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 DAVYRegistration 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 FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, The SUBSIDIARY NOTE GUARANTORS Party Hereto AND THE BANK OF NEW YORK MELLON, as TRUSTEE AND THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as...Elan Finance • December 13th, 2010 • Elan Corp PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of August 17, 2010, 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, The Bank of New York Mellon, a New York banking corporation, London Branch, as Trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., a corporation incorporated under the laws of Luxembourg.
