F-4/A

As filed with the Securities and Exchange Commission on June, 22, 2011

Registration No. 333-173144-16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

Form F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ELAN FINANCE PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

Ireland	2834	98-0573539
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

ELAN FINANCE CORP.

(Exact name of registrant as specified in its charter)

Delaware	2834	20-2143397
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Treasury Building, Lower Grand Canal Street

Dublin 2, Ireland

011-353-1-709-4000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

(See Table of Additional Registrants)

National Registered Agents, Inc.

875 Avenue of the Americas, Suite 501

New York, New York 10001

(800) 767-1553

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Christopher T. Cox, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

(212) 701-3000

Approximate date of commencement of proposed issuance of the securities to the public:  As soon as practicable after this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  o

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Additional Registrants

	State or Other
	Jurisdiction of	Primary Standard
Exact Name of Registrant as	Incorporation	Industrial Classification		I.R.S. Employer
Specified in its Charter	or Organization	Code Number		Identification No.
Elan Corporation, plc	Ireland		2834	98-0487435
Elan Holdings Limited	Ireland		2834	98-0112748
Elan Management Limited	Ireland		2834	98-0464854
Elan Pharma International Limited	Ireland		2834	98-0551187
Elan Science Four Limited	Ireland		2834	Not Applicable
Elan Transdermal Limited	Ireland		2834	Not Applicable
The Institute of Biopharmaceutics, Limited	Ireland		2834	Not Applicable
Keavy Finance Limited	Ireland		2834	Not Applicable
Crimagua Limited	Ireland		2834	Not Applicable
Orchardbrook Limited	Ireland		2834	Not Applicable
Elan Pharma Limited	United Kingdom		2834	Not Applicable
Meadway Pharmaceuticals Ltd.	United Kingdom		2834	Not Applicable
The Liposome Company Limited	United Kingdom		2834	Not Applicable
Monksland Holdings B.V.	The Netherlands		2834	Not Applicable
Elan International Insurance Ltd.	Bermuda		2834	Not Applicable
Elan International Services Ltd.	Bermuda		2834	Not Applicable
Neuralab Limited	Bermuda		2834	Not Applicable
Athena Neurosciences, Inc.	Delaware		2834	33-0204761
Elan Drug Delivery, Inc.	Delaware		2834	75-2971178
Elan Holdings, Inc.	Massachusetts		2834	04-2903487
Elan Pharmaceuticals, Inc.	Delaware		2834	77-0128552

The address and telephone number of the other registrants is c/o Elan Corporation, plc, Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, 011-353-1-709-4000.

The information in this prospectus is not complete and may be changed. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to acquire these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED JUNE 22, 2011

PROSPECTUS

Elan Finance public limited company

and

Elan Finance Corp.

Offer to Exchange

up to

$200,000,000 Aggregate Principal Amount of our outstanding

8.75% Senior Notes due 2016 (CUSIP Nos. 284138AL8 and G29543AF5)

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

for up to

$200,000,000 Aggregate Principal Amount of 8.75% Senior Notes due 2016

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

and

Registered Under the Securities Act of 1933, as amended.

We are conducting the exchange offer in order to provide you with an opportunity to exchange your unregistered notes for freely tradable notes that have been registered under the Securities Act.

Material Terms of Exchange Offer:

•  Expires 5:00 p.m., New York City time, on          , 2011, unless extended.

•  Subject to certain customary conditions which may be waived by us.

•  Any outstanding Notes not validly tendered will remain subject to existing transfer restrictions.

•  All outstanding Notes that are validly tendered and not withdrawn will be exchanged.

•  Tenders of outstanding Notes may be withdrawn any time prior to the expiration of this exchange offer.

•  The exchange of the outstanding Notes will not be a taxable exchange for U.S. tax purposes or for the purposes of Irish tax on capital gains.

•  We will not receive any cash proceeds from the exchange offer.

•  The terms of the exchange Notes and guarantees to be issued in exchange for the outstanding Notes and guarantees are substantially identical to the outstanding Notes and guarantees, except for certain transfer restrictions and registration rights relating to the outstanding Notes.

See “Risk Factors,” beginning on page 8, for a discussion of certain factors that should be considered by holders before tendering their outstanding Notes in the exchange offer.

There has not previously been any public market for the Notes that will be issued in the exchange offer. We do not intend to list the exchange Notes on any securities exchange or for inclusion of the exchange Notes in any automated quotation system. There can be no assurance that an active market for such exchange Notes will develop.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is          , 2011.

This prospectus incorporates important business and financial information that is not delivered with this prospectus. These documents are available without charge to each person to whom this prospectus is delivered upon the written or oral request of such person to: Elan Corporation, plc, Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland, 011-353-1-709-400, Attention: Company Secretary. In order to ensure timely delivery of these documents, please make your request as soon as practicable and, in any event, no later than five business days prior to the expiration date of the exchange offer.

TABLE OF CONTENTS

	Page
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		iii
FORWARD-LOOKING STATEMENTS		iv
BASIS OF PRESENTATION		v
NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS		vi
WHERE YOU CAN FIND MORE INFORMATION		vi
SUMMARY		1
RISK FACTORS		8
USE OF PROCEEDS		15
THE EXCHANGE OFFER		16
CAPITALIZATION		25
DESCRIPTION OF OTHER DEBT		26
DESCRIPTION OF THE EXCHANGE NOTES		27
BOOK-ENTRY		75
PLAN OF DISTRIBUTION		78
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES		79
IRELAND TAXATION		83
LEGAL MATTERS		86
EXPERTS		86
EX-5.1
EX-5.2
EX-5.3
EX-5.4
EX-5.5
EX-5.6
EX-12.1
EX-23.7
EX-25.1
EX-99.1
EX-99.2
EX-99.3
EX-99.4

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY OR EXCHANGE, ANY SECURITIES OFFERED HEREBY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS OR THE AFFAIRS OF ELAN OR ITS OTHER SUBSIDIARIES OR THAT THE INFORMATION SET FORTH HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE SECURITIES.

You should rely only on the information contained or incorporated in this prospectus. Neither we nor Elan or its other subsidiaries have authorized anyone to provide you with information different from that contained or incorporated in this prospectus. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.

Any broker-dealer that resells exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any broker-dealer that receives exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange Notes. In addition, any profit of any such resale of exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal

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states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. By acceptance of the exchange offer, each broker-dealer that receives exchange Notes pursuant to the exchange offer hereby agrees to notify us prior to using this prospectus in connection with the sale or transfer of exchange Notes, and acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in this prospectus untrue in any material respect or which requires the making of any changes in this prospectus in order to make the statements herein not misleading (which notice we agree to deliver promptly to such broker-dealer), such broker-dealer will suspend use of this prospectus until we have amended or supplemented the prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented prospectus to such broker-dealer. See “Plan of Distribution.”

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The Securities and Exchange Commission (the “Commission” or the “SEC”) allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. The following documents filed by Elan with the Commission are incorporated herein by reference and shall be deemed to be a part of this prospectus:

•  Elan Corporation, plc’s Annual Report on Form 20-F for the year ended December 31, 2010, filed with the Commission on February 24, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 3, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 8, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 9, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 10, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 23, 2011 relating to Elan’s presentation at the Cowen and Company 31st Annual Health Care Conference;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 23, 2011 relating to Elan’s global business relationship with PPD in drug development;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 25, 2011 relating to the ABRAXANE^® settlement;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 25, 2011 relating to the filing of Elan’s Annual Report on Form 20-F for year ended December 31, 2010;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on February 28, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on March 1, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission furnished on March 10, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on March 15, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on March 25, 2011, relating to Elan’s Annual Report for the year ended December 31, 2010;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on March 25, 2011 relating to Elan’s filing its Annual Report for year ended December 31, 2010;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on April 6, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on April 18, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on April 19, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on April 20, 2011;

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•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on April 28, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on May 9, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on May 25, 2011;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on June 2, 2011 relating to Elan’s presentation at Jefferies 2011 Global Healthcare Conference;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on June 2, 2011 relating to the appointment of principal accounting officer;

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on June 7, 2011; and

•  Elan Corporation, plc’s Report of Foreign Private Issuer on Form 6-K furnished to the Commission on June 22, 2011.

All documents and reports filed by Elan with, or furnished by Elan to, the Commission pursuant to Section 13(a), 13(c), or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this prospectus and prior to the termination of this exchange offer shall be deemed incorporated herein by reference and shall be deemed to be a part hereof from the date of filing of such documents and reports; provided that, with respect to any Report of Foreign Private Issuer on Form 6-K, only those reports that are expressly designated therein as being incorporated by reference into this prospectus shall be deemed incorporated by reference herein. Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this document to the extent that a statement contained herein or in any subsequently filed document or report that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this document.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, our and Elan’s financial condition, results of operations and business prospects and the products in research that involve substantial risks and uncertainties.

These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “will” and similar terms and phrases, including references to assumptions. These statements are contained in sections entitled “Summary,” “Risk Factors,” and other sections of documents and reports contained or incorporated in this prospectus.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expected, estimated or projected. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

•  the risks and uncertainties described in the “Risk Factors” section of this prospectus;

•  any negative developments relating to Tysabri^® (natalizumab), such as safety or efficacy issues (including deaths and cases of progressive multifocal leukoencephalopathy (PML)), the introduction or greater acceptance of competing products, including biosimilars, or adverse regulatory or legislative developments may reduce our revenues and adversely affect our results of operations;

•  the potential for the successful development and commercialization of additional products;

•  the effects of settlement with the U.S. government relating to marketing practices with respect to our former Zonegran^® (zonisamide) product, which required us to pay $203.5 million in fines and to take other actions that could have a material adverse effect on Elan;

iv

•  our ability to maintain financial flexibility and sufficient cash, cash equivalents, and investments and other assets capable of being monetized to meet our liquidity requirements;

•  whether restrictive covenants in our debt obligations will adversely affect us;

•  our dependence on Johnson & Johnson and Pfizer Inc. (Pfizer) for the development and potential commercialization, and the funding potentially required from us for such development and potential commercialization, of bapineuzumab and any other potential products in the Alzheimer’s Immunotherapy Program (AIP);

•  the success of our research and development (R&D) activities and R&D activities in which we retain an interest, including, in particular, whether the Phase 3 clinical trials for bapineuzumab (AAB-001) are successful, and the speed with which regulatory authorizations and product launches may be achieved;

•  Johnson & Johnson is our largest shareholder with an 18.3% interest in our outstanding ordinary shares and is largely in control of our remaining interest in the AIP; Johnson & Johnson’s interest in Elan and the AIP may discourage others from seeking to work with or acquire us;

•  competitive developments, including the introduction of generic or biosimilar competition following the loss of patent protection or marketing exclusivity for a product; in particular several of the products from which we derive manufacturing or royalty revenues are under patent challenge by potential generic competitors;

•  our ability to protect our patents and other intellectual property;

•  difficulties or delays in manufacturing Tysabri (we are dependent on Biogen Idec, Inc. for the manufacture of Tysabri);

•  pricing pressures and uncertainties regarding healthcare reimbursement and reform;

•  failure to comply with anti-kickback, bribery and false claims laws in the United States and elsewhere;

•  extensive government regulation;

•  risks from potential environmental liabilities;

•  failure to comply with our reporting and payment obligations under Medicaid or other government programs;

•  legislation affecting pharmaceutical pricing and reimbursement, both in the United States and Europe;

•  exposure to product liability risks;

•  an adverse effect that could result from the putative class action lawsuits alleging we disseminated false and misleading statements related to bapineuzumab and the outcome of our other pending or future litigation;

•  the volatility of our stock price;

•  some of our agreements that may discourage or prevent others from acquiring us;

•  governmental laws and regulations affecting domestic and foreign operations, including tax obligations;

•  general changes in U.S. generally accepted accounting principles and IFRS; and

•  the impact of acquisitions, divestitures, restructurings, product withdrawals and other unusual items.

A further list and description of these risks, uncertainties and other matters can be found in Elan’s Annual Report on Form 20-F for the year ended December 31, 2010 incorporated by reference herein. Neither we nor Elan assumes any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, Elan’s and our actual results may vary materially from those expected, estimated or projected.

The information contained in this prospectus is a statement of Elan’s and our present intention, beliefs or expectations and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, the economy in general and their and our assumptions. We or Elan may change our or their intention, belief or expectation, at any time and without notice, based upon any changes in such factors, in our or their assumptions or otherwise. We do not undertake to update the forward-looking statements or risk factors contained or incorporated in this prospectus to reflect future events or circumstances.

v

The cautionary statements contained in this prospectus should be considered in connection with any subsequent written or oral forward-looking statements that we, Elan or persons acting on our or its behalf may issue. Neither we nor Elan or any of our or its affiliates undertakes any obligation to review or confirm analysts’ expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

BASIS OF PRESENTATION

Unless we indicate otherwise or the context otherwise requires, in this prospectus when we refer to:

•  “Elan”, we are referring to Elan Corporation, plc and its consolidated subsidiaries and their predecessors;

•  “the Issuers,” “the Co-Issuers,” “we,” “our” and “us,” we are referring to Elan Finance public limited company and Elan Finance Corp., collectively, as the co-issuers of the Notes;

•  the “outstanding Notes”, we mean the outstanding 8.75% Senior Notes due 2016, which were issued in a private offering on August 17, 2010;

•  the “exchange Notes” in this prospectus we mean the new Notes we intend to issue to you if you exchange your outstanding Notes;

•  the “Notes”, we mean, before the consummation of the exchange offer, the outstanding Notes, and, after the consummation of the exchange offer, the exchange Notes.

NOTICE REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS

A MAJORITY OF THE DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUERS, ELAN AND THE SUBSIDIARY GUARANTORS ARE NON-RESIDENTS OF THE UNITED STATES. ALL OR A SUBSTANTIAL PORTION OF THE ASSETS OF SUCH NON-RESIDENT PERSONS AND OF THE ISSUERS, ELAN AND THE SUBSIDIARY GUARANTORS ARE LOCATED OUTSIDE THE UNITED STATES. AS A RESULT, IT MAY NOT BE POSSIBLE FOR INVESTORS TO EFFECT SERVICE OF PROCESS WITHIN THE UNITED STATES UPON SUCH PERSONS OR THE ISSUERS, ELAN AND THE SUBSIDIARY GUARANTORS, OR TO ENFORCE AGAINST THEM IN U.S. COURTS JUDGMENTS OBTAINED IN SUCH COURTS PREDICATED UPON THE CIVIL LIABILITY PROVISIONS OF THE FEDERAL SECURITIES LAWS OF THE UNITED STATES. THE ISSUERS, ELAN AND THE SUBSIDIARY GUARANTORS HAVE BEEN ADVISED BY COUNSEL THAT THERE IS DOUBT AS TO THE ENFORCEABILITY IN IRELAND IN ORIGINAL ACTIONS OR IN ACTIONS FOR ENFORCEMENT OF JUDGMENTS OF U.S. COURTS, OF LIABILITIES PREDICATED SOLELY UPON THE SECURITIES LAWS OF THE UNITED STATES.

WHERE YOU CAN FIND MORE INFORMATION

Elan is required to file annual and current reports, proxy statements and other information with the Commission, which are available to the public over the Internet at the Commission’s website at http://www.sec.gov. You may also read and copy any document Elan files at the Commission’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may call the Commission at 1-800-SEC-0330 for further information on the public reference room.

You may request a copy of these filings and other reports furnished to the Commission at no cost, by writing or telephoning Elan at:

Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2, Ireland
Attention: Investor Relations
Tel: 353-1-709-4000

vi

SUMMARY

The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. We urge you to read carefully this entire prospectus and the other documents incorporated by reference in this prospectus to understand fully the terms of the exchange offer.

Elan

For a description of Elan, please read the information set forth in “Item 4 — Information on the Company” in Elan’s Annual Report on Form 20-F for the year ended December 31, 2010.

The Co-Issuers

Elan Finance public limited company was formed on October 19, 2004 as a public limited company organized under the laws of Ireland and is a wholly owned subsidiary of Elan. Elan Finance public limited company received the net proceeds from the original sale of the outstanding Notes and will make all payments of principal and interest on the Notes.

Elan Finance Corp. was formed on October 25, 2004 as a Delaware corporation, is a wholly owned subsidiary of Elan Finance public limited company, has only nominal assets, does not currently conduct any operations, did not receive any proceeds from the sale of the outstanding Notes and was formed solely to act as a co-issuer in connection with our prior note issuances, including the outstanding Notes and the exchange Notes offered hereby.

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SUMMARY OF THE EXCHANGE OFFER

Registration Rights; Effect of Not Exchanging	You are entitled to exchange your outstanding Notes for freely tradeable exchange Notes with substantially identical terms. The exchange offer is intended to satisfy your exchange rights. After the exchange offer is complete, you will no longer be entitled to any exchange or registration rights with respect to your outstanding Notes. Accordingly, if you do not exchange your outstanding Notes, you will not be able to reoffer, resell or otherwise dispose of your outstanding Notes unless you comply with the registration and prospectus delivery requirements of the Securities Act, or there is an exemption available.
The Exchange Offer	We are offering to exchange $1,000 principal amount of each of our new 8.75% Senior Notes due 2016, all of which have been registered under the Securities Act, for $1,000 principal amount of our outstanding restricted unregistered 8.75% Senior Notes due 2016, which were issued in a private offering on August 17, 2010. As of the date of this prospectus, there are $200.0 million aggregate principal amount at maturity of outstanding Notes. We will issue exchange Notes promptly after the expiration of the exchange offer.
Resales	We believe that the exchange Notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:
	• you are acquiring the exchange Notes in the ordinary course of your business;
	• you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange Notes;
	• you are not an “Affiliate,” as defined in Rule 405 of the Securities Act, of ours or any guarantor of the Notes; and
	• you are not a broker-dealer tendering outstanding Notes that you acquired directly from us for your own account.
	If you do not meet any of the above criteria you will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any reoffer, resale or other disposition of your exchange Notes.
	Each broker or dealer that receives exchange Notes for its own account in exchange for outstanding Notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver this prospectus in connection with any sale of exchange Notes.
Expiration Date	5:00 p.m., New York City time, on          , 2011, unless we extend the expiration date.
Conditions to the Exchange Offer	The exchange offer is subject to certain customary conditions, which may be waived by us. The exchange offer is not conditioned upon any minimum principal amount of outstanding Notes being

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	tendered. See “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Outstanding Notes	If you wish to tender outstanding Notes, you must (i) complete, sign and date the letter of transmittal, or a facsimile of it, in accordance with its instructions and transmit the letter of transmittal, together with your Notes to be exchanged and any other required documentation, to The Bank of New York Mellon, who is the exchange agent, at the address set forth in the letter of transmittal to arrive by 5:00 p.m., New York City time, on the expiration date or (ii) arrange for The Depository Trust Company (“DTC”) to transmit certain required information, including an agent’s message forming part of a book-entry transfer in which you agree to be bound by the terms of the letter of transmittal, to the exchange agent in connection with a book-entry transfer. See “The Exchange Offer — Procedures for Tendering Outstanding Notes.” By executing the letter of transmittal or making arrangements with DTC as described above, you will represent to us that, among other things:
	•  any exchange Note you receive will be acquired in the ordinary course of your business;
	•  you are not engaged in, and do not intend to engage in, a distribution of the exchange Notes;
	•  you have no arrangement or understanding with any person to participate in the distribution of the exchange Notes; and
	•  you are not an “Affiliate,” as defined in Rule 405 of the Securities Act, of ours or of any of the guarantors of the Notes, or if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If you are a broker-dealer that will receive exchange Notes for your own account, you must:
	•  represent that you have no arrangement or understanding with the co-issuers or any of their affiliates to distribute the exchange Notes;
	•  represent that the outstanding Notes to be exchanged for exchange Notes were acquired by you as a result of market-making or other trading activities; and
	•  acknowledge that you will deliver a prospectus in connection with any resale of exchange Notes received in exchange for the outstanding Notes acquired by you as a result of market-making or other trading activities, provided that you may use this prospectus, as it may be amended or supplemented from time to time.
	See “The Exchange Offer — Procedures for Tendering Outstanding Notes.”
Special Procedures for Beneficial Holders	If you are the beneficial holder of outstanding Notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee, and you wish to tender in the exchange

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	offer, you should contact the person in whose name your outstanding Notes are registered promptly and instruct such person to tender on your behalf. See “The Exchange Offer — Procedures for Tendering Outstanding Notes.”
Guaranteed Delivery Procedures	If you wish to tender your outstanding Notes, and you cannot deliver such outstanding Notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date or the procedures for book-entry transfer cannot be completed on time, you may tender your outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Guaranteed Delivery Procedures.”
Withdrawal Rights	Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer — Withdrawal Rights.”
Acceptance of Outstanding Notes and Delivery of Exchange Notes	Subject to certain conditions, we will accept for exchange any and all outstanding Notes which are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The exchange Notes will be delivered promptly after the expiration date. See “The Exchange Offer — Terms of the Exchange Offer.”
Certain U.S. Federal Income Tax Considerations	The exchange of outstanding Notes for exchange Notes will not be a taxable event for U.S. federal income tax purposes. You will not recognize any taxable gain or loss as a result of exchanging outstanding Notes for exchange Notes, and you will have the same tax basis and holding period in the exchange Notes as you had in the outstanding Notes immediately before the exchange. See “Certain U.S. Federal Income Tax Consequences.”
Irish Capital Gains Tax Considerations	The exchange of outstanding Notes for exchange Notes will not be a disposal for Irish capital gains tax purposes, as the exchange Notes represent substituted evidence of the indebtedness originally represented by the outstanding Notes. Any holder subject to Irish capital gains tax on any disposal of the exchange Notes would retain the base cost and date of acquisition of the outstanding Notes for the purposes of calculating any gain on that subsequent disposal.
Use of Proceeds	We will not receive any proceeds from the issuance of the exchange Notes.
Exchange Agent	The Bank of New York Mellon is serving as exchange agent in connection with the exchange offer. The address, telephone number and facsimile number of the exchange agent are set forth in “The Exchange Offer — Exchange Agent.”

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SUMMARY OF THE EXCHANGE NOTES

The following summary is provided solely for your convenience. This summary is not intended to be complete. You should read the full text and more specific details contained elsewhere in this prospectus. Unless we indicate otherwise or the context otherwise requires, in this summary, the exchange Notes are referred to as the “Notes.” For a more detailed description of the Notes and definitions of some of the terms used in this summary, see “Description of the Exchange Notes.”

