Form 8 (OPD) Abbvie Inc.

THIS SECTION OF THE WEBSITE (“Web Page”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY SHIRE PLC (“Shire”) AND/OR ABBVIE INC. (“AbbVie”) IN CONNECTION WITH A POSSIBLE OFFER (“Offer”) BY ABBVIE FOR SHIRE.  ACCESS TO THIS WEB PAGE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS.  THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS WEB PAGE.

Disclaimer – Important

NOTE: ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS WEB PAGE BY SHIRE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS LOCATED OR RESIDENT IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH SHIRE REGARDS AS UNDULY ONEROUS (“Restricted Jurisdiction”).

If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Web Page and, depending on who you are and where you live and/or are located, it may affect your rights and/or responsibilities.

Basis of access

The information contained on this Web Page in respect of the Offer is made available in good faith and for information purposes only and does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

Please note that this notice may be altered or updated from time to time.  You should read it carefully in full each time you access the Web Page.

The information contained on this Web Page speaks only at the specified date of the relevant document or announcement reproduced on this Web Page, and neither Shire nor any of its affiliated companies has, or accepts, any responsibility or duty to update or revise any such information, document or announcement (other than to the extent such duty arises as a matter of law or regulation) and reserves the right to add to, remove or amend any information reproduced on this Web Page at any time in whole or in part at its sole discretion.

In relation to any document, announcement or information contained on the Web Page, the only responsibility accepted by the directors of Shire is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of Shire, nor Shire, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for, or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Web Page.

If you are in any doubt about the contents of this Web Page or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Forward-looking statements – “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995

The information on this Web Page, including information included or incorporated by reference, that are not historical facts are forward-looking statements.  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 adversely affected.  The risks and uncertainties include, but are not limited to, that:

• Shire’s products may not be a commercial success;
• revenues from ADDERALL XR are subject to generic erosion and revenues from INTUNIV will become subject to generic competition starting in December 2014;
• the failure to obtain and maintain reimbursement, or an adequate level of reimbursement, by third-party payors in a timely manner for Shire’s products may impact future revenues, financial condition and results of operations;
• Shire conducts its own manufacturing operations for certain of its Rare Diseases products and is reliant on third party contractors to manufacture other products and to provide goods and services. Some of Shire’s products or ingredients are only available from a single approved source for manufacture. Any disruption to the supply chain for any of Shire’s products may result in the Shire being unable to continue marketing or developing a product or may result in Shire being unable to do so on a commercially viable basis for some period of time;
• the development, approval and manufacturing of Shire’s products is subject to extensive oversight by various regulatory agencies. Submission of an application for regulatory approval of any of Shire’s product candidates, such as Shire’s planned submission of a New Drug Application to the FDA for lifitegrast as a treatment for the signs and symptoms of dry eye disease in adults, may be delayed for any number of reasons and, once submitted, may be subjected to lengthy review and ultimately rejected. Moreover, regulatory approvals or interventions associated with changes to manufacturing sites, ingredients or manufacturing processes could lead to significant delays, increase in operating costs, lost product sales, an interruption of research activities or the delay of new product launches;
• the actions of certain customers could affect Shire's ability to sell or market products profitably.  Fluctuations in buying or distribution patterns by such customers can adversely impact Shire’s revenues, financial conditions or results of operations;
• investigations or enforcement action by regulatory authorities or law enforcement agencies relating to Shire’s activities in the highly regulated markets in which it operates may result in the distraction of senior management, significant legal costs and the payment of substantial compensation or fines;
• adverse outcomes in legal matters and other disputes, including Shire’s ability to enforce and defend patents and other intellectual property rights required for its business, could have a material adverse effect on Shire’s revenues, financial condition or results of operations;
• Shire faces intense competition for highly qualified personnel from other companies, academic institutions, government entities and other organizations. Shire is undergoing a corporate reorganization and the consequent uncertainty could adversely impact Shire’s ability to attract and/or retain the highly skilled personnel needed for Shire to meet its strategic objectives;
• failure to achieve Shire’s strategic objectives with respect to the acquisition of ViroPharma Incorporated may adversely affect Shire’s financial condition and results of operations; and
• other risks and uncertainties detailed from time to time in Shire’s filings with the U.S. Securities and Exchange Commission, including those risks outlined in “Item 1A: Risk Factors” in Shire’s Annual Report on Form 10-K for the years ended December 31, 2013 and 2012.

No statement contained or referred to on this Web Page is intended to be a profit forecast, unless otherwise explicitly stated.

Overseas persons

The materials contained on this Web Page contain information in respect of the Offer.  Viewing this information may be unlawful if you are resident or located in a Restricted Jurisdiction.  In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials.  All persons resident or located outside the United Kingdom or the United States who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.  It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements.  If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Web Page by clicking on the “Decline” button at the top right of this page.

By choosing the “Accept” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction and that Shire is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws.  If you are not permitted to view the information on this website area, or viewing the information would result in a breach of the above, or if you are unable to give this representation, please exit this Web Page and do not view the content of any communication or document in relation to the Offer.

Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer.  Shire and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of Understanding and Acceptance of Disclaimer

• I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of this Web Page or parts thereof illegal.
• I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in this Web Page either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation.
• I represent and warrant to Shire that I intend to access the Web Page for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
• I agree to be bound by the terms of this notice.

ACCEPTANCE OF DISCLAIMER

By clicking on the “Accept” button at the top right of this page, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Web Page and agree to be bound by its terms.

By clicking on the “Decline” button at the top right of this page, you will not be able to proceed to the Web Page.

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