Attached files
| file | filename |
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| EX-31.1 - EXHIBIT 31.1 - Shire plc | dp30717_ex3101.htm |
| EX-2.6 - EXHIBIT 2.6 - Shire plc | dp30717_ex0206.htm |
| EX-31.2 - EXHIBIT 31.2 - Shire plc | dp30717_ex3102.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2012
Commission File Number: 0-29630
SHIRE PLC
(Exact name of registrant as specified in its charter)
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Jersey (Channel Islands)
(State or other jurisdiction of incorporation or organization)
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98-0601486
(I.R.S. Employer Identification No.)
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5 Riverwalk, Citywest Business Campus, Dublin 24, Republic of Ireland
(Address of principal executive offices and zip code)
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+353 1 429 7700
(Registrant’s telephone number, including area code)
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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 [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232,405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
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 [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
As at April 27, 2012 the number of outstanding ordinary shares of the Registrant was 562,532,330.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2012 (the “Form 10-Q”), is to re-file Exhibit 2.06 to the Form 10-Q. Exhibit 2.06 was originally filed with the SEC on May 9, 2012 as an exhibit to the Form 10-Q but as a result of an incorrect Electronic Data-Gathering, Analysis, and Retrieval system (“EDGAR”) submission tag assigned to it, Exhibit 2.06 was not publicly visible on the EDGAR website.
No other changes have been made to the Form 10-Q and this Amendment No.1 does not modify or update the disclosure in the Form 10-Q in any other way.
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ITEM 6. EXHIBITS
Exhibits
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2.01
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Agreement and Plan of Merger by and among Shire Pharmaceuticals Group plc, Transkaryotic Therapies, Inc. and Sparta Acquisition Corporation, dated as of April 21, 2005.(1)
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2.02
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Agreement of Merger dated as of February 20, 2007 among Shire plc, Shuttle Corporation and New River Pharmaceuticals, Inc.(2)
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2.03
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Business Combination Agreement dated as of July 3, 2008 between Maia Elfte Vermögensverwaltungs GmbH and Jerini AG. (3)
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2.04
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Heads of Agreement by and among Shire plc and Movetis NV relating to a friendly tender offer, dated August 3, 2010. (4)
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2.05
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Agreement and Plan of Merger, dated as of May 17, 2011, by and among Shire Pharmaceuticals Inc., ABH Merger Sub Inc., Advanced Biohealing, Inc., and solely for the limited purposes set forth therein, Canaan VII L.P. and Shire plc. (5)
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2.06*
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Agreement and Plan of Merger, dated as of March 14, 2012, by and among Shire Pharmaceuticals LLC, Pelegrina Corporation, FerroKin BioSciences, Inc. and Shareholder Representative Services LLC, solely for the limited purposes set forth therein. (6)
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3.01
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Form of Memorandum of Association of Shire plc as adopted by a special resolution passed on April 10, 2008 and amended by a special resolution passed on September 24, 2008. (7)
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3.02
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Form of Article of Association of Shire plc as amended by a special resolution passed on April 26, 2011 and adopted by a special resolution passed on April 26, 2011. (8)
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4.01
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Form of Assignment and Novation Agreement between Shire Limited, Shire plc, JPMorgan Chase Bank, N.A. dated April 16, 2008 relating to the Deposit Agreement among Shire plc, JPMorgan Chase Bank, N.A. as depositary and all holders from time to time of ADRs issued thereunder dated November 21, 2005.(9)
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4.02
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Form of Deposit Agreement among Shire plc, JPMorgan Chase Bank, N.A. as depositary and all holders from time to time of ADRs issued thereunder dated November 21, 2005. (10)
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4.03
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Form of Ordinary Share Certificate of Shire Limited. (11)
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4.04
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Form of American Depositary Receipt Certificate of Shire Limited. (12)
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4.05
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Trust Deed for the New Shire Income Access Trust, dated August 29, 2008. (13)
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6.06
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Form of Amended and Restated Deposit Agreement among Shire plc, Citibank, N.A. as successor depositary, and all holders from time to time of ADRs thereunder dated May 23, 2011 (14)
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10.01
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Tender and Support Agreement dated as of February 20, 2007 among Shire plc, Mr. Randal J. Kirk and the other parties named therein. (15)