Co-Issuers	Elan Finance public limited company, a public limited company organized under the laws of Ireland and a direct wholly owned subsidiary of Elan, and Elan Finance Corp., a Delaware corporation and a direct wholly owned subsidiary of Elan Finance public limited company.
Guarantors	Elan and each of its existing and future material restricted subsidiaries other than the Co-Issuers will fully and unconditionally guarantee the Notes on a senior unsecured basis. See “Description of the Exchange Notes — Note Guarantees” and “Risk Factors — Risks Related to the Notes and the Exchange Offer — Not all of Elan’s subsidiaries will guarantee the Notes and the assets of the non-guarantor subsidiaries may not be available to Elan for payment on its guarantee of the Notes.”
Securities Offered	$200.0 million aggregate principal amount of 8.75% Senior Notes due 2016 which have been registered under the Securities Act.
Maturity	The Notes will mature on October 15, 2016.
Interest	The Notes will bear interest at the rate of 8.75% per annum, paid every six months on April 15 and October 15, commencing on          , 2011. With respect to the initial interest payment on the Notes, interest on each Note will accrue from the last interest payment date on which interest was paid on the outstanding Note surrendered in exchange therefor or, if no interest has been paid on such outstanding Note, from the date of the original issuance of such outstanding Note. For subsequent interest payments, interest will accrue from and including the most recent interest payment date (whether or not such interest payment date was a business day) for which interest has been paid or provided for to but excluding the relevant interest payment date.
Denomination	Notes in denominations of $100,000 and any integral multiple of $1,000 in excess of $100,000. Notes in denominations of less than $100,000 will not be available.
Ranking	The Notes will be our senior unsecured obligations and will rank equally in right of payment with all of our existing and future senior unsecured indebtedness and senior to our existing and future subordinated indebtedness. The Notes will be effectively subordinated to all of our secured indebtedness to the extent of the value of the assets securing that indebtedness. As of December 31, 2010, Elan had $1,285.0 million of outstanding indebtedness (aggregate principal amount of debt outstanding, not including trade payables). The guarantee of the Notes by each guarantor, including Elan, will be the senior unsecured obligation of such guarantor and will rank equally in right of payment with all existing and future senior unsecured indebtedness of such guarantor and senior to the existing and

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	future subordinated indebtedness of Elan and the subsidiary guarantors. The guarantee of the Notes by each guarantor will be effectively subordinated to all secured indebtedness of such guarantor, to the extent of the value of the assets securing that indebtedness.
Optional Redemption	At any time prior to October 15, 2012, we may redeem the Notes, in whole but not in part, at a price equal to 100% of their principal amount plus a make-whole premium plus accrued and unpaid interest. We may redeem the Notes, in whole or in part, beginning on October 15, 2012 at an initial redemption price of 108.750% of their principal amount plus accrued and unpaid interest.
	At any time beginning November 30, 2011 and on or prior to October 15, 2012, we may redeem up to 35% of the Notes using the proceeds of certain equity offerings as described herein under “Description of the Exchange Notes — Optional Redemption.”
	The Notes will also contain a tax redemption provision, as further described in “Description of the Exchange Notes — Optional Redemption — Tax Redemption.”
Mandatory Offer to Repurchase	Upon the occurrence of certain change of control events described under “Description of the Exchange Notes — Change of Control,” you may require us to repurchase some or all of your Notes at 101% of their principal amount plus accrued and unpaid interest to the date of repurchase. The occurrence of those events may, however, be an event of default under other debt agreements we or Elan may be a party to at such time, and those agreements may prohibit the repurchase. Further, neither we nor Elan can assure you that we or Elan will have sufficient resources to satisfy the repurchase obligation. You should read carefully the sections entitled “Risk Factors — Risks Related to the Notes and the Exchange Offer — We may be unable to purchase the Notes upon a change of control” and “Description of the Exchange Notes — Change of Control.” In addition, to the extent we, Elan or a restricted subsidiary receive proceeds from the sale of certain assets and do not apply the proceeds of any such asset sale in the manner set forth in the indenture, we may be required to make an offer to purchase an aggregate amount of Notes and certain other pari passu indebtedness equal to the amount of such unapplied proceeds.
Certain Covenants	The indenture governing the Notes contains covenants limiting, subject to various exceptions, our ability and the ability of Elan and its other restricted subsidiaries to:
	• incur additional debt;
	• make certain types of investments;
	• make certain sales of assets or engage in sale and leaseback transactions;
	• pay dividends on capital stock;
	• create liens;
	• engage in transactions with affiliates, except on an arm’s-length basis; or

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	• consolidate or merge with, or sell assets substantially as an entirety to, another person.
	You should read “Description of the Exchange Notes — Certain Covenants” for a description of these covenants and exceptions.
	During the time, if any, that the Notes are rated investment grade by both Standard & Poor’s Ratings Group and Moody’s Investors Service, Inc. and certain other conditions are met, many of the restrictive covenants contained in the indenture governing the Notes will cease to be in effect. See “Description of the Exchange Notes — Certain Covenants — Covenant Suspension.”
Book-Entry, Form, Registration and Transfer of the Notes	Notes will be represented by one or more registered global notes without interest coupons (the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”) in New York, New York and registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC. Beneficial interests in a Global Note (“Book-Entry Interests”) will be shown on, and transfers thereof effective only through, the records maintained in book-entry form by DTC and its participants. See “Book-Entry.”
	Except in the limited circumstances described herein, Notes in certificated form will not be issued in exchange for Book-Entry Interests. See “Book-Entry.”
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of certain factors you should carefully consider before deciding to invest in the Notes.
Original Issue Discount	Because the outstanding notes were issued with original issue discount (“OID”), for U.S. federal income tax purposes, the exchange Notes will be treated as having been issued with such OID. Holders subject to U.S. Federal Income Tax, whether on the cash or accrual method of tax accounting, will be required to include amounts representing OID in gross income (as ordinary income) on a constant yield to maturity basis for U.S. federal income tax purposes in advance of the receipt of cash payments to which such income is attributable. For a further discussion, see “Certain U.S. Federal Income Tax Consequences.”
Trustee	The Bank of New York Mellon.

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RISK FACTORS

You should carefully consider the risks described below and the other information appearing elsewhere in this prospectus and the additional factors set forth under “Item 3.D Key Information — Risk Factors” in Elan’s Annual Report on Form 20-F for the year ended December 31, 2010 (incorporated herein by reference), before making an investment decision or exchanging your Notes in this Exchange Offer. The risks described below and in Elan’s Annual Report on Form 20-F for the year ended December 31, 2010 are intended to highlight risks that are specific to Elan, but are not the only risks that Elan faces. Additional risks, including those generally affecting the industry in which Elan operates, risks that Elan currently deems immaterial and risks and uncertainties generally applicable to companies that have recently undertaken transactions similar to this offering, may also impair Elan’s business, the value of your investment and our ability to pay interest on, and repay or refinance, the Notes and the guarantees thereon. Unless we indicate otherwise or the context otherwise requires, the exchange Notes are referred to herein as the “Notes.”

Risks Related to the Notes and the Exchange Offer

Elan has substantial debt. The principal and interest payment obligations of such debt may restrict Elan’s future operations and impair Elan’s ability to provide us with the funding necessary to allow us to meet our obligations under the Notes. Elan’s indebtedness may also restrict Elan’s and the guarantor subsidiaries’ ability to perform under their respective guarantees. Despite Elan’s current leverage, we, Elan and its other subsidiaries may still be able to incur substantially more debt. This could further exacerbate these risks.

As of December 31, 2010, Elan had $1,285.0 million of outstanding indebtedness (aggregate principal amount of debt outstanding, not including trade payables) on its consolidated balance sheet, none of which was secured.

Elan’s and its subsidiaries’ substantial indebtedness could have important consequences to you. For example, it could:

•  make it more difficult for us and Elan to satisfy our and Elan’s obligations with respect to the Notes and the guarantees, respectively;

•  increase Elan’s vulnerability to general adverse economic and industry conditions;

•  require Elan to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of its cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;

•  limit Elan’s flexibility in planning for, or reacting to, changes in its business and the markets in which it operates;

•  place Elan at a competitive disadvantage compared to its competitors that have less debt; and

•  limit Elan’s ability to borrow additional funds.

Elan’s ability to satisfy its debt obligations and to reduce its total debt depends on its future operating performance and on economic, financial, competitive and other factors, many of which are beyond its control. Elan’s business may not generate sufficient cash flow, and future financings may not be available to provide sufficient net proceeds, to meet these obligations or to successfully execute its business strategy.

In addition, we, Elan and its other subsidiaries may incur substantial additional indebtedness in the future. The terms of the indenture governing the Notes permit the incurrence of additional debt subject to certain limitations. If new debt is added to current debt levels, the related risks described above could intensify. Furthermore, the terms of the indenture governing the Notes restrict the ability of Elan and its restricted subsidiaries to make certain investments and to pay dividends on capital stock. See “Description of the Exchange Notes — Certain Covenants — Limitation on Restricted Payments.” Any amount paid as a restricted payment may not be available to satisfy obligations with respect to the Notes and the guarantees.

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Not all of Elan’s subsidiaries will guarantee the Notes and the assets of the non-guarantor subsidiaries may not be available to Elan for payment on its guarantee of the Notes.

The Notes will not be guaranteed by (a) certain subsidiaries of Elan which, for the year ended December 31, 2010, generated approximately 2% of Elan’s consolidated net loss and, at December 31, 2010, held approximately 20% of Elan’s total assets, and (b) future subsidiaries organized outside the United States or Ireland if the provision of such guarantee would result in a material adverse tax consequence to Elan. Non-guarantor subsidiaries have no obligation to make payments to Elan in respect of Elan’s or its other subsidiaries’ guarantee of the Notes. In the event of a bankruptcy, liquidation or reorganization of any non-guarantor subsidiary of Elan, the creditors of such subsidiary (including trade creditors) will generally be entitled to payment of their claims from the assets of such subsidiary before any assets are made available for distribution to Elan as a shareholder of such subsidiary. Elan may not have sufficient assets to be able to make payments on its guarantee of the Notes. As a result, the Notes and the guarantees of the Notes by Elan and the subsidiary guarantors are effectively junior to the obligations of Elan’s non-guarantor subsidiaries.

The Notes will be effectively subordinated to our future secured debt and other secured obligations, and the guarantees of the Notes will be effectively subordinated to the guarantors’ future secured debt and other secured obligations.

Our obligations under the Notes, and the obligations of our guarantors, including Elan, under their guarantees of the Notes are unsecured, but our and each guarantor’s obligations under future debt could be secured by a security interest in substantially all of our and our guarantors’ tangible and intangible assets and the assets and the stock of Elan’s subsidiaries. If we or any of the guarantors, including Elan, is declared bankrupt or insolvent, or defaults under future secured debt obligations, the lenders thereunder could declare all of the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we or any of the guarantors, including Elan, are unable to repay such future secured indebtedness, the lenders of the secured debt could foreclose on the pledged assets to the exclusion of holders of the Notes, even if an event of default exists at such time under the indenture governing the Notes. Furthermore, if such lenders foreclose and sell the pledged equity interests in any subsidiary guarantor under the Notes, then that guarantor will be released from its guarantee of the Notes automatically and immediately upon such sale. In any such event, because the Notes will not be secured by any of our or our guarantors’ assets or the equity interests in Elan’s subsidiaries, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully.

The indenture governing the Notes contains various covenants which limit Elan’s management’s discretion in the operation of Elan’s business.

The indenture governing the Notes contains various provisions that restrict Elan’s and its restricted subsidiaries’ ability to:

•  incur additional debt;

•  make certain types of investments;

•  make certain asset sales or engage in sale and leaseback transactions;

•  pay dividends on capital stock;

•  create liens;

•  engage in transactions with affiliates, except on an arm’s-length basis; or

•  consolidate or merge with, or sell assets substantially as an entirety to, another person.

Any failure to comply with the restrictions of the indenture governing the Notes or any other existing or subsequent financing agreements may result in an event of default under those agreements. Such default may allow the creditors, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, lenders may be able to terminate any

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commitments they had made to supply us with further funds. Even if Elan is able to obtain new financing, it may not be on commercially reasonable terms or terms that are acceptable to Elan. In addition, complying with these covenants may also cause Elan to take actions that are not favorable to holders of the Notes and may make it more difficult for Elan to successfully execute its business strategies and compete against companies that are not subject to such restrictions.

During the time the Notes are rated investment grade, many of the restrictive covenants will cease to be in effect.

During the time, if any, that the Notes are rated investment grade, by both Standard & Poor’s Ratings Group and Moody’s Investors Service, Inc. and certain other conditions are met, many of the restrictive covenants contained in the indenture governing the Notes will cease to be in effect. See “Description of the Exchange Notes — Certain Covenants — Covenant Suspension.”

We have nominal net worth and will depend on contributions from Elan and its other subsidiaries to fulfill our obligations under the Notes.

Both Elan Finance public limited company and Elan Finance Corp. have nominal net worth. Our ability to service our debt obligations, including our ability to pay the interest on and principal of the Notes when due, will be dependent upon cash dividends and distributions or other transfers from Elan and its other subsidiaries. Payments to us by Elan and its other subsidiaries will be contingent upon their respective earnings and subject to any limitations on the ability of such entities to make payments or other distributions to us. Elan and its other subsidiaries are separate and distinct legal entities and have no obligation, other than under inter-company loan agreements, the guarantee of the Notes and guarantees of certain of our other indebtedness, to make any funds available to us. In addition, under U.S. federal and foreign bankruptcy laws and comparable provisions of state and foreign fraudulent transfer laws, our incurrence of joint and several liability in respect of each other’s obligations under the Notes could be voided if the circumstances described in the following risk factor were applicable to either of us.

A guarantee of the Notes by Elan or its subsidiaries may be voidable, subordinated or limited in scope under laws governing fraudulent transfers and insolvency or under laws governing corporate authority.

Under U.S. federal and foreign bankruptcy laws and comparable provisions of state and foreign fraudulent transfer laws, a guarantee of the Notes by Elan or its subsidiaries could be voided if, among other things, at the time Elan or the subsidiary guarantor issued its guarantee, Elan or such subsidiary guarantor:

•  intended to hinder, delay or defraud any present or future creditor by making such guarantee; and

•  received less than reasonably equivalent value or fair consideration for the incurrence of such indebtedness and:

•  was insolvent or rendered insolvent by reason of such incurrence;

•  was engaged in a business or transaction for which such subsidiary guarantor’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

The measures of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect to the foregoing. Generally, however, an entity in the United States would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, was greater than the saleable value of all of its assets;

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•  the present fair saleable value of its assets was less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it was generally not paying or could not pay its debts as they became due.

We cannot be certain as to the standards a court would use to determine whether or not Elan or the subsidiary guarantors were solvent at the relevant time. If the guarantees were legally challenged, any guarantee could also be subject to the claim that, since the guarantee was incurred for our benefit and only indirectly for the benefit of the applicable guarantor, the obligations of the applicable guarantor were incurred for less than reasonably equivalent value or fair consideration. A court could thus void the obligations under the guarantees, subordinate them to the applicable guarantor’s other debt or take other action detrimental to the holders of the Notes.

A guarantee may only be issued where the entity issuing the guarantee receives sufficient commercial benefit for doing so. If there is insufficient commercial benefit, the beneficiary of the guarantee may not be able to rely on the authority of the directors of that entity to grant the guarantee and accordingly a court may set aside the guarantee at the request of the entity’s shareholders or a liquidator. The board of directors of Elan and each of the subsidiary note guarantors has passed a resolution that the entry into the guarantee is in each of their best interests and for each of their corporate benefit. However, no assurance can be given that a court would agree with their conclusion in this regard.

If a court voided any guarantee or any payment under any guarantee of the Notes as a result of a fraudulent transfer or held it unenforceable for any other reason, the right of holders of the Notes under the guarantee would be seriously undermined and such holders could cease to have any claim against the applicable guarantor under its guarantee of the Notes. Although each guarantee will contain a provision intended to limit the guarantor’s liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer, this provision may not be effective to protect the guarantees from being voided under fraudulent transfer laws. In a recent Florida bankruptcy case, this kind of provision was found to be ineffective to protect the guarantees.

Many of Elan’s subsidiaries, including many of the subsidiary guarantors, are incorporated in jurisdictions other than Ireland and the United States and are subject to the insolvency, bankruptcy and corporation laws of such other jurisdictions. The insolvency, bankruptcy and corporation laws of these jurisdictions may differ materially from those of Ireland and those of the United States. In addition, there can be no assurance as to how the insolvency, bankruptcy or corporation laws of the various jurisdictions in which Elan operates will be applied in relation to one another.

There may be no public market for the Notes.

The exchange Notes are new securities for which there currently is no established public market. The outstanding Notes have been listed on the Irish Stock Exchange, and it is intended that the exchange Notes will replace the outstanding Notes on the Irish Stock Exchange. We cannot assure you that the exchange Notes will become listed on the Irish Stock Exchange or remain listed on any exchange. In addition, we cannot assure as to:

•  the development of a public market for the exchange Notes;

•  the liquidity of any such market that may develop;

•  your ability to sell your exchange Notes; or

•  the price at which you would be able to sell your exchange Notes.

If such a market were to exist for the exchange Notes, the exchange Notes could trade at prices that may be lower than the principal amount or your purchase price, depending on many factors, including prevailing interest rates, the market for similar securities and our financial performance.

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Enforcing your rights under the guarantees entered into by certain of our foreign subsidiaries across multiple jurisdictions may be difficult.

The Co-Issuers of the Notes are a public limited company incorporated in the Republic of Ireland and a U.S. corporation incorporated in the State of Delaware, respectively. The Notes are guaranteed by most of our existing and future material subsidiaries, including subsidiaries in the United States, Bermuda and Ireland. In the event of bankruptcy, insolvency or a similar event, proceedings could be initiated in any of these jurisdictions and in the jurisdiction of organization of any future guarantor of the Notes. Your rights under the Notes and the guarantees will thus be subject to the laws of several jurisdictions, and you may not be able to effectively enforce your rights in multiple bankruptcy, insolvency and other similar proceedings. Moreover, such multi-jurisdictional proceedings are typically complex and costly for creditors and often result in substantial uncertainty and delay in the enforcement of creditors’ rights.

We may be unable to purchase the Notes upon a change of control.

Upon a change of control, we may be required to offer to purchase all of the Notes then outstanding for cash at 101% of the principal amount thereof plus accrued and unpaid interest. If a change of control were to occur, we may not have sufficient funds to pay the change of control purchase price and we may be required to obtain third-party financing in order to do so. However, we may not be able to obtain such financing on commercially reasonable terms, or at all. Our failure following a change of control to make or consummate an offer to purchase the Notes would constitute an event of default under the indenture governing the Notes. In such an event, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding Notes may accelerate the maturity of all of the Notes.

The change of control provisions in the indenture governing the Notes may not protect you in the event we consummate a highly leveraged transaction, reorganization, restructuring, merger or other similar transaction, unless such transaction constitutes a change of control under the indenture governing the Notes. Such a transaction may not involve a change in voting power or beneficial ownership or, even if it does, may not involve a change of the magnitude required under the definition of change of control in the indenture governing the Notes to trigger our obligation to offer to repurchase the Notes. Except as described in “Description of the Exchange Notes — Change of Control,” the indenture governing the Notes does not contain provisions that permit the holders of the Notes to require us to repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

A recent Delaware Chancery Court decision raised questions about the enforceability of repurchase obligations, which are similar to those in the indenture, related to the triggering of a change of control as a result of a change in the composition of a board of directors. Accordingly, the effectiveness of the provisions of the indenture that require us to repurchase Notes as a result of certain changes in the composition of directors on our board of directors may be uncertain.

The exchange Notes will be issued with OID for U.S. federal income tax purposes.

The exchange Notes will be treated as having OID for U.S. federal income tax purposes because the outstanding notes were issued with OID. Holders subject to U.S. Federal Income Tax, whether on the cash or accrual method of tax accounting, will be required to include amounts representing OID in gross income (as ordinary income) on a constant yield to maturity basis for U.S. federal income tax purposes in advance of the receipt of cash payments to which such income is attributable. For a further discussion, see “Certain U.S. Federal Income Tax Consequences.”

If Elan is unable to pay its debts, an examiner may be appointed under Irish law to oversee Elan’s operations.

If Elan is unable, or likely to be unable, to pay its debts, an examiner may be appointed to oversee Elan’s operations and to facilitate its survival and the whole or any part of its business by formulating proposals for a compromise or scheme of arrangement. An examiner may be appointed even if Elan is not insolvent. If an examiner has been appointed to Elan or any of its subsidiaries, the examinership may be extended to Elan and

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any of its related companies, including us, even if we are not ourselves insolvent. There can be no assurance that we would be exempt from an extension of the examinership.

If an examiner is appointed to Elan, a protection period, generally not exceeding 100 days, will be imposed so that the examiner can formulate and implement his proposals for a compromise or scheme or arrangement. During the protection period, any enforcement action by a creditor is prohibited. In addition, Elan would be prohibited from paying any debts existing at the time of the presentation of the petition to appoint an examiner. The appointment of an examiner may restrict the ability of Elan to make timely payments under its guarantees and holders of the Notes may be unable to enforce their rights under the guarantees. During the course of examinership, rights of the holders of the Notes under the guarantees may be affected by the examiner’s exercise of his powers to, for example, repudiate a restriction or prohibition on further borrowings or the creation of security.

Preferred creditors under Irish law.

In an insolvency of an Irish company, the claims of certain preferential creditors (including the Irish Revenue Commissioners for certain unpaid taxes) will rank in priority to claims of unsecured creditors.

If the Issuers become subject to an insolvency proceeding and the Issuers have obligations to creditors that are treated under Irish law as creditors that are senior relative to the holders of the Notes, the holders of the Notes may suffer losses as a result of their subordinated status during such insolvency proceeding.

Your failure to tender the outstanding Notes in the exchange offer may affect their marketability.

If outstanding Notes are tendered for exchange Notes and accepted in the exchange offer, the trading market, if any, for the untendered but unaccepted outstanding Notes will be adversely affected. Your failure to participate in the exchange offer will substantially limit, and may effectively eliminate, opportunities to sell your outstanding Notes in the future.

We issued the outstanding Notes in a private offering exempt from the registration requirements of the Securities Act. Accordingly, you may not offer, sell or otherwise transfer your outstanding Notes except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from the securities laws, or in a transaction not subject to the securities laws. If you do not exchange your outstanding Notes for exchange Notes in the exchange offer, or if you do not properly tender your outstanding Notes in the exchange offer, your outstanding Notes will continue to be subject to these transfer restrictions after the completion of the exchange offer. In addition, after the completion of the exchange offer, you will no longer be able to obligate us to register the outstanding Notes under the Securities Act.

Your outstanding Notes will not be accepted for exchange if you fail to follow the exchange offer procedures and, as a result, your outstanding Notes will continue to be subject to the transfer restrictions on your outstanding Notes and you may not be able to sell your outstanding Notes.

