EXECUTION COPY

(1)

ABBVIE INC. a Delaware corporation whose registered office in the State of Delaware is at c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, U.S.A. (“AbbVie”); and

(2)

SHIRE PLC a company incorporated in Jersey (registered number 99854) and whose registered office is at 22 Grenville Street, St Helier, Jersey, JE4 8PX (“Shire”),

(A)

The Parties entered into a co-operation agreement on 18 July 2014 in respect of the Proposed Merger (the “Co-operation Agreement”).

(B)

The AbbVie Directors have withdrawn their recommendation to AbbVie stockholders that they vote in favour of the resolutions required to implement the Proposed Merger.

(C)

The Proposed Merger is conditional upon, among other things, the affirmative approval of AbbVie stockholders. Following the withdrawal of the recommendation by the AbbVie Directors, the Parties consider that there is little prospect of the Proposed Merger being consummated.

(D)

AbbVie and Shire have determined that it is in their respective best interests to terminate the Co-operation Agreement, and to make certain other arrangements relating to the termination of Proposed Merger, as provided in this Agreement.

1.1

Clauses 1.2 to 1.6 (inclusive), 2 and 3 (inclusive) are in all respects conditional upon, and shall have effect from:

 

(A)

the receipt by Shire or Shire’s Solicitors of confirmation from the Panel that the Panel has received the AbbVie Letter (the “AbbVie Letter Condition”);

 

(B)

the receipt by AbbVie or AbbVie’s Solicitors of confirmation from the Panel that the Panel has received the Shire Letter (the “Shire Letter Condition”); and

 

(C)

the Panel having confirmed orally to AbbVie’s Solicitors and Shire’s Solicitors that:

 

(i)

the Panel consents to the release of an announcement by each of AbbVie and Shire relating to the termination of the Proposed Merger, in each case in the form agreed by the Panel; and

 

(ii)

the offer period in connection with the Proposed Merger will end pursuant to the City Code on Takeovers and Mergers upon the release of the announcement by Shire referred to in Clause 1.1(C)(i), (the “Panel Confirmation Condition“).

1.2

The Co-operation Agreement is hereby terminated and its provisions, including those provisions that are stated to survive termination under Clause 10.4 of the Co-operation Agreement, shall cease to have any force and effect.

1.3

Shire hereby irrevocably releases AbbVie from any and all liabilities, obligations, claims and causes of action arising out of or in connection with the Co-operation Agreement, provided that nothing in this Clause 1.3 shall affect the terms of this Agreement, the AbbVie Non-disclosure Agreement or the Shire Non-disclosure Agreement.

1.4

AbbVie hereby irrevocably releases Shire from any and all liabilities, obligations, claims and causes of action arising out of or in connection with the Co-operation Agreement, provided that nothing in this Clause 1.4 shall affect the terms of this Agreement, the AbbVie Non-disclosure Agreement or the Shire Non-disclosure Agreement.

1.5

Shire’s right to receive the Break Fee shall be the sole and exclusive remedy of Shire against AbbVie for any and all losses and damages suffered in connection with the Co-operation Agreement and the transactions and other actions contemplated by the Co-operation Agreement.

1.6

The Parties acknowledge and agree that this Agreement shall constitute a termination of the Co-operation Agreement for the purposes of Section 7.4 of the Delaware Merger Agreement, and the Delaware Merger Agreement may be terminated without the prior written consent of Shire.

2.1

In consideration of Shire incurring substantial costs and expenses in preparing and negotiating the Proposed Merger, the Co-operation Agreement and this Agreement, AbbVie shall pay the Break Fee to Shire by way of electronic funds transfer such that the Break Fee is received into the Shire Account by no later than 5.00 p.m. (London time) on the first Business Day next following the date on which the conditions specified in Clause 1.1 have been satisfied.

2.2

The payment of the Break Fee pursuant to Clause 2.1 shall be made by AbbVie free and clear of any set-off, claim, counterclaim, withholding or deduction.

2.3

AbbVie confirms that it is not aware of any fact or matter relating to AbbVie or the AbbVie Group that would require Abbvie to make any withholding or deduction from the Break Fee.

