expenses (including legal fees) incurred by that Finance Party in connection with the preservation; and
23.3.2	costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement,
of any rights under, any Finance Document.

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SECTION 7
GUARANTEE

24.	GUARANTEE AND INDEMNITY
24.1	Guarantee and indemnity
	Each Guarantor irrevocably and unconditionally jointly and severally:
	24.1.1	guarantees to each Finance Party punctual performance by each Borrower of all that Borrower's obligations under the Finance Documents;
	24.1.2	undertakes with each Finance Party that whenever a Borrower does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and
	24.1.3	indemnifies each Finance Party immediately on demand against any cost, loss or liability suffered by that Finance Party if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal. The amount of the cost, loss or liability shall be equal to the amount which that Finance Party would otherwise have been entitled to recover.
24.2	Continuing guarantee
	This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
24.3	Reinstatement
	If any payment by an Obligor or any discharge given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:
	24.3.1	the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and
	24.3.2	each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.
24.4	Waiver of defences
	The obligations of each Guarantor under this Clause 24 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 24 (without limitation and whether or not known to it or any Finance Party) including:
	24.4.1	any time, waiver or consent granted to, or composition with, any Obligor or other person;

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	24.4.2	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
	24.4.3	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
	24.4.4	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;
	24.4.5	any amendment (however fundamental) or replacement of a Finance Document or any other document or security;
	24.4.6	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
	24.4.7	any insolvency or similar proceedings.
24.5	Immediate recourse
	Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 24. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
24.6	Appropriations
	Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
	24.6.1	refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and
	24.6.2	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 24.
24.7	Deferral of Guarantors' rights
	Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:
	24.7.1	to be indemnified by an Obligor;

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	24.7.2	to claim any contribution from any other guarantor of any Obligor's obligations under the Finance Documents; and/or
	24.7.3	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party.
24.8	Release of Guarantor's right of contribution
	If any Guarantor (a "Retiring Guarantor") ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:
	24.8.1	that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and
	24.8.2	each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.
24.9	Additional security
	This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
24.10	Limitation on U.S. Guarantors
	Any term or provision of this Clause 24 or any other term in this Agreement or any Finance Document notwithstanding, the maximum aggregate amount of the obligations for which any U.S. Guarantor shall be liable under this Agreement shall in no event exceed an amount equal to the largest amount that would not render such U.S. Guarantor's obligations under this Agreement subject to avoidance under applicable United States federal or state fraudulent conveyance laws.

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SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

25.	REPRESENTATIONS
25.1	Time of Representations
	25.1.1	Subject to sub-clause 25.1.2, each Obligor makes the representations and warranties set out in this Clause 25 to each Finance Party on the date of this Agreement.
	25.1.2	The representation given at Clause 25.11.3 of Clause 25.11 (No misleading information) below is made on the Information Memorandum Date and on the Syndication Date only, provided that, in relation to the representation to be given on the Syndication Date, such representation shall be qualified by any matters disclosed by the Company in writing to the Facility Agent in the period from the day after the Information Memorandum Date to the day before the Syndication Date.
25.2	Status
	25.2.1	It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation.
	25.2.2	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
25.3	Binding obligations
	The obligations expressed to be assumed by it in each Finance Document are, subject to laws or legal procedures affecting the enforceability of creditors' rights generally and any other reservations set out in the legal opinions listed in Schedule 2 (Conditions precedent), legal, valid, binding and enforceable obligations.
25.4	Non-conflict with other obligations
	The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:
	25.4.1	any law or regulation applicable to it;
	25.4.2	its or any of its Subsidiaries' constitutional documents; or
	25.4.3	any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets which conflict would reasonably be likely to have a Material Adverse Effect.
25.5	Power and authority
	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated for it by those Finance Documents.
25.6	Validity and admissibility in evidence
	All Authorisations required:

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	25.6.1	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party; and
	25.6.2	to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation,
	(other than as disclosed in a legal opinion delivered to the Facility Agent pursuant to Part I of Schedule 2 (Conditions precedent)) have been obtained or effected and are in full force and effect.
25.7	Governing law and enforcement
	25.7.1	The choice of English law as the governing law of the Finance Documents will be recognised and enforced in its jurisdiction of incorporation.
	25.7.2	Any judgment obtained in England in relation to a Finance Document will be recognised and enforced in its jurisdiction of incorporation.
25.8	Deduction of Tax
	It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Qualifying Lender falling within sub-clause 19.1.1(a)(i) of Clause 19.1 (Definitions).
25.9	No filing or stamp taxes
	Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar Tax be paid in such jurisdiction on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.
25.10	No default
	No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.
25.11	No misleading information
	25.11.1	Any factual information, including any information which discloses evidence of material litigation which is pending or threatened, provided by any member of the Group to any of the Finance Parties prior to the date of this Agreement in connection with its entry into this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
	25.11.2	No information has been given or withheld that results in the information referred to in sub-clause 25.11.1 above being untrue or misleading in any material respect.
	25.11.3	Any factual information relating to the Group or New River contained in the Information Memorandum was true and accurate and complete in all material respects as at the date of the Information Memorandum or (as the case may be) as at the date the information is expressed to be given and nothing has occurred or been omitted which would result in the information being inaccurate or misleading in any material respect.

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	25.11.4	The copy of the Acquisition Agreement provided to the Agent by the Company pursuant to Schedule 2 (Conditions precedent) is true, accurate, and complete.
	25.11.5	As of the date of this Agreement, there has been no change in the business or the consolidated financial condition of the Group since the date of its last audited financial statements that would have a Material Adverse Effect.
25.12	Financial statements
	In the case of the Company only:
	25.12.1	Its Original Financial Statements were prepared in accordance with U.S. GAAP consistently applied.
	25.12.2	Its Original Financial Statements fairly represent its financial condition and operations (consolidated) during the relevant financial year.
25.13	Pari passu ranking
	Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.
25.14	ERISA and Multiemployer Plans
	25.14.1	Each Employee Plan is in compliance in form and operation with ERISA and the Code and all other applicable laws and regulations save where any failure to comply would not reasonably be expected to have a Material Adverse Effect.
	25.14.2	Each Employee Plan which is intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified or is in the process of being submitted to the IRS for approval or will be so submitted during the applicable remedial amendment period, and, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Plan with no determination, nothing has occurred that would materially adversely affect such qualification) except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect.
	25.14.3	There exists no Unfunded Pension Liability with respect to any Employee Plan, except as would not have a Material Adverse Effect.
	25.14.4	Neither the U.S. Obligor nor any ERISA Affiliate has incurred a complete or partial withdrawal from any Multiemployer Plan, and if each of the U.S. Obligors and each ERISA Affiliate were to withdraw in a complete withdrawal as of the date hereof, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect.
	25.14.5	There are no actions, suits or claims pending against or involving an Employee Plan (other than routine claims for benefits) or, to the knowledge of the Company, any U.S. Obligor or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Employee Plan and, if so asserted

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		successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect.
	25.14.6	Each U.S. Obligor and any ERISA Affiliate has made all material contributions to or under each such Employee Plan required by law within the applicable time limits prescribed thereby, the terms of such Employee Plan, or any contract or agreement requiring contributions to an Employee Plan save where any failure to comply would not reasonably be expected to have a Material Adverse Effect.
	25.14.7	Neither any U.S. Obligor nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Employee Plan subject to Section 4064(a) of ERISA to which it made contributions except, in each case, to the extent the same would not reasonably be expected to have a Material Adverse Effect.
	25.14.8	Neither any U.S. Obligor nor any ERISA Affiliate has incurred or reasonably expects to incur any liability to PBGC save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to have a Material Adverse Effect.
25.15	Federal Reserve Regulations
	None of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, in violation of Regulation U or Regulation X.
25.16	Investment Companies
	No Obligor or Subsidiary of an Obligor is required to be registered as an "investment company" under the U.S. Investment Company Act of 1940 (the "1940 Act").
25.17	Repetition
	The Repeating Representations are deemed to be made by each Obligor (by reference to the facts and circumstances then existing) on:
	25.17.1	the date of each Utilisation Request and the first day of each Interest Period; and
	25.17.2	in the case of an Additional Obligor, the day on which the company becomes (or it is proposed that the company becomes) an Additional Obligor.
26.	INFORMATION UNDERTAKINGS
	The undertakings in this Clause 26 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
26.1	Financial statements
	The Company shall supply to the Facility Agent in sufficient copies for all the Lenders:

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	26.1.1	as soon as the same are made public, but in any event within 120 days after the end of each of its financial years its audited consolidated financial statements for that financial year; and
	26.1.2	as soon as the same are made public, but in any event within 90 days after the end of each half of each of its financial years its unaudited consolidated financial statements for that financial half year.
26.2	Compliance Certificate
	26.2.1	The Company shall supply to the Facility Agent, with each set of financial statements delivered pursuant to sub-clauses 26.1.1 and 26.1.2 of Clause 26.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 27 (Financial covenants) as at the date as at which those financial statements were drawn up. The first such Compliance Certificate shall be delivered for the financial year ending 31 December 2007.
	26.2.2	Each Compliance Certificate shall be signed by two directors (one of which is the finance director) of the Company.
26.3	Requirements as to financial statements
	26.3.1	The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP.
	26.3.2	The Company shall procure that each set of financial statements delivered pursuant to Clause 26.1 (Financial statements) is prepared using U.S. GAAP, and accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in U.S. GAAP, or the accounting practices or reference periods and its auditors deliver to the Facility Agent:

(i)	a description of any change necessary for those financial statements to reflect the U.S. GAAP, accounting practices and reference periods upon which those Original Financial Statements were prepared; and
(ii)	sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 27 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and those Original Financial Statements.

	Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.
26.3.3	If the Company notifies the Facility Agent of a change in accordance with sub- clause 26.3.2 above then the Company and Facility Agent shall enter into negotiations in good faith with a view to agreeing:

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	(i)	whether or not the change might result in any material alteration in the commercial effect of any of the terms of this Agreement; and
	(ii)	if so, any amendments to this Agreement which may be necessary to ensure that the change does not result in any material alteration in the commercial effect of those terms,
and if any amendments are agreed they shall take effect and be binding on each of the Parties in accordance with their terms.

26.4	Information: miscellaneous
	The Company shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):
	26.4.1	all documents dispatched by the Company to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
	26.4.2	copies of any public announcement made by the Company which discloses the details of any material litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group; and
	26.4.3	promptly, such further information as any Finance Party (through the Facility Agent) may reasonably request at reasonable times and at reasonable intervals.
26.5	Notification of default
	Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).
26.6	"Know your customer" checks
	26.6.1	If:
		(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
		(b)	any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement; or
		(c)	a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender (which would be permitted under Clause 30 (Changes to the Lenders)) prior to such assignment or transfer,
		obliges an Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is within that Obligor's possession or control reasonably requested by

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		that Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
	26.6.2	Each Lender shall promptly upon the request of an Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks required under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
	26.6.3	The Company shall, by not less than 10 Business Days' prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 31 (Changes to the Obligors).
	26.6.4	Following the giving of any notice pursuant to sub-clause 26.6.3 above, if the accession of such Additional Obligor obliges an Agent or any Lender to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall promptly upon the request of that Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with the results of all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor.
26.7	"Know your customer" confirmation
	Each Lender confirms as at the date of this Agreement that, under "know your customer" requirements in existence as at the date of this Agreement, it does not require financial statements for Obligors other than the Company.
27.	FINANCIAL COVENANTS
27.1	Financial definitions
	In this Clause 27:
	"Borrowings" means, at any time, any indebtedness in respect of:
	(a)	the principal amount of moneys borrowed and any net debit balances at banks after application of applicable account pooling arrangements;

