Elan Corp PLC Sample Contracts

AND
Agreement • July 29th, 1999 • Elan Corp PLC • Pharmaceutical preparations • New York
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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 24th, 1997 • Elan Corp PLC • Pharmaceutical preparations • Florida
as TRUSTEE 7 3/4% SENIOR FIXED RATE NOTES DUE 2011 AND SENIOR FLOATING RATE NOTES DUE 2011 INDENTURE
Indenture • November 19th, 2004 • Elan Corp PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • June 7th, 2012 • Elan Corp PLC • Pharmaceutical preparations • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of February 3, 2012, by and among (i) ELAN CORPORATION, PLC, a company organized under the laws of the Republic of Ireland, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

RECITALS:
Amendment Agreement • May 19th, 1998 • Elan Corp PLC • Pharmaceutical preparations • New York
Exhibit 99.1 REGISTRATION RIGHTS AGREEMENT Dated November 16, 2004
Registration Rights Agreement • November 24th, 2004 • Elan Corp PLC • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 11th, 1998 • Elan Corp PLC • Pharmaceutical preparations • Delaware
AND
Confidential Treatment • September 11th, 2000 • Elan Corp PLC • Pharmaceutical preparations • New York
ELAN CAPITAL CORP., LTD., as Issuer, ELAN CORPORATION, PLC, as Guarantor, and THE BANK OF NEW YORK, as Trustee INDENTURE ________________
Indenture • November 12th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
VOTING AGREEMENT
Voting Agreement • May 11th, 1998 • Elan Corp PLC • Pharmaceutical preparations • Delaware
EX. 4(a)(3) =================================================================== ============= AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • Delaware
RECITALS
Common Stock Purchase Agreement • August 17th, 1999 • Elan Corp PLC • Pharmaceutical preparations • Delaware
ARTICLE 1 PURCHASE AND SALE OF NOTES AND WARRANT AND CONVERSION
Note Purchase and Warrant Agreement • May 19th, 1998 • Elan Corp PLC • Pharmaceutical preparations • New York
RECITALS
Stock Purchase Agreement • November 12th, 1998 • Elan Corp PLC • Pharmaceutical preparations • California
LEASE AGREEMENT
Lease Agreement • February 12th, 2013 • Elan Corp PLC • Pharmaceutical preparations • Massachusetts

THIS LEASE AGREEMENT (“Lease”) is made as of this 16th day of May, 2012, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

VOTING AGREEMENT
Voting Agreement • December 24th, 1997 • Elan Corp PLC • Pharmaceutical preparations • Florida
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ANTEGREN
Development and Marketing Collaboration Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
ELAN CORPORATION, plc 2006 LONG TERM INCENTIVE PLAN (2009 AMENDMENT AND RESTATEMENT) NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations

By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan.

SHAREHOLDER’S AGREEMENT BY AND AMONG ELAN CORPORATION, PLC ELAN SCIENCE THREE LIMITED AND ALKERMES, PLC DATED AS OF SEPTEMBER 16, 2011
S Agreement • February 23rd, 2012 • Elan Corp PLC • Pharmaceutical preparations

SHAREHOLDER’S AGREEMENT, dated as of September 16, 2011 (this “Agreement”), by and among Alkermes, plc, a public limited company incorporated in Ireland (registered number 498284), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Company”), Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Shareholder Parent”), and Elan Science Three Limited, a private limited company incorporated in Ireland (registered number 477401) and a wholly-owned Subsidiary (as defined below) of Shareholder Parent, whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Shareholder”).

REGISTRATION RIGHTS AGREEMENT Dated August 17, 2010 among ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, CERTAIN SUBSIDIARY GUARANTORS and MORGAN STANLEY & CO. INCORPORATED, CITIGROUP GLOBAL MARKETS INC. AND J & E DAVY
Registration Rights Agreement • December 13th, 2010 • Elan Corp PLC • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into August 17, 2010, among ELAN FINANCE PUBLIC LIMITED COMPANY, a public limited company incorporated and registered under the laws of Ireland and ELAN FINANCE CORP., a Delaware corporation (each, a co-issuer, and together, the “Issuer”), ELAN CORPORATION, PLC, a public limited company incorporated and registered under the laws of Ireland (the “Company”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”, and together with the Company, the “Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, CITIGROUP GLOBAL MARKETS INC. AND J & E DAVY (the “Initial Purchasers”).

ELAN CORPORATION, plc AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of May 17, 1996 As Further Amended and Restated as of _________, 2003
Deposit Agreement • November 12th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of May 17, 1996, as further amended and restated as of ___________, 2003 among ELAN CORPORATION, plc incorporated under the laws of the Republic of Ireland (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and Holders from time to time of American Depositary Receipts issued hereunder amending and restating the Deposit Agreement dated as of January 4, 1984 among the Company, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, and all Holders from time to time of American Depositary Receipts issued and hereunder as amended and restated as of July 9, 1990 among the Company, The Bank of New York and all Holders from time to time of American Depositary Receipts, and as further amended by Amendment No. 1 thereto dated as of July 31, 1990.

ROYALTY PARTICIPATION AGREEMENT between THERAVANCE, INC. and ELAN CORPORATION PLC Dated as of May 12, 2013 Article I DEFINITIONS AND INTERPRETATION Article II SALE OF BENEFICIAL INTEREST
Royalty Participation Agreement • May 17th, 2013 • Elan Corp PLC • Pharmaceutical preparations • New York

ROYALTY PARTICIPATION AGREEMENT, dated as of May 12, 2013 (this "Agreement"), between THERAVANCE, INC., a Delaware corporation ("Seller"), and ELAN CORPORATION PLC, an Irish public limited company ("Purchaser"; and each of Seller and Purchaser, a "Party" and together, the "Parties").

REGISTRATION RIGHTS AGREEMENT Dated October 1, 2012 among ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, CERTAIN SUBSIDIARY GUARANTORS and MORGAN STANLEY & CO. LLC
Registration Rights Agreement • October 4th, 2012 • Elan Corp PLC • Pharmaceutical preparations • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into October 1, 2012, among ELAN FINANCE PUBLIC LIMITED COMPANY, a public limited company incorporated and registered under the laws of Ireland and ELAN FINANCE CORP., a Delaware corporation (each, a co-issuer, and together, the “Issuer”), ELAN CORPORATION, PLC, a public limited company incorporated and registered under the laws of Ireland (the “Company”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”, and together with the Company, the “Guarantors”) and MORGAN STANLEY & CO. LLC, as representative of the several Initial Purchasers named in Schedule I hereto (the “Representative”).

Private & Confidential 1st January, 2007
Elan Corp PLC • February 28th, 2007 • Pharmaceutical preparations
Dated 11 March 2013 ELAN CORPORATION PLC AND
Receiving Agent Agreement • March 11th, 2013 • Elan Corp PLC • Pharmaceutical preparations

ADS means an American depositary share, each representing one Ordinary Share, evidenced by ADRs, issued by Citibank N.A., as depositary, pursuant to a deposit agreement dated 3 February 2012;

Dated 19 May 2013 ELAN PHARMA international limited and nerano pharma limited TRANSACTION AGREEMENT relating to the formation of speranza therapeutics limted (the Company) and related matters A&L Goodbody
Agreement • May 28th, 2013 • Elan Corp PLC • Pharmaceutical preparations

In consideration of the sum of €1.00 this day paid by Nerano to EPIL (the receipt and adequacy of which is hereby acknowledged) IT IS HEREBY AGREED as follows:

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