2.4

Shire confirms that it is not aware of any fact or matter relating to Shire or the Shire Group that would require Abbvie to make any withholding or deduction from the Break Fee. Shire also confirms that, upon receipt of the Break Fee into the Shire Account, the legal and beneficial owner of the Break Fee will be Shire.

2.5

In no event shall AbbVie be required to pay the Break Fee more than once.

2.6

AbbVie hereby:

 

(A)

releases each of the Shire Directors from any and all liabilities, obligations, claims and causes of action arising out of or in connection with the Irrevocable Undertakings and the undertakings given thereunder; and

 

(B)

agrees that each Irrevocable Undertaking shall be of no further force or effect.

2.7

Subject to Clause 2.8, during the period of two years from the date of this Agreement, AbbVie will not solicit, procure the solicitation of, endeavour to entice away or offer to employ or to enter into any contract for services with any person who works for Shire or any member of the Shire Group:

 

(A)

in respect of whom AbbVie and Shire agreed, at the time of the execution of the Co-operation Agreement, that an employee retention arrangement could be implemented;

 

(B)

who has at any time been engaged in the negotiations with AbbVie or its Agents in respect of the Proposed Merger, involving meaningful contact with any member of the AbbVie Group or their respective Agents;

 

(C)

who has at any time been engaged in the execution of the Proposed Merger, involving meaningful contact with any member of the AbbVie Group or their respective Agents; and/or

 

(D)

who has at any time been engaged in planning for the integration of the AbbVie Group and the Shire Group in respect of the Proposed Merger, involving meaningful contact with any member of the AbbVie Group or their respective Agents,

2.8

Nothing in Clause 2.7 will prevent AbbVie from:

 

(A)

considering and accepting an application made by any such person or employee in response to a recruitment advertisement published generally and not specifically directed at the employees of any member of the Shire Group; or

 

(B)

engaging any recruiting firm or similar organisation to identify or solicit individuals for employment on behalf of AbbVie (and soliciting any person identified by any such recruiting firm or organisation), provided no member of the AbbVie Group (nor their respective Agents) has specifically identified any individual in the categories set out in Clauses 2.7(A) to 2.7(D) (inclusive) to be solicited by such recruiting firm or organisation.

3.1

This Agreement constitutes notice by AbbVie to Shire, in accordance with the terms of the Shire Non-disclosure Agreement, that the Engagement Period (as defined in the Shire Non-disclosure Agreement) has ceased.

3.2

Subject to Clause 3.3, during the period of two years from the date of this Agreement, Shire will not solicit, procure the solicitation of, endeavour to entice away or offer to employ or to enter into any contract for services with any person who works for AbbVie or any member of the AbbVie Group who has at any time:

 

(A)

been engaged in the negotiations with Shire or its Agents in respect of the Proposed Merger;

 

(B)

been engaged in the execution of the Proposed Merger; and/or

 

(C)

been engaged in planning for the integration of the AbbVie Group and the Shire Group in respect of the Proposed Merger,

3.3

Nothing in Clause 3.2 will prevent Shire from:

 

(A)

considering and accepting an application made by any such person or employee in response to a recruitment advertisement published generally and not specifically directed at the employees of any member of the AbbVie Group; or

 

(B)

engaging any recruiting firm or similar organisation to identify or solicit individuals for employment on behalf of Shire (and soliciting any person identified by any such recruiting firm or organisation), provided no member of the Shire Group (nor their respective Agents) has specifically identified any individual in the categories set out in Clauses 3.2(A) to 3.2(C) (inclusive) to be solicited by such recruiting firm or organisation.

4.1

AbbVie shall use all reasonable endeavours to procure the satisfaction of the AbbVie Letter Condition as soon as reasonably practicable following the execution of this Agreement. Without prejudice to the generality of the foregoing sentence, AbbVie shall procure that the AbbVie Letter is delivered to the Panel promptly after the execution of this Agreement.