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(b)	the principal amount raised under acceptance credit facilities other than acceptances relating to the purchase or sale of goods in the ordinary course of trading;
(c)	the principal amount of any debenture, bond, note, loan stock, commercial paper or other securities;
(d)	the capitalised element of indebtedness under finance leases or capital leases entered into primarily as a method of raising finance or financing the acquisition of the asset leased;
(e)	receivables sold or discounted other than receivables sold or discounted in the ordinary course of trading or on non-recourse terms;
(f)	indebtedness arising from deferred payment agreements except in the ordinary course of trading;
(g)	any fixed or minimum premium payable on repayment of any debt instrument;
(h)	principal amounts raised under any other transaction having the commercial effect of a borrowing; or
(i)	(without double counting) any guarantee, indemnity or similar assurance for any of the items referred to in paragraphs (a) to (h) above.
"Cash" means, at any time:

(a)	cash at bank denominated in sterling, dollars, euro or other currency freely convertible into the Base Currency and freely transferable and credited to an account in the name of a member of the Group with a reputable financial institution and to which a member of the Group is alone beneficially entitled and for so long as that cash is repayable on demand; (i) repayment of that cash is not contingent on the prior discharge of any other indebtedness of any Group member or of any other person whatsoever or on the satisfaction of any other condition; (ii) there is no Security over that cash except Security created or constituted pursuant to a Finance Document or Security securing obligations of a member of the Group granted in favour of another member of the Group; and (iii) such cash is freely and immediately available and convertible into the Base Currency to be applied in repayment or prepayment of the Borrowings; and
(b)	to the extent the relevant indebtedness is included in Borrowings, cash collateral provided for such indebtedness up to a maximum amount equal to the principal amount of such indebtedness.
"Cash Equivalent Investments" means:
(a)	debt securities denominated in sterling, dollars, euro or other currency freely convertible into the Base Currency issued by, or unconditionally guaranteed by the United Kingdom or the United States of America or other which are not convertible

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	into any other form of security and having not more than three months to final maturity;
(b)	debt securities denominated in sterling, dollars or euro or other currency freely convertible into the Base Currency which are not convertible into any other form of security, and having not more than three months to final maturity, at all times rated P-1 (Moody's Investor Services Inc.) or A-1 (Standard & Poors' Corporation) and which are not issued or guaranteed by any member of the Group;
(c)	certificates of deposit denominated in sterling, dollars or euro or other currency freely convertible into the Base Currency issued by, and acceptances by, banking institutions authorised under applicable legislation of the United Kingdom rated P-1 (Moody's Investor Services Inc.) or A-1 (Standard & Poor's Corporation); and
(d)	other securities (if any) approved in writing by the Facility Agent,
provided that:

(a)	there is no Security over the investments referred to in paragraphs (a) to (d) above except Security created or constituted pursuant to a Finance Document or Security securing obligations of a member of the Group granted in favour of another member of the Group; and
(b)	cash proceeds of the investments referred to in paragraphs (a) to (d) above are freely and immediately available and convertible into the Base Currency to be applied in repayment or prepayment of the Borrowings.
"EBITDA" means in respect of any Relevant Period, consolidated operating income for such period (after giving effect to the following adjustments, if applicable):

(a)	before deducting any corporation tax or other taxes on income, profits or gains;
(b)	before deducting interest payable and before adding interest receivable;
(c)	before deducting unusual or non-recurring losses or charges, provided that:
	(i)	to the extent such charges include a current or future period cash component, such amounts shall be deducted from EBITDA when paid, except for:
		(A)	any fees and expenses relating to the Acquisition (and any other acquisition which occurs within 12 months from the date of this Agreement), including financial and investment banking fees, in an aggregate amount not in excess of US$50,000,000 paid prior to the Facility A Maturity Date;
		(B)	integration and reorganisation costs or claims relating to the Acquisition or the acquisition of Transkaryotic (as defined in the 2005 Agreement) (and any other acquisition which occurs within 12 months from the date of this Agreement), and US reorganisation costs, in an aggregate amount

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	not in excess of US$100,000,000 paid prior to the Facility A Maturity Date;
(C)	NRP 104 Milestone Payments; and
(D)	other up-front milestone and licensing payments, not in excess of US$100,000,000 paid prior to the Facility A Maturity Date,
provided that the aggregate amount of costs in relation to sub-paragraphs (A), (B) and (D) above must not exceed US$100,000,000 in any 12 month period; and

(ii)   any accruals or reserves in the ordinary course of business shall be excluded;  

(d)	before adding extraordinary gains and non-cash gains;
(e)	after deducting the amount of net profit (or adding back the amount of net loss) of any Group company (other than the Company) which is attributable to any third party (other than another Group company) which is a shareholder in that Group company;
(f)	after adding back the amount of any loss and after deducting the amount of any gain against book value arising on a disposal of any asset (other than stock disposed of in the ordinary course of trading);
(g)	before taking into account any unrealised exchange gains and losses;
(h)	after deducting any income (to the extent not received in cash) and adding back any loss from any associate or joint venture or any other companies in which a Group company has a minority interest;
(i)	before deducting any depreciation or amortisation;
(j)	before deducting any distributions; and
(k)	before deducting any non-cash write-offs of in-process research and development, goodwill, non-cash stock compensation charges, non-cash stock revaluation charges arising on an acquisition and non-cash write-offs of any investments, intellectual property or fixed assets.
For the purposes of sub-clause 27.2.1 of Clause 27.2 (Financial condition) only, EBITDA shall be adjusted, at any time, on a pro-forma basis to include businesses or assets acquired in the period and exclude businesses or assets disposed of in the period (and for the avoidance of doubt, EBITDA in respect of the business of New River and its Subsidiaries shall be calculated by annualising the figures for any Relevant Period during which New River and its subsidiaries are owned by the Group).
"Liquid Investments" means at any time:

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(a)	any investment in marketable debt obligations for which a recognised trading market exists and not convertible or exchangeable to any other security provided that:
	(i)	each obligation has a credit rating of either A+ or A-1 or higher by Standard & Poor's Corporation (or in each case the equivalent rating including the equivalent money market fund rating by Standard & Poor's Corporation) or A1 or P-1 or higher by Moody's Investor Services Inc. (or in each case the equivalent rating including the equivalent money market fund rating by Moody's Investor Services Inc.) and further provided that no more than 25 per cent. of all such investments shall be rated A+ and A-1 by Standard & Poor's Corporation (and in each case the equivalent rating including the equivalent money market fund rating by Standard & Poor's Corporation) and A1 and P-1 by Moody's Investor Services Inc. (and in each case the equivalent rating including the equivalent money market fund rating by Moody's Investor Services Inc.);
	(ii)	each obligation is beneficially owned by a member of the Group;
	(iii)	no obligation is issued by or guaranteed by a member of the Group; and
	(iv)	there is no Security over such obligation save pursuant to the Finance Documents or Security securing obligations of a member of the Group granted in favour of another member of the Group; and
(b)	any investment accessible within 30 days in money market funds which have a credit rating of either A-1 or higher by Standard & Poor's Corporation (or in each case the equivalent rating including the equivalent money market fund rating by Standard & Poor's Corporation) or P-1 or higher by Moody's Investor Services Inc.
	(or in each case the equivalent rating including the equivalent money market fund rating by Moody's Investor Services Inc.) or Rule 2a7 Money Market Funds as defined in the US Investment Company Act 1940 provided that:
	(i)	such investment is beneficially owned by a member of the Group; and
	(ii)	there is no Security over such investment save pursuant to the Finance Documents or Security securing obligations of a member of the Group granted in favour of another member of the Group,
provided that the cash proceeds of the investments referred to in paragraphs (a) and (b) above, either through sale or redemption, are freely and immediately available and convertible into the Base Currency to be applied in repayment or prepayment of the Borrowings. "Net Debt" means, at any time, the aggregate consolidated Borrowings of the Group from sources external to the Group, less all Cash and Cash Equivalent Investments of the Group and the then mark to market value of Liquid Investments.

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	"Net Interest" means, in respect of any Relevant Period, the sum of (a) the amount of interest and similar charges payable in respect of Borrowings by the Group during such period less (b) the amount of interest received or receivable and any similar income of the Group during such period excluding any payment or amortisation of arrangement fees payable under or in connection with this Agreement or any Fee Letter.
	"Relevant Period" means each period of twelve months ending on the last day of the Company's financial year and each period of twelve months ending on the last day of the first half of the Company's financial year with the first such period ending on 31 December 2007.
27.2	Financial condition
	The Company shall ensure that:
	27.2.1	the ratio of Net Debt to EBITDA of the Group in respect of the most recently ended Relevant Period shall not, at any time, exceed:
		(a)	3.50:1 for the 12 month period ending 31 December 2007;
		(b)	3.25:1 for the 12 month period ending 30 June 2008; and
		(c)	3.00:1 for each 12 month period ending 31 December and 30 June thereafter; and
	27.2.2	the ratio of EBITDA of the Group to Net Interest in respect of the most recently ended Relevant Period shall not be less than 4.0:1.
27.3	Financial testing
	27.3.1	The financial covenants set out in Clause 27.2 (Financial condition) shall be tested by reference to each of the financial statements and/or each Compliance Certificate delivered pursuant to Clause 26.2 (Compliance Certificate) with the first such test to be made in respect of the Relevant Period ending on 31 December 2007.
	27.3.2	If sub-clause 26.3.3 of Clause 26.3 (Requirements as to financial statements) applies (and for so long as no amendments to the contrary have been agreed pursuant to sub-clause 26.3.3 of Clause 26.3 (Requirements as to financial statements)), then the financial covenants set out in Clause 27.2 (Financial condition) shall be tested by reference to the relevant financial statements as adjusted pursuant to sub-clause 26.3.3 of Clause 26.3 (Requirements as to financial statements) (and/or relevant Compliance Certificate delivered in accordance with Clause 26.2 (Compliance Certificate)) to reflect the basis upon which the Original Financial Statements were prepared, and to the extent relevant, any other information delivered to the Facility Agent in accordance with sub-clause 26.3.3 of Clause 26.3 (Requirements as to financial statements).

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28.	GENERAL UNDERTAKINGS
	The undertakings in this Clause 28 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
28.1	Authorisations
	Each Obligor shall promptly obtain, comply with and do all that is necessary to maintain in full force and effect any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document subject to any applicable bankruptcy, insolvency, reorganisation, moratorium and other similar laws or legal procedures affecting the enforceability of creditors' rights generally and any other reservations set out in any of the legal opinions listed in Schedule 2 (Conditions precedent).
28.2	Compliance with laws
	Each Obligor shall comply in all respects with all laws to which it may be subject, if failure so to comply would have a Material Adverse Effect.
28.3	Negative pledge

28.3.1	No Obligor shall (and the Company shall ensure that no other member of the Group will) create or permit to subsist any Security over any of its assets.
28.3.2	No Obligor shall (and the Company shall ensure that no other member of the Group will):
	(a)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Group;
	(b)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
	(c)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
	(d)	enter into any other preferential arrangement having a similar effect,
	in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.
28.3.3	Sub-clauses 28.3.1 and 28.3.2 above do not apply to:
	(a)	any Security (or transaction ("Quasi-Security") described in sub-clause 28.3.2 above) created with the prior written consent of the Majority Lenders;
	(b)	any Security or Quasi-Security listed in Schedule 9 (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;

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(c)	any netting or set-off arrangement entered into by any member of the Group in the ordinary course of its banking arrangements for the purpose of netting or setting-off debit and credit balances;
(d)	any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any member of the Group;
(e)	any future title retention provisions to which a member of the Group is subject entered into in the ordinary course of trading;
(f)	any netting or set-off arrangement entered into by any member of the Group under any treasury transaction entered into in the ordinary course of business;
(g)	any Security or Quasi-Security over or affecting any asset acquired by a member of the Group after the date of this Agreement if:

	(i)	the Security or Quasi-Security was not created in contemplation of the acquisition of that asset by a member of the Group;
	(ii)	the principal amount secured has not been increased in contemplation of, or since the acquisition of that asset by a member of the Group; and
	(iii)	the Security or Quasi-Security is removed or discharged within six months of the date of acquisition of such asset;
(h)	any Security or Quasi-Security over or affecting any asset of any company which becomes a member of the Group after the date of this Agreement, where the Security or Quasi-Security is created prior to the date on which that company becomes a member of the Group, if:
	(i)	the Security or Quasi-Security was not created in contemplation of the acquisition of that company;
	(ii)	the principal amount secured has not increased in contemplation of or since the acquisition of that company; and
	(iii)	the Security or Quasi-Security is removed or discharged within six months of that company becoming a member of the Group;
(i)	any Security entered into pursuant to any Finance Document;
(j)	any Security or Quasi-Security created in connection with a Permitted Securitisation; or
(k)	any Security or Quasi-Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security or Quasi-Security given by any member of the Group other than any permitted under paragraphs (a) to (h) above) does not exceed at any time US$200,000,000 (or its equivalent in another currency or currencies).