We will not accept your outstanding Notes for exchange if you do not follow the exchange offer procedures. We will issue you exchange Notes as part of the exchange offer only after timely receipt of your outstanding Notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, if you want to tender your outstanding Notes, please allow sufficient time to ensure timely delivery. If we do not receive your outstanding Notes, letter of transmittal and other required documents by the expiration date of the exchange offer, we will not accept your outstanding Notes for exchange. If you do not properly tender your outstanding Notes for exchange Notes in the exchange offer, you will continue to be subject to the restrictions on the transfer of your outstanding Notes. If you do not properly tender your outstanding Notes for exchange Notes, you may not offer, sell or otherwise transfer your outstanding Notes except in compliance with the registration requirements of the Securities Act and any other applicable securities laws, or pursuant to an exemption from the securities laws, or in a transaction not subject to the securities laws. We are under no duty to give notification of defects or irregularities with respect to the tenders

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of outstanding Notes for exchange. If there are defects or irregularities with respect to your tender of outstanding Notes, we will not accept your outstanding Notes for exchange.

If you are a broker-dealer, your ability to transfer the exchange Notes may be restricted.

A broker-dealer that purchased outstanding Notes for its own account as part of market-making or trading activities must comply with the prospectus delivery requirements of the Securities Act when it sells the exchange Notes. Our obligation to make this prospectus available to broker-dealers is limited. Consequently, we cannot guarantee that a current prospectus will be available to broker-dealers wishing to resell their exchange Notes.

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USE OF PROCEEDS

The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement. We will not receive any cash proceeds from the exchange offer.

The net proceeds from the original sale of the outstanding Notes were approximately $187.1 million, after deduction of discounts and expenses payable by us in connection with the original offering. We used the net proceeds from the sale of the outstanding Notes for the redemption of certain debt, to pay fees and expenses incurred in connection with the original offering and the redemption and for general corporate purposes.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

Exchange Offer Registration Statement.  We issued the outstanding Notes on August 17, 2010. The initial purchasers of the Notes originally issued have advised us that they subsequently resold the outstanding Notes to “qualified institutional buyers” in reliance on Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. As a condition to the offering of the outstanding Notes, we entered into a registration rights agreement dated August 17, 2010, pursuant to which we agreed, for the benefit of all holders of the outstanding Notes, at our own expense, to:

•  file this registration statement of which this prospectus is a part as soon as practicable after the date the Notes were originally issued but in no event later than March 31, 2011 (such date of filing, the “first filing date”);

•  use our commercially reasonable efforts to cause the registration statement to be declared effective under the Securities Act within 150 days after the first filing date and in any event no later than 15 business days following notification from the Commission that the registration statement will not be subject to review or that the Commission has no further comments to the registration statement; and

•  use our commercially reasonable efforts to consummate the registered exchange offer within 30 days after the registration statement has been declared effective by the Commission.

Further, we agreed to keep the exchange offer open not less than 20 business days after the date we mailed notice of the exchange offer to holders of the outstanding Notes. For each outstanding Note validly tendered pursuant to the exchange offer and not withdrawn, the holder of the outstanding Note will receive an exchange Note having a principal amount equal to that of the tendered outstanding Note. Interest on each exchange Note will accrue from the last date on which interest was paid on the tendered outstanding Note in exchange therefor or, if no interest was paid on such outstanding Note, from the issue date.

The following is a summary of the registration rights agreement. It does not purport to be complete and it does not contain all of the information you might find useful. For further information you should read the registration rights agreement, a copy of which has been filed as an exhibit to the registration statement. The exchange offer is intended to satisfy certain of our obligations under the registration rights agreement.

Transferability.  We issued the outstanding Notes on August 17, 2010 in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the outstanding Notes may not be offered or sold in the United States unless registered or pursuant to an applicable exemption under the Securities Act and applicable state securities laws. Based on no-action letters issued by the staff of the Commission with respect to similar transactions, we believe that the exchange Notes issued pursuant to the exchange offer in exchange for outstanding Notes may be offered for resale, resold and otherwise transferred by holders of Notes who are not our affiliates without further compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:

(1) any exchange Notes to be received by the holder were acquired in the ordinary course of the holder’s business;

(2) at the time of the commencement of the exchange offer the holder has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the exchange Notes;

(3) the holder is not an “Affiliate” of Elan, as defined in Rule 405 under the Securities Act, or, if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable; and

(4) you are not a broker-dealer tendering outstanding Notes acquired directly from us for your own account.

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However, we have not sought a no-action letter with respect to the exchange offer, and we cannot assure you that the staff of the Commission would make a similar determination with respect to the exchange offer. Any holder who tenders his outstanding Notes in the exchange offer with any intention of participating in a distribution of exchange Notes (1) cannot rely on the interpretation by the staff of the Commission, (2) will not be able to validly tender outstanding Notes in the exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transactions.

In addition, each broker-dealer that receives exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange Notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is acting in the capacity of an “underwriter” within the meaning of Section 2(11) of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange Notes received in exchange for outstanding Notes where the outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Pursuant to the registration rights agreement, we agreed to make this prospectus available to any such broker-dealer for use in connection with any such resale.

Shelf Registration Statement.  In the event that we determine that we cannot effect the exchange offer or that the exchange offer may not be consummated as soon as practicable after the last date on which Notes are accepted for exchange because it would violate applicable law or applicable interpretations of the staff of the Commission, we do not consummate the exchange offer within 180 days of the first filing date, we do not consummate the exchange offer on or before the date that is 30 days after the 15 business days following notification from the Commission that the registration statement will not be subject to review, or if the exchange offer has been completed and in the opinion of counsel for the initial purchasers a registration statement must be filed and a prospectus must be delivered by the initial purchasers in connection with any offering or sale of Notes that constitute part of an “unsold allotment”, we will use our commercially reasonable efforts to file as soon as practicable thereafter a shelf registration statement providing for resales of the Notes, to have such shelf registration statement declared effective by the Commission and to keep that shelf registration statement continuously effective until the expiration of the period referred to in Rule 144(b)(1) with respect to such Notes, or such shorter period that will terminate when all Notes covered by the shelf registration statement have been sold pursuant thereto. We will, in the event of such a shelf registration, provide to each holder of the Notes copies of the related prospectus or any amendment thereto, notify each holder of the Notes when the shelf registration statement or any amendment thereto has become effective and take certain other actions to permit resales of the Notes. A holder of the Notes that sells Notes under the shelf registration statement generally will be required to make certain representations to us (as described in the registration rights agreement), to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreement that are applicable to such a holder of the Notes (including certain indemnification obligations).

In the case of a shelf registration statement, each holder will be required, upon the occurrence of any event that makes any statement made in the shelf registration statement untrue in any material respect or which requires the making of any changes in the shelf registration statement or related prospectus in order to make the statements therein not misleading and following receipt of notice from us, to stop selling Notes pursuant to the shelf registration statement until it receives an amended prospectus. We may also delay the effectiveness or filing of any shelf registration statement upon the occurrence of such event. If we provide any such notice to suspend the shelf registration statement, we will thereafter extend the period during which the shelf registration statement must be maintained effective by the number of days during the period from the date such notice is given and ending on the date when holders have received copies of the supplemented or amended prospectus. We may give any such notice or cause such delay only twice during any 365-day period, any such suspension may not exceed 30 days and there may not be more than two suspensions in effect during any 365-day period. The period of such suspension is referred to as a “black-out” period. If we fail to keep the shelf registration statement effective at any time other than in a black-out period, the annual interest rate

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borne by the Notes will be increased by 1.0% per annum until such shelf registration statement becomes and remains effective as described above.

If the exchange offer is not completed on or before the date that is 180 days after the first filing date or 30 days after the 15 business days following notification from the Commission that the registration statement will not be subject to review or, if required, the shelf registration statement is not declared effective on or before the date that is 180 days after the first filing date, the annual interest rate borne by the Notes will be increased by 1.0% per annum until the exchange offer is completed or the shelf registration, if required, is declared effective.

If we effect the exchange offer, we will be entitled to close the exchange offer 20 business days after its commencement, provided that we have accepted all Notes validly surrendered in accordance with the terms of the exchange offer. Notes not tendered in the exchange offer shall bear interest at the rate set forth on the cover page of this prospectus and be subject to all the terms and conditions specified in the indenture governing the Notes, including transfer restrictions.

This summary of the provisions of the registration rights agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the registration rights agreement, a copy of which is available in the manner set forth under “Where You Can Find More Information.”

Terms of the Exchange Offer

Upon satisfaction or waiver of all the conditions of the exchange offer, we will accept any and all outstanding Notes properly tendered and not withdrawn prior to the expiration date and will issue the exchange Notes promptly after acceptance of the outstanding Notes. See “— Conditions to the Exchange Offer” and “— Procedures for Tendering Outstanding Notes.” We will issue exchange Notes in minimum denominations of $100,000 and integral multiples of $1000 in excess thereof in exchange for each equivalent principal amount of outstanding Notes accepted in the exchange offer. As of the date of this prospectus, $200,000,000 aggregate principal amount of our 8.75% Senior Notes due 2016 issued August 17, 2010 are outstanding. Holders may tender some or all of their outstanding Notes pursuant to the exchange offer. However, outstanding Notes may be tendered only in minimum denominations of $100,000 and integral multiples of $1000 in excess thereof.

The exchange Notes are identical to the outstanding Notes except for the elimination of certain transfer restrictions, registration rights, restrictions on holding Notes in certificated form and liquidated damages provisions. The exchange Notes will evidence the same debt as the outstanding Notes and will be issued pursuant to, and entitled to the benefits of, the indenture pursuant to which the outstanding Notes were issued and will be deemed one issue of Notes, together with the outstanding Notes.

This prospectus, together with the letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the outstanding Notes. Holders of outstanding Notes do not have any appraisal or dissenters’ rights under the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the Commission promulgated thereunder.

For purposes of the exchange offer, we will be deemed to have accepted validly tendered outstanding Notes when, and if, we have given oral or written notice thereof to the exchange agent. The exchange agent will act as our agent for the purpose of distributing the exchange Notes from us to the tendering holders. If we do not accept any tendered outstanding Notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will return the unaccepted outstanding Notes, without expense, to the tendering holder thereof as promptly as practicable after the expiration date.

Holders who tender outstanding Notes in the exchange offer will not be required to pay brokerage commissions or fees or, except as set forth below under “— Transfer Taxes,” transfer taxes with respect to the exchange of outstanding Notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See “— Fees and Expenses.”

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Expiration Date; Extensions; Amendments

The term “expiration date” shall mean 5:00 p.m., New York City time, on          , 2011, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice and each registered holder by means of press release or other public announcement of any extension, in each case, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion, (1) to delay accepting all tendered outstanding Notes, (2) to extend the exchange offer, (3) to terminate the exchange offer if the conditions set forth below under “— Conditions to the Exchange Offer” shall not have been satisfied, or (4) to amend the terms of the exchange offer in any manner. We will notify the exchange agent of any delay, extension, termination or amendment by oral or written notice and will issue a press release or other public announcement. We will additionally issue a press release or otherwise notify each registered holder of any amendment. We will give to the exchange agent written confirmation of any oral notice.

Exchange Date

As soon as practicable after the close of the exchange offer we will accept for exchange all outstanding Notes properly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on the expiration date in accordance with the terms of this prospectus and the letter of transmittal.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, and subject to our obligations under the registration rights agreement, we (1) shall not be required to accept any outstanding Notes for exchange, (2) shall not be required to issue exchange Notes in exchange for any outstanding Notes and (3) may terminate or amend the exchange offer if, at any time before the acceptance of such Notes for exchange, any of the following events shall occur:

(1) any injunction, order or decree shall have been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer;

(2) any change, or any development involving a prospective change, in Elan’s or our business or financial affairs or any of Elan’s or our respective subsidiaries has occurred which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us;

(3) any law, statute, rule or regulation is proposed, adopted or enacted which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us;

(4) any governmental approval has not been obtained, which approval we shall, in our sole discretion, deem necessary for the consummation of the exchange offer as contemplated hereby; or

(5) the exchange offer will violate any applicable law or any applicable interpretation of the staff of the Commission.

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any outstanding Notes tendered, and no exchange Notes will be issued in exchange for any such outstanding Notes if at such time any stop order shall be threatened by the Commission or be in effect with respect to the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

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The exchange offer is not conditioned on any minimum aggregate principal amount of outstanding Notes being tendered for exchange.

Consequences of Failure to Exchange

Any outstanding Notes not tendered pursuant to the exchange offer will remain outstanding and continue to accrue interest. The outstanding Notes will remain “restricted securities” within the meaning of the Securities Act. Accordingly, prior to the date that is one year after the later of the issue date and the last date on which we or any of our affiliates was the owner of the outstanding Notes, the outstanding Notes may be resold only (1) to us, (2) to a person who the seller reasonably believes is a “qualified institutional buyer” purchasing for its own account or for the account of another “qualified institutional buyer” in compliance with the resale limitations of Rule 144A, (3) pursuant to the limitations on resale provided by Rule 144 under the Securities Act, (4) pursuant to the resale provisions of Rule 904 of Regulation S under the Securities Act, (5) pursuant to an effective registration statement under the Securities Act or (6) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to compliance with applicable state securities laws. As a result, the liquidity of the market for non-tendered outstanding Notes could be adversely affected upon completion of the exchange offer. The foregoing restrictions on resale will no longer apply after the first anniversary of the issue date of the outstanding Note or the purchase of the outstanding Notes from us or an affiliate.

Fees and Expenses

We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. The principal solicitation is being made by mail; however, additional solicitations may be made in person or by telephone by our officers and employees.

Expenses incurred in connection with the exchange offer will be paid by us. Such expenses include, among others, the fees and expenses of the trustee and the exchange agent, accounting and legal fees, printing costs and other miscellaneous fees and expenses.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expenses of the exchange offer as additional interest expense over the term of the exchange Notes.

Procedures for Tendering Outstanding Notes

The tender of outstanding Notes pursuant to any of the procedures set forth in this prospectus and in the letter of transmittal will constitute a binding agreement between the tendering holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. The tender of outstanding Notes will constitute an agreement to deliver good and marketable title to all tendered outstanding Notes prior to the expiration date free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind.

Except as provided in “— Guaranteed Delivery Procedures,” unless the outstanding Notes being tendered are deposited by you with the exchange agent prior to the expiration date and are accompanied by a properly completed and duly executed letter of transmittal, we may, at our option, reject the tender. Issuance of exchange Notes will be made only against deposit of tendered outstanding Notes and delivery of all other required documents. Notwithstanding the foregoing, DTC participants tendering through its Automated Tender Offer Program (“ATOP”) will be deemed to have made valid delivery where the exchange agent receives an agent’s message prior to the expiration date.

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Accordingly, to properly tender outstanding Notes, the following procedures must be followed:

Notes held through a Custodian.  Each beneficial owner holding outstanding Notes through a DTC participant must instruct the DTC participant to cause its outstanding Notes to be tendered in accordance with the procedures set forth in this prospectus.

Notes held through DTC.  Pursuant to an authorization given by DTC to the DTC participants, each DTC participant holding outstanding Notes through DTC must (1) electronically transmit its acceptance through ATOP, and DTC will then edit and verify the acceptance, execute a book-entry delivery to the exchange agent’s account at DTC and send an agent’s message to the exchange agent for its acceptance, or (2) comply with the guaranteed delivery procedures set forth below and in a notice of guaranteed delivery. See “— Guaranteed Delivery Procedures — Notes held through DTC.”

The exchange agent will (promptly after the date of this prospectus) establish accounts at DTC for purposes of the exchange offer with respect to outstanding Notes held through DTC. Any financial institution that is a DTC participant may make book-entry delivery of interests in outstanding Notes into the exchange agent’s account through ATOP. However, although delivery of interests in the outstanding Notes may be effected through book-entry transfer into the exchange agent’s account through ATOP, an agent’s message in connection with such book-entry transfer, and any other required documents, must be, in any case, transmitted to and received by the exchange agent at its address set forth under “— Exchange Agent,” or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the expiration date. Delivery of documents to DTC does not constitute delivery to the exchange agent. The confirmation of a book-entry transfer into the exchange agent’s account at DTC as described above is referred to herein as a “Book-Entry Confirmation.”

The term “agent’s message” means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from each tendering DTC participant tendering through ATOP that such DTC participants have received a letter of transmittal and agree to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such DTC participants.

Cede & Co., as the registered owner of the global notes, will instruct The Bank of New York Mellon, or book-entry depositary and custodian, to tender a portion of the global notes equal to the aggregate principal amount due at the stated maturity for which instructions to tender are given by DTC participants.

By tendering, each holder and each DTC participant will represent to us that, among other things, (1) it is not our affiliate, (2) it is not a broker-dealer tendering outstanding Notes acquired directly from us for its own account, (3) it is acquiring the exchange Notes in its ordinary course of business and (4) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the exchange Notes.

We will not accept any alternative, conditional, irregular or contingent tenders (unless waived by us). By executing a letter of transmittal or transmitting an acceptance through ATOP, as the case may be, each tendering holder waives any right to receive any notice of the acceptance for purchase of its outstanding Notes.

We will resolve all questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered outstanding Notes, and such determination will be final and binding. We reserve the absolute right to reject any or all tenders that are not in proper form or the acceptance of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any condition to the exchange offer and any irregularities or conditions of tender as to particular outstanding Notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding. Unless waived, any irregularities in connection with tenders must be cured within such time as we shall determine. We, along with the exchange agent, shall be under no duty to give notification of defects in such tenders and shall not incur liabilities for failure to give such notification. Tenders of outstanding Notes will not be deemed to have been made until such irregularities have been cured or waived. Any outstanding Notes received by the exchange agent that are not properly tendered and as to which the irregularities have not

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been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

LETTERS OF TRANSMITTAL AND OUTSTANDING NOTES MUST BE SENT ONLY TO THE EXCHANGE AGENT. DO NOT SEND LETTERS OF TRANSMITTAL OR OUTSTANDING NOTES TO US OR DTC.

The method of delivery of outstanding Notes, letters of transmittal, any required signature guaranties and all other required documents, including delivery through DTC and any acceptance through ATOP, is at the election and risk of the persons tendering and delivering acceptances or letters of transmittal and, except as otherwise provided in the applicable letter of transmittal, delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to the expiration date.

Guaranteed Delivery Procedures

Notes held through DTC.  DTC participants holding outstanding Notes through DTC who wish to cause their outstanding Notes to be tendered, but who cannot transmit their acceptances through ATOP prior to the expiration date, may cause a tender to be effected if:

(1) guaranteed delivery is made by or through a firm or other entity identified in Rule 17Ad-15 under the Exchange Act, including:

•  a bank;

•  a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

•  a credit union;

•  a national securities exchange, registered securities association or clearing agency; or

•  a savings institution that is a participant in a Securities Transfer Association recognized program;

(2) prior to the expiration date, the exchange agent receives from any of the above institutions a properly completed and duly executed notice of guaranteed delivery (by mail, hand delivery, facsimile transmission or overnight courier) substantially in the form provided with this prospectus; and

(3) book-entry confirmation and an agent’s message in connection therewith are received by the exchange agent within three NYSE trading days after the date of the execution of the notice of guaranteed delivery.

Notes held by Holders.  Holders who wish to tender their outstanding Notes but (1) whose outstanding Notes are not immediately available and will not be available for tendering prior to the expiration date or (2) who cannot deliver their outstanding Notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

•  the tender is made by or through any of the above-listed institutions;

•  prior to the expiration date, the exchange agent receives from any above-listed institution a properly completed and duly executed notice of guaranteed delivery, whether by mail, hand delivery, facsimile transmission or overnight courier, substantially in the form provided with this prospectus; and

•  a properly completed and executed letter of transmittal, as well as the certificate(s) representing all tendered outstanding Notes in proper form for transfer, and all other documents required by the letter of transmittal, are received by the exchange agent within three NYSE trading days after the date of the execution of the notice of guaranteed delivery.

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Withdrawal Rights

You may withdraw tenders of outstanding Notes, or any portion of your outstanding Notes, in integral multiples of $1,000 principal amount due at the stated maturity, at any time prior to 5:00 p.m., New York City time, on the expiration date. Any outstanding Notes properly withdrawn will be deemed to be not validly tendered for purposes of the exchange offer.

Notes held through DTC.  DTC participants holding outstanding Notes who have transmitted their acceptances through ATOP may, prior to 5:00 p.m. New York City time, on the expiration date, withdraw the instruction given thereby with a notice to DTC specifying the name and number of the DTC participant and the principal amount due at the stated maturity of outstanding Notes to which such withdrawal relates. Holders must comply with procedures for the Notes.

Notes held by Holders.  Holders may withdraw their tender of outstanding Notes, prior to 5:00 p.m., New York City time, on the expiration date, by delivering to the exchange agent, at its address set forth under “— Exchange Agent,” a written, telegraphic or facsimile notice of withdrawal. Any such notice of withdrawal must (1) specify the name of the person who tendered the outstanding Notes to be withdrawn, (2) contain a description of the outstanding Notes to be withdrawn and identify the certificate number or numbers shown on the particular certificates evidencing such outstanding Notes and the aggregate principal amount due at the stated maturity represented by such outstanding Notes and (3) be signed by the holder of such outstanding Notes in the same manner as the original signature on the letter of transmittal by which such outstanding Notes were tendered (including any required signature guaranties), or be accompanied by (x) documents of transfer in a form acceptable to us, in our sole discretion, and (y) a properly completed irrevocable proxy that authorized such person to effect such revocation on behalf of such holder. If the outstanding Notes to be withdrawn have been delivered or otherwise identified to the exchange agent, a signed notice of withdrawal is effective immediately upon written, telegraphic or facsimile notice of withdrawal even if physical release is not yet effected.

All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program; provided, however, that signatures on the notice of withdrawal need not be guaranteed if the outstanding Notes being withdrawn are held for the account of any of the institutions listed above under “— Guaranteed Delivery Procedures.”

A withdrawal of an instruction or a withdrawal of a tender must be executed by a DTC participant or a holder of outstanding Notes, as the case may be, in the same manner as the person’s name appears on its transmission through ATOP or letter of transmittal, as the case may be, to which such withdrawal relates. If a notice of withdrawal is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit with the revocation appropriate evidence of authority to execute the notice of withdrawal. A DTC participant or a holder may withdraw an instruction or a tender, as the case may be, only if such withdrawal complies with the provisions of this prospectus.

A withdrawal of a tender of outstanding Notes by a DTC participant or a holder, as the case may be, may be rescinded only by a new transmission of an acceptance through ATOP or execution and delivery of a new letter of transmittal, as the case may be, in accordance with the procedures described herein.

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Exchange Agent

The Bank of New York Mellon has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

The Bank of New York Mellon

Corporate Trust Operations

Reorganization Unit

480 Washington Boulevard — 27th Floor

Jersey City, New Jersey 07310

Attn: Mrs. Carolle Montreuil

Telephone: (212) 815-5920

Facsimile: (212) 298-1915

The exchange agent also acts as trustee under the indenture.

