Common use of SWITCHING TO AN OFFER Clause in Contracts

SWITCHING TO AN OFFER. 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Takeda shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Offer rather than the Scheme (such election being a “Switch”) if: (A) Shire provides its prior written consent; (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Shire; (C) the board of Shire Directors: (i) withdraws or adversely modifies or adversely qualifies the Shire Board Recommendation; (ii) does not include the Shire Board Recommendation in the Scheme Document; or (iii) prior to publication of the Scheme Document, withdraws or adversely modifies or adversely qualifies its intention to give the Shire Board Recommendation in the Scheme Document, including making any public statement to such effect, or failing to publicly affirm or re-issue a statement of its intention to make the Shire Board Recommendation on an unmodified and unqualified basis before 5.00 p.m. on the 10th Business Day following Takeda’s reasonable request to do so; or (D) the Court Meeting and the Shire General Meeting are not held on or before the 22nd day after the expected date of such meetings as set out in the Scheme Document (or such later date as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) unless: (i) a supplementary circular is required to be published in connection with the Scheme, and as a result the Court Meeting and the Shire General Meeting cannot be held by such date in compliance with the Code and any other applicable Law, provided that Shire has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after the date on which the requirement to publish a supplementary circular arises; (ii) Takeda has committed a breach of Clause 3 or Clause 5 and such breach has caused the delay; or (iii) Takeda has adjourned or postponed the Takeda Shareholder Meeting in accordance with Clause 4.2(F) and the delay to the Court Meeting and the Shire General Meeting is required in order to ensure the Takeda Shareholder Meeting is held on the same date as (but by no later than 7:00 a.m. on) the date of the Court Meeting and the Shire General Meeting; or and for the purposes of this Agreement, a Switch in circumstances where: (i) Clause 7.1(A) applies but neither Clause 7.1(B) nor Clause 7.1(C) nor Clause 7.1

SWITCHING TO AN OFFER. 7.1 5.1 The parties currently intend intend, as at the date of this Agreement, that the Acquisition Transaction will be implemented by way of the Scheme. However, Takeda Offeror shall be entitled, with the consent of the PanelPanel (if required), to elect at any time to implement the Acquisition Transaction by way of the Offer Offer, rather than the Scheme (such election being a “Switch”) if: (A) Shire 5.1.1 the Company provides its prior written consent;; or (B) 5.1.2 a third party announces pursuant to Rule 2.7 of the Code a firm intention to make an offer (whether or not subject to the satisfaction or waiver of any pre-conditions) for all or part of the issued issued, and to be issued ordinary share capital of Shirethe Company; 5.1.3 a Company Board Adverse Recommendation Change occurs; or 5.1.4 without prejudice to Clause 5.1.3, any of the circumstances set out in Note 2 of Section 8 of Appendix 7 of the Code applies with respect to the Transaction. 5.2 In the event of an Agreed Switch, unless otherwise agreed with the Company or required by the Panel, the parties agree: 5.2.1 the Acceptance Condition shall be set at not more than 75 per cent. of the Company Shares to which the Offer relates or, where any of the circumstances set out in Note 2 on Section 8 of Appendix 7 of the Code applies (C) which for the board avoidance of Shire Directors: (i) withdraws or adversely modifies or adversely qualifies the Shire Board Recommendation; (ii) does not include the Shire doubt includes a Company Board Recommendation Change), at not more than 90 per cent. of Company Shares to which the Offer relates (or such lesser percentage as may be agreed between the parties in writing after (to the Scheme Document; or (iiiextent necessary) consultation with the Panel, being in any case more than 50 per cent. of the Company Shares to which the Offer relates) as Offeror may decide with, if and to the extent necessary, the consent of the Panel; 5.2.2 Offeror shall not prior to midnight on the 60th day after publication of the Scheme Document, withdraws or adversely modifies or adversely qualifies its intention to give Offer Document serve an acceptance condition invocation notice under Rule 31.6 of the Shire Board Recommendation in Code; 5.2.3 Offeror shall ensure that the Scheme Document, including making any public statement to such effect, or failing to publicly affirm or re-issue a statement of its intention to make the Shire Board Recommendation on an unmodified and unqualified basis before 5.00 p.m. Offer is made on the 10th Business Day following Takeda’s reasonable request to do so; or (D) the Court Meeting and the Shire General Meeting are not held on or before the 22nd day after the expected date of such meetings same terms as those set out in the Rule 2.7 Announcement and the only conditions of the Offer shall be the Conditions (subject to replacing the Scheme Document (Conditions with the Acceptance Condition referred to in Clause 5.2.1) and any other modifications or amendments to such later date terms and conditions as may be agreed in writing between the parties with the consent of the Panel and the approval of the Court (if such approval is required)) unless: (i) a supplementary circular is required to be published in connection with the Scheme, and necessary as a result of a switch from the Court Meeting Scheme to the Offer, unless the parties agree otherwise in writing or as may be required by the Panel; and 5.2.4 Offeror shall keep the Company informed, on a confidential basis and the Shire General Meeting cannot be held by such date in compliance with the Code and any other applicable Law, provided that Shire has used all reasonable endeavours to publish the supplementary circular as soon as reasonably practicable after following receipt of a written request from the Company, of the number of holders of Company Shares that have validly accepted the Offer or withdrawn their acceptance of the Offer, or incorrectly submitted their acceptance or withdrawal, the identity of such shareholders and the number of Company Shares to which such acceptances or withdrawals relate. 