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	28.3.4	Sub-clause 28.3.2 above does not apply to any Quasi-Security granted by a member of the Group or to any Security granted by a member of the Group in favour of another wholly owned member of the Group but only in respect of liabilities owing to the Group.
28.4	Disposals
	28.4.1	No Obligor shall (and the Company shall ensure that no other member of the Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer, dispose by way of de-merger or otherwise dispose of any asset.
	28.4.2	Sub-clause 28.4.1 above does not apply to any sale, lease, transfer or other disposal:
		(a)	made in the ordinary course of business of the disposing entity;
		(b)	of assets in exchange for other assets which are comparable or superior as to value;
		(c)	in the form of out-licensing arrangements entered into by a member of the Group in the ordinary course of trading;
		(d)	of obsolete assets on normal commercial terms;
		(e)	of assets by one member of the Group to another member of the Group;
		(f)	of cash for any purpose permitted under the Finance Documents;
		(g)	of assets held by any member of the Group if such member of the Group has already contracted to dispose of such assets at the time such member of the Group is acquired;
		(h)	made with the prior written consent of the Majority Lenders;
		(i)	of cash by the payment of dividends and other distributions in respect of share capital which are not contrary to law;
		(j)	made in connection with a Permitted Securitisation; or
		(k)	at market value and on arm's length terms where (i) the higher of the market value and consideration receivable (when aggregated with the higher of the market value and consideration receivable for any other sale, lease, transfer or other disposal by the Group, other than any permitted under paragraphs (a) to (j) above) does not exceed US$500,000,000 (or its equivalent in another currency or currencies) in any financial year or an aggregate of US$1,500,000,000 until the date which is the Facility A Maturity Date or, to the extent that it does exceed such capped amounts, the Disposal Proceeds (which, for the purposes of these excess amounts only, shall not take into account any Excluded Disposal Proceeds) are applied in mandatory prepayment of the Facilities in accordance with the provisions of sub-clause

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		12.2.1 to 12.2.4 of Clause 12.2 (Mandatory Prepayment and Cancellation out of certain proceeds); or (ii) the sale, lease, transfer or other disposal is of assets of New River (other than NRP 104) or of other assets acquired after the date of this Agreement),
	provided that no sale, lease, transfer or other disposal which would otherwise be permitted pursuant to the terms of paragraphs (a) to (k) (inclusive) above which would be deemed to be a class 1 transaction under the Listing Rules of the Financial Services Authority shall be permitted without the consent of the Majority Lenders.
For the purpose of this Clause 28.4, "ordinary course of business" means the ordinary course of trading of the relevant entity or made as part of the day-to-day operation of the relevant entity as carried on at the date hereof or as part of any activities ancillary to the ordinary course of trading.

28.5	Change of business
	The Company shall procure that no substantial change is made to the general nature of the business of the Group from that carried on at the date of this Agreement.
28.6	Insurance
	Each Obligor shall (and the Company shall ensure that each member of the Group will) maintain material insurances on and in relation to its business and assets against those risks and to the extent as is usual for companies carrying on the same or substantially similar business (and each member of the Group may maintain insurances with a captive insurer for this purpose).

28.7	Loans and Guarantees
	28.7.1	No Obligor shall (and the Company shall ensure that no member of the Group will) make any loans or grant any credit.
	28.7.2	Sub-clause 28.7.1 above does not apply to:

(a)	loans existing at the date of this Agreement and listed in Schedule 10 (Existing Loans) to the Agreement except to the extent the principal amount of the loans exceeds the amount stated in that Schedule;
(b)	trade credit in the ordinary course of trading;
(c)	loans to directors or employees in the ordinary course of business not exceeding US$10,000,000 in aggregate;
(d)	loans or credit made by one member of the Group to another member of the Group;
(e)	loans entered into pursuant to any Finance Documents;
(f)	loans or credit made with the consent of the Majority Lenders; and
(g)	loans or credit the principal amount of which (when aggregated with the principal amount of any other loans given by any member of the Group other

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		than any permitted under paragraphs (a) to (f) above) does not exceed US$100,000,000 (or its equivalent in another currency or currencies).
28.8	Financial Indebtedness
	28.8.1	No Obligor shall (and the Company shall ensure that no member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.
	28.8.2	Sub-clause 28.8.1 above does not apply to:
		(a)	any Financial Indebtedness incurred under the Finance Documents;
		(b)	any Existing Financial Indebtedness and any refinancing thereof (to the extent the aggregate amount outstanding is not increased as a result of or pursuant to the refinancing);
		(c)	trade credit in the ordinary course of trading;
		(d)	Financial Indebtedness to the extent owed by one member of the Group to another member of the Group;
		(e)	any Financial Indebtedness not otherwise described in this sub-clause 28.8.2 to the extent it is (i) required to be applied in prepayment and cancellation of the Facilities pursuant to sub-clause 12.2.1 to 12.2.4 inclusive of Clause 12.2 (Mandatory prepayment and Cancellation out of certain proceeds) or (ii) is applied in voluntary prepayment and cancellation of the Facilities pursuant to Clause 11 (Illegality, Voluntary Prepayment and Cancellation);
		(f)	a derivative transaction entered into in the ordinary course of treasury operations and not for speculative purposes;
		(g)	Financial Indebtedness incurred with the consent of the Majority Lenders;
		(h)	any Financial Indebtedness of New River or its Subsidiaries existing at the time of the Acquisition (and any refinancing thereof (to the extent that the aggregate amount outstanding is not increased as a result of or pursuant to the refinancing)) if that Financial Indebtedness was not created in contemplation of the Acquisition and (other than in relation to the New River Convertible Bond), if that Financial Indebtedness is repaid within six months of the Acquisition;
		(i)	any Permitted Securitisation;
		(j)	unsecured loan notes issued by any member of the Group (including unsecured loan notes guaranteed by the Company and issued by another member of the Group) pursuant to a loan note alternative to an offer which complies with all of the following conditions: (i) the offer is an offer made by or on behalf of a member of the Group to acquire (inter alia) all the ordinary shares in a public company which are not owned by the offeror or by any member of the Group, or a scheme of arrangement proposed by such a public company for a

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			corresponding purpose; (ii) the offer is for cash consideration or includes a cash alternative; and (iii) the offer is subject to and complies with the UK Takeover Code or any law or regulation which replaces itprovided that such loan notes will only fall within this sub-paragraph (j) to the extent that the aggregate principal amount outstanding of such loan notes at any time does not exceed an amount equal to the aggregate of the Available Commitments of all the Revolving Facility Lenders under the Revolving Facility at such time;
		(k)	until such time as (i) all amounts outstanding under or in respect of Facility A and Facility B have been repaid in full and (ii) to the extent that the Total Revolving Facility Commitments have been reduced to US$500,000,000 in accordance with subclause 12.2 (Mandatory prepayment and cancellation out of certain proceeds) other Financial Indebtedness, the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness incurred by any member of the Group other than any permitted under paragraphs (a) to (j) above) does not, at any time, exceed US$200,000,000 (or its equivalent in another currency or currencies); and
		(l)	following (i) the repayment in full of all amounts outstanding under Facility A and Facility B and (ii) the reduction of the Total Revolving Facility Commitments to US$500,000,000 (in accordance with subclause 12.2 (Mandatory prepayment and cancellation out of certain proceeds), subclause 11.2 (Voluntary Cancellation) or subclause 11.3 (Voluntary Prepayment of Loans)) other Financial Indebtedness, the principal amount of which (when aggregated with the principal amount of any other Financial Indebtedness incurred by any member of the Group other than any permitted under paragraphs (a) to (j) above) does not, at any time, exceed US$500,000,000 (or its equivalent in another currency or currencies).
28.9	Compliance with ERISA
	No Obligor shall:

28.9.1

allow, or permit any of its ERISA Affiliates to allow, (i) any Employee Plan with respect to which any Obligor or any of its ERISA Affiliates may have any liability to be voluntarily terminated, (ii) any Obligor or ERISA Affiliates to withdraw from any Employee Plan, (iii) any ERISA Event to occur with respect to any Employee Plan, or (iv) any unwaived Accumulated Funding Deficiency (as defined in Section 302 of ERISA and Section 412 of the Code) to exist involving any of its Employee Plans; to the extent that any of the events described in (i), (ii), (iii) or (iv), singly or in the aggregate, could have a Material Adverse Effect;

28.9.2

allow, or permit any of its ERISA Affiliates to allow the aggregate amount of any Unfunded Pension Liabilities among all Employee Plans (taking into account only Employee Plans with Unfunded Pension Liabilities existing at the time) at any time to exceed an amount which would be reasonably likely to have a Material Adverse Effect;

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28.9.3	fail, or permit any of its ERISA Affiliates to fail, to comply in any material respect with ERISA or the related provisions of the Code, if any such non-compliance, singly or in the aggregate, would be reasonably likely to have a Material Adverse Effect; or
28.9.4	establish or become part of a Multiemployer Plan.

28.10	Conduct of the Acquisition
	28.10.1	The Company shall ensure that no material amendments (including, without limitation, any amendments to, or waivers of, any of the conditions to the Offer (as defined in the Acquisition Agreement)) are made to the Acquisition Documents without the prior consent of the Arrangers, unless such changes are required by applicable law or regulations.
	28.10.2	The Company shall comply with all material obligations under the terms of the Acquisition Documents.

29.	EVENTS OF DEFAULT
	Each of the events or circumstances set out in this Clause 29 is an Event of Default (subject to, in the case of an Events of Default relating to the Acquisition of New River and its Subsidiaries, the remedy period referred to in Clause 29.14 (Clean up period)).
29.1	Non-payment
	An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:
	29.1.1	its failure to pay is caused by administrative or technical error; and
	29.1.2	payment is made within five Business Days of its due date.

29.2	Financial covenants
	Any requirement of Clause 27 (Financial covenants) is not satisfied.
29.3	Other obligations
	29.3.1	An Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 29.1 (Non-payment) and Clause 29.2 (Financial covenants)).
	29.3.2	No Event of Default under sub-clause 29.3.1 above will occur if the failure to comply is capable of remedy and is remedied within 20 Business Days of the Facility Agent giving notice to the Company or the Company becoming aware of the failure to comply.