4.2

Shire shall use all reasonable endeavours to procure the satisfaction of the Shire Letter Condition as soon as reasonably practicable following the execution of this Agreement. Without prejudice to the generality of the foregoing sentence, Shire shall procure that the Shire Letter is delivered to the Panel promptly after the execution of this Agreement.

4.3

Each of AbbVie and Shire shall use all reasonable endeavours to procure (to the extent it is able) the satisfaction of the Panel Confirmation Condition as soon as reasonably practicable following the satisfaction of the AbbVie Letter Condition and the Shire Letter Condition.

5.1

AbbVie hereby confirms that in no event shall delivery of the Shire Letter to the Panel either:

 

(A)

constitute a Shire Adverse Recommendation Change (as defined in the Co-operation Agreement) for the purposes of the Co-operation Agreement; or

 

(B)

permit AbbVie to elect to terminate the Co-operation Agreement in accordance with Clause 10.2 of the Co-operation Agreement.

5.2

The Parties hereby agree that with effect from and conditional upon satisfaction of the Shire Letter Condition:

 

(A)

the word “or” shall be inserted at the end of Clause 10.2.1 of the Co-operation Agreement;

 

(B)

Clause 10.2.2 of the Co-operation Agreement shall be deleted in its entirety; and

 

(C)

Clause 10.2.3 of the Co-operation Agreement shall be renumbered as Clause 10.2.2.

 

(A)

it has the requisite power and authority to enter into and perform its obligations under this Agreement;

 

(B)

this Agreement constitutes its binding obligations in accordance with its terms; and

 

(C)

the execution and delivery of, and performance of its obligations under, this Agreement will not:

 

(ii)

save as fairly disclosed to the other Party, result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound; or

 

(iii)

result in a breach of any order, judgment or decree of any court of governmental agency to which is a party or by which it is bound.

8.1

No Party may assign (whether absolutely or by way of security and whether in whole or in part), transfer, mortgage, charge, declare itself a trustee for a third party of, or otherwise dispose of (in any manner whatsoever) the benefit of this Agreement or sub contract or delegate in any manner whatsoever its performance under this Agreement (each of the above a “dealing”) and any such purported dealing in contravention of this Clause 8.1 shall be ineffective.

8.2

If any provision or part of this Agreement is void or unenforceable due to any applicable law, it shall be deemed to be deleted and the remaining provisions of this Agreement shall continue in full force and effect.

8.3

Without prejudice to Clause 8.10, no variation to this Agreement shall be effective unless made in writing (which for this purpose, does not include email) and executed by each of the Parties. The expression “variation” includes any variation, amendment, supplement, deletion or replacement, however effected.

8.4

Except as otherwise expressly provided, time is of the essence in this Agreement.

8.5

This Agreement represents the entire understanding, and constitutes the whole agreement in relation to its subject matter and supersedes any previous agreement between the Parties with respect thereto and, without prejudice to the generality of the foregoing, excludes any warranty, condition or other undertaking implied at law or by custom.

8.6

Each Party confirms that, except as provided in this Agreement, no Party has relied on any undertaking, representation or warranty by a Party which is not contained in this Agreement and, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement, no Party shall be under any liability or shall have any remedy in respect of any misrepresentation or untrue statement unless and to the extent that a claim lies under this Agreement.

8.7

This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts shall together constitute one instrument.

8.8

With the exception of the rights of the Shire Directors pursuant to Clause 2.6, no term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a Party to this Agreement.

8.9

The rights of the Shire Directors under Clause 2.6 are also subject to the terms of Clause 9 of this Agreement.

8.10

The Parties to this Agreement may by agreement rescind or vary (in accordance with Clause 8.3) any term of this Agreement, except for Clause 2.6, without the consent of any of the Shire Directors.

8.11

A notice, approval, consent or other communication in connection with this Agreement must be in writing and must be left at the address of the addressee, or sent by pre-paid registered post to the address of the addressee or sent by email or facsimile to the email address or facsimile number of the addressee which is specified in this Clause 8.11 or to such other address, email address or facsimile number as may be notified by such addressee by giving notice in accordance with this Clause 8.11. The address, email address and facsimile number of each Party is:

8.12

A notice given under Clause 8.11 shall conclusively be deemed to have been received on the next working day in the place to which it is sent if sent by fax, at the time of delivery if delivered by email or personally and one Business Day after posting if sent by registered mail.