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10.02
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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. (16)
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10.03
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Accession and Amendment Deed dated April 15, 2008 between Shire Limited, Shire plc, certain subsidiaries of Shire plc and Barclays Bank PLC as Facility Agent relating to a US $1,200,000,000 facility agreement dated February 20, 2007 (as amended by a syndication and amendment agreement dated July 19, 2007). (17)
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10.04
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Subscription Agreement dated May 2, 2007 relating to the 2.75% Convertible Bonds due 2014 between Shire plc and ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture) and Barclays Bank PLC and Citigroup Global Markets Limited and Goldman Sachs International and Morgan Stanley & Co. International plc and others. (18)
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10.05
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Amending Subscription Agreement dated May 8, 2007 relating to the 2.75% Convertible Bonds due 2014 between Shire plc and ABN AMRO Bank N.V. and NM Rothschild & Sons Limited (trading together as ABN AMRO Rothschild, an unincorporated equity capital markets joint venture) and Barclays Bank PLC and Citigroup Global Markets Limited and Goldman Sachs International and Morgan Stanley & Co. International plc and others. (19)
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3
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10.06
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Trust Deed dated May 9, 2007 relating to the 2.75% Convertible Bonds due 2014 between Shire plc and BNY Corporate Trustee Services Limited. (20)
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10.07
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Supplemental Trust Deed dated April 15, 2008 between Shire Limited, Shire plc and BNY Corporate Trustee Services Limited relating to a trust deed dated May 9, 2007 relating to US $1,100,000,000 2.75% Convertible Bonds due 2014. (21)
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10.08
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Accession and Amendment Agreement dated April 15, 2008 between Shire Limited, Shire plc, BNY Corporate Trustee Services Limited and The Bank of New York relating to a paying and conversion agency agreement dated May 9, 2007 relating to US $1,100,000,000 2.75% Convertible Bonds due 2014. (22)
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10.09*
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Revised and Restated Master License Agreement dated November 20, 1995 among Shire BioChem Inc (f/k/a BioChem Pharma Inc.), Glaxo Group Limited, Glaxo Wellcome Inc. (formerly Glaxo Canada Inc.), Glaxo Wellcome Inc. (formerly Glaxo Inc.), Tanaud Holdings (Barbados) Limited, Tanaud International B.V. and Tanaud LLC. (23)
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10.10*
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Settlement Agreement, dated August 14, 2006 by and between Shire Laboratories Inc. and Barr. (24)
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10.11*
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Product Development and License Agreement, dated August 14, 2006 by and between Shire LLC and Duramed Pharmaceuticals, Inc. (25)
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10.12*
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Product Acquisition and License Agreement, dated August 14, 2006 by and among Shire LLC, Shire plc and Duramed Pharmaceuticals, Inc. (26)
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10.13
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Service Agreement between Shire plc and Mr Angus Russell, dated March 10, 2004. (27)
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10.14
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Novation Agreement dated November 21, 2005 relating to the Employment Agreement of Angus Russell dated March 10, 2004. (28)
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10.15
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Novation Agreement dated April 11, 2008 relating to the Employment Agreement of Angus Russell dated March 10, 2004, as previously novated on November 21, 2005. (29)
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10.16
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Form of Amended and Restated Employment Agreement between Shire plc and Mr Matthew Emmens, dated March 12, 2004. (30)
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10.17
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Amendment Agreement dated November 21, 2005 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004. (31)
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10.18
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Ratification and Guaranty dated November 21, 2005 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004. (32)
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10.19
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Amendment Agreement dated May 20, 2008 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004, as amended on November 21, 2005. (33)
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10.20
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Ratification and Guaranty dated May 20, 2008 relating to the Amended and Restated Employment Agreement of Matthew Emmens dated March 12, 2004. (34)
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10.21
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Form of Indemnity Agreement for Directors of Shire Limited. (35)
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10.22
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Service Agreement between Shire Limited and Mr Angus Russell, dated July 2, 2008. (36)
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10.23