29.4	Misrepresentation
	Any representation or statement made or deemed to be made by an Obligor in the Finance Documents is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and which, if the circumstances giving rise to the misrepresentation or the misrepresentation are capable of remedy, are not remedied within

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	20 Business Days of the Facility Agent giving notice to the Company or the Company becoming aware of the misrepresentation.
29.5	Cross default
	29.5.1	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.
	29.5.2	Any Financial Indebtedness of any member of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
	29.5.3	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).
	29.5.4	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).
	29.5.5	No Event of Default will occur under this Clause 29.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within sub- clauses 29.5.1 to 29.5.4 above is less than US$50,000,000 (or its equivalent in any other currency or currencies).
29.6	Insolvency
	29.6.1	A Material Company is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
	29.6.2	The value of the assets of any Material Company is less than its liabilities (taking into account contingent and prospective liabilities).
	29.6.3	A moratorium is declared in respect of any indebtedness of any Material Company.
29.7	Insolvency proceedings
	29.7.1	Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Company other than a solvent liquidation or reorganisation of any Material Company which is not an Obligor;
(b)	a composition, compromise, assignment or arrangement with any creditor of any Material Company;

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		(c)	the appointment of a liquidator (other than in respect of a solvent liquidation of a Material Company which is not an Obligor), receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Material Company or any of its assets; or
		(d)	enforcement of any Security over any assets of any Material Company,
		or any analogous procedure or step is taken in any jurisdiction.
	29.7.2	Notwithstanding paragraphs (a) to (d) above, an Event of Default will occur under this Clause 29.7 only if in the case of a petition being presented or an application made for the appointment of a liquidator or administrator, it is not discharged within 21 days.
29.8	Creditors' process
	Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of a Material Company which has an aggregate value of not less than US$10,000,000.
29.9	Ownership of the Obligors
	An Obligor (other than a Company) is not or ceases to be a Subsidiary of the Company.
29.10	Unlawfulness
	It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.
29.11	Repudiation
	An Obligor repudiates a Finance Document or evidences an intention to repudiate a Finance Document.
29.12	Material adverse change
	29.12.1	A material adverse change in the business, operations, assets or financial condition of the Group, considered as a whole, which is likely to have a material adverse effect on the ability of the Obligors, taken as a whole, or the Company to meet their respective payment obligations under this Agreement.
	29.12.2	For the purpose of a determination in respect of sub-clause 29.12.1 above, the following events and information will be considered not to have a material adverse effect described under sub-clause 29.12.1 above:
		(a)	any litigation, arbitration, administrative or regulatory proceedings disclosed in the 10-Q and 10-K statements of the Company or New River most recently filed with the SEC prior to the date of this Agreement; or
		(b)	completion of the Acquisition,
		and for the avoidance of doubt, a product coming off patent or orphan designation in the normal course of its life cycle (including the financial effects thereof) shall not constitute a material adverse change under this Clause 29.12.

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29.13	Employee Plans
	Any ERISA Event shall have occurred or Clause 28.9 (Compliance with ERISA) shall be breached, and the liability of a U.S. Obligor or its ERISA Affiliates, either individually or in the aggregate, related to such ERISA Event or breaches, individually or when aggregated with all other ERISA Events and all such breaches, would have or would be reasonably expected to have a Material Adverse Effect.
29.14	Clean up period

29.14.1 For a period of 4 Months from (and including) the date on which a member of the Group becomes the owner of record of the shares or other assets the subject of the Acquisition, an event which would otherwise constitute a Default or an Event of Default but for this Clause 29.14 (Clean up period) will not constitute an Event of Default, provided that:

		(a)	it is an event which is capable of remedy; and
		(b)	that event relates to New River and/or its Subsidiaries.
	29.14.2	For a period of 3 months from (and including) the date on which a member of the Group becomes the owner of record of the shares or other assets which are the subject of a subsequent acquisition, an event which would otherwise constitute a Default or an Event of Default but for this Clause 29.14 (Clean up period) will not constitute an Event of Default, provided that:
		(a)	it is an event which is capable of remedy; and
		(b)	that event relates to the target company or target undertaking of that further acquisition, or the Subsidiaries of such target company or target undertaking.
29.15	Acceleration
	On and at any time after the occurrence of an Event of Default which is continuing but subject to the terms of Clause 4.7 (Utilisations during the Certain Funds Period) the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Company:
	29.15.1	cancel the Total Commitments whereupon they shall immediately be cancelled;
	29.15.2	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or
	29.15.3	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Facility Agent on the instructions of the Majority Lenders.
	If an Event of Default under Clause 29.7 (Insolvency Proceedings) shall occur in respect of any U.S. Obligor as a result of the filing by or against such U.S. Obligor of a petition for relief under the United States Bankruptcy Code, then without notice to such U.S. Obligor or any other act by the Facility Agent or any other person, the Loans to such U.S. Obligor, interest thereon and all other amounts owed by such U.S. Obligor under the Finance

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Documents shall become immediately due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived.

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SECTION 9
CHANGES TO PARTIES

30.	CHANGES TO THE LENDERS
30.1	Assignments and transfers by the Lenders
	Subject to this Clause 30, a Lender (the "Existing Lender") may:

30.1.1	assign any of its rights; or
30.1.2	transfer by novation any of its rights and obligations,
to another bank or financial institution (the "New Lender") provided that:
30.1.3	any Revolving Lender which transfers all or any part of its Revolving Commitment shall in addition transfer or procure its Affiliate to transfer, as the case may be, a pro rata proportion of its or its Affiliate's Swingline Commitment (if any); and
30.1.4	any Swingline Lender which transfers all or any part of its Available Swingline Commitment shall in addition transfer or procure its Affiliate to transfer, as the case may be, a pro rata portion of its or its Affiliate's Revolving Commitment (if any).

30.2	Conditions of assignment or transfer
	30.2.1	A transfer of part of a Commitment or the rights and obligations under this Agreement by the Existing Lender must be in a minimum amount of US$10,000,000.
	30.2.2	Subject to subclause 30.2.1 above, an Existing Lender may transfer a part of each of its Facility A Commitments, Facility B Commitments and Revolving Facility Commitments separately, and is not required to pro rate the amounts transferred across each Facility.
	30.2.3	The consent of the Company is required for an assignment or transfer by an Existing Lender, unless:

(a)	the assignment or transfer is to another Lender or an Affiliate of a Lender; or
(b)	at the time of the assignment or transfer, an Event of Default has occurred and is continuing.

30.2.4	The consent of the Company to an assignment or transfer must not be unreasonably withheld or delayed. The Company will be deemed to have given its consent ten Business Days after the Existing Lender has requested it unless consent is expressly refused by the Company within that time.
30.2.5	An assignment will be effective only on:
	(a)	receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender

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			will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender;
		(b)	performance by the relevant Agent of all "know your customer" or other checks relating to any person that it is required to carry out in relation to such assignment to a New Lender, the completion of which that Agent shall promptly notify to the Existing Lender and the New Lender; and
		(c)	entry by the New Lender into a Confidentiality Undertaking with the Company.
	30.2.6	A transfer will only be effective if the procedure set out in Clause 30.5 (Procedure for transfer) is complied with and if the New Lender has, prior to the Transfer Date, entered into a Confidentiality Undertaking with the Company.
	30.2.7	If:
		(a)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
		(b)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment (or increased payment) to the New Lender or Lender acting through its new Facility Office under Clause 19 (Tax gross-up and indemnities) or Clause 20 (Increased costs),xx
		then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment (or increased payment) under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred provided that (without prejudice to Clause 19.2.8 above) this sub-clause 30.2.7 shall not prevent an Obligor from being required to pay an increased amount under Clause 19 (Tax Gross Up and Indemnities) to a Treaty Lender which becomes a Lender on the Syndication Date.
30.3	Assignment or transfer fee
	The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of US$3,000.
30.4	Limitation of responsibility of Existing Lenders
	30.4.1	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:
		(a)	the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;
		(b)	the financial condition of any Obligor;

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		(c)	the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or
		(d)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,
		and any representations or warranties implied by law are excluded.
	30.4.2	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:
		(a)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
		(b)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.
	30.4.3	Nothing in any Finance Document obliges an Existing Lender to:
		(a)	accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 30; or
		(b)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.
30.5	Procedure for transfer
	30.5.1	Subject to the conditions set out in Clause 30.2 (Conditions of assignment or transfer) a transfer is effected in accordance with sub-clause 30.5.3 below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to sub-clause 30.5.2 below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.
	30.5.2	The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is reasonably satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.
	30.5.3	On the Transfer Date:
		(a)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents

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	each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the "Discharged Rights and Obligations");
(b)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;
(c)	the Facility Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(d)	the New Lender shall become a Party as a "Lender".

30.6	Copy of Transfer Certificate to Company
	The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Company a copy of that Transfer Certificate.
30.7	Disclosure of information
	Any Lender may disclose to any of its Affiliates and any other person:

	30.7.1	to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;
	30.7.2	with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or any Obligor; or
	30.7.3	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,
	any information about any Obligor, the Group and the Finance Documents as that Lender shall consider appropriate if, in relation to sub-clauses 30.7.1 and 30.7.2 above, the person to whom the information is to be given has entered into a Confidentiality Undertaking with that Lender prior to the disclosure of the information the subject of the Confidentiality Undertaking.
31.	CHANGES TO THE OBLIGORS
31.1	Assignment and transfers by Obligors
	No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

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31.2	Additional Borrowers
	31.2.1	Subject to compliance with the provisions of sub-clauses 26.6.3 and 26.6.4 of Clause 26.6 ("Know your customer" checks), the Company may request that any of its Subsidiaries becomes an Additional Borrower. That Subsidiary shall become an Additional Borrower if:
		(a)	all the Lenders approve the addition of that Subsidiary (which approval is not to be unreasonably withheld) other than in the case of a Subsidiary incorporated in the United Kingdom or the United States of America, in which case no approval by the Lenders is required;
		(b)	the Company delivers to the Facility Agent a duly completed and executed Accession Letter;
		(c)	the Company confirms that no Default is continuing or will occur as a result of that Subsidiary becoming an Additional Borrower; and
		(d)	the Facility Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent) in relation to that Additional Borrower, each in form and substance satisfactory to the Facility Agent, acting reasonably.
	31.2.2	The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent).
31.3	Resignation of a Borrower
	31.3.1	The Company may request that a Borrower (other than the Company) ceases to be a Borrower by delivering to the Facility Agent a Resignation Letter.
	31.3.2	The Facility Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
		(a)	no Default is continuing or will result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and
		(b)	the Borrower is under no actual or contingent obligations as a Borrower under any Finance Documents,
		whereupon that company shall cease to be a Borrower and shall have no further rights or obligations under the Finance Documents.
31.4	Additional Guarantors
	31.4.1	Subject to compliance with the provisions of sub-clauses 26.6.3 and 26.6.4 of Clause 26.6 ("Know your customer" checks), the Company may request that any of its Subsidiaries become an Additional Guarantor. That Subsidiary shall become an Additional Guarantor if:

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		(a)	the Company (or the Company, in the case of New Holdco) delivers to the Facility Agent a duly completed and executed Accession Letter; and
		(b)	the Facility Agent has received all of the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent) in relation to that Additional Guarantor, each in form and substance reasonably satisfactory to the Facility Agent.
	31.4.2	The Facility Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part III of Schedule 2 (Conditions precedent).
31.5	Repetition of Representations
	Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary (or New Holdco, as the case may be) that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing.
31.6	Resignation of a Guarantor
	31.6.1	The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.
	31.6.2	The Facility Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
		(a)	no Default is continuing or will result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and
		(b)	(other than in relation to the resignation of the Company as a guarantor) all the Lenders have consented to the Company's request.

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SECTION 10
THE FINANCE PARTIES

32.	ROLE OF THE AGENT AND THE ARRANGER
32.1	Appointment of the Agent
	32.1.1	Each other Finance Party appoints each of the Agents to act as its agent under and in connection with the Finance Documents.
	32.1.2	Each other Finance Party authorises each Agent to exercise the rights, powers, authorities and discretions specifically given to that Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.
32.2	Duties of the Agent
	32.2.1	An Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
	32.2.2	Except where a Finance Document specifically provides otherwise, an Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
	32.2.3	If an Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.
	32.2.4	If an Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agents or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.
	32.2.5	Each Agent's duties under the Finance Documents are solely mechanical and administrative in nature.
32.3	Role of the Arranger
	Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.
32.4	No fiduciary duties
	32.4.1	Nothing in this Agreement constitutes any Agent or the Arranger as a trustee or fiduciary of any other person.
	32.4.2	Neither an Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.
32.5	Business with the Group
	An Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
32.6	Rights and discretions of the Agent
	32.6.1	An Agent may rely on:

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(a)	any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(b)	any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

	32.6.2	An Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:
		(a)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 29.1 (Non-payment));
		(b)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised; and
		(c)	any notice or request made by the Company (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors.
	32.6.3	An Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
	32.6.4	An Agent may act in relation to the Finance Documents through its personnel and agents.
	32.6.5	An Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.
	32.6.6	Notwithstanding any other provision of any Finance Document to the contrary, neither an Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.
32.7	Majority Lenders' instructions
	32.7.1	Unless a contrary indication appears in a Finance Document, each Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.
	32.7.2	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.
	32.7.3	An Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with an amount in respect of any associated VAT) which it may incur in complying with the instructions.