Transfer Taxes

Holders of outstanding Notes who tender their outstanding Notes for exchange Notes will not be obligated to pay any transfer taxes in connection therewith, except that holders who instruct us to register exchange Notes in the name of, or request that outstanding Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

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CAPITALIZATION

The following table sets forth Elan’s capitalization in accordance with generally accepted accounting principles in the United States as of December 31, 2010.

You should read the following table in conjunction with Elan’s consolidated financial statements and related notes thereto and the information set forth in “Item 5 — Operating and Financial Review and Prospects” in its Annual Report on Form 20-F for the year ended December 31, 2010.

	As of
	December 31, 2010
	(US GAAP)
	(In millions)
Principal amount of debt, including current maturities:
8.875% Notes due 2013	$	449.5
Floating Rate Notes due 2013		10.5
8.75% Notes issued October 2009		625.0
8.75% Notes issued August 2010		200.0
Total principal amount of debt(1)		1,285.0
Shareholders’ equity		194.3
Total liabilities and shareholders’ equity	$	1,479.3

(1) The carrying value of debt on the Consolidated Balance Sheet in Elan’s Annual Report on Form 20-F for the year ended December 31, 2010 is net of unamortized original issue discount of $14.6 million.

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DESCRIPTION OF OTHER DEBT

For a more detailed description of Elan’s other debt and obligations, refer to Note 22 to Elan’s consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2010.

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DESCRIPTION OF THE EXCHANGE NOTES

We initially issued the Notes under an indenture (the “Indenture”) dated August 17, 2010 among Elan Finance public limited company and Elan Finance Corp., as co-issuers (together, the “Issuer”), Elan Corporation, plc, as a guarantor of the Notes (the “Company”), the Subsidiary Note Guarantors named therein and The Bank of New York Mellon, as Trustee (the “Trustee”), in a private transaction that was not subject to the registration requirements of the Securities Act.

The terms of the Notes include those stated in the Indenture and those made a part of the Indenture by reference to the Trust Indenture Act of 1939 (the “TIA”).

We summarize below certain provisions of the Indenture, but do not restate the Indenture in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights. You can obtain a copy of the Indenture in the manner described under “Where You Can Find More Information.”

You can find the definition of capitalized terms used in this section under “Certain Definitions.” When we refer to:

•  the “Company” in this section, we mean Elan Corporation, plc and not its Subsidiaries; and

•  “Notes” in this section, we mean the Notes originally issued on the Issue Date, Exchange Notes issued therefor and any Additional Notes.

The Exchange Notes will be represented by one or more registered global notes without interest coupons (the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC (including the Euroclear System (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”)), as described below under “— Depositary Procedures.” So long as DTC or its nominee is the registered owner or holder of any of the Notes, DTC or such nominee will be considered the sole owner or holder of such Notes represented by the Global Notes for all purposes of the Indenture.

Ranking of the Notes, the Elan Note Guarantee and the Subsidiary Note Guarantees

The Notes are senior unsecured obligations of the Issuer and rank equally in right of payment with all existing and future unsecured and unsubordinated Indebtedness of the Issuer, including, without limitation, the Existing 2013 Notes and the Existing 2016 Notes issued October 2009. The Notes are effectively subordinated to all of the Issuer’s secured Indebtedness, to the extent of the value of the assets securing that Indebtedness.

The Company unconditionally guarantees the performance of all obligations of the Issuer under the Indenture and the Notes. The Elan Note Guarantee is a senior unsecured obligation of the Company and ranks equally in right of payment with all existing and future unsecured and unsubordinated Indebtedness of the Company, including, without limitation, the Company’s guarantees of the Existing 2013 Notes and the Existing 2016 Notes issued October 2009. The Elan Note Guarantee is effectively subordinated to all of the Company’s secured Indebtedness, to the extent of the value of the assets securing that Indebtedness. The Elan Note Guarantee is effectively subordinated to all obligations, including trade payables, of the Company’s Subsidiaries that are not Subsidiary Note Guarantors.

The Company’s existing and, subject to certain exceptions (see “Note Guarantees” below), future Material Restricted Subsidiaries (other than the Issuer) will guarantee all obligations of the Issuer under the Indenture and the Notes. The Subsidiary Note Guarantees are senior unsecured obligations of the Subsidiary Note Guarantors and rank equally in right of payment with all existing and future unsecured and unsubordinated Indebtedness of the Subsidiary Note Guarantors, including, without limitation, their guarantees of the Existing 2013 Notes and the Existing 2016 Notes issued October 2009. The Subsidiary Note Guarantees are effectively subordinated to all of the Subsidiary Note Guarantors’ secured Indebtedness, to the extent of the value of the assets securing that Indebtedness.

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As of December 31, 2010, the Company and its Subsidiaries had $1,285.0 million of outstanding indebtedness (aggregate principal amount of debt outstanding, not including trade payables) on its consolidated balance sheet, none of which was secured.

Principal, Maturity and Interest

The Issuer issued $200,000,000 principal amount of Notes on the Issue Date. The Notes will mature on October 15, 2016 unless redeemed prior thereto as described herein. Interest on the Notes accrues at the rate of 8.75% per annum and is payable semiannually in arrears on each April 15 and October 15, commencing on          , 2011. Payments will be made to the Persons who are registered Holders of Notes at the close of business on April 1 and October 1, respectively, immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Denomination and Sinking Fund

The Issuer will issue Notes in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The Notes will not be entitled to the benefit of any mandatory sinking fund.

Interest Upon Redemption and Payment Instructions

The redemption of Notes with unpaid and accrued interest to the date of redemption will not affect the right of Holders of record on a record date to receive interest due on an interest payment date. When we refer to the Issuer’s obligation to pay interest upon the redemption, repurchase or acceleration of Notes, we are including additional interest, if any, payable under the registration rights agreement relating to the Notes (the “Registration Rights Agreement”).

Initially, the Trustee will act as Paying Agent and Registrar for the Notes. The Issuer may change the Paying Agent and Registrar without notice to Holders. If a Holder has given wire transfer instructions to the Issuer, the Issuer will make all principal, premium and interest payments on those Notes in accordance with those instructions. All other payments on the Notes will be made at the office or agency of the Paying Agent and Registrar in New York City unless the Issuer elects to make interest payments by check mailed to the registered Holders at their registered addresses. For so long as the Notes are admitted to the official list of the Irish Stock Exchange and trading on its regulated market, the Issuer will maintain a paying agent having its specified office in a member state of the European Union (as required by the applicable listing rules of the Irish Stock Exchange).

Additional Notes

Subject to the limitations set forth under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness”, the Issuer may incur additional Indebtedness. At the Issuer’s option, this additional Indebtedness may consist of additional Notes (“Additional Notes”) issued in one or more transactions, which have identical terms (other than issue date) as the Notes issued on the Issue Date. Holders of Additional Notes would have the right to vote together with Holders of the Notes issued on the Issue Date as one class.

Payment of Additional Amounts

All payments made by the Issuer, the Company, the Subsidiary Note Guarantors and any successor Person to the Issuer, the Company or the Subsidiary Note Guarantors (each, a “Payor”) will be made free and clear of and without deduction or withholding for or on account of any present or future taxes, duties, assessments, or other governmental charges (“Taxes”) imposed or levied by or on behalf of (i) Ireland or any political subdivision or governmental authority thereof or therein having power to tax, (ii) any jurisdiction from or through which payment is made by a Payor or its paying agent, or any political subdivision or governmental authority thereof or therein having the power to tax, or (iii) any other jurisdiction in which any Payor is organized or otherwise is a resident for tax purposes, or any political subdivision or governmental authority

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thereof or therein having the power to tax (any of the aforementioned being a “Taxing Jurisdiction”), unless such withholding or deduction is required by law. If a Payor is required by law to make any such withholding or deduction (including, without limitation, because the Notes are not listed on the Irish Stock Exchange), the Payor will pay to Holders of the Notes such additional amounts (“Additional Amounts”) as may be necessary in order that every payment of principal, premium, if any, Change of Control Payment, Asset Sale Offer Amount, redemption price or interest in respect of any Notes, or any payment in respect of the Elan Note Guarantee or any Subsidiary Note Guarantee, after deduction or withholding (including any such deduction or withholding from such Additional Amounts) for, Taxes imposed upon or as a result of such payment , will not be less than the amount provided for in the Notes and the Indenture to be then due and payable; provided that the foregoing obligation to pay Additional Amounts will not apply:

(a) to any Taxes that would not have been imposed but for the Holder or beneficial owner of a Note (or the fiduciary, settler, beneficiary, member or shareholder of, or possessor of power over, the Holder or beneficial owner of such Note, if the Holder or beneficial owner is an estate, nominee, trust, partnership or corporation) being a resident, domiciliary or national of, or engaging in business or maintaining a permanent establishment or being physically present in, a Taxing Jurisdiction, or otherwise having some present or former connection with a Taxing Jurisdiction other than the mere holding of such Notes;

(b) to any Taxes that would not have been imposed but for the fact that such Holder or beneficial owner (i) presented its Notes for payment more than 30 days after the date on which such payment or such Note became due and payable or the date on which payment thereof is duly provided for, whichever is later (except to the extent that the Holder would have been entitled to Additional Amounts if it had presented such Notes for payment on any day within the 30-day period) or (ii) presented such Notes for payment in a Taxing Jurisdiction, unless such Notes could not have been presented for payment elsewhere free from any Taxes on presentation;

(c) to any Taxes that would not have been imposed but for the Holder’s or beneficial owner’s failure to comply, following a request by the Issuer or the Company to the Holder, with any certification, identification or reporting requirements (including, without limitation, with respect to the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or beneficial owner of the Notes), if compliance is required by the applicable law of the Taxing Jurisdiction, as a precondition to exemption from such Taxes;

(d) to any payment under or with respect to a Note to any Holder that is a fiduciary or partnership or any person other than the sole beneficial owner of such payment or Note, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or the beneficial owner of such payment or Note would not have been entitled to the Additional Amounts had such beneficiary, settlor, or beneficial owner been the actual Holder of such Note;

(e) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed on a payment to an individual that is required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such Directive; provided that this clause (e) shall not apply if a withholding tax or deduction is imposed on a payment made by a paying agent and the Issuer has not, at the date of such payment, maintained a paying agent in a jurisdiction that would not have been obliged to withhold or deduct tax pursuant to the aforementioned Directive or any other directive implementing the conclusions of the ECOFIN Council meeting of November 26 and 27, 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such Directive.

(f) to any estate, inheritance, gift, sales, personal property, or, subject to the last paragraph of this covenant, excise or transfer tax, or any other tax, assessment or other governmental charge that is similar to any of the foregoing;

(g) to any Taxes that are payable other than by withholding or deduction at source; or

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(h) to any combination of clauses (a) through (g) above.

All references to principal, premium, Change of Control Payment, Asset Sale Offer Amount, redemption price or interest will be deemed to include references to any Additional Amounts payable with respect to such principal, premium, Change of Control Payment, Asset Sale Offer Amount, redemption price or interest. The applicable Payor will provide the Trustee with documentation evidencing the payment of any amounts deducted or withheld promptly upon such Payor’s payment thereof, and copies of such documentation will be made available by the Trustee to Holders upon request.

The applicable Payor will pay any present or future stamp, court or documentary taxes, charges or levies that arise in any Taxing Jurisdiction from the execution, delivery or registration of each Note or any other related document or instrument referred to in the Indenture or such Note.

Note Guarantees

Each Note Guarantor will unconditionally guarantee the performance of all obligations of the Issuer under the Indenture and the Notes, in each case, on a senior unsecured basis. The obligations of each Note Guarantor in respect of its Note Guarantee will be limited to the maximum amount as will result in the obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under applicable law. See “Risk Factors — Risks Related to the Notes and the Exchange Offer — A guarantee of the Notes by Elan or its subsidiaries may be voidable, subordinated or limited in scope under laws governing fraudulent transfers and insolvency or under law governing corporate authority”. Each Note Guarantor that makes a payment or distribution under its Note Guarantee is entitled to a contribution from each other Note Guarantor in a pro rata amount based on adjusted net assets of each Note Guarantor.

As of the Issue Date, all of the Company’s Material Restricted Subsidiaries, except for Elan Science One Limited, Neotope Biosciences Limited and Elan Science Three Limited, were “Restricted Subsidiaries”. However, under the circumstances described below under “— Certain Covenants — Limitation on Designation of Unrestricted Subsidiaries”, the Issuer will be permitted to designate any of its Subsidiaries as “Unrestricted Subsidiaries”. The effect of designating a Subsidiary as an “Unrestricted Subsidiary” will be that:

•  the Unrestricted Subsidiary will not be subject to many of the restrictive covenants in the Indenture;

•  a Subsidiary that has previously been a Subsidiary Note Guarantor and that is designated an Unrestricted Subsidiary will be released from its Subsidiary Note Guarantee and its obligations under the Indenture and the Registration Rights Agreement; and

•  the assets, income, cash flow and other financial results of an Unrestricted Subsidiary will not be consolidated with those of the Company or the Issuer for purposes of calculating compliance with the restrictive covenants contained in the Indenture.

Each Note Guarantor will be released and relieved of its obligations under its Note Guarantee, the Indenture and the Registration Rights Agreement in the event:

•  there is a Legal Defeasance of the Notes as described under “— Legal Defeasance and Covenant Defeasance”;

•  in the case of a Subsidiary Note Guarantor only, there is a sale or other disposition of (x) Capital Stock of the applicable Guarantor if after such sale, disposition or other transfer, such Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Subsidiary Note Guarantor, or a sale or other disposition (including through merger, consolidation or otherwise) of all of the Capital Stock of such Subsidiary Note Guarantor then held by the Issuer and the other Restricted Subsidiaries; or

•  in the case of a Subsidiary Note Guarantor only, such Subsidiary Note Guarantor is designated as an Unrestricted Subsidiary in accordance with the covenant described under “— Certain Covenants — Limitation on Designation of Unrestricted Subsidiaries”;

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provided that the transaction is carried out pursuant to and in accordance with all other applicable provisions of the Indenture.

If any Person (other than the Issuer) becomes a Restricted Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary) after October 2, 2009 and such Restricted Subsidiary has a Capitalization of at least $10,000, the Company will cause that Restricted Subsidiary concurrently to become a Subsidiary Note Guarantor on a senior unsecured basis by executing a supplemental indenture and providing the Trustee with an Officers’ Certificate and Opinion of Counsel; provided that there may be excluded as Subsidiary Note Guarantors (i) Restricted Subsidiaries of the Company not excluded pursuant to clause (ii) or (iii) of this proviso, whether existing on October 2, 2009 or which become Restricted Subsidiaries thereafter, that do not together constitute Material Restricted Subsidiaries, (ii) any Foreign Restricted Subsidiary in the event that the provision of a Subsidiary Note Guarantee by such Foreign Restricted Subsidiary would result in a material adverse tax consequence to the Company or any of its Subsidiaries and (iii) any Receivables Subsidiary; and provided further that if, other than in connection with the creation or acquisition of a Restricted Subsidiary, clause (i) of the foregoing proviso fails to be satisfied as of the end of any fiscal quarter, the Company will cause one or more of its Restricted Subsidiaries that are not Subsidiary Note Guarantors to become Subsidiary Note Guarantors in accordance with the foregoing such that the Restricted Subsidiaries of the Company that are not Subsidiary Note Guarantors other than pursuant to clause (ii) or (iii) of the above proviso do not together constitute a Material Restricted Subsidiary. See “Risk Factors — Risks Related to the Notes and the Exchange Offer — Not all of Elan’s subsidiaries will guarantee the Notes and the assets of the non-guarantor subsidiaries may not be available to Elan for payment on its guarantee of the Notes”.

Optional Redemption

Optional Redemption.  Except as stated below, the Issuer may not redeem the Notes prior to October 15, 2012. On and after October 15, 2012 the Issuer may redeem the Notes, at its option, in whole at any time or in part from time to time, upon not less than 30 days’ and not more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at the following redemption prices, expressed as percentages of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the 12-month period commencing on October 15 of any year set forth below:

Year	Percentage
2012		108.750	%
2013		104.375	%
2014		102.188	%
2015 and thereafter		100.000	%

Make-Whole Redemption.  At any time prior to October 15, 2012, the Notes may also be redeemed by the Issuer or any other Person designated by the Issuer in whole but not in part, at the Issuer’s option, at a redemption price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to the date of redemption. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address, not less than 30 and not more than 60 days prior to the redemption date. The Issuer may provide in such notice that payment of such price and performance of the Issuer’s obligations with respect to such redemption or purchase may be performed by another Person.

“Applicable Premium” means, with respect to a Note at any redemption date, the greater of:

(a) 1.0% of the principal amount of such Note; and

(b) the excess of:

(1) the present value at such redemption date of:

(x) the redemption price of such Note on October 15, 2012 (such redemption price being that described in the first paragraph of this “Optional Redemption” section) plus

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(y) all required remaining scheduled interest payments due on such Note through October 15, 2012, other than accrued interest to such redemption date, computed using a discount rate equal to the Treasury Rate plus 50 basis points per annum discounted on a semi-annual bond equivalent basis, over

(2) the principal amount of such Note on such redemption date.

Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate and will not be a duty or obligation of the Trustee.

“Treasury Rate” means, with respect to any redemption date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two business days prior to such redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such redemption date to October 15, 2012; provided that if the period from such redemption date to October 15, 2012 is not equal to the constant maturity of the United States Treasury security for which a weekly average yield is given, the Treasury Rate will be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from such redemption date to October 15, 2012 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

Optional Redemption upon Equity Offerings.  Notwithstanding the foregoing, at any time, or from time to time, after November 30, 2011 and on or prior to October 15, 2012, the Issuer or the Company may, at its option, upon not less than 30 days’ and not more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, redeem in the aggregate up to 35% of the aggregate principal amount of the Notes issued under the Indenture with the net cash proceeds of one or more Equity Offerings at a redemption price equal to 108.750% of the principal amount thereof, plus accrued and unpaid interest thereon through the redemption date; provided that:

•  after giving effect to any such redemption at least 65% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding; and

•  the Issuer makes such redemption not more than 90 days after the consummation of such Equity Offering.

“Equity Offering” means any public offering or private sale of at least $35 million in gross proceeds after the issue date of Qualified Capital Stock of the Company, other than public offerings with respect to the Company’s Capital Stock registered on Form S-8.

Acquisition of Notes

The Issuer and the Company may acquire Notes by means other than a redemption, whether pursuant to an issuer tender offer, open market purchase or otherwise, so long as the acquisition does not otherwise violate the terms of the Indenture.

Tax Redemption

The Notes are redeemable for cash at the Issuer’s option prior to their maturity in the event of certain changes in the tax laws of a Taxing Jurisdiction after the date of issuance of the Notes as specified below. If, as a result of any change in, or amendment to, the laws (including any regulations or rulings promulgated thereunder) and treaties of a Taxing Jurisdiction, or any change in or amendment to any official position concerning the interpretation, administration or application of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or any action taken by a taxing authority which action is generally applied or is taken with respect to the applicable Payor), which change, amendment, interpretation, administration, or application is announced and becomes effective on or after the date of issuance of the Notes (or, if the applicable Taxing Jurisdiction became a Taxing Jurisdiction on a date

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after the date of issuance of the Notes, a change, amendment, interpretation, administration or application that is announced and becomes effective more than six months after such later date), the applicable Payor has or would become obligated to pay Additional Amounts to the Holder of any Notes, and such obligation cannot be avoided by the applicable Payor taking commercially reasonable measures (consistent with practices and interpretations generally followed or in effect at the time such measures could be taken) available to it, then the Issuer may, at its option, redeem the Notes in whole but not in part, upon not less than 30 days’ and not more than 90 days’ notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the Notes’ aggregate principal amount thereof plus accrued and unpaid interest and Additional Amounts, if any, on such Notes, to (but excluding) the redemption date.

For the avoidance of doubt, the Notes shall not be redeemable under this paragraph because the Notes have not been listed or fail to remain listed on the Irish Stock Exchange, unless such failure is caused by a change in tax law, interpretation, etc. that otherwise could serve as a basis for redemption of the Notes under this Tax Redemption provision.

Optional Redemption and Repurchase Procedures

In the event that less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not then listed on a national securities exchange, on a pro rata basis, by lot or by any other method as the Trustee deems fair and appropriate. If a partial redemption is made in accordance with “Notes — Optional Redemption upon Equity Offerings”, selection of the Notes or portions thereof for redemption will, subject to the preceding sentence, be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to the procedures of The Depository Trust Company), unless the method is otherwise prohibited. No Notes in a principal amount of $100,000 or less may be redeemed in part and Notes in a principal amount in excess of $100,000 may be redeemed in part in multiples of $1,000 in excess thereof only.

If Notes are to be redeemed in part only, the notice of redemption will state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof (if any) will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate).

On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Issuer has deposited with the Paying Agent funds in satisfaction of the applicable redemption price pursuant to the Indenture. Upon redemption of any Notes by the Issuer or any other Person, such Notes will be cancelled.

Change of Control

Upon the occurrence of a Change of Control, each Holder will have the right to require that the Issuer repurchase all or a portion (equal to $100,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest thereon to the date of repurchase (the “Change of Control Payment”); provided, however, that the Issuer will not be obligated to repurchase Notes pursuant to this covenant in the event that it has exercised its right to redeem all of the Notes as described under “— Optional Redemption”. No such purchase in part shall reduce the principal amount of Notes held by any Holder to be below $100,000.

Within 30 days following the date upon which the Change of Control occurred, the Issuer shall send, by first-class mail, a notice to each Holder of Notes as shown on the register of Holders, with a copy to the Trustee, offering to repurchase the Notes as described above (a “Change of Control Offer”). The Change of Control Offer will state, among other things, the repurchase date (the “Change of Control Payment Date”), which shall be a Business Day no earlier than 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by law.

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On the Change of Control Payment Date, the Issuer will, to the extent lawful:

•  accept for payment all Notes or portions thereof properly tendered and not validly withdrawn pursuant to the Change of Control Offer;

•  deposit with the Paying Agent funds in an amount equal to the Change of Control Payment in respect of all Notes or portions thereof so tendered and not validly withdrawn; and

•  deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being repurchased by the Company.

If only a portion of a Note is purchased pursuant to a Change of Control Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or adjustments to the amount and beneficial interests in a global note will be made, as appropriate); provided that each such new Note will be in a principal amount of $100,000 or an integral multiple of $1,000 in excess thereof. Notes (or portions thereof) purchased pursuant to a Change of Control Offer will be cancelled and cannot be reissued.

