INVESTMENT AGREEMENT dated as of September 17, 2009 between Elan Corporation, plc and Janssen PharmaceuticalInvestment Agreement • February 25th, 2010 • Elan Corp PLC • Pharmaceutical preparations • New York
INVESTMENT AGREEMENT, dated as of September 17, 2009 (this “Agreement”), between Elan Corporation, plc, a public limited company incorporated under the laws of Ireland (the “Company”), and Janssen Pharmaceutical, an Irish unlimited company (“Investor”).
Dated as of September 17, 2009 SHAREHOLDERS’ AGREEMENT by and among JANSSEN PHARMACEUTICAL, JANSSEN ALZHEIMER IMMUNOTHERAPY (HOLDING) LIMITED, LATAM PROPERTIES HOLDINGS, JNJ IRISH INVESTMENTS ULC, ELAN CORPORATION, PLC, CRIMAGUA LIMITED, ELAN PHARMA...Shareholders’ Agreement • February 25th, 2010 • Elan Corp PLC • Pharmaceutical preparations
Exhibit A — Memorandum and Articles of Association Exhibit B — Form of Contribution Agreement Exhibit C — Form of Deed Poll of Adherence Exhibit D — Initial Contribution Agreement Exhibit E — Loan Agreement Exhibit F — Jupiter Universal Calendar
ASSET PURCHASE AGREEMENT among JANSSEN PHARMACEUTICAL, JUNO NEUROSCIENCES, ELAN CORPORATION, PLC and THE OTHER PARTIES IDENTIFIED HEREIN Dated as of July 2, 2009Asset Purchase Agreement • February 25th, 2010 • Elan Corp PLC • Pharmaceutical preparations • New York
ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of July 2, 2009, among JANSSEN PHARMACEUTICAL, an Irish Unlimited Company (“Jupiter Parent”), JUNO NEUROSCIENCES, an Irish Unlimited Company (the “Company”), ELAN CORPORATION, PLC, an Irish Public Limited Company (“Lucky Parent”), and THE SUBSIDIARIES OF LUCKY PARENT SET FORTH ON SCHEDULE A HERETO (collectively, the “Sellers”, and each, a “Seller”).
Dated 2 July 2009 and and SUBSCRIPTION AND TRANSFER AGREEMENT A&L GoodbodyAnd Transfer Agreement • February 25th, 2010 • Elan Corp PLC • Pharmaceutical preparations
Schedule 1 – Warranties Schedule 2 – Limitations Schedule 3 – Pre-Completion Requirements Schedule 4 – Details of Elan Share Capital Schedule 5 – Keavy Initial Shareholders Schedule 6 – Indemnification
Royalty AgreementRoyalty Agreement • February 25th, 2010 • Elan Corp PLC • Pharmaceutical preparations
Reference is made to the Asset Purchase Agreement dated as of July 2, 2009 among Janssen Pharmaceutical, an Irish Unlimited Company (“Jupiter Parent”), Janssen Alzheimer Immunotherapy (f/k/a Juno Neurosciences), an Irish Unlimited Company (the “Company”), Elan Corporation, plc, an Irish Public Limited Company (“Lucky Parent”), Crimagua Limited, an Irish Limited Company (“Lucky Sub-1”) and the other subsidiaries of Lucky Parent party thereto (as amended from time to time, the “Asset Purchase Agreement”) and the transactions contemplated thereby (collectively, the “Transactions”), including as set forth in: the Shareholders’ Agreement dated as of the date hereof (as amended from time to time, the “Shareholders’ Agreement”), by and among Jupiter Parent, Janssen Alzheimer Immunotherapy (Holding) Limited (f/k/a Juno Neurosciences (Holding) Limited), an Irish Limited Company (“Jupiter Sub-1”), Latam Properties Holdings, an Irish Unlimited Company, JNJ Irish Investments ULC, a Canadian Unlimi