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	32.7.4	In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) each Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
	32.7.5	An Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender's consent) in any legal or arbitration proceedings relating to any Finance Document.
32.8	Responsibility for documentation
	Neither an Agent nor the Arranger:
	32.8.1	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, an Obligor or any other person given in or in connection with any Finance Document or the Information Memorandum; or
	32.8.2	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.
32.9	Exclusion of liability
	32.9.1	Without limiting sub-clause 32.9.2 below, an Agent will not be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.
	32.9.2	No Party (other than an Agent) may take any proceedings against any officer, employee or agent of the Agent in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent may rely on this Clause subject to Clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.
	32.9.3	No Agent will be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.
	32.9.4	Nothing in this Agreement shall oblige an Agent or the Arranger to carry out any "know your customer" or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arranger.
32.10	Lenders' indemnity to the Agent
	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their

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	reduction to zero) indemnify each Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).
32.11	Resignation of the Agent
	32.11.1	An Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Company.
	32.11.2	Alternatively an Agent may resign by giving notice to the other Finance Parties and the Company, in which case the Majority Lenders (after consultation with the Company) may appoint a successor Agent.
	32.11.3	If the Majority Lenders have not appointed a successor Agent in accordance with sub-clause 32.11.2 above within 30 days after notice of resignation was given, the Agent (after consultation with the Company) may appoint a successor Agent.
	32.11.4	The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
	32.11.5	The Agent's resignation notice shall only take effect upon the appointment of a successor.
	32.11.6	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 32. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
	32.11.7	After consultation with the Company, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with sub-clause 32.11.2 above. In this event, the Agent shall resign in accordance with sub-clause 32.11.2 above.
32.12	Confidentiality
	32.12.1	In acting as agent for the Finance Parties, each Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.
	32.12.2	If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.
32.13	Relationship with the Lenders
	32.13.1	Each Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.

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32.13.2  Each Lender shall supply the Facility Agent with any information required by the Facility Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 (Mandatory Cost formulae).

32.14	Credit appraisal by the Lenders
	Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to each Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
	32.14.1	the financial condition, status and nature of each member of the Group;
	32.14.2	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
	32.14.3	whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
	32.14.4	the adequacy, accuracy and/or completeness of the Information Memorandum and any other information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.
32.15	Reference Banks
	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Facility Agent shall (in consultation with the Company) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
32.16	Agent's Management Time
	Any amount payable to an Agent under Clause 21.3 (Indemnity to the Facility Agent), Clause 23 (Costs and expenses) and Clause 32.10 (Lenders' indemnity to the Agent) shall include the cost of utilising the Agent's extraordinary management time or other extraordinary resources not contemplated at the date of this Agreement (in connection with any Default, any request for or granting of a waiver or consent, or amendment to a Finance Document or the preservation or enforcement of any right arising under the Finance Documents) and will be calculated on the basis of such reasonable daily or hourly rates as the Agent may notify to the Company and the Lenders, and is in addition to any fee paid or payable to the Agent under Clause 18 (Fees).

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32.17	Deduction from amounts payable by the Agent
	If any Party owes an amount to an Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
32.18	USA Patriot Act
	Each Lender hereby notifies each Obligor that pursuant to the requirements of the USA Patriot Act, such Lender is required to obtain, verify and record information that identifies such Obligor, which information includes the name and address of such Obligor and other information that will allow such Lender to identity such Obligor in accordance with the USA Patriot Act.
33.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES
	No provision of this Agreement will:
	33.1.1	interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit;
	33.1.2	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
	33.1.3	oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computations in respect of Tax.
34.	SHARING AMONG THE FINANCE PARTIES
34.1	Payments to Finance Parties
	If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from an Obligor other than in accordance with Clause 35 (Payment mechanics) and applies that amount to a payment due under the Finance Documents then:
	34.1.1	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the relevant Agent;
	34.1.2	that Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 35 (Payment mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
	34.1.3	the Recovering Finance Party shall, within three Business Days of demand by that Agent, pay to the Agent an amount (the "Sharing Payment") equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.5 (Partial payments).

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34.2	Redistribution of payments
	The relevant Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) in accordance with Clause 35.5 (Partial payments).
34.3	Recovering Finance Party's rights
	34.3.1	On a distribution by an Agent under Clause 34.2 (Redistribution of payments), the Recovering Finance Party will be subrogated to the rights of the Finance Parties which have shared in the redistribution.
	34.3.2	If and to the extent that the Recovering Finance Party is not able to rely on its rights under sub-clause 34.3.1 above, the relevant Obligor shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.
34.4	Reversal of redistribution
	If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:
	34.4.1	each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 34.2 (Redistribution of payments) shall, upon request of the relevant Agent, pay to that Agent for account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay); and
	34.4.2	that Recovering Finance Party's rights of subrogation in respect of any reimbursement shall be cancelled and the relevant Obligor will be liable to the reimbursing Finance Party for the amount so reimbursed.
34.5	Exceptions
	34.5.1	This Clause 34 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.
	34.5.2	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:
		(a)	it notified that other Finance Party of the legal or arbitration proceedings; and
		(b)	that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11
ADMINISTRATION

35.	PAYMENT MECHANICS
35.1	Payments to each Agent
	35.1.1	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the relevant Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the relevant Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
	35.1.2	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in a Participating Member State or London) with such bank as the relevant Agent specifies.
35.2	Distributions by the Agent
	Each payment received by an Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to an Obligor), Clause 35.4 (Clawback) and Clause 32.17 (Deduction from amounts payable by the Agent) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days' notice with a bank in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London).
35.3	Distributions to an Obligor
	An Agent may (with the consent of the Obligor or in accordance with Clause 36 (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
35.4	Clawback
	35.4.1	Where a sum is to be paid to an Agent under the Finance Documents for another Party, an Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.
	35.4.2	If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

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35.5	Partial payments
	35.5.1	If an Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:
		(a)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of each Agent and the Arranger under the Finance Documents;
		(b)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;
		(c)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and
		(d)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.
	35.5.2	An Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a) to (d) of sub-clause 35.5.1 above.
	35.5.3	Sub-clauses 35.5.1 and 35.5.2 and above will override any appropriation made by an Obligor.
35.6	No set-off by Obligors
	All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
35.7	Business Days
	35.7.1	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
	35.7.2	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
35.8	Currency of account
	35.8.1	Subject to sub-clauses 35.8.2 to 35.8.5 below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.
	35.8.2	A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall be made in the currency in which that Loan or Unpaid Sum is denominated on its due date.
	35.8.3	Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.

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	35.8.4	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
	35.8.5	Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.
35.9	Change of currency
	35.9.1	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
		(a)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Company); and
		(b)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).
	35.9.2	If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Company) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.
36.	SET-OFF
	A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
37	NOTICES
37.1	Communications in writing
	Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.
37.2	Addresses
	The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
	37.2.1	in the case of the Company, that identified with its name below;

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	37.2.2	in the case of each Lender or any other Original Obligor, that notified in writing to the Facility Agent on or prior to the date on which it becomes a Party; and
	37.2.3	in the case of an Agent, that identified with its name below,
	or any substitute address or fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.
37.3	Delivery
	37.3.1	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

		(a)	if by way of fax, when received in legible form; or
		(b)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
		and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.
	37.3.2	Any communication or document to be made or delivered to an Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent's signature below (or any substitute department or officer as the Agent shall specify for this purpose).
	37.3.3	All notices from or to an Obligor shall be sent through an Agent.
	37.3.4	Any communication or document made or delivered to the Company in accordance with this Clause will be deemed to have been made or delivered to each of the Obligors.
37.4	Notification of address and fax number
	Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.
37.5	Electronic communication
	37.5.1	Any communication to be made between an Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if that Agent and the relevant Lender:
		(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;
		(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

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		(c)	notify each other of any change to their address or any other such information supplied by them.
	37.5.2	Any electronic communication made between an Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to that Agent only if it is addressed in such a manner as the Agent shall specify for this purpose.
37.6	English language
	37.6.1	Any notice given under or in connection with any Finance Document must be in English.
	37.6.2	All other documents provided under or in connection with any Finance Document must be:
		(a)	in English; or
		(b)	if not in English, and if so required by the Facility Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.
38.	CALCULATIONS AND CERTIFICATES
38.1	Accounts
	In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.
38.2	Certificates and Determinations
	Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest or proven error, prima facie evidence of the matters to which it relates.
38.3	Day count convention
	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.
39.	PARTIAL INVALIDITY
	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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40.	REMEDIES AND WAIVERS
	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
41.	AMENDMENTS AND WAIVERS
41.1	Required consents
	41.1.1	Subject to Clause 41.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Obligors and any such amendment or waiver will be binding on all Parties.
	41.1.2	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.
41.2	Exceptions
	41.2.1	An amendment or waiver that has the effect of changing or which relates to:
		(a)	the definition of "Majority Lenders" in Clause 1.1 (Definitions);
		(b)	an extension to the date of payment of any amount under the Finance Documents;
		(c)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
		(d)	an increase in or an extension of any Commitment;
		(e)	a change to the Borrowers or Guarantors other than in accordance with Clause 31 (Changes to the Obligors);
		(f)	any provision which expressly requires the consent of all the Lenders; or
		(g)	Clause 2.4 (Finance Parties' rights and obligations), Clause 30 (Changes to the Lenders) or this Clause 41,
		shall not be made without the prior consent of all the Lenders.
	41.2.2	An amendment or waiver which relates to the rights or obligations of an Agent or the Arranger may not be effected without the consent of that Agent or the Arranger.
41.3	Replacement of Lender
	41.3.1	If at any time any Lender becomes a Non-Consenting Lender (as defined in sub- clause 41.3.3 below), then the Company may, on five Business Days' prior written notice to the Agent and such Lender:
		(a)	cancel the Commitment of the Non-Consenting Lender at the next interest payment or rollover date; or

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	(b)	require such Lender to (and such Lender shall) transfer pursuant to Clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to another Lender (a "Replacement Lender") which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender's participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender's participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
41.3.2	The replacement of a Lender pursuant to this Clause shall be subject to the following conditions:
	(a)	the Company shall have no right to replace the Agent;
	(b)	neither the Agent nor the Lender shall have any obligation to the Company to find a Replacement Lender;
	(c)	in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 10 Business days after the date the Non- Consenting Lender notifies the Company and the Agent of its failure or refusal to agree to any consent, waiver or amendment to the Finance Documents requested by the Company; and
	(d)	in no event shall the Lender replaced under this Clause 41.3 be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.
41.3.3	In the event that:
	(a)	the Parent or the Agent (at the request of the Company) has requested the Lenders to consent to a waiver or amendment of any provisions of the Finance Documents;
	(b)	the waiver or amendment in question requires the consent of all the Lenders; and
	(c)	Lenders whose Commitments aggregate 85 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 85 per cent. or more of the Total Commitments prior to that reduction) have consented to such waiver or amendment,
	then any Lender who has declined or failed to consent or provide approval by the later of (i) the date nominated by the Facility Agent in the request to the Lenders as a deadline for response, and (ii) 3 Business Days after such 85 per cent. Lender approval or consent has been received, shall be deemed a "Non-Consenting Lender".