5.3 In the event of any Agreed Switch, the parties agree that all provisions of this Agreement relating to the Scheme and the Scheme Document and its implementation shall apply to the Offer, the Offer Document and its implementation mutatis mutandis, save as set out in this Clause 5. 5.4 Offeror hereby confirms that it is not, at the date on which the requirement to publish a supplementary circular arises; (ii) Takeda has committed a breach of Clause 3 or Clause 5 and such breach has caused the delay; or (iii) Takeda has adjourned or postponed the Takeda Shareholder Meeting in accordance with Clause 4.2(F) and the delay to the Court Meeting and the Shire General Meeting is required in order to ensure the Takeda Shareholder Meeting is held on the same date as (but by no later than 7:00 a.m. on) the date of the Court Meeting and the Shire General Meeting; or and for the purposes of this Agreement, and undertakes that (for so long as the Agreement is in force) it shall not become, following the date of this Agreement, required to make a Switch in circumstances where: (i) mandatory offer for the Company under Rule 9 of the Code, unless Clause 7.1(A) applies but neither Clause 7.1(B) nor Clause 7.1(C) nor Clause 7.15.1.1, 5.1.2, 5.1.3 or 5.1.4 applies.

SWITCHING TO AN OFFER. 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Takeda 9.1 AbbVie shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Offer rather than the Scheme (such election being an election, a “"Switch”") ifonly where: (A) 9.1.1 Shire provides its prior written consent; , in which case clause 9.2 shall apply (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Shire; (C) the board of Shire Directors: (i) withdraws or adversely modifies or adversely qualifies the Shire Board Recommendation; (ii) does not include the Shire Board Recommendation in the Scheme Document; or (iii) prior to publication of the Scheme Document, withdraws or adversely modifies or adversely qualifies its intention to give the Shire Board Recommendation in the Scheme Document, including making any public statement to such effect, or failing to publicly affirm or re-issue a statement of its intention to make the Shire Board Recommendation on an unmodified and unqualified basis before 5.00 p.m. on the 10th Business Day following Takeda’s reasonable request to do so"Agreed Switch"); or 9.1.2 Shire makes a Shire Adverse Recommendation Change. 9.2 In the event of an Agreed Switch: 9.2.1 the acceptance condition to the Offer (Dthe "Acceptance Condition") the Court Meeting and the Shire General Meeting are not held on or before the 22nd day after the expected date of such meetings as shall be set out in the Scheme Document at 90 per cent. (or such later date lesser percentage as may be agreed in writing between the parties Parties after, to the extent necessary, consultation with the Panel, being in any case more than fifty per cent. of the Shire Shares) of the Shire Shares to which the Offer relates; 9.2.2 AbbVie shall not take any actions which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and AbbVie shall ensure that the Offer remains open until such time; 9.2.3 AbbVie shall not waive, treat as fulfilled or otherwise amend the Acceptance Condition without the prior written consent of Shire where to do so would result in Shire Shareholders holding equal to or less than of 20% of New AbbVie upon completion of the Panel Merger; 9.2.4 AbbVie shall ensure that the only conditions of the Offer shall be the Conditions (unless the parties agree otherwise); 9.2.5 AbbVie shall keep Shire informed, on a regular basis and in any event by the next Business Day following a request from Shire of the number of Shire Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the approval identity of the Court (if such approval is required)) unless:shareholders; and (i) a supplementary circular is required to be published in connection with the Scheme, and as a result the Court Meeting and the Shire General Meeting cannot be held by such date in compliance with the Code and any other applicable Law, provided that Shire has used all reasonable endeavours to publish the supplementary circular 9.2.6 as soon as reasonably practicable after following such event or circumstance, provide reasonable details of the date on event which has occurred or circumstance which has arisen which AbbVie considers is sufficiently material for the requirement Panel to publish a supplementary circular arises;permit AbbVie to invoke any of the Conditions. (ii) Takeda has committed a breach 9.3 In the event of Clause 3 or Clause 5 and such breach has caused any Switch, the delay; or (iii) Takeda has adjourned or postponed the Takeda Shareholder Meeting in accordance with Clause 4.2(F) and the delay Parties agree that this Agreement shall be construed as far as possible to give effect to the Court Meeting and the Shire General Meeting is required in order to ensure the Takeda Shareholder Meeting is held on the same date as (but by no later than 7:00 a.m. on) the date intentions of the Court Meeting and the Shire General Meeting; or and for the purposes of Parties under this Agreement, a Switch in circumstances where: (i) Clause 7.1(A) applies but neither Clause 7.1(B) nor Clause 7.1(C) nor Clause 7.1.