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Service Agreement between Shire Limited and Mr Graham Hetherington, dated July 2, 2008. (37)
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10.24
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Form of Settlement Agreement and Mutual Release in re: Transkaryotic Therapies, Inc., by and between Shire Human Genetic Therapies, Inc., Shire plc and the parties set forth therein. (38)
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10.25
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Amended Agreement dated February 24, 2009 relating to the Product Development and License Agreement dated August 14, 2006. (39)
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10.26
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Amendment of the Service Agreement of A.C Russell dated January 15, 2010. (40)
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10.27
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Amendment to the Shire Portfolio Share Plan as approved by the Annual General meeting held on April 27, 2010. (41)
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10.28
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Multicurrency revolving and swingline facilities agreement as at November 23, 2010 by and among Shire plc & with a number of financial institutions, for which Abbey National Treasury Services Plc (trading as Santander Global Banking and Markets), Bank of America Securities Limited, Barclays Capital, Citigroup Global Markets Limited, Lloyds TSB Bank plc and The Royal Bank of Scotland plc acted as mandated lead arrangers and bookrunners and Credit Suisse AG, London Branch, Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley Bank, N.A. and Sumitomo Mitsui Banking Corporation, Brussels Branch acted as arrangers. (42)
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4
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31.1
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Certification of Angus Russell pursuant to Rule 13a - 14 under The Exchange Act.(6)
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31.2
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Certification of Graham Hetherington pursuant to Rule 13a - 14 under The Exchange Act.(6)
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32.1
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Certification of Angus Russell and Graham Hetherington pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. †
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101.INS1
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XBRL Instance Document
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101.SCH†
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XBRL Taxonomy Extension Schema Document
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101.CAL†
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF†
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XBRL Taxonomy Definition Linkbase Document
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101.LAB†
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE†
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XBRL Taxonomy Extension Presentation Linkbase Document
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*
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Certain portions of this exhibit have been omitted intentionally, subject to a confidential treatment request. A complete version of this agreement has been filed separately with the Securities and Exchange Commission.
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†
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Filed with the SEC on May 9, 2012 as part of Shire’s Quarterly Report on Form 10-Q.
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(1)
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Incorporated by reference to Exhibit 99.02 to Shire's Form 8-K filed on April 25, 2005.
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(2)
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Incorporated by reference to Exhibit 2.1 to Shire's Form 8-K filed on February 23, 2007.
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(3)
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Incorporated by reference to Exhibit 2.1 to Shire's Form 8-K filed on July 10, 2008.
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(4)
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Incorporated by reference to Exhibit 2.04 to Shire's Form 10-Q filed on November 5, 2010.
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(5)
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Incorporated by reference to Exhibit 2.1 to Shire's Form 8-K filed on June 30, 2011.
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(6)
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Filed herewith.
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(7)
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Incorporated by reference to Exhibit 99.02 to Shire's Form 8-K filed on October 1, 2008.
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(8)
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Incorporated by reference to Exhibit 99.02 to Shire's Form 8-K filed on April 29, 2011.
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(9)
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Incorporated by reference to Exhibit 4.01 to Shire's Form 8-K filed on May 23, 2008.
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(10)
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Incorporated by reference to Exhibit 4.02 to Shire's Form 8-K filed on May 23, 2008.
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(11)
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Incorporated by reference to Exhibit 4.03 to Shire's Form 8-K filed on May 23, 2008.
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(12)
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Incorporated by reference to Exhibit 4.04 to Shire's Form 8-K filed on May 23, 2008.