- 100 -

42.	COUNTERPARTS
	Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

- 101 -

SECTION 12
GOVERNING LAW AND ENFORCEMENT

43.	GOVERNING LAW
	This Agreement is governed by English law.
44.	ENFORCEMENT
44.1	Jurisdiction
	44.1.1	The courts of England have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a "Dispute").
	44.1.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.
44.2	Service of process
	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
	44.2.1	irrevocably appoints the Company as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
	44.2.2	agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
44.3	Waiver of jury trial
	Each of the parties to this Agreement irrevocably waives trial by jury in any action or proceeding with respect to this Agreement or any of the Finance Documents.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

- 102 -

	SCHEDULE 1 THE ORIGINAL PARTIES Part I The Original Obligors
Name of Original Borrower	Registration number (or	Country / state of
	equivalent, if any)	incorporation
Shire plc	05492592	England
Name of Original Guarantor	Registration number (or	Country / state of
	equivalent, if any)	incorporation
Shire plc	05492592	England

- 103 -

Part II The Original Term Lenders
Name of Original Term	Facility A	Facility B	Facility Office
Lender	Commitment	Commitment
ABN AMRO Bank N.V.	US$ 250,000,000	US$ 75,000,000	250 Bishopsgate,
			London EC2M
			4AA
Barclays Bank PLC	US$ 250,000,000	US$ 75,000,000	5 The North
			Colonnade, Canary
			Wharf, London
			E14 4BB
Citibank, N.A., London	US$ 250,000,000	US$ 75,000,000	Citigroup Centre,
			25 Canada Square,
			Canary Wharf,
			London E14 5LB
The Royal Bank of Scotland	US$ 250,000,000	US$ 75,000,000	135 Bishopsgate
plc			London
			EC2M 3UR

- 104 -

	Part III The Original Revolving Lenders
Name of Original Revolving	Revolving	Facility Office
Lender	Commitment
ABN AMRO Bank N.V.	US$250,000,000	250 Bishopsgate, London EC2M
		4AA
Barclays Bank PLC	US$250,000,000	5 The North Colonnade, Canary
		Wharf, London E14 4BB
Citibank, N.A., London	US$250,000,000	Citigroup Centre, 25 Canada
		Square, Canary Wharf, London
		E14 5LB
The Royal Bank of Scotland plc	US$250,000,000	135 Bishopsgate
		London
		EC2M 3UR

- 105 -

	Part IV The Original Dollar Swingline Lenders
Name of Original Dollar	Swingline Commitment	Facility Office
Swingline Lender
ABN AMRO Bank N.V.	US$ 62,500,000	540 West Madison Street,
		Suite 2621 Chicago, IL
		60661
Barclays Bank PLC	US$ 62,500,000	c/o Barclays Group Inc.,
		Client Services Unit as US
		Dollar Funding
		Administrator, 11th Floor,
		222 Broadway, New York,
		NY 10038 USA
Citicorp USA, Inc.	US$ 62,500,000	2 Penns Way
		New Castle DE. 19720
		USA
The Royal Bank of Scotland plc	US$ 62,500,000	101 Park Avenue
		12th Floor
		New York, NY
		10178

- 106 -

	Part V The Original Euro Swingline Lenders
Name of Original Euro	Swingline Commitment	Facility Office
Swingline Lender
ABN AMRO Bank N.V.	US$62,500,000	250 Bishopsgate, London
		EC2M 4AA
Barclays Bank PLC	US$62,500,000	5 The North Colonnade,
		Canary Wharf, London E14
		4BB
Citibank, N.A., London	US$62,500,000	Citigroup Centre, 25 Canada
		Square, Canary Wharf,
		London E14 5LB
The Royal Bank of Scotland plc	US$62,500,000	135 Bishopsgate,
		London
		EC2M 3UR

- 107 -

SCHEDULE 2
CONDITIONS PRECEDENT

Part I
Conditions precedent to initial Utilisation

1.	Original Obligors
	(a)	A copy of the constitutional documents of each Original Obligor.
	(b)	A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor's jurisdiction of incorporation or organisation.
	(c)	A copy of a resolution of the board of directors (or a duly appointed committee of the board of directors) of each Original Obligor:
		(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
		(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
		(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.
	(d)	An extract from a resolution of the board of directors of each Original Obligor evidencing due appointment of the committee of the board of directors referred to in paragraph (c) above.
	(e)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above.
	(f)	A certificate of the Company (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Revolving Facility Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.
	(g)	A certificate of an authorised signatory of the relevant Original Obligor certifying that each copy document relating to it specified in this Part I of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

- 108 -

2.	Legal opinions
	(a)	A legal opinion of Clifford Chance LLP legal advisers to the Arrangers and the Agents in England.
	(b)	If an Original Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers and Agents or the Company, as the case may be, in the relevant jurisdiction.
3.	Other documents and evidence
	(a)	Duly executed Fee Letters, this Agreement and the Mandate Letter.
	(b)	Evidence that any agent for service of process referred to in Clause 44.2 (Service of process), if not an Original Obligor, has accepted its appointment.
	(c)	The Original Financial Statements and interim financial statements of the Company.
	(d)	Evidence that the fees, costs and expenses then due from the Company pursuant to Clause 18 (Fees) and Clause 23 (Costs and expenses) have been paid or will be paid by the first Utilisation Date.
	(e)	Any information that is requested by a Finance Party (acting reasonably) to ensure compliance with applicable "Know Your Customer" requirements.
	(f)	Evidence of cancellation of the facilities under the 2005 Agreement.
	(g)	A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be reasonably necessary or desirable (if it has notified the Company accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

- 109 -

Part II
Conditions precedent to Certain Funds Utilisation

1.	Evidence that the Acceptance Date (as defined in the Acquisition Agreement) has occurred or will occur on or immediately after the first Certain Funds Utilisation.
2.	In relation to the Acquisition, projections from the combined Group financial model substantially in the form already distributed.
3.	A copy of the Acquisition Documents, including a post Acquisition group structure chart and a sources and uses statement in a form and substance satisfactory to the Arrangers, acting reasonably.
4.	A copy of the shareholder circular to be sent by the Company to its shareholders (including to the extent that the Acquisition is a Class 1 Acquisition (as defined in the Listing Rules of the Financial Services Authority), a copy of a resolution of the shareholders of the Company approving the terms of the Acquisition, a shareholders working capital statement issued for the purposes of the Acquisition, and a copy of the working capital report) and a copy of the press release announcing that the Company's shareholders have passed the resolution(s) set out in such shareholder circular.
5.	An executed copy of the Tender and Support Agreement.
6.	An executed copy of the certificate from New River in respect of conditions 2(c), (d) and (e) as described in Annex 1 of the Acquisition Agreement.
7.	A certificate of the Company (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on any Original Obligor to be exceeded.
8.	Evidence that the Company has completed a rights issue or other equity issuance in an amount sufficient to raise gross proceeds of not less than £415,000,000.

- 110 -

Part III
Conditions precedent required to be
delivered by an Additional Obligor

1.	An Accession Letter, duly executed by the Additional Obligor and the Company.
2.	A copy of the constitutional documents of the Additional Obligor.
3.	A copy of a good standing certificate (including verification of tax status) with respect to each U.S. Obligor, issued as of a recent date by the Secretary of State or other appropriate official of each U.S. Obligor's jurisdiction of incorporation or organisation.
4.	A copy of a resolution of the board of directors (or a duly appointed committee of the board of directors) of the Additional Obligor:
	(a)	approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
	(b)	authorising a specified person or persons to execute the Accession Letter on its behalf; and
	(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents.
5.	A specimen of the signature of each person authorised by the resolution referred to in paragraph 4 above.
6.	A certificate of the Additional Obligor (signed by a director or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
7.	A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part III of Schedule 2 (Conditions precedent) is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8.	A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be reasonably necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document.
9.	If available, the latest audited financial statements of the Additional Obligor.
10.	A legal opinion of Clifford Chance LLP, legal advisers to the Arrangers and the Agents in England.

- 111 -

11.	If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arrangers and the Agents or the Company, as the case may be, in the jurisdiction in which the Additional Obligor is incorporated.
12.	If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the agent for service of process specified in Clause 44.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.

- 112 -

SCHEDULE 3
REQUESTS

Part I
Utilisation Request - Term Loans and Revolving Loan

From: [Borrower]

To: [Facility Agent]

Dated:

Dear Sirs

Shire plc – US$ 2,300,000,000 Multi-Currency Term and Revolving Facilities Agreement dated
20 February 2007 (the "Agreement")

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2.	We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:	[          ] (or, if that is not a Business Day, the next Business Day)
Facility to be utilised:	[Facility A]/[Facility B]*/Revolving Facility*
Currency of Loan:	[          ] or, if less, the Available Facility
Amount:	[          ]
Interest Period:	[          ]

3.	We confirm that each condition specified in Clause 4.3 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4.	[We confirm that the fees, costs and expenses due from the Company pursuant to Clause 18 (Fees) and Clause 23 (Costs and Expenses) have been paid, or if not, will be paid out of the Amount specified in paragraph 2 above]**
5.	The proceeds of this Loan should be credited to [account].
6.	This Utilisation Request is irrevocable.

Yours faithfully,

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

authorised signatory for
[name of relevant Borrower]

- 113 -

*	delete as appropriate
**	To be included in the First Utilisation Request

- 114 -

Part II
Utilisation Request - Swingline Loan

From: [Borrower]

To: [Swingline Agent]

Dated:

Dear Sirs

Shire plc – US$ 2,300,000,000 Multi-Currency Term and Revolving Facilities Agreement dated
20 February 2007 (the "Agreement")

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2.	We wish to borrow a Swingline Loan on the following terms:
	Proposed Utilisation Date:	[          ] (or, if that is not a Business Day, the next Business Day)
	Facility to be utilised:	Swingline Facility
	Currency of Loan:	[          ]
	Amount:	[          ] or, if less, the Available Facility
	Interest Period:	[          ]

3.	We confirm that each condition specified in Clause 6.4 (Swingline Lenders' participation) is satisfied on the date of this Utilisation Request.
4.	The proceeds of this Swingline Loan should be credited to [account].
5.	This Utilisation Request is irrevocable.

Yours faithfully,

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

authorised signatory for
[name of relevant Borrower]

- 115 -

SCHEDULE 4
MANDATORY COST FORMULAE

1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Facility Agent shall calculate, as a percentage rate, a rate (the "Additional Cost Rate") for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Facility Agent as a weighted average of the Lenders' Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.
3.	The Additional Cost Rate for any Lender lending from a Facility Office in a Participating Member State will be the percentage notified by that Lender to the Facility Agent. This percentage will be certified by that Lender in its notice to the Facility Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender's participation in all Loans made from that Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that Facility Office.
4.	The Additional Cost Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Facility Agent as follows:
	(a)	in relation to a sterling Loan:
		AB+ C (B – D) + E x 0.01
			per cent. per annum
		100 – (A + C)

(b)	in relation to a Loan in any currency other than sterling:
	E x 0.01
		per cent. per annum
	300
Where:
A	is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.
B	is the percentage rate of interest (excluding the Margin and the Mandatory Cost and, if the Loan is an Unpaid Sum, the additional rate of interest specified in sub-clause 15.3.1 of Clause 15.3 (Default interest)) payable for the relevant Interest Period on the Loan.

- 116 -

C	is the percentage (if any) of Eligible Liabilities which that Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.
D	is the percentage rate per annum payable by the Bank of England to the Facility Agent on interest bearing Special Deposits.
E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Facility Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Facility Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5.	For the purposes of this Schedule:
	(a)	"Eligible Liabilities" and "Special Deposits" have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;
	(b)	"Fees Rules" means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;
	(c)	"Fee Tariffs" means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and
	(d)	"Tariff Base" has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.
6.	In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5 per cent. will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.
7.	If requested by the Facility Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Facility Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.
8.	Each Lender shall supply any information required by the Facility Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:
	(a)	the jurisdiction of its Facility Office; and
	(b)	any other information that the Facility Agent may reasonably require for such purpose.

- 117 -

	Each Lender shall promptly notify the Facility Agent of any change to the information provided by it pursuant to this paragraph.
9.	The percentages of each Lender for the purpose of A and C above and the rates of charge of each Reference Bank for the purpose of E above shall be determined by the Facility Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Lender notifies the Facility Agent to the contrary, each Lender's obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a Facility Office in the same jurisdiction as its Facility Office.
10.	The Facility Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is true and correct in all respects.
11.	The Facility Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.
12.	Any determination by the Facility Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.
13.	The Facility Agent may from time to time, after consultation with the Company and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions), such changes being consistent with any generally accepted conventions and market practice in the Relevant Interbank Market, and any such determination shall, in the absence of manifest or proven error, be conclusive and binding on all Parties.