If a Change of Control Offer occurs, there can be no assurance that the Issuer, the Company or the Subsidiary Note Guarantors will have available funds sufficient to make the Change of Control Payment for all the Notes that might be tendered by Holders seeking to accept the Change of Control Offer because the Issuer, the Company or one or more of the Subsidiary Note Guarantors might also be required to prepay any Pari Passu Indebtedness existing at the time of a Change of Control having financial covenants with Change of Control provisions in favor of the holders thereof. In the event the Issuer is required to repurchase outstanding Notes pursuant to a Change of Control Offer, the Issuer expects that it, the Company or one or more Subsidiary Note Guarantors would seek third-party financing to the extent that the Issuer, the Company or one or more Subsidiary Note Guarantors do not have available funds to meet the Issuer’s purchase obligations and any other obligations in respect of Pari Passu Indebtedness. However, there can be no assurance that the Issuer, the Company or one or more Subsidiary Note Guarantors would be able to obtain necessary financing. The Issuer’s ability to purchase Notes, or the Company’s ability to satisfy its Elan Note Guarantee with respect thereto or the Subsidiary Note Guarantors’ ability to satisfy their Subsidiary Note Guarantors with respect thereto with cash may be limited by the terms of its or their then- existing borrowing agreements or by the terms of the Company’s or its Subsidiaries’ then-existing borrowing agreements due to dividend restrictions.

Holders will not be entitled to require the Issuer to purchase their Notes in the event of a takeover, recapitalization, leveraged buyout or similar transaction which is not a Change of Control. In addition, a recent Delaware Chancery Court decision raised questions about the enforceability of repurchase obligations, which are similar to those in the Indenture, related to the triggering of a change of control as a result of a change in the composition of a Board of Directors. Accordingly, the effectiveness of the provisions of the Indenture that require us to repurchase Notes as a result of certain changes in the composition of directors on our Board of Directors may be uncertain.

A Change of Control Offer may be made in advance of a Change of Control, conditional upon consummation of such Change of Control, if a definitive agreement is in place at the time of such Change of Control Offer.

Notwithstanding the foregoing, the Issuer will not be required to make a Change of Control Offer upon a Change of Control, as provided above, if, in connection with or in contemplation of any Change of Control, the Issuer or a third party has made an offer to purchase (an “Alternative Offer”) any and all Notes validly tendered at a purchase price in cash equal to or higher than the Change of Control Payment and has purchased all Notes properly tendered in accordance with the terms of such Alternative Offer.

Other Indebtedness of the Company or its Subsidiaries may contain prohibitions on the occurrence of events that would constitute a Change of Control or require that Indebtedness to be repurchased upon a Change of Control. Other Indebtedness of the Company or its Subsidiaries may have cross-default provisions that could be triggered by a default under the change of control provisions in such Indebtedness, thereby

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accelerating the maturity of such Pari Passu Indebtedness. Moreover, the exercise by the Holders of their right to require the Issuer to repurchase the Notes upon a Change of Control could cause a default under other Indebtedness even if the Change of Control itself does not.

With respect to any disposition of assets, the phrase “all or substantially all” as used in the Indenture (including as set forth under the definition of “Change of Control” and “Certain Covenants — Limitation on Merger, Consolidation and Sale of Assets” below) varies according to the facts and circumstances of the subject transaction, has no clearly established meaning under New York law (which governs the Indenture) and is subject to judicial interpretation. Accordingly, in certain circumstances there may be a degree of uncertainty in ascertaining whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Company, and therefore it may be unclear as to whether a Change of Control has occurred and whether the Holders have the right to require the Issuer to repurchase Notes.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws and regulations in connection with the repurchase of Notes in connection with a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Indenture by doing so.

Notices

Notices regarding the Notes shall, unless expressly provided otherwise, be given in writing by first-class postage or overnight delivery to each registered holder of Notes at such holder’s address as it appears in the security register maintained for such purposes, not later than the latest date, and not earlier than the earliest date, prescribed under the Notes for giving of such notice.

Certain Covenants

Covenant Suspension

From and after the Issue Date (or the first date following a Covenant Reinstatement Date (as defined below)) on which both (a) the Notes are rated Investment Grade by each of Moody’s Investors Service, Inc. (or any successor thereto) (“Moody’s”) and Standard & Poor’s Ratings Group (or any successor thereto) (“S&P”) and (b) there does not exist a Default or Event of Default under the Indenture (collectively, a “Rating Event”), the Company and the Restricted Subsidiaries will no longer be subject to the covenants in the Indenture described below under the headings “— Limitation on Incurrence of Additional Indebtedness”, “— Limitation on Restricted Payments”, “— Limitation on Asset Sales”, “— Limitation on Designation of Unrestricted Subsidiaries”, “— Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”, clause (b) of the first paragraph under “— Limitation on Merger, Consolidation and Sale of Assets” and “— Limitation on Transactions with Affiliates” (collectively, the “Suspended Covenants”). During any Suspension Period, all references to Restricted Subsidiaries shall be deemed to refer to Subsidiaries.

In the event that following a Rating Event, one or both of the Rating Agencies subsequently withdraws its ratings or downgrades the ratings assigned to the Notes below Investment Grade, the Company and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants from such date (a “Covenant Reinstatement Date”) until the next subsequent Rating Event, if any (a “Covenant Reinstatement Period”). There will not be deemed to have occurred a Default or Event of Default with respect to the Suspended Covenants during a Suspension Period or after that time based solely on events that occurred during that time. Compliance with the provisions of the covenant described under “— Limitation on Restricted Payments” with respect to Restricted Payments made during a Covenant Reinstatement Period will be calculated as though that covenant had been in effect during the entire period of time from October 2, 2009. Liens of the Company and its Restricted Subsidiaries outstanding on a Covenant Reinstatement Date that were incurred or deemed to be incurred during a Suspension Period pursuant to clause (28)(ii) of the definition of “Permitted Liens” will be deemed to be incurred on such Covenant Reinstatement Date pursuant to clause (23)(a) of the definition of “Permitted Liens”; provided that if the aggregate amount of Indebtedness secured by such Liens exceeds the aggregate amount permitted under such clause (23)(a), the Liens securing

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Indebtedness in excess of such amount will be deemed to be incurred as Permitted Liens under a separate exception therefor, or if they remain outstanding as of the date of the next subsequent Rating Event, if any, clause (28)(ii) of the definition of “Permitted Liens”.

There can be no assurance that a Rating Event will occur or, if one occurs, that the Notes will maintain an Investment Grade rating.

In the event Moody’s or S&P is no longer in existence or issuing ratings, such organization may be replaced by a nationally recognized statistical rating organization (as defined in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act or any successor provision) designated by the Company with notice to the Trustee and the foregoing provisions will apply to the rating issued by the replacement rating agency.

The Indenture contains, among others, the following covenants:

Limitation on Incurrence of Additional Indebtedness

(a) The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness, including Acquired Indebtedness, except that:

(1) the Company, the Issuer and the Subsidiary Note Guarantors may Incur Indebtedness, including Acquired Indebtedness; and

(2) any Restricted Subsidiary may Incur Acquired Indebtedness,

if, immediately after giving pro forma effect to the Incurrence thereof and the application of the proceeds therefrom, the Consolidated Net Fixed Charge Coverage Ratio of the Company would be greater than or equal to 2.0 to 1.0.

(b) Notwithstanding paragraph (a) above, the Company and the Restricted Subsidiaries, as applicable, may Incur the following Indebtedness (“Permitted Indebtedness”):

(1) Indebtedness in respect of the Notes (excluding Additional Notes), the Elan Note Guarantee and the Subsidiary Note Guarantees;

(2) Indebtedness Incurred by the Company and the Restricted Subsidiaries pursuant to any Debt Facility (including, without limitation, letters of credit and bankers’ acceptances issued or created thereunder, with such letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount at any one time outstanding not to exceed the greater of:

(A) $175 million; and

(B) the sum of (x) 60% of the net book value of inventory of the Company and the Restricted Subsidiaries and (y) 85% of the net book value of accounts receivable of the Company and the Restricted Subsidiaries (to the extent such receivables or any other receivables of the Company or such Restricted Subsidiary, as the case may be, are not then being financed pursuant to a Qualified Receivables Transaction or as a basis for Indebtedness Incurred pursuant to clause (13) of this paragraph), in each case at the date of determination (excluding inventory and accounts receivable sold by the Company or a Restricted Subsidiary).

(3) Indebtedness of the Company and the Restricted Subsidiaries (other than Indebtedness specified in clauses (1) and (2) above or clauses (4), (5), (6), (7), (8), (9), (10), (12) and (13) below) outstanding on October 2, 2009 including, without limitation, the Existing 2013 Notes and the guarantees thereof by the Note Guarantors;

(4) Hedging Obligations entered into by the Company and the Restricted Subsidiaries in the ordinary course of business and not for speculative purposes;

(5) Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness is made pursuant to an intercompany note and, if the Company Incurs such Indebtedness to a Restricted

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Subsidiary that is not a Subsidiary Note Guarantor, such Indebtedness is subordinated in right of payment to the Company’s obligations under the Elan Note Guarantee; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) will be deemed, in each case, to be an Incurrence of such Indebtedness;

(6) Indebtedness of a Restricted Subsidiary to the Company or to another Restricted Subsidiary; provided that any such Indebtedness is made pursuant to an intercompany note and, if the Issuer or a Subsidiary Note Guarantor Incurs such Indebtedness to a Restricted Subsidiary that is not a Subsidiary Note Guarantor, such Indebtedness is subordinated in right of payment to, in the case of the Issuer, the Notes or, in the case of a Subsidiary Note Guarantor, such Subsidiary Note Guarantor’s obligations under its Subsidiary Note Guarantee; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) will be deemed, in each case to be an Incurrence of such Indebtedness;

(7) Indebtedness of the Company or any of the Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business days of Incurrence;

(8) Indebtedness of the Company or any of the Restricted Subsidiaries with respect to letters of credit issued in the ordinary course of business in respect of health, disability or other employee benefits or property, casualty or liability insurance or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of any such letter of credit, the reimbursement obligation with respect thereto is reimbursed within 30 days following such drawing;

(9) Indebtedness of the Company or any of the Restricted Subsidiaries arising from agreements for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case Incurred in connection with the disposition or acquisition of any business, asset or a Subsidiary, other than a Guarantee of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for purposes of financing such acquisition; provided that (A) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (A)) and (B) in the case of a disposition, the maximum aggregate liability in respect of all such Indebtedness under this clause (9) will at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(10) Indebtedness of the Company or any of the Restricted Subsidiaries consisting of take-or-pay obligations contained in supply agreements, in each case in the ordinary course of business;

(11) Acquired Indebtedness Incurred in connection with the acquisition of a Permitted Business; provided that after giving effect to such acquisition, merger or consolidation, and the Incurrence of such Acquired Indebtedness, (x) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant or (y) the Consolidated Net Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such acquisition, merger, consolidation and Incurrence;

(12) Indebtedness arising in connection with endorsement of instruments of deposit in the ordinary course of business;

(13) the Incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse to the Company or any Restricted Subsidiary or their respective

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assets (other than such Receivables Subsidiary and its assets and, as to the Company and its Subsidiaries, other than pursuant to Standard Securitization Undertakings) and is not Guaranteed by the Company or any Subsidiary;

(14) Indebtedness of the Company, the Issuer or any Subsidiary Note Guarantor not to exceed, at any one time outstanding, including all Refinancing Indebtedness Incurred to Refinance Indebtedness Incurred pursuant to this clause (14), two times the net cash proceeds received by the Company on or after July 1, 2009 from the issuance and sale of Qualified Capital Stock to a Person that is not a Subsidiary of the Company, to the extent such net cash proceeds have not been used to make a Restricted Payment pursuant to clause (3)(B) of the first paragraph or clause (2)(y), (3)(x) or (6) of the second paragraph of the covenant described under “— Limitation on Restricted Payments”;

(15) Refinancing Indebtedness in respect of any Indebtedness Incurred as permitted under paragraph (a) of this covenant and clauses (1), (3) and (11) of this paragraph (b) or any Refinancing Indebtedness Incurred to Refinance such Refinancing Indebtedness;

(16) Capitalized Lease Obligations and Purchase Money Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount at any one time outstanding, including all Refinancing Indebtedness Incurred to Refinance Indebtedness Incurred pursuant to this clause (16), not to exceed $35 million;

(17) obligations of the Company or any Restricted Subsidiary in respect of completion guarantees and performance, bid and surety bonds or similar letters of credit to secure performance obligations in the ordinary course of business;

(18) additional Indebtedness of the Company or any Restricted Subsidiary in an aggregate principal amount at any one time outstanding not to exceed $50 million; and

(19) (a) Indebtedness of the Company, the Issuer or any Subsidiary Note Guarantors Incurred in connection with the acquisition of all or a part of a Permitted Business; provided that, after giving effect to the Incurrence of such Indebtedness and the use of proceeds therefrom, (i) the Consolidated Net Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such Incurrence and the use of proceeds therefrom and (ii) Indebtedness Incurred by the Company and its Restricted Subsidiaries in connection with such acquisition does not exceed the greater of 65% of the Fair Market Value of the acquired Permitted Business (or portion thereof acquired by the Company, the Issuer or any Subsidiary Note Guarantors) and 3.5 times the Consolidated EBITDA (multiplied by the percentage of such Permitted Business acquired by the Company, the Issuer or any Subsidiary Note Guarantors in the case of an acquisition of less than all of a Permitted Business) of such Permitted Business for the most recent four fiscal quarters for which financial statements for such acquired Permitted Business are available and (b) all Refinancing Indebtedness Incurred to Refinance any Indebtedness Incurred pursuant to clause (19)(a).

(c) For purposes of determining compliance with, and the outstanding principal amount of, any particular Indebtedness Incurred pursuant to and in compliance with this covenant, any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) will be deemed Incurred at the time of original issuance of the Indebtedness at the accreted amount thereof. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Capital Stock in the form of additional shares of Disqualified Capital Stock with the same terms and increases in Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness. For purposes of determining any particular amount of Indebtedness under this “Limitation on Incurrence of Additional Indebtedness” covenant, Guarantees, Liens or obligations with respect to letters of credit otherwise supporting Indebtedness otherwise included in the determination of such particular amount will not be included. For purposes of determining compliance with this covenant, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (b)(1) through (19) above or is entitled to be Incurred pursuant to paragraph (a) above, the Company will, in its sole

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discretion, classify and may later reclassify such item of Indebtedness and may divide and classify and may later reclassify such Indebtedness in more than one of the types of Indebtedness described.

Limitation on Restricted Payments

The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, take any of the following actions (each, a “Restricted Payment”):

(a) declare or pay any dividend or return of capital or make any distribution on or in respect of shares of Capital Stock of the Company or any Restricted Subsidiary to holders of such Capital Stock, other than:

•  dividends, distributions or returns of capital payable in Qualified Capital Stock of the Company,

•  dividends, distributions or returns of capital payable to the Company and/or a Restricted Subsidiary, or

•  pro rata dividends, distributions or returns of capital paid to the Company and/or the Restricted Subsidiaries, on the one hand, and minority holders of Capital Stock of a Restricted Subsidiary, on the other hand;

(b) purchase, redeem or otherwise acquire or retire for value:

•  any Capital Stock of the Company, or

•  any Capital Stock of any Restricted Subsidiary, except for (i) Capital Stock held by the Company or a Restricted Subsidiary and (ii) purchases, redemptions, acquisitions or retirement for value of Capital Stock on a pro rata basis from the Company and/or any Restricted Subsidiary, on the one hand, and minority holders of Capital Stock of a Restricted Subsidiary, on the other hand, according to their respective percentage ownership of the Capital Stock of such Restricted Subsidiary;

(c) make any principal payment on, purchase, defease, redeem, prepay or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, as the case may be, any Subordinated Indebtedness (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (i) Subordinated Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within 120 days of the date of such payment, purchase, defeasance, redemption, prepayment, acquisition or retirement, and (ii) Indebtedness permitted under clauses (5) and (6) of the paragraph (b) of the covenant described under “— Limitation on Incurrence of Additional Indebtedness”); or

(d) make any Investment (other than Permitted Investments);

if, at the time of such Restricted Payment:

(1) a Default or an Event of Default has occurred and is continuing or would occur as a consequence thereof;

(2) immediately after giving effect to such transaction on a pro forma basis, the Company would not be able to Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Incurrence of Additional Indebtedness”; or

(3) the aggregate amount (the amount expended for these purposes, if other than in cash, being the Fair Market Value of the relevant property) of the proposed Restricted Payment, and all other Restricted Payments made on or after July 1, 2009 up to the date thereof (including Restricted Payments permitted by clauses (1), (3)(y) and (z) and (4) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph) will exceed the sum, without duplication, of:

(A) 50% of cumulative Consolidated Net Income of the Company accrued during the period, treated as one accounting period, beginning with the first full fiscal quarter commencing on or after July 1, 2009 to the end of the most recent fiscal quarter for which consolidated financial information

39

of the Company is available at the time of such Restricted Payment (or if such cumulative Consolidated Net Income is a loss, $0); plus

(B) 100% of the aggregate net cash proceeds and the Fair Market Value of property and assets (other than cash) to be used in a Permitted Business, in each case received by the Company on or after July 1, 2009 from (i) any contribution to the equity capital of the Company not representing an interest in Disqualified Capital Stock or (ii) issuance and sale of Qualified Capital Stock of the Company, including Qualified Capital Stock issued upon the conversion, exercise or exchange of Indebtedness, warrants or options (with any such Indebtedness, warrants or options being treated as an asset used in a Permitted Business) excluding, in each case, any net cash proceeds, and the Fair Market Value of property and assets other than cash:

(w) received from a Subsidiary of the Company;

(x) to the extent used to Incur Indebtedness pursuant to clause (14) of paragraph (b) of the covenant described under “— Limitation on Incurrence of Additional Indebtedness”;

(y) applied in accordance with clause (2), (3), (4) or (6) of the second paragraph of this covenant below; or

(z) received by the Company from the issuance of Designated Preferred Stock; plus

(C) the amount of Investment Returns calculated as of such date.

Notwithstanding the preceding paragraph, this covenant does not prohibit:

(1) the payment of any dividend, distribution or any redemption within 60 days after the date of declaration thereof, if such payment or redemption would have been permitted on the date of declaration pursuant to the preceding paragraph;

(2) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of any shares of Capital Stock of the Company:

(x) in exchange for Qualified Capital Stock of the Company (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of fractional shares); and

(y) through the application of the proceeds received by the Company within 90 days from a sale of Qualified Capital Stock of the Company or a contribution to the equity capital of the Company not representing an interest in Disqualified Capital Stock, in each case not received from a Subsidiary of the Company;

provided that the value of any such Qualified Capital Stock issued in exchange for such acquired Capital Stock and any such proceeds will be excluded from clause (3)(B) of the first paragraph of this covenant;

(3) the prepayment, purchase, redemption, repurchase, defeasance or other acquisition or retirement of any Subordinated Indebtedness:

(x) solely in exchange for, or through the application of the proceeds within 90 days of a sale, other than to a Subsidiary of the Company, of Qualified Capital Stock of the Company or Refinancing Indebtedness for such Subordinated Indebtedness;

(y) if no Default or Event of Default has occurred and is continuing, from Net Cash Proceeds from Asset Sales remaining after the application thereof as required by the covenant described under “— Limitation on Asset Sales” (including after making any Asset Sale Offer required to be made pursuant to such covenant and the application of the entire Asset Sale Offer Amount to purchase all Notes tendered pursuant to such Asset Sale Offer); or

(z) if no Default or Event of Default has occurred and is continuing, following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Issuer shall have complied with the covenant described under “— Change of Control” and, if

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required, purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing or repaying such Subordinated Indebtedness;

provided that the value of any Qualified Capital Stock issued in exchange for such Subordinated Indebtedness and any such proceeds will be excluded from clause (3)(B) of the first paragraph of this covenant;

(4) if no Default or Event of Default has occurred and is continuing, repurchases or acquisitions by the Company of Capital Stock of the Company or options, warrants, rights or other securities exercisable or convertible into Capital Stock of the Company from officers, employees, directors or consultants or former officers, employees, directors or consultants of the Company or any of its Subsidiaries or their authorized representatives pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement in an amount not to exceed $5 million in any calendar year; provided that if all or part of such $5 million is not used in a given year, it may be used in the next succeeding calendar year; provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Qualified Capital Stock of the Company to management, directors and consultants of the Company and its Restricted Subsidiaries that occurs on or after July 1, 2009; provided, further, that any such cash proceeds will be excluded from clause (3)(B) of the first paragraph of this covenant;

(5) if no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends or distributions to holders of any class or series of Disqualified Capital Stock of the Company or any of its Restricted Subsidiaries Incurred in accordance with the covenant described under “— Limitation on Incurrence of Additional Indebtedness”;

(6) the making of any Restricted Payment in exchange for, or through the application of the proceeds of a sale within 90 days, other than to a Subsidiary of the Company, of Qualified Capital Stock; provided that any such proceeds will be excluded from clause (3)(B) of the first paragraph of this covenant;

(7) non-cash repurchases of Common Stock deemed to occur upon the exercise of stock options if such Common Stock represents a portion of the exercise price of such options;

(8) if no Default or Event of Default has occurred and is continuing, the distribution, as a dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary of the Company by, Unrestricted Subsidiaries; provided that the acquisition of such Capital Stock or the lending of such Indebtedness was treated as a Restricted Payment;

(9) if no Default or Event of Default has occurred or is continuing, other Restricted Payments made after October 2, 2009 in an amount not to exceed in the aggregate $50 million;

(10) the declaration and payment of dividends or distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Capital Stock) of the Company or any of its Restricted Subsidiaries issued after October 2, 2009; provided that, immediately after giving pro forma effect to the issuance of such Designated Preferred Stock (assuming the payment of dividends thereon even if permitted to accrue under the terms thereof), the Company could Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Incurrence of Additional Indebtedness”; and

(11) the purchase of accounts receivable pursuant to a Receivables Repurchase Obligation in connection with a Qualified Receivables Transaction.

For purposes of any Designation of any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries in the Restricted Subsidiary subject to such Designation will be deemed to be Restricted Payments in an amount determined in accordance with the definition of Investment.

The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such

41

Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined in good faith by the Board of Directors of the Company.

Limitation on Asset Sales

The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless:

(1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the Fair Market Value of the assets sold or otherwise disposed of, and

(2) at least 75% of the consideration received for the assets sold by the Company or the Restricted Subsidiary, as the case may be, in the Asset Sale will be in the form of cash or Cash Equivalents.

Solely for purposes of clause (2) of the immediately preceding paragraph, the following will be deemed to be cash:

(a) the amount (without duplication) of any liabilities (other than liabilities that are by their terms subordinated to the Notes, the Elan Note Guarantee or any Subsidiary Note Guarantee) of the Company or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which the Company or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness;

(b) the amount of any obligations, notes or other securities received from such transferee that are within 120 days converted by the Company or such Restricted Subsidiary to cash or Cash Equivalents (to the extent of the cash or Cash Equivalents actually so received); and

(c) the Fair Market Value of (i) any assets (other than securities) received by the Company or any Restricted Subsidiary to be used by it in a Permitted Business, (ii) Capital Stock in a Person that is engaged in a Permitted Business that is or thereby becomes a Restricted Subsidiary or (iii) a combination of (i) and (ii).