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(13)
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Incorporated by reference to Exhibit 4.05 to Shire's Form 10-K filed on February 27, 2009.
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(14)
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Incorporated by reference to Exhibit 4.06 to Shire's Form F-6 filed on April 27, 2011.
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(15)
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Incorporated by reference to Exhibit 99.1 to Shire's Form 8-K filed on February 23, 2007.
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(16)
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Incorporated by reference to Exhibit 10.2 to Shire's Form 10-Q filed on May 1, 2007.
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(17)
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Incorporated by reference to Exhibit 10.01 to Shire's Form 8-K filed on May 23, 2008.
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(18)
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Incorporated by reference to Exhibit 10.1 to Shire's Form 10-Q filed on August 2, 2007.
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(19)
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Incorporated by reference to Exhibit 10.2 to Shire's Form 10-Q filed on August 2, 2007.
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(20)
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Incorporated by reference to Exhibit 10.3 to Shire's Form 10-Q filed on August 2, 2007.
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(21)
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Incorporated by reference to Exhibit 10.02 to Shire's Form 8-K filed on May 23, 2008.
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(22)
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Incorporated by reference to Exhibit 10.03 to Shire's Form 8-K filed on May 23, 2008.
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(23)
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Incorporated by reference to Exhibit 10.09 to Shire's Form 10-K/A filed on May 30, 2008.
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(24)
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Incorporated by reference to Exhibit 10.1 to Shire's Form 10-Q filed on November 7, 2006.
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(25)
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Incorporated by reference to Exhibit 10.2 to Shire's Form 10-Q filed on November 7, 2006.
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(26)
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Incorporated by reference to Exhibit 10.3 to Shire's Form 10-Q filed on November 7, 2006.
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5
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(27)
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Incorporated by reference to Exhibit 10.11 to Shire's Form 10-K filed on March 12, 2004.
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(28)
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Incorporated by reference to Exhibit 10.03 to Shire's Form 8-K filed on November 25, 2005.
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(29)
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Incorporated by reference to Exhibit 10.06 to Shire's Form 8-K filed on May 23, 2008.
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(30)
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Incorporated by reference to Exhibit 10.13 to Shire's Form 10-K filed on March 12, 2004.
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(31)
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Incorporated by reference to Exhibit 10.01 to Shire's Form 8-K filed on November 25, 2005.
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(32)
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Incorporated by reference to Exhibit 10.02 to Shire's Form 8-K filed on November 25, 2005.
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(33)
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Incorporated by reference to Exhibit 10.04 to Shire's Form 8-K filed on May 23, 2008.
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(34)
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Incorporated by reference to Exhibit 10.05 to Shire's Form 8-K filed on May 23, 2008.
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(35)
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Incorporated by reference to Exhibit 10.07 to Shire's Form 8-K filed on May 23, 2008.
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(36)
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Incorporated by reference to Exhibit 10.22 to Shire's Form 10-Q filed on November 10, 2008.
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(37)
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Incorporated by reference to Exhibit 10.23 to Shire's Form 10-Q filed on November 10, 2008.
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(38)
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Incorporated by reference to Exhibit 10.24 to Shire's Form 10-Q filed on November 10, 2008.
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(39)
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Incorporated by reference to Exhibit 10.25 to Shire's Form 10-Q filed on May 7, 2009.
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(40)
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Incorporated by reference to Exhibit 10.26 to Shire's Form 10-K filed on February 26, 2010.
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(41)
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Incorporated by reference to Exhibit 10.27 to Shire's Form 10-Q filed on May 6, 2010.
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(42)
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Incorporated by reference to Exhibit 10.28 to Shire's Form 10-K filed on February 23, 2011.
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6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: May 23, 2012
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/s/ Angus Russell
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| Angus Russell
Chief Executive Officer
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Date: May 23, 2012
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/s/ Graham Hetherington
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| Graham Hetherington
Chief Financial Officer
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