- 118 -

SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To: [        ] as Facility Agent

From: [The Existing Lender] (the "Existing Lender") and [The New Lender] (the "New Lender")

Dated:

Shire plc – US$ 2,300,000,000 Multi-Currency Revolving Facilities Agreement dated 20
February 2007 (the "Agreement")

1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
2.	We refer to Clause 30.5 (Procedure for transfer):

(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in accordance with Clause 30.5 (Procedure for transfer).
(b)	The proposed Transfer Date is [        ].
(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 37.2 (Addresses) are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in sub-clause 30.4.3 of Clause 30.4 (Limitation of responsibility of Existing Lenders).
4.	The New Lender confirms that [it is a Qualifying Lender] [it is not a Qualifying Lender].1
5.	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.
6.	This Transfer Certificate is governed by English law.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments,]

¹ Delete as applicable

- 119 -

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ ].

[Facility Agent]

By:

- 120 -

SCHEDULE 6

FORM OF ACCESSION LETTER

To:[ ] as Facility Agent

From:[Subsidiary] and [Company]

Dated:

Dear Sirs

Shire plc – US$ 2,300,000,000 Multi-Currency and Term Revolving Facilities Agreement dated
20 February 2007 (the "Agreement")

1.	We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
2.	[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Agreement as an Additional [Borrower]/[Guarantor] pursuant to Clause [31.2 (Additional Borrowers)]/[Clause 31.4 (Additional Guarantors)] of the Agreement.
	[Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].
3.	[Subsidiary's] administrative details are as follows:
	Address:
	Fax No:
	Attention:
4.	This Accession Letter is governed by English law.
	[This Guarantor Accession Letter is entered into by a deed.]
	[Company]                                     [Subsidiary]/[New Holdco]

- 121 -

SCHEDULE 7

FORM OF RESIGNATION LETTER

To: [                 ] as Facility Agent

From: [resigning Obligor] and [Company]

Dated:

Dear Sirs

Shire plc – US$ 2,300,000,000 Multi-Currency Term and Revolving Facilities Agreement dated 20
February 2007 (the "Agreement")

1.	We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
2.	Pursuant to [Clause 31.3 (Resignation of a Borrower)]/[Clause 31.6 (Resignation of a Guarantor)], we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Agreement.
3.	We confirm that:
	(a)      no default is continuing or would result from the acceptance of this request; and
	(b)      [         ]
4.	This Resignation Letter is governed by English law.

[Company]	[Subsidiary]
By:	By:

- 122 -

SCHEDULE 8

FORM OF COMPLIANCE CERTIFICATE

To: [                 ] as Facility Agent

From: [Company]

Dated:

Dear Sirs

Shire plc – US$ 2,300,000,000 Multi-Currency Term and Revolving Facilities Agreement dated 20
February 2007 (the "Agreement")

1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
2.	We confirm that:
	[insert details of financial covenants and whether the Borrower is in compliance with those covenants]
3.	[We confirm that no Default is continuing.]
4.	We confirm that the Ratio of Net Debt to EBITDA is [•]:1, and that therefore the Facility A Margin should be [•] per cent. and the Revolving Facility Margin should be [•] per cent..

Signed:
Director	Director
of	Of
[Company]	[Company]

- 123 -

SCHEDULE 9

EXISTING SECURITY

Name of member of the	Security	Total Principal Amount of
Group		Indebtedness Secured
Shire LLC	Money Market Fund Account with STI Classic Funds, collateral against equipment leases	US$5,699,619
SPG Insurance Company Ltd.	Liquidity Fund account with Barclays Global Investors, collateral against Letter of Credit issued by Barclays in favour of Zurich Insurance	US$15,264,853
Shire Italy S.p.A.	Deposit Collateral for car leasing arrangement	EUR201,074
Shire Pharmaceuticals Iberia SL	Deposit Collateral against miscellaneous rental, lease and other obligations	EUR127,030
Shire France S.A.	Deposit Collateral against office rent and sub-contractor obligations	EUR132,226
Shire Deutschland GmbH & Co. KG	Deposit Collateral against office rent obligations	EUR61,804
Shire Holdings AG	Deposit Collateral against office rent obligations	CHF10,699
Transkaryotic or any of its Subsidiaries	Marketable Securities totalling US$7,821,790 collateral for letters of credit over lease obligations	US$7,821,790
Shire Human Genetic Therapies Srl	Research Grant guarantee	EUR 422,395.25

- 124 -

SCHEDULE 10

EXISTING LOANS

Name of member of the	Loan	Total Principal Amount of
Group		Existing Loans
Shire LLC	Loan Facility between Shire	US$43,103,041
	LLC and ID Biomedical
	Corporation

- 125 -

SCHEDULE 11

EXISTING FINANCIAL INDEBTEDNESS

Name of member of the	Financial Indebtedness	Total Principal Amount of
Group		Existing Financial
		Indebtedness
Shire Pharmaceuticals Inc.	Counter Indemnity from Shire Pharmaceuticals Inc. to PNC Bank, NA for US$68,824 Stand-by Letter of Credit ref: 18101044-00-000 in favour of Tredyffrin Township	US$6,257
SPG Insurance Company Ltd.	Liquidity Fund account with Barclays Global Investors, collateral against Letter of Credit issued by Barclays in favour of Zurich Insurance	US$15,264,853
Transkaryotic or any of its Subsidiaries	Marketable Securities totalling US$7,821,790 collateral for letters of credit over lease obligations	US$7,821,790
New River	US$137,750,000 3.50% Convertible Notes due 2013	US$137,750,000

- 126 -

SCHEDULE 12

FORM OF CONFIDENTIALITY UNDERTAKING

CONFIDENTIALITY AGREEMENT

DATED: 2007

PARTIES:

(1)	[ ] ("Discloser"); and
(2)	[ ] ("Recipient").

RECITALS

The Discloser is willing to disclose to the Recipient and the Recipient wishes to receive certain Confidential Information (as defined below) for the Purpose (as defined below) on the terms and conditions set out in this Agreement.

OPERATIVE PROVISIONS

1.	DEFINITIONS
1.1	In this Agreement:
	Affiliates	means any company or other entity which directly or indirectly controls, is controlled by or is under common control with a Party, where ‘control’ means the ownership of more than 50 per cent. of the issued share capital or other equity interest or the legal power to direct or cause the direction of the general management and policies of such Party, company or other entity;
	Confidential Information	means all information, data and any other material relating to Shire’s and its Affiliates’ business, projects or products, being information:

(i)	disclosed by the Discloser or its Representatives to the Recipient or its Representatives or acquired directly or indirectly from the Discloser or its Representatives by the Recipient or its Representatives in each case for the purposes of or in connection with the Purpose and whether in written, electronic, oral, visual or other form;
(ii)	generated by way of any analysis, compilations, data studies or other documents prepared by the Recipient or its Representatives containing,

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	reflecting or based in whole or in part on information referred to in (i) above; and
(iii)	regarding the existence, nature or status of any discussions between the Parties or their Representatives with respect to the Purpose, including the existence and terms of this Agreement;
Confidential Information shall not include information, data and any other material that:

(a)	is public knowledge at the time of disclosure under this Agreement or which subsequently becomes public knowledge (other than as a result of a breach of this Agreement or other fault on the part of the Recipient or its Representatives); or
(b)	was lawfully in the possession of the Recipient or its Representatives prior to its disclosure under this Agreement or which subsequently comes into its or their possession from a third party (to the best of its or their knowledge having made due enquiry, otherwise than in breach of any obligation of confidentiality owed to the Discloser or its Representatives, either directly or indirectly);

Party and Parties	means respectively the Discloser or the Recipient or, as the case may be, both such parties;
Purpose	means the use of the Confidential Information to allow [the Parties to discuss the possibility of the Recipient acquiring] / [the Recipient to acquire]2 an interest in a financial facility to Shire;
Representatives	means the Affiliates of each Party and the directors, officers, employees, agents, representatives, attorneys and advisors of each Party and each Party’s Affiliates; and

Shire means Shire plc, a company incorporated in England and Wales registered number 05492592, whose registered office is at Hampshire International Business Park, Chineham, Basingstoke, Hampshire RG24 8ED.

² Delete as appropriate

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1.2 In this Agreement, unless the context otherwise requires:

1.2.1	references to "persons" includes individuals, bodies corporate (wherever incorporated), unincorporated associations and partnerships;
1.2.2	the headings are inserted for convenience only and do not affect the construction of the Agreement;
1.2.3	references to one gender includes both genders; and
1.2.4	a "Party" includes references to that party’s successors and permitted assigns.

2.	USE AND NON-DISCLOSURE
2.1	Subject to the terms of this Agreement, in consideration of the disclosure of the Confidential Information by or on behalf of the Discloser to the Recipient or its Representatives, the Recipient undertakes:

2.1.1	not to use the Confidential Information nor allow it to be used by its Representatives for any purpose other than the Purpose and to cease to use it upon request by the Discloser;
2.1.2	to treat and maintain the Confidential Information in strict confidence and not to directly or indirectly communicate or disclose it in any way to any other person without the Discloser’s express prior written consent, except to such of the Recipient’s Representatives who reasonably require access to the Confidential Information for the Purpose and who are notified of the terms of this Agreement and who owe a duty of confidence to the Recipient in respect the Confidential Information;
2.1.3	to assume responsibility and liability for any breach of the terms of this Agreement by any of the Recipient’s Representatives (or actions which would amount to such a breach if the same were party to this Agreement) who have access to the Confidential Information; and
2.1.4	to take all reasonable measures and appropriate safeguards commensurate with those which the Recipient employs for the protection of its confidential information (and to procure that all such steps are taken by its Representatives) to maintain the confidentiality of the Confidential Information, to copy the Confidential Information only to the extent reasonably necessary to achieve the Purpose and not to permit unsupervised copying of the Confidential Information.

2.2 No disclosure or announcement to any third party of the Confidential Information may be made by the Recipient or on its behalf except where:

2.2.1 such disclosure is compelled by a court of law, statute, regulation or securities exchange;

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2.2.2	the Discloser has, where practicable, been given sufficient written notice in advance to enable it to seek protection or confidential treatment of such Confidential Information; and
2.2.3	such disclosure is limited to the extent actually so required.