The Company or such Restricted Subsidiary, as the case may be, may apply the Net Cash Proceeds of any such Asset Sale within 365 days after receipt thereof, at its option, to:

(a) prepay, repay or purchase any Pari Passu Indebtedness of the Company, the Issuer or any Subsidiary Note Guarantor (provided that if the Company shall so prepay, repay or repurchase any such Pari Passu Indebtedness, the Company shall make an offer to purchase the pro rata principal amount of the Notes (in accordance with the procedures set forth below for an Asset Sale Offer) at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase) or Indebtedness of a Restricted Subsidiary that is not a Subsidiary Note Guarantor and, in the case of any such repayment under any revolving credit facility, to effect a permanent reduction in the commitments with respect thereto; and/or

(b) purchase, acquire or otherwise invest in:

(1) any property or assets that replace the property or assets that are the subject of such Asset Sale,

(2) any property or assets (other than securities or current assets as determined in accordance with GAAP) useful to the Company or any Restricted Subsidiary in the conduct of a Permitted Business from a Person other than the Company and the Restricted Subsidiaries,

(3) all or substantially all of the assets of a Person engaged in a Permitted Business,

(4) the Capital Stock of a Person engaged in a Permitted Business that (i) is a Restricted Subsidiary to the extent such Capital Stock is acquired from a Person other than the Company or its

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Subsidiaries or (ii) becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary, or

(5) a combination of (1), (2), (3) and (4); and/or

(c) make a capital expenditure that is useful to the Company or any Restricted Subsidiary in the conduct of a Permitted Business.

To the extent all or a portion of the Net Cash Proceeds of any Asset Sale is not applied within the 365 days after the Asset Sale as described in clause (a), (b) or (c) of the immediately preceding paragraph, the Company will make an offer to purchase Notes (the “Asset Sale Offer”) at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest thereon, to the date of purchase (the “Asset Sale Offer Amount”). The Company will purchase pursuant to an Asset Sale Offer from all tendering Holders on a pro rata basis, and, at the Company’s option, on a pro rata basis from the holders of any other Pari Passu Indebtedness with similar provisions requiring the Company to offer to purchase, redeem or repay the other Pari Passu Indebtedness with the proceeds of Asset Sales, that principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of Notes and the other Pari Passu Indebtedness to be purchased, redeemed or repaid at the price set forth in the documentation governing such other Pari Passu Indebtedness equal to such unapplied Net Cash Proceeds.

The Company may, however, defer an Asset Sale Offer until there is an aggregate amount of unapplied Net Cash Proceeds from one or more Asset Sales equal to or in excess of $20 million. At that time, the entire amount of unapplied Net Cash Proceeds, and not just the amount in excess of $20 million, will be applied as required pursuant to this covenant. Pending the final application of any Net Cash Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest or use the Net Cash Proceeds in any manner that is not prohibited by the Indenture.

Each notice of an Asset Sale Offer will be mailed first class, postage prepaid, to each Holder of Notes as shown on the register of Holders within 20 days following the 365th day of the receipt of Net Cash Proceeds of any Asset Sale, with a copy to the Trustee, offering to purchase the Notes as described above. Each notice of an Asset Sale Offer will state, among other things, the purchase date (the “Asset Sale Offer Payment Date”), which shall be a Business Day no earlier than 30 days nor later than 60 days from the date the notice is mailed, other than as may be required by law. Upon receiving notice of an Asset Sale Offer, Holders may elect to tender their Notes in whole or in part (in a principal amount of $100,000 or an integral multiple of $1,000 in excess thereof such that no Note of less than $100,000 remains outstanding thereafter) in exchange for cash.

On the Asset Sale Offer Payment Date, the Company will, to the extent lawful:

(1) accept for payment all Notes or portions thereof properly tendered (and not validly withdrawn) pursuant to the Asset Sale Offer;

(2) deposit with the Paying Agent funds in an amount equal to the Asset Sale Offer Amount in respect of all Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Company.

To the extent Holders of Notes, and holders of other Pari Passu Indebtedness, if any, which are the subject of an Asset Sale Offer, properly tender and do not validly withdraw Notes or the other Pari Passu Indebtedness in an aggregate amount exceeding the amount of unapplied Net Cash Proceeds, the Company will purchase the Notes and the other Pari Passu Indebtedness on a pro rata basis (based on amounts tendered). If only a portion of a Note is purchased pursuant to an Asset Sale Offer, a new Note in a principal amount equal to the portion thereof not purchased will be issued in the name of the Holder thereof upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interests in a global note will be made, as appropriate); provided that each such new Note will be in a principal amount of

43

$100,000 or an integral multiple of $1,000 in excess thereof. Notes (or portions thereof) purchased pursuant to an Asset Sale Offer will be cancelled and cannot be reissued.

The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other applicable securities laws in connection with the purchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any applicable securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company will comply with these laws and regulations and will not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by doing so.

Upon completion of an Asset Sale Offer, the amount of Net Cash Proceeds will be reset at zero. Accordingly, to the extent that the aggregate amount of Notes and other Indebtedness tendered pursuant to an Asset Sale Offer is less than the aggregate amount of unapplied Net Cash Proceeds, the Company may use any remaining Net Cash Proceeds for general corporate purposes of the Company and its Restricted Subsidiaries.

In the event of the transfer of substantially all (but not all) of the property and assets of the Company and its Restricted Subsidiaries as an entirety to a Person in a transaction permitted under “— Limitation on Merger, Consolidation and Sale of Assets,” the Surviving Entity will be deemed to have sold the properties and assets of the Company and its Restricted Subsidiaries not so transferred for purposes of this covenant, and will comply with the provisions of this covenant with respect to the deemed sale as if it were an Asset Sale. In addition, the Fair Market Value of properties and assets of the Company or its Restricted Subsidiaries so deemed to be sold will be deemed to be Net Cash Proceeds for purposes of this covenant.

If at any time any non-cash consideration received by the Company or any Restricted Subsidiary, as the case may be, in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash (other than interest received with respect to any non-cash consideration), the conversion or disposition will be deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof will be applied in accordance with this covenant within 365 days after such conversion or disposition.

Limitation on Designation of Unrestricted Subsidiaries

The Company may designate after the Issue Date any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company, but excluding either Issuer) as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(1) no Default or Event of Default has occurred and is continuing after giving effect to such Designation;

(2) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company that is not a Subsidiary of the Subsidiary so designated;

(3) the Subsidiary to be so designated and its Subsidiaries do not at the time of Designation have and do not thereafter Incur any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any of its Restricted Subsidiaries; and

(4) either (x) the Subsidiary to be so designated has total consolidated assets of $1,000 or less or (y) if such Subsidiary has consolidated assets greater than $1,000, then such Designation would be permitted under the covenant described under “— Limitation on Restricted Payments”.

The Company may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) only if, immediately after giving effect to such Revocation:

(1) (x) the Company could Incur at least $1.00 of additional Indebtedness under paragraph (a) of the covenant described under “— Limitation on Incurrence of Additional Indebtedness” or (y) the Consolidated Net Fixed Charge Coverage Ratio of the Company would be greater than immediately prior to such Revocation, in each case on a pro forma basis taking into account such Revocation;

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(2) all Liens of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if Incurred at such time, have been permitted to be Incurred for all purposes of the Indenture; and

(3) no Default or Event of Default has occurred and is continuing after giving effect to such Revocation.

Each Designation and Revocation must be evidenced by promptly delivering to the Trustee a Board Resolution of the Board of Directors of the Company giving effect to such Designation or Revocation, as the case may, and an Officers’ Certificate certifying compliance with the preceding provisions.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on or in respect of its Capital Stock to the Company or any other Restricted Subsidiary or pay any Indebtedness owed to the Company or any other Restricted Subsidiary;

(2) make loans or advances to the Company or any other Restricted Subsidiary; or

(3) transfer any of its property or assets to the Company or any other Restricted Subsidiary; except, in each case, for encumbrances or restrictions existing under or by reason of:

(a) applicable law, rule, regulation or order;

(b) any agreement or instrument in existence on October 2, 2009;

(c) the Notes, the Elan Note Guarantee, the Subsidiary Note Guarantees and the Indenture;

(d) customary non-assignment provisions of any contract and customary provisions restricting assignment or subletting in any lease governing a leasehold interest of any Restricted Subsidiary and customary restrictions imposed on the transfer of copyrighted, patented or trademarked materials;

(e) any instrument governing Acquired Indebtedness, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person, so acquired;

(f) a binding agreement which has been entered into for the sale or disposition of Capital Stock or assets of such Restricted Subsidiary; provided that such restrictions apply solely to the Capital Stock or assets of such Restricted Subsidiary being sold;

(g) secured Indebtedness otherwise permitted to be Incurred pursuant to the covenant described under “— Limitation on Incurrence of Additional Indebtedness” and “— Limitation on Liens” that limit the right of the debtor with respect to the assets securing such Indebtedness;

(h) customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture, asset sale and stock sale agreements and other similar agreements entered into in the ordinary course of business that restrict the transfer of ownership interests in such partnership, limited liability company, joint venture or similar Person;

(i) restrictions on cash or other deposits or net worth imposed by customers, suppliers or landlords under contracts entered into in the ordinary course of business;

(j) Indebtedness or other encumbrances or restrictions of a Receivables Subsidiary in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Receivables Subsidiary;

(k) any other agreement governing Indebtedness entered into after October 2, 2009 that contains encumbrances and restrictions that are not materially more restrictive, taken as a whole, with respect

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to any Restricted Subsidiary than those in effect on October 2, 2009 with respect to that Restricted Subsidiary pursuant to agreements in effect on October 2, 2009;

(l) other Indebtedness of Restricted Subsidiaries that are Subsidiary Note Guarantors in an aggregate principal amount at any one time outstanding not to exceed $175 million; and

(m) any encumbrances or restrictions imposed by any amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (a) through (l) above; provided that such amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings are, in the good faith judgment of the Company, not materially more restrictive, taken as a whole, with respect to such encumbrances and restrictions than those prior to such amendments, amendments and restatements, supplements, modifications, extensions, renewals, replacements or refinancings.

Limitation on Liens

The Company will not, and will not cause or permit the Issuer or any Subsidiary Note Guarantor to, directly or indirectly, Incur any Liens of any kind (except for Permitted Liens) against or upon any of their respective properties or assets, whether owned on October 2, 2009 or acquired after October 2, 2009, or any proceeds therefrom, to secure any Indebtedness unless contemporaneously therewith effective provision is made to secure the Notes, in the case of the Issuer, the Elan Note Guarantee, in the case of the Company, and the relevant Subsidiary Note Guarantee, in the case of a Subsidiary Note Guarantor, and all other amounts due under the Indenture, in each case, equally and ratably with such Indebtedness (or, in the event that such Indebtedness is subordinated in right of payment to the Notes, the Elan Note Guarantee or the relevant Subsidiary Note Guarantee, as the case may be, prior to such Indebtedness) with a Lien on the same properties and assets securing such Indebtedness for so long as such Indebtedness is secured by such Lien.

Limitation on Merger, Consolidation and Sale of Assets

The Company will not, and will not cause or permit the Issuer to, and the Issuer will not, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not the Company or the Issuer, as applicable, is the surviving or continuing Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets of the Company (determined on a consolidated basis for the Company and the Restricted Subsidiaries) or the Issuer, as applicable, to any Person (each such event involving the Company, a “Company Merger or Sale Event”, and each such event involving the Issuer, an “Issuer Merger or Sale Event”) unless:

(a) either:

(1) except in the case of a consolidation or merger between the Company and the Issuer, the Company, in the case of a Company Merger or Sale Event, or the Issuer, in the case of an Issuer Merger or Sale Event, will be the surviving or continuing Person, or

(2) the Person (if other than the Company or the Issuer, as applicable) formed by such consolidation or into which the Company or the Issuer, as applicable, is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition the properties and assets of the Company and the Restricted Subsidiaries, or of the Issuer, as the case may be, substantially as an entirety (the “Surviving Entity”):

(A) will be a corporation, partnership or limited liability company organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, Bermuda, Canada, Switzerland, Japan, any AAA Rated Country or any European Union Country; provided that, in the case of the Surviving Entity for Elan Finance Corp., only the United States of America, any state thereof or the District of Columbia shall be permitted jurisdictions of organization; and

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(B) will expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all obligations of the Issuer under the Notes and the Indenture, in the case of an Issuer Merger or Sale Event, or all obligations of the Company under the Elan Note Guarantee and the Indenture, in the case of a Company Merger or Sale Event and all obligations of the Issuer or the Company, as applicable, under the Registration Rights Agreement;

(b) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(2)(B) above (including giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or to be Incurred in connection with or in respect of such transaction) and the use of any net proceeds therefrom, the Company (after an Issuer Merger or Sale Event or after a Company Merger or Sale Event if the Company is the surviving or continuing Person) or such Surviving Entity (after a Company Merger or Sale Event):

(1) could incur $1.00 of additional Indebtedness pursuant to paragraph (a) of the covenant described under “— Limitation on Incurrence of Additional Indebtedness”; or

(2) would have a Consolidated Net Fixed Charge Coverage Ratio equal to or greater than the Consolidated Net Fixed Charge Coverage Ratio of the Company immediately prior to such transaction;

(c) immediately after giving effect to such transaction and the assumption contemplated by clause (a)(2)(B) above (including, without limitation, giving effect on a pro forma basis to any Indebtedness, including any Acquired Indebtedness, Incurred or to be Incurred and the use of any net proceeds therefrom and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default will have occurred or be continuing; and

(d) the Company, the Issuer or the Surviving Entity, whichever entity is the surviving or continuing Person after a Company Merger or Sale Event or an Issuer Merger or Sale Event, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if required in connection with such transaction, the supplemental indenture, comply with the applicable provisions of the Indenture and the Elan Note Guarantee (only with respect to a Company Merger or Sale Event) and that all conditions precedent in the Indenture relating to such transaction have been satisfied.

For purposes of this covenant, the sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and assets of one or more Restricted Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company (determined on a consolidated basis for the Company and the Restricted Subsidiaries), will be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

Notwithstanding the foregoing clauses (b) and (c) above:

(1) the Company or any Restricted Subsidiary may merge or consolidate with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or any part of its properties or assets to, the Company, the Issuer or another Restricted Subsidiary; and

(2) the Company and the Issuer may merge or consolidate with or into, or transfer all of its properties and assets to, an Affiliate of the Company or the Issuer, as the case may be, incorporated or formed solely for the purpose of either reincorporating or reforming the Company or the Issuer, as the case may be, in another jurisdiction listed in clause (a)(2)(A) above so long as the amount of Indebtedness of the Company and its Restricted Subsidiaries is not increased thereby.

Upon any Company Merger or Sale Event in which the Company is not the surviving or continuing Person, the Surviving Entity will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Elan Note Guarantee with the same effect as if such Surviving Entity had been named as such.

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Upon any Issuer Merger or Sale Event in which the Issuer is not the continuing Person, the Surviving Entity will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indenture and the Notes with the same effect as if such Surviving Entity had been named as such.

For the avoidance of doubt, compliance with this covenant will not affect the obligations of the Issuer under “— Change of Control”, if applicable.

Except as provided in the third paragraph under the heading “— Note Guarantees”, no Subsidiary Note Guarantor may, in a single transaction or series of related transactions, consolidate or merge with or into any Person (whether or not such Subsidiary Note Guarantor is the surviving or continuing Person), other than the Company, the Issuer or another Subsidiary Note Guarantor, unless:

(a) either:

(1) such Subsidiary Note Guarantor will be the surviving or continuing Person; or

(2) the Person (if other than such Subsidiary Note Guarantor) formed by such consolidation or into which such Subsidiary Note Guarantor is merged will expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all obligations of such Subsidiary Note Guarantor under the Subsidiary Note Guarantee of such Subsidiary Note Guarantor and the Indenture and all obligations of such Subsidiary Note Guarantor under the Registration Rights Agreement; and

(b) immediately after giving effect to such transaction, no Default or Event of Default will have occurred or be continuing.

Upon any consolidation or merger of a Subsidiary Note Guarantor in which such Subsidiary Note Guarantor is not the surviving or continuing Person, the surviving or continuing Person formed by such consolidation or into which such Subsidiary Note Guarantor is merged will succeed to, and be substituted for, and may exercise every right and power of, such Subsidiary Note Guarantor under the Subsidiary Note Guarantee of such Subsidiary Note Guarantor with the same effect as if such surviving or continuing Person had been named as such.

Limitation on Transactions with Affiliates

(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with, or for the benefit of, any of its Affiliates (each an “Affiliate Transaction”), unless:

(1) the terms of such Affiliate Transaction are not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary;

(2) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $5 million, the terms of such Affiliate Transaction will be approved by a majority of the members of the Board of Directors of the Company (including a majority of the disinterested members thereof), the approval to be evidenced by a Board Resolution, delivered to the Trustee, stating that the Board of Directors has determined that such transaction complies with the preceding provisions; and

(3) in the event that such Affiliate Transaction involves aggregate payments, or transfers of property or services with a Fair Market Value, in excess of $15 million, the Company or such Restricted Subsidiary will, prior to the consummation thereof, obtain and deliver to the Trustee an opinion from an Independent Financial Advisor that such Affiliate Transaction is either fair, from a financial point of view, to the Company and its Restricted Subsidiaries or is on terms not materially less favorable to the Company or such Restricted Subsidiary than those that could be obtained in a comparable transaction at

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such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

(b) Paragraph (a) above will not apply to:

(1) Affiliate Transactions with or among the Company and any Restricted Subsidiary (other than a Receivables Subsidiary) or between or among Restricted Subsidiaries (other than a Receivables Subsidiary);

(2) reasonable director, officer, employee and consultant compensation (including bonuses) and other benefits (including, without limitation, retirement, health, stock option and other benefit plans), indemnification agreements or arrangements, compensation, employment and severance agreements or arrangements, in each case approved by the Board of Directors or senior management of the Company;

(3) transactions effected as part of a Qualified Receivables Transaction that are customary in connection therewith;

(4) (A) any transaction with an Affiliate where the only consideration paid by the Company or a Restricted Subsidiary is Qualified Capital Stock of the Company or (B) the issuance or sale of any Qualified Capital Stock of the Company;

(5) Affiliate Transactions undertaken pursuant to the terms of any contractual obligations or rights in existence on October 2, 2009, and any amendment or supplement thereto that, taken in its entirety, is not materially less favorable to the Company or a Restricted Subsidiary, as the case may be, than such contractual obligation or right as in effect on October 2, 2009;

(6) Permitted Investments and any Restricted Payments made in compliance with the covenant described under “— Limitation on Restricted Payments”; and

(7) transactions with a Person (other than an Unrestricted Subsidiary) that is an Affiliate of the Company solely because the Company or a Restricted Subsidiary owns an equity interest in, or otherwise controls, such Person; provided that no Affiliate of the Company or any of its Subsidiaries other than the Company or a Restricted Subsidiary has a beneficial interest in such Person.

Reports to Holders

Notwithstanding that the Company may not be required to be or remain subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, so long as any Notes remain outstanding, the Company will file with or furnish to the Commission, within the time periods applicable to the Company under the Exchange Act (unless such filing is not permitted under the Exchange Act or by the Commission), the annual reports, information, documents and other reports that the Company is required to file with the Commission pursuant to such Section 13(a) or 15(d) or would be so required to file if the Company were so subject. The Company will also, within 15 days after the date on which the Company so files the same with the Commission (or would be required to so file if filing is not permitted by the Commission), deliver to the Holders by first-class mail to each Holder’s registered address and to the Trustee, copies of any such information, documents and reports (without exhibits) so required to be filed.

The availability of the foregoing materials on either the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system) or on the Company’s website will be deemed to satisfy the Company’s delivery obligation.

In addition, at any time when the Company or the Issuer is not subject to or is not current in its reporting obligations, the Company or the Issuer, as the case may be, will make available, upon request, to any Holder, to securities analysts and to any prospective purchaser of Notes the information required pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

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Events of Default

The following are “Events of Default” with respect to the Notes:

(1) default in the payment when due of the principal of or premium, if any, on any Notes, including the failure to make a required payment to purchase Notes tendered pursuant to an optional redemption, Change of Control Offer or Asset Sale Offer;

(2) default for 30 days or more in the payment when due of interest (including additional interest payable under the Registration Rights Agreement) or Additional Amounts on any Notes;

(3) the failure by the Company, the Issuer or any Restricted Subsidiary to comply with the covenant described under “— Certain Covenants — Limitation on Merger, Consolidation and Sale of Assets”;

(4) the failure by the Company or any Restricted Subsidiary to comply with any other covenant or agreement contained in the Indenture or in the Notes for 60 days or more after written notice thereof to the Company from the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes;

(5) default by the Company or any Restricted Subsidiary under any Indebtedness which:

(a) is caused by a failure to pay principal on such Indebtedness at its final stated maturity prior to the expiration of any applicable grace period provided in such Indebtedness; or

(b) results in the acceleration of such Indebtedness prior to its final stated maturity;

and, in each case, the principal or accreted amount of Indebtedness covered by (a) or (b) at the relevant time aggregates $40.0 million or more;

(6) failure by the Company or any of the Restricted Subsidiaries to pay one or more final judgments entered by a court or courts of competent jurisdiction against any of them that exceed $40.0 million (net of amounts covered by insurance or bonded) for the payment of money, which judgment(s) are not satisfied, annulled, rescinded, discharged or stayed for a period of 60 days or more after such entry;

(7) certain events of bankruptcy affecting the Company, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or

(8) the Elan Note Guarantee or any Subsidiary Note Guarantee of any Subsidiary Note Guarantor that is a Significant Subsidiary is, or Subsidiary Note Guarantees of any group of Subsidiary Note Guarantors that, taken together, would constitute a Significant Subsidiary are, held to be unenforceable or invalid in a judicial proceeding, or the Company, any such Subsidiary Note Guarantor or any such group of Subsidiary Note Guarantors, denies or disaffirms the Company’s obligations under its Elan Note Guarantee, such Subsidiary Note Guarantor’s obligations under its Subsidiary Note Guarantee or such group of Subsidiary Note Guarantors’ obligations under their Subsidiary Note Guarantees, as the case may be.

If an Event of Default (other than an Event of Default specified in clause (7) above with respect to the Company) occurs and is continuing, the Trustee, by written notice to the Issuer, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding, by written notice to the Issuer and the Trustee, may declare (an “acceleration declaration”) the unpaid principal of and premium, if any, and accrued and unpaid interest on all the Notes to be immediately due and payable. Upon such acceleration declaration, the unpaid principal of and premium, if any, and accrued and unpaid interest on all the Notes will become immediately due and payable. If an Event of Default specified in clause (7) above with respect to the Company occurs, then the unpaid principal of and premium, if any, and accrued and unpaid interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

At any time after an acceleration declaration with respect to the Notes, as described in the preceding paragraph, the Holders of at least a majority in aggregate principal amount of the outstanding Notes may waive all past defaults and rescind and annul such acceleration and its consequences if all existing Events of

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Default except nonpayment of principal and interest that has become due solely because of the acceleration, have been cured or waived as provided in the Indenture, and the rescission would not conflict with any judgment, decree or order of a court of competent jurisdiction.