8.13

Each Party shall bear all costs incurred by it in connection with the preparation, negotiation and entry into this Agreement and the documents to be entered into pursuant to it.

9.1

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

9.2

Each Party irrevocably agrees that the Courts of England shall have exclusive jurisdiction in relation to any dispute or claim arising out of or in connection with this Agreement or its subject matter, existence, negotiation, validity, termination or enforceability (including non-contractual disputes or claims). Each Party agrees that a final judgment in any such dispute or claim shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable law.

9.3

Each Party irrevocably waives any right that it may have to object to an action being brought in those Courts, to claim that the action has been brought in an inconvenient forum, or to claim that those Courts do not have jurisdiction.

10.1

AbbVie hereby appoints AbbVie Ltd (attention: Matt Regan, General Manager), Abbott House, Vanwall Business Park, Vanwall Road, Maidenhead, Berkshire SL6 4XE, United Kingdom to be its agent for service of process in England and Wales in connection with any notice, writ, summons, order, judgment or other document relating to or in connection with any proceedings connected to this Agreement.

10.2

Shire hereby appoints Shire Pharmaceuticals Group of Lime Tree Way, Hampshire Int Business Park, Chineham, Basingstoke, Hampshire, RG24 8EP to be its agent for service of process in England and Wales in connection with any notice, writ, summons, order, judgment or other document relating to or in connection with any proceedings connected to this Agreement.

(A)

terms and expressions defined in the Companies Act 2006 and not expressly defined in this Agreement, including the expressions “subsidiary” and “subsidiary undertaking”, shall, unless the context otherwise requires, have the meanings given in that Act;

(B)

“associated undertaking” has the meaning ascribed to it in Schedule 6 of The Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008 (SI 2008/410) (but for this purpose ignoring paragraph 19(1)(b) of Schedule 6 of those Regulations);

(C)

any reference to this Agreement includes the Schedules to it, each of which forms part of this Agreement for all purposes;

(D)

a reference to an enactment or statutory provision shall be construed as a reference to any subordinate legislation made under the relevant enactment or statutory provision and shall be construed as a reference to that enactment, statutory provision or subordinate legislation as from time to time amended, consolidated, modified, re-enacted or replaced;

(E)

words in the singular shall include the plural and vice versa;

(F)

references to one gender include other genders;

(G)

references to a “company” shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established;

(H)

a reference to a Recital, Clause, Schedule (other than to a schedule to a statutory provision) shall be a reference to a Recital, Clause, Schedule (as the case may be) of or to this Agreement;

(I)

a reference to “includes” or “including” shall mean “includes without limitation” or “including without limitation”;

(J)

the headings in this Agreement are for convenience only and shall not affect its interpretation; and

(K)

a reference to any other document referred to in this Agreement is a reference to that other document as amended, varied, novated or supplemented at any time.

1.

the Shire Board has withdrawn its recommendation to Shire Shareholders to vote in favour of the Scheme of Arrangement;

2.

Shire will not proceed with the Scheme of Arrangement and will not publish the Scheme Circular; and

3.

to the extent that any formal steps are required to be taken by Shire to ensure that the Scheme of Arrangement does not proceed, Shire undertakes to take such steps.

1.

the AbbVie Board has withdrawn its recommendation to AbbVie Stockholders to vote in favor of the adoption of the US Merger Agreement;

2.

AbbVie will not proceed with the Offer and will not exercise any rights it may have to implement the Offer by way of a takeover offer; and

3.

AbbVie does not believe that there are any formal steps required to be taken by AbbVie to ensure that the Offer does not proceed; however, to the extent there are any, AbbVie undertakes to take such steps.

Executed as a deed by

AbbVie Inc.

acting by William Chase who, in accordance with the laws

of Delaware, is acting under the authority of AbbVie Inc.

Executed as a deed by

Shire pic

acting by Dr Steven Gillis, who, in accordance with the

laws of Jersey, is acting under the authority of Shire pic