3.	RIGHTS TO CONFIDENTIAL INFORMATION
3.1	The Recipient acknowledges that nothing in this Agreement is intended to amount to or implies any transfer, licence or other grant of rights in relation to the Confidential Information or any other patents, design right, trade marks, copyright or other intellectual property rights owned or used by the Discloser.
3.2	The Discloser and its Representatives give no warranty as to the completeness, sufficiency or accuracy of the Confidential Information and accepts no liability howsoever arising from the Recipient’s or its Representatives’ use of the Confidential Information. Accordingly, neither the Discloser nor its Representatives shall be liable for any direct, indirect or consequential loss or damage suffered by any person howsoever arising, whether in contract or tort, as a result of relying on any statement contained in or omitted from the Confidential Information. For the avoidance of doubt this clause is without prejudice to the express terms of any agreement entered into by the Discloser and/or its Representatives in connection with the Purpose.
3.3	Nothing in this Agreement shall be or be construed as being an agreement between the Parties or any of their respective Affiliates to enter into any arrangement or further agreement relating to the subject matter of this Agreement, any such arrangement or agreement being the subject of separate negotiations.
3.4	The Recipient acknowledges and agrees that all Confidential Information and all copies thereof shall be and remain the exclusive property of the Discloser. The Recipient shall or shall procure, on the Discloser’s request and at the Discloser’s option, either the destruction or return of the Confidential Information, without retaining any copies, extracts or other reproductions in whole or in part thereof other than to the extent required to be retained for legal or regulatory purposes (in respect of which the Recipient shall remain under an ongoing duty of confidence). On the Discloser’s request, all Confidential Information comprising analyses, compilations, data studies or other documents prepared by the Recipient or its Representatives containing or based in whole or in part on the Confidential Information received from the Discloser or reflecting the Recipient’s view of such Confidential Information shall be destroyed by the Recipient save to the extent required to be retained for legal or regulatory purposes (in respect of which the Recipient shall remain under an ongoing duty of confidence). Upon request, such return and/or destruction shall be certified in writing to the Discloser by an authorised officer of the Recipient supervising such destruction or return.
4.	REMEDIES
4.1	Due to the proprietary nature of the Confidential Information, the Parties understand and agree that the Discloser or its Affiliates may suffer irreparable harm in the event that the

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	Recipient fails to comply with any of the obligations contained herein and that monetary damages alone may not be an adequate remedy to compensate the Discloser or its Affiliates for such breach. Accordingly, the Parties agree that the Discloser or any of its Affiliates, as appropriate, shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the obligations contained in this Agreement.
5.	DURATION
5.1	The term of this Agreement shall be for a period of three (3) years from the date of disclosure under this Agreement.
6.	OTHER PROVISIONS
6.1	Any variation to this Agreement is only valid if it is in writing and signed by or on behalf of each party.
6.2	This Agreement may not be assigned by a Party without the prior written consent of the other Party.
6.3	Any delay or failure by the Discloser in exercising any right power or privilege under this Agreement shall not constitute a waiver of such right, power or privilege nor shall any single or partial exercise preclude any future exercise.
6.4	The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative, may be exercised as often as such Party considers appropriate and are in addition to its rights and remedies under general law.
6.5	The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
6.6	A person who is not a party to this Agreement other than the Discloser’s Affiliate shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. Notwithstanding the foregoing, this Agreement may be varied or terminated by agreement in writing between the parties or this Agreement may be rescinded (in each case), without the consent of any such Affiliates.
6.7	This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of the Agreement, and all of which, when taken together, shall be deemed to constitute one and the same agreement. Signatures to this Agreement transmitted by facsimile transmission, by electronic mail in "portable document format" (".pdf") form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.
6.8	This Agreement shall be governed by and construed in accordance with English law and subject to the exclusive jurisdiction of the English courts.

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Signed for and on behalf of	)
	)	Signature
	)
		Print Name
		Print Title
Signed for and on behalf of	)
	)	Signature
	)
		Print Name
		Print Title

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SCHEDULE 13

TIMETABLES

Revolving and Term Loans

	Loans in euro	Loans in domestic sterling	Loans in dollars	Loans in other currencies
Facility Agent notifies the	-	-		U-4
Company if a currency is
approved as an Optional
Currency in accordance with
Clause 4.4 (Conditions relating
to Optional Currencies)
Delivery of a duly completed	U-3	U	U-1	U-3
Utilisation Request (Clause 5.1	2.00pm	9.30am	2.00pm	2.00pm
(Delivery of a Utilisation Request))
Facility Agent determines (in	U-3	U	U-1	U-3
relation to a Utilisation) the	3.30pm	10.00am	3.30pm	3.30pm
Base Currency Amount of the
Loan, if required under Clause
5.4 (Lenders' participation)
Facility Agent notifies the	U-3	U	U-1	U-3
Lenders of the Loan in	5.00pm	10.30am	3.30pm	5.00pm
accordance with Clause 5.4
(Lenders' participation)
LIBOR is fixed	Quotation Day	Quotation Day	Quotation Day	Quotation Day
	as of 11:00	as of 11:00	as of 11:00	as of 11:00
	a.m. London	a.m.	a.m.	a.m.
	time

Swingline Loans
	Loans in euro	Loans in Dollars
Delivery of a duly completed	U	U
Utilisation Request (Clause 6.2	10.00am	11.00am (New York time)
(Delivery of a Utilisation Request for
Swingline Loans))
Swingline Agent determines (in	U	U
relation to a Utilisation) the Base

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Currency Amount of the Swingline	11.00am	1.00pm (New York time)
Loan, if required under Clause 6.4
(Swingline Lenders' Participation)
and notifies each Swingline Lender of
the amount of its participation in the
Swingline Loan under Clause 6.4
(Swingline Lenders Participation)

"U" = date of utilisation

"U - X" = X Business Days prior to date of utilisation

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SIGNATURES

SHIRE PLC

By:

Address:	Hampshire International Business Park
	Chineham
	Basingstoke
	Hampshire RG24 8ED
	Contact:	Group Treasurer (copy to Legal Department)
	Facsimile:	+44 (0)1256 894713

The Original Borrower

SHIRE PLC

By:

Address:	Hampshire International Business Park
	Chineham
	Basingstoke
	Hampshire RG24 8ED
	Contact:	Group Treasurer (copy to Legal Department)
	Facsimile:	+44 (0)1256 894713

The Original Guarantor

SHIRE PLC

By:

Address:	Hampshire International Business Park
	Chineham
	Basingstoke
	Hampshire RG24 8ED
	Contact:	Group Treasurer (copy to Legal Department)
	Facsimile:	+44 (0)1256 894713

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The Arrangers

ABN AMRO BANK N.V.

By:

Address:	250 Bishopsgate
	London EC2M 4AA
	Contact:	+ 44 (0)207 678 7022
	Facsimile:	+ 44 (0)207 678 6070

BARCLAYS CAPITAL

By:

Address:	5 The North Colonnade
	Canary Wharf
	London E14 5BB
	Contact:	+ 44 (0)207 773 2360
	Facsimile:	+ 44 (0)207 773 1572

CITIGROUP GLOBAL MARKETS LIMITED

By:

Address:	Citigroup Centre
	33 Canada Square
	Canary Wharf
	London E14 5LB
	Contact:	+44 (0)207 986 7160
	Facsimile:	+44 (0)207 986 8278

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THE ROYAL BANK OF SCOTLAND PLC

By:

Address:	135 Bishopsgate
	London EC2M 3UR
	Contact:	+ 44 (0)207 085 8732
	Facsimile:	+ 44 (0)207 085 5143

The Original Term Lenders

ABN AMRO BANK N.V.

By:

Address:	250 Bishopsgate
	London EC2M 4AA
	Contact:	+ 44 (0)207 678 7022
	Facsimile:	+ 44 (0)207 678 6070

BARCLAYS BANK PLC

By:

Address:	5 The North Colonnade
	Canary Wharf
	London E14 5BB
	Contact:	+ 44 (0)207 773 2360
	Facsimile:	+ 44 (0)207 773 1572

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CITIBANK, N.A., LONDON

By:

Address:	Citigroup Centre
	33 Canada Square
	Canary Wharf
	London E14 5LB
	Contact:	+44 (0)207 986 2669
	Facsimile:	+44 (0)207 986 4329

THE ROYAL BANK OF SCOTLAND PLC

By:

Address:	135 Bishopsgate
	London EC2M 3UR
	Contact:	+ 44 (0)207 085 8732
	Facsimile:	+ 44 (0)207 085 5143

The Original Revolving Lenders

ABN AMRO BANK N.V.

By:

Address:	250 Bishopsgate
	London EC2M 4A
	Contact:	+ 44 (0)207 678 7022
	Facsimile:	+ 44 (0)207 678 6070

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BARCLAYS BANK PLC

By:

Address:	5 The North Colonnade
	Canary Wharf
	London E14 5BB
	Contact:	+ 44 (0)207 773 2360
	Facsimile:	+ 44 (0)207 773 1572

CITIBANK, N.A., LONDON

By:

Address:	Citigroup Centre
	33 Canada Square
	Canary Wharf
	London E14 5LB
	Contact:	+44 (0)207 986 2669
	Facsimile:	+44 (0)207 986 4329

THE ROYAL BANK OF SCOTLAND PLC

By:

Address:	135 Bishopsgate
	London EC2M 3UR
	Contact:	+ 44 (0)207 085 8810
	Facsimile:	+ 44 (0)207 085 8732

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The Original Dollar Swingline Lenders

ABN AMRO BANK N.V.

By:

Address:	250 Bishopsgate
	London EC2M 4AA
	Contact:	+ 44 (0)207 678 7022
	Facsimile:	+ 44 (0)207 678 6070

BARCLAYS BANK PLC

By:

Address:	c/o Barclays Group Inc.,
	Client Services Unit as US Dollar Funding Administrator,
	11th Floor, 222 Broadway,
	New York, NY 10038 USA
	Contact:	+ 44 (0)207 773 2360
	Facsimile:	+ 44 (0)207 773 1572

CITICORP USA, INC.

By:

Address:	2 Penns Way,
	New Castle DE. 19720
	USA
	Contact:	+ 1 302 894 6109
	Facsimile:	+ 1 212 994 0847

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THE ROYAL BANK OF SCOTLAND PLC

By:

Address:	135 Bishopsgate
	London EC2M 3UR
	Contact:	+ 44 (0)207 085 8810
	Facsimile:	+ 44 (0)207 085 8732

The Original Euro Swingline Lenders

ABN AMRO BANK N.V.

By:

Address:	250 Bishopsgate
	London EC2M 4AA
	Contact:	+ 44 (0)207 678 7022
	Facsimile:	+ 44 (0)207 678 6070

BARCLAYS BANK PLC

By:

Address:	5 The North Colonnade
	Canary Wharf
	London E14 5BB
	Contact:	+ 44 (0)207 773 2360
	Facsimile:	+ 44 (0)207 773 1572

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CITIBANK, N.A., LONDON
By:
Address:	Citigroup Centre
	33 Canada Square
	Canary Wharf
	London E14 5LB
	Contact:	+ 44 (0)207 986 2669
	Facsimile:	+44 (0)207 986 4329

THE ROYAL BANK OF SCOTLAND PLC
By:
Address:	135 Bishopsgate
	London EC2M 3UR
	Contact:	+44 (0)207 085 8810
	Facsimile:	+44 (0)207 085 8732

The Facility Agent
BARCLAYS BANK PLC
By:
Address:	5 The North Colonnade
	Canary Wharf
	London E14 5BB
	Contact:	+44 (0)207 773 2360
	Facsimile:	+44 (0)207 773 1572

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The Dollar Swingline Agent
BARCLAYS BANK PLC
By:
Address:	c/o Barclays Group Inc.,
	Client Services Unit as US Dollar Funding Administrator,
	11th Floor, 222 Broadway,
	New York, NY 10038 USA
	Contact:	+44 (0)207 773 2360
	Facsimile:	+44 (0)207 773 1572
The Euro Swingline Agent
BARCLAYS BANK PLC
By:
Address:	5 The North Colonnade
	Canary Wharf
	London E14 5BB
	Contact:	+44 (0)207 773 2360
	Facsimile:	+44 (0)207 773 1572

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF MATTHEW EMMENS PURSUANT TO

RULE 13A-14 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

FORM 10-Q FOR THE QUARTER ENDED

MARCH 31, 2007 OF

SHIRE PLC

I, Matthew Emmens, certify that:

1.           I have reviewed this quarterly report on Form 10-Q of Shire plc;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2007

/s/ Matthew Emmens

Matthew Emmens

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF ANGUS RUSSELL PURSUANT TO

RULE 13A-14 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

FORM 10-Q FOR THE QUARTER ENDED

MARCH 31, 2007 OF

SHIRE PLC

I, Angus Russell certify, that:

1.           I have reviewed this quarterly report on Form 10-Q of Shire plc;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d - 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d - 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 1, 2007

/s/ Angus Russell

Angus Russell

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

The certification set forth below is being submitted in connection with the Quarterly Report on Form 10-Q of Shire plc for the quarter ended March 31, 2007 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

Matthew Emmens, the Chief Executive Officer and Angus Russell, the Chief Financial Officer of Shire plc, each certifies that, to the best of his knowledge:

1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Shire plc.

Date: May 1, 2007

/s/ Matthew Emmens

Matthew Emmens

Chief Executive Officer

/s/ Angus Russell

Angus Russell

Chief Financial Officer