The Holders of at least a majority in aggregate principal amount of the then-outstanding Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of, premium, if any (including Additional Amounts), or interest (including any additional interest) on any Notes or in respect of a covenant or provision of the Indenture that cannot be modified or superseded without the consent of the Holder of each outstanding Note affected.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against any loss, liability or expense. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

No Holder of any Notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless:

(1) such Holder gives to the Trustee written notice of a continuing Event of Default;

(2) Holders of at least 25% in aggregate principal amount of then outstanding Notes make a written request to pursue the remedy;

(3) such Holders of the Notes have offered to the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee does not comply within 60 days after receipt of such notice and the offer of security or indemnity; and

(5) during such 60-day period the Holders of a majority in aggregate principal amount of then-outstanding Notes do not give the Trustee a written direction which, in the opinion of the Trustee, is inconsistent with the request;

provided that a Holder of a Note may institute suit for enforcement of payment of the principal of and premium, if any, or interest on such Note on or after the respective due dates expressed in such Note (after giving effect to the grace period specified in clause (1) of the first paragraph of this “— Events of Default” section).

The Company is required to deliver to the Trustee written notice of any event which would constitute certain Defaults or Events of Default, their status and what action the Company is taking or proposes to take in respect thereof. In addition, the Company shall deliver to the Trustee, within 180 days after the end of each fiscal year, an Officers’ Certificate indicating whether the signers thereof know of any Default or Event of Default that occurred during the previous fiscal year. The Indenture provides that if a Default or Event of Default occurs, is continuing and is actually known to the Trustee, the Trustee must mail to each Holder of Notes notice of the Default or Event of Default within 90 days after the occurrence thereof. Except in the case of a Default or Event of Default in the payment of principal of, premium (including Additional Amounts), if any, or interest (including additional interest, if any) on any Note, the Trustee may withhold notice if and so long as a committee of its trust officers in good faith determines that withholding such notice is in the interests of the Holders of Notes.

Legal Defeasance and Covenant Defeasance

The Issuer may, at its option and at any time, elect to have its obligations and the obligations of the Company and the Subsidiary Note Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Legal Defeasance means that (i) the Issuer will be deemed to have paid and discharged the

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entire Indebtedness represented by the outstanding Notes, (ii) the Company will be deemed to have paid and discharged the entire Indebtedness related to such Notes to the extent represented by the Elan Note Guarantee and (iii) the Subsidiary Note Guarantors will be deemed to have paid and discharged the entire Indebtedness related to such Notes to the extent represented by the Subsidiary Note Guarantees, and the Indenture will cease to be of further force or effect as to outstanding Notes and the Elan Notes Guarantee and the Subsidiary Note Guarantees with respect to such Notes, except for:

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely from the trust specified in clause (1) of the second succeeding paragraph;

(2) the Issuer’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;

(3) the rights, powers, trust, duties and immunities of the Trustee and the Issuer’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Issuer may, at its option and at any time, elect to have the obligations of the Company and the Restricted Subsidiaries released with respect to most of the covenants that are described in the Indenture, except as otherwise described in the Indenture (“Covenant Defeasance”), and thereafter any omission to comply with such obligations will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under “— Events of Default” will no longer constitute an Event of Default with respect to the Notes. The Issuer may exercise its Legal Defeasance option regardless of whether it previously exercised Covenant Defeasance.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Issuer must irrevocably deposit with the Trustee, in trust for the benefit of the Holder of Notes, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, without reinvestment, in the opinion of a nationally recognized firm of independent public accountants selected by the Issuer, to pay the principal of, premium, if any, and interest on the Notes, on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(2) in the case of Legal Defeasance, the Issuer will have delivered to the Trustee an Opinion of Counsel from counsel in the United States reasonably acceptable to the Trustee to the effect that:

(a) the Issuer or the Company has received from, or there has been published by, the Internal Revenue Service, a letter ruling of the Internal Revenue Service; or

(b) since October 2, 2009, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will state that, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; provided, however, that such Opinion of Counsel need not be delivered if all Notes not previously delivered to the Trustee for cancellation have become due and payable or will become due and payable at their Stated Maturity within one year under arrangements satisfactory to the Trustee;

(3) in the case of Covenant Defeasance, the Issuer has delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee to the effect that the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same

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manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) in the case of Legal Defeasance or Covenant Defeasance, the Issuer has delivered to the Trustee:

(a) an Opinion of Counsel in Ireland (or such other jurisdiction in which the Issuer and/or the Company is organized) from counsel reasonably acceptable to the Trustee and independent of the Issuer and the Company to the effect that the Holders of the Notes will not recognize income, gain or loss for Irish (or such other jurisdiction in which the Issuer is organized) tax purposes as a result of Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Irish (or such other jurisdiction in which the Issuer and/or the Company is organized) taxes on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred; or

(b) a ruling directed to the Trustee received from the tax authorities of Ireland (or such other jurisdiction in which the Issuer and/or the Company is organized) to the same effect as the Opinion of Counsel described in clause (a) above;

(5) the Company will have delivered to the Trustee an Officers’ Certificate stating that such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound (except any breach, violation or default as a result of the borrowing of the funds required to effect the deposit pursuant to clause (1) of this paragraph);

(6) the Issuer will have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made with the intent of preferring the Holders of the Notes over any other creditors of the Issuer or the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuer or the Company; and

(7) the Issuer will have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel from counsel reasonably acceptable to the Trustee and independent of the Issuer and the Company, each stating that all conditions precedent provided for in, in the case of the Officers’ Certificate, clauses (1) through (6) of this paragraph and, in the case of the Opinion of Counsel, clauses (2) and/or (3) and (4) of this paragraph, in each case, have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to rights of registration of transfer or exchange of the Notes, which will survive until all Notes have been cancelled) as to all outstanding Notes when either:

(1) all the Notes that have been authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from this trust) have been delivered to the Trustee for cancellation; or

(2) (a) all Notes not delivered to the Trustee for cancellation otherwise have become due and payable, will become due and payable, or may be called for redemption, within one year or have been called for redemption pursuant to the provisions described under “— Optional Redemption”, and the Issuer has irrevocably deposited or caused to be deposited with the Trustee funds in trust sufficient to pay and discharge the entire Indebtedness (including all principal and accrued interest) on the Notes not theretofore delivered to the Trustee for cancellation;

(b) the Issuer has paid all sums payable by it under the Indenture; and

(c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or on the date of redemption, as the case may be.

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In addition, the Issuer must deliver an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent to satisfaction and discharge have been complied with.

Transfer and Exchange

A Holder of the Notes will be able to register the transfer of or exchange Notes only in accordance with the provisions of the Indenture. The Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Without the prior consent of the Issuer, the Registrar is not required to register the transfer of or exchange any Note:

(1) selected for redemption;

(2) for a period of 15 days before a selection of Notes to be redeemed; or

(3) between a record date and the next succeeding interest payment date.

For restrictions on the transfer and exchange of any Note, see “Book-Entry”.

Modification of the Indenture

From time to time, the Issuer, the Company, the Subsidiary Note Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture or the Notes for certain specified purposes, including curing ambiguities, defects or inconsistencies, adding guarantees or covenants, issuing Additional Notes or Exchange Notes, to provide for the assumption of the Company’s or the Issuer’s obligations to the Holders in the case of a merger, consolidation or sale of all or substantially all of its assets in accordance with “— Limitation on Merger, Consolidation and Sale of Assets”, to release any Subsidiary Note Guarantor from any of its obligations under its Subsidiary Note Guarantee or the Indenture (to the extent permitted by the Indenture), to make any other change that does not materially adversely affect the rights of any Holder or, in the case of the Indenture, to maintain the qualification of the Indenture under the Trust Indenture Act. Other modifications and amendments of the Indenture or the Notes may be made with the consent of the Holders of at least a majority in principal amount of then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may:

(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;

(2) reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest and additional interest, if any, on any Notes or change in any adverse respect the obligation of the Issuers and the Note Guarantors to pay Additional Amounts;

(3) reduce the principal of or change or have the effect of changing the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or repurchase, or reduce the redemption or repurchase price therefor;

(4) make any Notes payable in money other than that stated in the Notes;

(5) make any change in provisions of the Indenture entitling each Holder to receive payment of principal of, premium, if any, and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(6) amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in respect of a Change of Control that has occurred;

(7) make any change in the provisions of the Indenture described under “— Payment of Additional Amounts” that adversely affects the rights of any Holder of Notes or amend the terms of the Notes in a way that would result in a loss of exemption from Taxes;

(8) eliminate or modify in any manner the obligations of the Company with respect to its Elan Note Guarantee or of any Subsidiary Note Guarantor that is a Significant Subsidiary (or group of Subsidiary Note Guarantors that, taken together, would constitute a Significant Subsidiary) in respect of its

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Subsidiary Note Guarantee (or their Subsidiary Note Guarantees), which adversely affects Holders in any material respect, except as contemplated in the Indenture; or

(9) make any change in the provisions of the Indenture or the related definitions affecting the ranking of the Notes, the Elan Note Guarantee or any Subsidiary Note Guarantee in a manner which adversely affects the Holders.

Governing Law; Jurisdiction

The Indenture and the Notes will be governed by, and construed in accordance with, the law of the State of New York. The Issuer, the Subsidiary Note Guarantors and the Company consent to the non-exclusive jurisdiction of the Federal and State courts located in the City of New York, Borough of Manhattan, and have appointed an agent for service of process with respect to any actions brought in these courts arising out of or based on the Indenture or the Notes.

The Trustee

Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign as provided in the TIA.

No Personal Liability

No incorporator, director, officer, employee, shareholder or controlling Person, as such, of the Issuer, the Company or any Subsidiary Note Guarantor will have any liability for any obligations of the Issuer under the Notes or the Indenture, the Company under the Elan Note Guarantee or the Indenture or any Subsidiary Note Guarantor under its Subsidiary Note Guarantee or the Indenture for any claims based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes, the Elan Note Guarantee and the Subsidiary Note Guarantees. The waiver may not be effective to waive liabilities under the U.S. federal securities laws. It is the view of the Commission that this type of waiver is against public policy.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for a full definition of all such terms, as well as any other terms used herein for which no definition is provided.

“AAA Rated Country” means a country having, at any date of determination, a credit rating of AAA from S&P or Aaa from Moody’s.

“Acceleration Declaration” has the meaning set forth under “— Events of Default”.

“Acquired Indebtedness” means, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person becomes a Restricted Subsidiary of or merges or consolidates with or into such specified Person or (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person, in each case, other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary becomes a Restricted Subsidiary or was otherwise acquired by such specified Person, or such asset was acquired by such specified Person, as applicable. Such Indebtedness will be deemed to have been Incurred at the time such Person becomes a

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Restricted Subsidiary of or merges or consolidates with or into such specified Person or at the time such asset is acquired by such specified Person.

“Additional Amounts” has the meaning set forth under “— Payment of Additional Amounts” above.

“Additional Notes” has the meaning set forth under “— Additional Notes” above.

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. No Person (other than the Company or any Subsidiary of the Company) in which a Receivables Subsidiary makes an Investment in connection with a Qualified Receivables Transaction will be deemed to be an Affiliate of the Company or any of its Subsidiaries solely by reason of such Investment. For purposes of the covenant described under “— Certain Covenants — Limitation on Transactions with Affiliates”, Affiliates will be deemed to include, with respect to any specified Person, any other Person (1) which beneficially owns or holds, directly or indirectly, 10% or more of any class of the Voting Stock of the specified Person or (2) of which 10% or more of the Voting Stock is beneficially owned or held, directly or indirectly, by the specified Person. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” have correlative meanings.

“Affiliate Transaction” has the meaning set forth under “— Certain Covenants — Limitation on Transactions with Affiliates”.

“Alternative Offer” has the meaning set forth under “— Change of Control”.

“Applicable Premium” has the meaning set forth under “— Optional Redemption — Make Whole Redemption”.

“Asset Acquisition” means:

(1) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person becomes a Restricted Subsidiary, or is merged with or into the Company or any Restricted Subsidiary;

(2) the acquisition by the Company or any Restricted Subsidiary of the assets of any Person (other than a Subsidiary of the Company) which constitute all or substantially all of the assets of such Person or comprises any division or line of business of such Person or any other properties or assets of such Person other than in the ordinary course of business; or

(3) any Revocation with respect to an Unrestricted Subsidiary.

“Asset Sale” means any direct or indirect sale, disposition, issuance, conveyance, transfer, lease, assignment or other transfer, including a Sale and Leaseback Transaction (each, a “disposition”), by the Company or any Restricted Subsidiary of:

(a) any Capital Stock (other than Capital Stock of the Company); or

(b) any properties or assets (other than Capital Stock, cash or Cash Equivalents) of the Company or any Restricted Subsidiary made outside the ordinary course of business.

Notwithstanding the foregoing, the following items will not be deemed to be Asset Sales:

(1) a disposition permitted under “— Certain Covenants — Limitation on Merger, Consolidation and Sale of Assets”;

(2) the disposition of damaged, obsolete or worn-out equipment or assets that are no longer useful in the business of the Company or any of its Restricted Subsidiaries;

(3) the making of Permitted Investments and Restricted Payments permitted under the covenant described under “— Certain Covenants — Limitation on Restricted Payments”;

(4) the creation of or realization on any Lien permitted under the Indenture;

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(5) the sale or grant of licenses or sublicenses to use, or the assignment of, patents, trade secrets, know-how and other intellectual property, and the grant of licenses or sublicenses to use, or the lease or sublease of, other properties or assets of the Company or any Restricted Subsidiary to the extent not materially interfering with the business of the Company and the Restricted Subsidiaries;

(6) a disposition between or among the Company and/or the Restricted Subsidiaries;

(7) sales of accounts receivable and related assets of the type described in the definition of “Qualified Receivables Transaction” to a Receivables Subsidiary in a Qualified Receivables Transaction;

(8) a transfer of accounts receivable and related assets of the type described in the definition of “Qualified Receivables Transaction” (or a fractional undivided interest therein) by a Receivables Subsidiary in a Qualified Receivables Transaction;

(9) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind;

(10) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;

(11) any disposition by the Company or any of its Restricted Subsidiaries of any security classified, under GAAP, as an investment security or a marketable investment security on the consolidated balance sheet of the Company as of October 2, 2009; provided that the aggregate Net Cash Proceeds received by the Company or its Restricted Subsidiaries with respect to securities disposed of pursuant to this clause (11) shall not exceed $135 million; and

(12) any disposition that, but for this clause, would be an Asset Sale, if after giving effect to such disposition, the aggregate Fair Market Value of the assets disposed of in such transaction or any such series of related transactions does not exceed $5 million.

“Asset Sale Offer” has the meaning set forth under “— Certain Covenants — Limitation on Asset Sales”.

“Asset Sale Offer Amount” has the meaning set forth under “— Certain Covenants — Limitation on Asset Sales”.

“Asset Sale Offer Payment Date” has the meaning set forth under “— Certain Covenants — Limitation on Asset Sales”.

“Asset Sale Transaction” means any Asset Sale and, whether or not constituting an Asset Sale, (1) any Designation with respect to an Unrestricted Subsidiary and (2) any sale or other disposition of property or assets excluded from the definition of “Asset Sale” by clause (3) or (11) of that definition.

“Board of Directors” means, with respect to any Person, the board of directors, management committee or similar governing body of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Capital Stock” means:

(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person;

(2) with respect to any Person that is not a corporation, any and all partnership or other equity or ownership interests of such Person; and

(3) any warrants, rights or options to purchase any of the instruments or interests referred to in clause (1) or (2) above (but excluding any debt securities convertible, exercisable or exchangeable into the same).

“Capitalization” means, with respect to any Person, combined debt and equity capital or assets.

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“Capitalized Lease Obligations” means, with respect to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations for financial reporting purposes under GAAP. For purposes of this definition, the amount of such obligations at any date will be the capitalized amount of such obligations at such date, determined in accordance with GAAP.

“Cash Equivalents” means:

(1) marketable direct obligations issued by, or unconditionally guaranteed by, the government of the United States or any European Union Country or issued by any agency thereof and backed by the full faith and credit of the United States or any European Union Country, in each case maturing within one year from the date of acquisition thereof;

(2) marketable direct obligations issued by any state of the United States of America or any European Union Country or any political subdivision of any such jurisdiction or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtaining from either S&P or Moody’s (or the equivalent rating by a comparable rating agency in any European Union Country);

(3) commercial paper maturing no more than one year from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s;

(4) overnight bank deposits, demand deposits, certificates of deposit, time deposits, bankers’ acceptances or money market deposits (or, with respect to foreign banks, similar instruments) maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia, or any European Union Country, or any U.S. branch of a non-U.S. bank having at the date of acquisition thereof combined capital and surplus of not less than $500 million (or the foreign currency equivalent thereof);

(5) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1), (2) or (4) above entered into with any bank meeting the qualifications specified in clause (4) above; and

(6) investments in money market funds which invest substantially all of their assets in securities of the types described in clauses (1) through (5) above.

“Change of Control” means the occurrence of one or more of the following events:

(1) the sale, assignment, transfer, lease, conveyance or other disposition of, in a single transaction or in a series of related transactions, all or substantially all the properties and assets of the Company and its Subsidiaries, taken as a whole, to any Person;

(2) any “person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, in the aggregate of more than 40% of the total voting power of the Voting Stock of the Company;

(3) individuals who on October 2, 2009 constituted the Board of Directors of the Company (together with any new directors whose election to such Board of Directors of the Company or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors on October 2, 2009 or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of the Company;

(4) the approval by the holder of Capital Stock of the Company of any plan or proposal for the liquidation or dissolution of the Company (whether or not in compliance with the provisions of the Indenture); or

(5) the Company consolidates with, or merges with or into, another Person, other than a transaction where the Person or Persons that, immediately prior to such transaction “beneficially owned” the outstanding Voting Stock of the Company are, by virtue of such prior ownership, the “beneficial owners”

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in the aggregate of a majority of the total voting power of then outstanding Voting Stock of the surviving or transferee person (or if such surviving or transferee Persons is a direct or indirect wholly owned subsidiary of another Person, such Person who is the ultimate parent entity), in each case whether or not such transaction is otherwise in compliance with the Indenture.

“Change of Control Offer” has the meaning set forth under “— Change of Control”.

“Change of Control Payment” has the meaning set forth under “— Change of Control”.

“Change of Control Payment Date” has the meaning set forth under “— Change of Control”.

“Commission” means the Securities and Exchange Commission, or any successor agency thereto with respect to the regulation or registration of securities.

“Commodity Price Protection Agreement” means, with respect to any Person, any forward contract, futures contract, commodity swap, commodity option or other similar agreement or arrangement (including derivative agreements or arrangements) as to which such Person is a party or a beneficiary relating to, or the value of which is dependent upon or which is designed to protect such Person against, fluctuations in commodity prices.

“Common Stock” means, with respect to any Person, any and all shares, interests or other participations in and other equivalents (however designated and whether voting or non-voting) of such Person’s common equity interests, whether outstanding on October 2, 2009 or issued after October 2, 2009, and includes, without limitation, all series and classes of such common equity interests.

“Company Merger or Sale Event” has the meaning set forth under the covenant described under “— Certain Covenants — Limitation on Merger, Consolidation and Sale of Assets”.

“Consolidated EBITDA” means, with respect to any Person for any period, Consolidated Net Income for such Person for such period, plus, without duplication, the following, to the extent deducted in calculating such Consolidated Net Income:

(1) Consolidated Income Tax Expense for such Person for such period; plus

(2) Consolidated Net Interest Expense for such Person for such period; plus

(3) Consolidated Non-cash Charges for such Person for such period; plus

(4) any fees, expenses or charges related to any Equity Offering or Incurrence of Indebtedness permitted by the Indenture (whether or not consummated or Incurred).

less, without duplication:

(a) all non-cash credits and gains increasing Consolidated Net Income for such Person for such period (excluding any such credit or gain which constitutes the reversal of an accrual of, or a reserve for, anticipated cash charges for any future period); and

(b) all cash payments made by such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company) during such period relating to non-cash charges that were added back in determining Consolidated EBITDA in any prior period.

“Consolidated Income Tax Expense” means, with respect to any Person for any period, the provision for income taxes payable by such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company) for such period, determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Fixed Charge Coverage Ratio” means, with respect to any Person as of any date of determination, the ratio of the aggregate amount of Consolidated EBITDA of such Person for the four most recent full consecutive fiscal quarters for which financial statements for such Person are available ending prior to the date of such determination to Consolidated Net Fixed Charges of such Person for such period. For purposes of this definition, “Consolidated EBITDA” and “Consolidated Net Fixed Charges” will be calculated

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after giving effect on a pro forma basis, for the period (the “Period”) for which the Consolidated Net Fixed Charge Coverage Ratio is being determined to:

(1) the Incurrence of any Indebtedness of such Person or any of its Subsidiaries (Restricted Subsidiaries, in the case of the Company), including the Incurrence of any Indebtedness giving rise to the need to make such determination, occurring during such Period or at any time subsequent to the last day of such Period and on or prior to such date of determination, as if such Incurrence occurred on the first day of such Period;

(2) the repayment, redemption, repurchase, defeasance or other acquisition, retirement or discharge of any Indebtedness of such Person or any of its Subsidiaries (Restricted Subsidiaries, in the case of the Company) that is no longer outstanding on such date of determination, including the repayment, redemption, repurchase, defeasance or other acquisition, retirement or discharge of any Indebtedness occurring in connection with a transaction giving rise to the need to make such determination, occurring during such Period or at any time subsequent to the last day of such Period and on or prior to such date of determination, as if such repayment, redemption, repurchase, defeasance or other acquisition, retirement or discharge occurred on the first day of such Period; and

(3) any Asset Sale Transaction or Asset Acquisition by such Person or any of its Subsidiaries (Restricted Subsidiaries, in the case of the Company), including any Asset Sale Transaction or Asset Acquisition giving rise to the need to make such determination, that occurred during such Period or at any time subsequent to the last day of such Period and on or prior to such date of determination, as if such Asset Sale Transaction or Asset Acquisition occurred on the first day of such Period.

