REGISTRATION RIGHTS AGREEMENT Dated November 22, 2006 among ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, CERTAIN SUBSIDIARY GUARANTORS and GOLDMAN, SACHS & CO., MORGAN STANLEY & CO. INCORPORATED AND J & E DAVYRegistration Rights Agreement • February 28th, 2007 • Elan Corp PLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into November 22, 2006, 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 GOLDMAN, SACHS & CO., MORGAN STANLEY & CO. INCORPORATED and J & E DAVY (the “Initial Purchasers”).
Private & Confidential 1st January, 2007Elan Corp PLC • February 28th, 2007 • Pharmaceutical preparations
CONSULTING AGREEMENTConsulting Agreement • February 28th, 2007 • Elan Corp PLC • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is made by and between Dennis J. Selkoe, M.D. (“Consultant”), an individual with an address of Center for Neurologic Diseases, Harvard Medical School, Brigham and Women’s Hospital, 77 Avenue Louis Pasteur, HIM 730, Boston, MA 02115, and Elan Pharmaceuticals, Inc., a Delaware corporation with an address of 800 Gateway Boulevard, South San Francisco, California 94080 (“Elan”), and is effective as of July 1, 2006 (“Effective Date”).
ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, The SUBSIDIARY NOTE GUARANTORS Party Hereto AND THE BANK OF NEW YORK, as TRUSTEE 8.875% SENIOR FIXED RATE NOTES DUE 2013 AND SENIOR FLOATING RATE NOTES DUE 2013 INDENTURE...Elan Corp PLC • February 28th, 2007 • Pharmaceutical preparations • New York
INDENTURE, dated as of November 22, 2006, among Elan Finance public limited company, a public limited liability company incorporated and registered under the laws of Ireland and Elan Finance Corp., a Delaware corporation, as co-issuers (together, the “Issuers”), Elan Corporation, plc as a guarantor of the Notes (the “Company”), the Subsidiary Note Guarantors party hereto and The Bank of New York, a New York banking corporation (the “Trustee”), as Trustee.