SWITCHING TO AN OFFER. 7.1 The parties currently intend that the Acquisition will be implemented by way of the Scheme. However, Takeda 9.1 AbbVie shall be entitled, with the consent of the Panel, to implement the Acquisition by way of the Offer rather than the Scheme (such election being an election, a “Switch”) ifonly where: (A) 9.1.1 Shire provides its prior written consent; , in which case clause 9.2 shall apply (B) a third party announces a firm intention to make an offer for the issued and to be issued ordinary share capital of Shire; (C) the board of Shire Directors: (i) withdraws or adversely modifies or adversely qualifies the Shire Board Recommendation; (ii) does not include the Shire Board Recommendation in the Scheme Document; or (iii) prior to publication of the Scheme Document, withdraws or adversely modifies or adversely qualifies its intention to give the Shire Board Recommendation in the Scheme Document, including making any public statement to such effect, or failing to publicly affirm or re-issue a statement of its intention to make the Shire Board Recommendation on an unmodified and unqualified basis before 5.00 p.m. on the 10th Business Day following Takeda’s reasonable request to do so“Agreed Switch”); or 9.1.2 Shire makes a Shire Adverse Recommendation Change. 9.2 In the event of an Agreed Switch: 9.2.1 the acceptance condition to the Offer (Dthe “Acceptance Condition”) the Court Meeting and the Shire General Meeting are not held on or before the 22nd day after the expected date of such meetings as shall be set out in the Scheme Document at 90 per cent. (or such later date lesser percentage as may be agreed in writing between the parties Parties after, to the extent necessary, consultation with the Panel, being in any case more than fifty per cent. of the Shire Shares) of the Shire Shares to which the Offer relates; 9.2.2 AbbVie shall not take any actions which would cause the Offer not to proceed, to lapse or to be withdrawn in each case for non-fulfilment of the Acceptance Condition prior to the 60th day after publication of the Offer Document and AbbVie shall ensure that the Offer remains open until such time; 9.2.3 AbbVie shall not waive, treat as fulfilled or otherwise amend the Acceptance Condition without the prior written consent of Shire where to do so would result in Shire Shareholders holding equal to or less than of 20% of New AbbVie upon completion of the Panel Merger; 9.2.4 AbbVie shall ensure that the only conditions of the Offer shall be the Conditions (unless the parties agree otherwise); 9.2.5 AbbVie shall keep Shire informed, on a regular basis and in any event by the next Business Day following a request from Shire of the number of Shire Shareholders that have validly returned their acceptance or withdrawal forms or incorrectly completed their withdrawal or acceptance forms and the approval identity of the Court (if such approval is required)) unless:shareholders; and (i) a supplementary circular is required to be published in connection with the Scheme, and as a result the Court Meeting and the Shire General Meeting cannot be held by such date in compliance with the Code and any other applicable Law, provided that Shire has used all reasonable endeavours to publish the supplementary circular 9.2.6 as soon as reasonably practicable after following such event or circumstance, provide reasonable details of the date on event which has occurred or circumstance which has arisen which AbbVie considers is sufficiently material for the requirement Panel to publish a supplementary circular arises;permit AbbVie to invoke any of the Conditions. (ii) Takeda has committed a breach 9.3 In the event of Clause 3 or Clause 5 and such breach has caused any Switch, the delay; or (iii) Takeda has adjourned or postponed the Takeda Shareholder Meeting in accordance with Clause 4.2(F) and the delay Parties agree that this Agreement shall be construed as far as possible to give effect to the Court Meeting and the Shire General Meeting is required in order to ensure the Takeda Shareholder Meeting is held on the same date as (but by no later than 7:00 a.m. on) the date intentions of the Court Meeting and the Shire General Meeting; or and for the purposes of Parties under this Agreement, a Switch in circumstances where: (i) Clause 7.1(A) applies but neither Clause 7.1(B) nor Clause 7.1(C) nor Clause 7.1.