For purposes of this definition, whenever pro forma effect is to be given to any Asset Sale Transaction, Asset Acquisition or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Net Interest Expense associated with any Indebtedness Incurred or repaid, redeemed, repurchased, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including, without limitation, in respect of anticipated cost savings or synergies relating to any such Asset Sale Transaction, Asset Acquisition or other transaction) will be as determined in good faith by a responsible financial or accounting officer of such Person. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness). If any Indebtedness bears, at the option of such Person or a Subsidiary of such Person (Restricted Subsidiary, in the case of the Company), a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro forma effect, the interest expense on such Indebtedness will be calculated by applying such optional rate as such Person or such Subsidiary (Restricted Subsidiary, in the case of the Company) may designate. If any Indebtedness that is being given pro forma effect was Incurred under a revolving credit facility, the interest expense on such Indebtedness will be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation will be deemed to accrue at an interest rate determined in good faith by a responsible financial or accounting officer of such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Fixed Charges” means, with respect to any Person for any period, the sum, without duplication, of:

(1) Consolidated Net Interest Expense for such Person for such period; plus

(2) the amount of all cash dividends or distributions on any series of Preferred Stock or Disqualified Stock of such Person or any Subsidiary of such Person (Restricted Subsidiary, in the case of the Company) paid during such period, excluding dividends and distributions paid to such Person or another Subsidiary of such Person (Restricted Subsidiary, in the case of the Company).

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“Consolidated Net Income” means, with respect to any specified Person for any period, the aggregate net income (or loss) of such specified Person and its Subsidiaries for such period on a consolidated basis, determined in accordance with GAAP; provided that there will be excluded therefrom:

(1) net after-tax gains or losses realized upon any Asset Sale Transaction or abandonments or reserves relating thereto;

(2) (a) net after-tax items classified as extraordinary gains or losses and (b) non-cash unusual or nonrecurring gains or losses (including, without limitation, all non-cash restructuring and acquisition integration costs and any non-cash expense or charge related to the repurchase of Capital Stock or warrants or options to purchase Capital Stock);

(3) the net income (but not loss) of any Subsidiary of the specified Person (Restricted Subsidiary, in the case of the Company) to the extent that a corresponding amount could not be distributed to the specified Person at the date of determination as a result of any restriction pursuant to such constituent documents of such Subsidiary (Restricted Subsidiary, in the case of the Company) or any law, regulation, agreement or judgment applicable to any such distribution unless such restrictions have been legally waived; provided, however, that for purposes of calculating Consolidated EBITDA, the net income (but not loss) of a Subsidiary Note Guarantor shall not be excluded hereunder to the extent that a corresponding amount could not be distributed to the specified Person at the date of determination as a result of any restriction pursuant to any applicable law, rule or regulation or restrictions permitted by clause (l) of “— Certain Covenants — Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”;

(4) the net income (but not loss) of any Person, other than the specified Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company), except that the specified Person’s equity in the net income of such Person for such period will be included in such Consolidated Net Income up to the aggregate amount actually distributed by such Person during such period to the specified Person or a Subsidiary of the specified Person (Restricted Subsidiary, in the case of the Company) as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Subsidiary (Restricted Subsidiary, in the case of the Company), to the limitations contained in clause (3) above) and excluding any amounts included in the definition of “Investment Return”;

(5) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of Consolidated Net Income accrued at any time on or after July 1, 2009;

(6) the cumulative effect of changes in accounting principles;

(7) all deferred financing costs written off and net after-tax gains or losses attributable to early extinguishment of Indebtedness;

(8) any unrealized gains or losses with respect to Hedging Obligations;

(9) any non-cash compensation charge, including, without limitation, in connection with the grant of stock, stock options or other equity-based awards;

(10) net after-tax gains or losses from discontinued operations;

(11) any increase in depreciation or amortization or any non-cash charges (such as purchased in-process research and development or capitalized manufacturing profit in inventory) resulting from purchase accounting in connection with any acquisition that is consummated on or after July 1, 2009;

(12) for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments”, the net income (or loss) of any Person acquired in a “pooling of interests” transaction for any period prior to the date of such acquisition; and

(13) net after-tax non-cash gains or losses due solely to fluctuations of currency values and unrealized gains or losses with respect to Hedging Obligations.

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In addition, for purposes of clause (3)(C) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Restricted Payments”, any Investment Return included in such clause will be excluded from Consolidated Net Income.

“Consolidated Net Interest Expense” means, with respect to any Person for any period, the aggregate of cash and non-cash interest expense of such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company) for such period, net of any interest income of such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company), determined on a consolidated basis in accordance with GAAP, excluding, to the extent otherwise included in such interest expense, amortization or write-off of deferred financing costs, but including, without limitation, the following, whether or not constituting interest expense in accordance with GAAP:

(1) any amortization or accretion of debt discount or any interest paid on Indebtedness of such Person or its Subsidiaries (Restricted Subsidiaries, in the case of the Company) in the form of additional Indebtedness;

(2) all capitalized interest;

(3) commissions, discounts and other fees and charges Incurred in respect of letters of credit or bankers’ acceptances;

(4) any interest not otherwise included in Consolidated Net Interest Expense for such Person on Indebtedness of another Person (other than a Subsidiary (Restricted Subsidiary in the case of the Company) of such Person) that is Guaranteed by such Person or one of its Subsidiaries (Restricted Subsidiaries, in the case of the Company) or secured by a Lien on the assets of such Person or one of its Subsidiaries (Restricted Subsidiaries, in the case of the Company) whether or not such Guarantee or Lien is called upon; and

(5) interest expense attributable to Capitalized Lease Obligations.

Consolidated Net Interest Expense will be determined after giving effect to any net payments made or received by such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company) with respect to Interest Rate Agreements.

“Consolidated Non-cash Charges” means, with respect to any Person for any period, the aggregate depreciation, amortization and other non-cash charges, expenses or losses of such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company) for such period, determined on a consolidated basis in accordance with GAAP (excluding any such charge which constitutes an accrual of, or a reserve for cash charges for, any anticipated future period).

“Consolidated Total Assets” means the total consolidated assets of the Company and the Restricted Subsidiaries as set forth on the most recent balance sheet of the Company, prepared in accordance with GAAP.

“Covenant Defeasance” has the meaning set forth under “— Legal Defeasance and Covenant Defeasance”.

“Covenant Reinstatement Date” has the meaning set forth under “Certain Covenants — Covenant Suspension”.

“Covenant Reinstatement Period” has the meaning set forth under “Certain Covenants — Covenant Suspension”.

“Currency Agreement” means, with respect to any Person, any foreign exchange contract, currency swap agreement or other similar agreement or arrangement (including derivative agreements or arrangements) as to which such Person is a party or a beneficiary designed to hedge foreign currency risk of such Person.

“Debt Facility” means one or more debt facilities, commercial paper facilities or indentures, in each case with banks or other institutional lenders or a trustee (which may be outstanding at the same time), providing for revolving credit loans, term loans, letters of credit, receivables financing, commercial paper or any other form of senior debt securities and, in each case, as such agreements may be amended, amended and restated,

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supplemented, modified, extended, refinanced, replaced or otherwise restructured, in whole or in part from time to time (including increasing the amount of available borrowings thereunder or adding Subsidiaries of the Company as borrowers or guarantors thereunder) with respect to all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders or trustee or trustees.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Designated Preferred Stock” means Preferred Stock of the Company that is issued for cash (other than to a Subsidiary of the Company) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issue date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (3)(B) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Restricted Payments”.

“Designation” has the meanings set forth under “— Certain Covenants — Limitation on Designation of Unrestricted Subsidiaries”.

“Disqualified Capital Stock” means, with respect to any Person, that portion of any Capital Stock of such Person which, by its terms (or by the terms of any security into which it is convertible or exercisable, or for which it is exchangeable, at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the sole option of the holder thereof (other than as a result of a change of control or asset sale; provided that the relevant change of control or asset sale provisions, taken as a whole, are no more favorable in any material respect to the holders of such Capital Stock than the change of control and asset sale provisions applicable to the Notes and any purchase requirements triggered thereby may not become operative prior to compliance with the provisions of the Indenture described under “— Change of Control” or “— Certain Covenants — Limitation on Asset Sales”, as the case may be, including the purchase of the Notes tendered pursuant thereto), in any case, on or prior to the Stated Maturity of the Notes; provided that any Capital Stock of such Person that would otherwise be Disqualified Capital Stock that, by its terms, authorizes such Person to satisfy in full its obligations with respect to the payment of dividends or upon maturity, redemption (pursuant to a sinking fund or otherwise) or repurchase thereof or otherwise by the delivery of Capital Stock that is not Disqualified Capital Stock, and that is not convertible, puttable or exchangeable for Disqualified Capital Stock or Indebtedness, will not be deemed to be Disqualified Capital Stock so long as such Person satisfies its obligations with respect thereto solely by the delivery of Capital Stock that is not Disqualified Capital Stock.

“Elan Note Guarantee” means the guarantee of the Issuer’s obligations under the Notes and the Indenture provided by the Company pursuant to the Indenture.

“Equity Offering” has the meaning set forth under “— Optional Redemption”.

“European Union Country” means any member of the European Union.

“Event of Default” has the meaning set forth under “— Events of Default”.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Exchange Notes” has the meaning set forth under “Exchange Offer; Registration Rights”.

“Existing 2013 Notes” means the outstanding 8.875% Senior Fixed Rate Notes due 2013 and the outstanding Senior Floating Rate Notes due 2013 issued from time to time pursuant to the Existing 2013 Notes Indenture.

“Existing 2013 Notes Indenture” means the Indenture, dated as of November 22, 2006, by and among the Issuer, the Company, the note guarantors named therein and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee, as may be amended, modified or supplemented from time to time.

“Existing 2016 Notes issued October 2009” means the 8.75% Senior Notes due 2016 issued from time to time pursuant to the Existing 2016 October 2009 Notes Indenture.

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“Existing 2016 October 2009 Notes Indenture” means the Indenture, dated as of October 2, 2009, by and among the Issuer, the Company, the note guarantors named therein and BNY Corporate Trustee Services Limited, as trustee, as may be amended, modified or supplemented from time to time.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction; provided that the Fair Market Value of any such asset will be determined conclusively by the Board of Directors of the Company acting in good faith.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary incorporated or organized in any jurisdiction outside the United States or Ireland.

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, as in effect on or after July 1, 2009.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person:

(1) to purchase or pay, or advance or supply funds for the purchase or payment of, such Indebtedness of such other Person, whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise; or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof, in whole or in part,

provided that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. “Guarantee” used as a verb has a corresponding meaning.

“Hedging Obligations”, of any Person, means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Price Protection Agreement.

“Holder” means the Person in whose name a Note is registered in the Note Register.

“Incur” means, with respect to any Indebtedness or other obligation of any Person, to create, issue, incur (including by conversion, exchange or otherwise), assume, Guarantee or otherwise become liable in respect of such Indebtedness or other obligation on the balance sheet of such Person (and “Incurrence”, “Incurred” and “Incurring” will have meanings correlative to the foregoing); provided that a change in GAAP that results in an obligation of such Person that exists at such time becoming Indebtedness will not be deemed an Incurrence of such Indebtedness. Accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, the payment of dividends on Disqualified Capital Stock in the form of additional shares of Disqualified Capital Stock with the same terms and increases in Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) will be deemed Incurred at the time of original issuance of the Indebtedness at the accreted amount thereof.

“Indebtedness” means, with respect to any Person, without duplication:

(1) the principal amount (or, if less, the accreted value) of all obligations of such Person for borrowed money;

(2) the principal amount (or, if less, the accreted value) of all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all Capitalized Lease Obligations of such Person;

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(4) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale obligations and all obligations under any title retention agreement (but not including trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by 120 days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted);

(5) all letters of credit, banker’s acceptances or similar credit transactions, including reimbursement obligations in respect thereof;

(6) Guarantees of such Person in respect of Indebtedness of any other Person referred to in clauses (1) through (5) above and clauses (8) and (9) below (other than by endorsement of negotiable instruments for collection in the ordinary course of business);

(7) all Indebtedness of any other Person of the type referred to in clauses (1) through (6) above which is secured by any Lien on any property or asset of such Person, the amount of such Indebtedness being deemed to be the lesser of (a) the Fair Market Value of such property or asset and (b) the amount of the Indebtedness so secured;

(8) to the extent not otherwise included in this definition, all obligations under Hedging Obligations of such Person (the amount of any such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at any time); and

(9) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Capital Stock issued by such Person, but excluding accrued dividends (the amount of such obligation to be equal at any time to the maximum fixed involuntary redemption, repayment or repurchase price for such Disqualified Capital Stock, or if less (or if such Disqualified Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price calculated in accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the Fair Market Value of such Disqualified Capital Stock, such Fair Market Value will be as conclusively determined in good faith by the Board of Directors of the Company or the Board of Directors of the issuer of such Disqualified Capital Stock, in each case as evidenced by a Board Resolution).

“Independent Financial Advisor” means an accounting, appraisal or investment banking firm of nationally recognized standing that is, in the good faith determination of the Company, qualified to perform the task for which it has been engaged and which is independent in connection with the relevant transaction.

“Interest Rate Agreement” of any Person means any interest rate protection agreement, interest rate swaps, caps, floors or collars, option, future or derivative agreements or arrangements and similar agreements or arrangements and/or other types of hedging agreements as of which such Person is a party or beneficiary designed to hedge interest rate risk of such Person.

“Investment” means, with respect to any Person, any:

(1) direct or indirect loan, advance or other extension of credit (other than accounts receivable and trade credit and advances to customers, suppliers, directors, officers or employees in the ordinary course of business, in each case accounted for as current assets by such Person) (including, without limitation, a Guarantee) to any other Person;

(2) capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to any other Person (excluding accounts receivable and trade credit incurred in the ordinary course and accounted for as current assets by such Person which do not constitute equity capital of such Person); or

(3) purchase or acquisition by such Person for consideration of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by any other Person.

“Invest”, “Investing” and “Invested” will have corresponding meanings.

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For purposes of the definition of “Unrestricted Subsidiary” and the covenant described under “— Certain Covenants — Limitation on Restricted Payments”, the Company will be deemed to have made an “Investment” in an Unrestricted Subsidiary at the time of its Designation in an amount equal to the portion (proportionate to the equity interest of such Person and its Subsidiaries (Restricted Subsidiaries, in the case of the Company) at the time) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time of its Designation. Any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of a Restricted Subsidiary (including any issuance and sale of Capital Stock by a Restricted Subsidiary) such that, after giving effect to any such sale or disposition, such Restricted Subsidiary would cease to be a Subsidiary of the Company, the Company will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Capital Stock of such former Restricted Subsidiary held by the Company or any Restricted Subsidiary immediately following such sale or other disposition. The amount of any Investment outstanding at any time will be the original cost of such Investment without giving effect to any subsequent changes in value.

“Investment Grade” means (1) with respect to S&P, any of the rating categories from and including AAA to and including BBB- and (2) with respect to Moody’s, any of the rating categories from and including Aaa to and including Baa3.

“Investment Return” means, in respect of any Investment (other than a Permitted Investment) that was treated as a Restricted Payment made on or after July 1, 2009 by the Company or any Restricted Subsidiary:

(1) the aggregate amount of cash and the Fair Market Value of property or assets other than cash received by the Company or any of its Restricted Subsidiaries from:

(a) the sale or other disposition (other than to the Company or any of its Restricted Subsidiaries) of any such Investment and from repurchases and redemptions of such Investment from the Company and its Restricted Subsidiaries by any Person (other than the Company or any of its Restricted Subsidiaries) and from repayments of any loan or advance which constitutes such an Investment;

(b) the sale (other than to the Company or any of its Restricted Subsidiaries) of the Capital Stock of an Unrestricted Subsidiary; and

(c) a distribution or dividend from an Unrestricted Subsidiary; and

(2) in the event of the Revocation of the Designation of an Unrestricted Subsidiary, or the merger or consolidation of an Unrestricted Subsidiary with or into, or the transfer or conveyance by an Unrestricted Subsidiary to, or the liquidation of an Unrestricted Subsidiary into, the Company or any of its Restricted Subsidiaries, the Fair Market Value of such Investment in such Unrestricted Subsidiary at the time of Revocation, merger, consolidation or liquidation (or of the assets transferred or conveyed, as applicable), after deducting any Indebtedness associated with such Unrestricted Subsidiary subject to such Revocation, merger, consolidation or liquidation or any Indebtedness associated with the assets so transferred or conveyed.

“Issue Date” means the first date of issuance of Notes under the Indenture.

“Issuer Merger or Sale Event” has the meaning set forth under “— Certain Covenants — Limitation on Merger, Consolidation or Sale of Assets”.

“Legal Defeasance” has the meaning set forth under “— Legal Defeasance and Covenant Defeasance”.

“Lien” means, with respect to any property or asset, any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement and any lease in the nature thereof) in respect of such asset; provided that the lessee in respect of a Capitalized Lease Obligation will be deemed to have Incurred a Lien on the property leased thereunder.

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“Material Restricted Subsidiary” means all Restricted Subsidiaries of the Company which, in the aggregate, do not constitute “minor subsidiaries” as defined in Rule 3-10(h) of Regulation S-X promulgated pursuant to the Exchange Act as in effect on October 2, 2009.

“Moody’s” has the meaning set forth under “— Certain Covenants — Covenant Suspension”.

“Net Cash Proceeds” means, with respect to any Asset Sale, the proceeds in the form of cash or Cash Equivalents, including payments in respect of deferred payment obligations when received in the form of cash or Cash Equivalents, received by the Company or any of the Restricted Subsidiaries from such Asset Sale (including, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received in such Asset Sale), net of:

(1) direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees and sales commissions) and the sale or disposition of such non-cash consideration, and any relocation expenses incurred as a result thereof;

(2) taxes paid or payable in respect of such Asset Sale and the sale or disposition of such non-cash consideration after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(3) all payments made, and all payments required to be made, on any Indebtedness secured by a Lien that is required to be repaid in connection with such Asset Sale; and

(4) appropriate amounts to be provided by the Company or any Restricted Subsidiary, as the case may be, as a reserve, in accordance with GAAP, against any liabilities associated with such Asset Sale and retained by the Company or any Restricted Subsidiary, as the case may be, after such Asset Sale, including, without limitation, pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, but excluding any reserves with respect to Indebtedness.

“Note Guarantee” means each of the Elan Note Guarantee and each Subsidiary Note Guarantee.

“Note Guarantor” means the Company (for so long as it provides the Elan Note Guarantee) and each Subsidiary Note Guarantor.

“Officer” means, with respect to any Person, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of such Person.

“Officers’ Certificate” means a certificate signed by two Officers.

“Opinion of Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Company.

“Pari Passu Indebtedness” means, with respect to the Issuer, the Company or any Subsidiary Note Guarantor, the Notes, the Elan Note Guarantee or the relevant Subsidiary Note Guarantee, as the case may be, and any other Indebtedness of the Issuer, the Company or a Subsidiary Note Guarantor, as the case may be, which ranks equal in right of payment with the Notes, the Elan Note Guarantee or the relevant Subsidiary Note Guarantee, as the case may be, including, without limitation, the Existing 2013 Notes and the guarantees thereof by the Note Guarantors and/or the Issuer, as applicable.

“Period” has the meaning set forth in the definition of “Consolidated Net Fixed Charge Coverage Ratio”.

“Permitted Business” means the business or businesses conducted by the Company and the Restricted Subsidiaries as of October 2, 2009, any business activity that is a reasonable extension, development or expansion thereof or any business ancillary or complementary thereto.

“Permitted Indebtedness” has the meaning set forth under paragraph (b) of “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness”.

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“Permitted Investments” means:

(1) Investments by the Company or any Restricted Subsidiary in any Person if as a result of such Investment (a) such Person becomes a Restricted Subsidiary of the Company or (b) such Person, in one transaction or a series of related transactions, is merged, consolidated with or into, or transfers or conveys all or substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

(2) Investments by any Restricted Subsidiary in the Company or any other Restricted Subsidiary;

(3) Investments by the Company in any Restricted Subsidiary;

(4) Investments in cash and Cash Equivalents;

(5) Investments in existence, or made pursuant to legally binding written commitments in existence, on October 2, 2009, and any extension, modification or renewal of any Investments existing on October 2, 2009, but only to the extent not involving additional advances, contributions or other Investments of cash or other assets or other increase thereof (other than as a result of the accrual or accretion of interest or original issue discount or the issuance of pay-in-kind securities, in each case pursuant to the terms of such Investment as in existence on October 2, 2009);

(6) securities or other Investments received as consideration for, or retained in connection with, any Asset Sale made in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales” or any other sale or disposition of properties or assets not constituting an Asset Sale;

(7) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to the Company or any of its Restricted Subsidiaries, or as a result of foreclosure, perfection or enforcement or any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person;

(8) Hedging Obligations Incurred in compliance with clause (b)(4) of the covenant described under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness”;

(9) pledges or deposits described in the definition of “Permitted Liens”;

(10) bonds secured by assets leased to and operated by the Company or any of its Restricted Subsidiaries that were issued in connection with the financing of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by paying a nominal fee, canceling such bonds or terminating the transaction;

(11) any Investment to the extent made using solely Qualified Capital Stock of the Company as consideration;

(12) any Investment by the Company or any of its Restricted Subsidiaries in a Permitted Business (other than an Investment in an Unrestricted Subsidiary) including, without limitation, investments in joint ventures that are not Subsidiaries of the Company, in an amount, taken together with all other Investments made pursuant to this clause (12), not to exceed the greater of $200 million and 5% of Consolidated Total Assets (with the amount of each Investment being measured at the time made without giving effect to any subsequent change in value); provided that if any Investment pursuant to this clause (12) is made in any Person that is not a Restricted Subsidiary of the Company at the date of making of such Investment and such Person becomes a Restricted Subsidiary of the Company after October 2, 2009, such Investment will thereafter be deemed to have been made pursuant to clause (2) or (3) above, as the case may be, and will cease to have been made pursuant to this clause (12) for so long as such Person continues to be a Restricted Subsidiary;

(13) Investments consisting of the licensing or contribution of intellectual property pursuant to development, marketing or manufacturing agreements or arrangements or similar agreements or arrangements with other Persons;

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(14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;

(15) the acquisition by a Receivables Subsidiary in connection with a Qualified Receivables Transaction of Capital Stock of a trust or other Person established by such Receivables Subsidiary to effect such Qualified Receivables Transaction and any other Investment by the Company or any Subsidiary of the Company in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any other Person in connection with a Qualified Receivables Transaction, in each case as customary in connection therewith; and

(16) advances to officers, directors and employees for business-related expenses and other similar expenses, in each case in the ordinary course of business.

“Permitted Liens” means any of the following:

(1) Liens Incurred or pledges or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance and self-insurance arrangements), including any Lien securing letters of credit issued in the ordinary course of business in connection therewith;

(2) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or similar credit transactions issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(3) Liens securing reimbursement obligations with respect to commercial letters of credit which encumber documents and other property relating to such letters of credit and products and proceeds thereof;

(4) Liens securing Hedging Obligations that relate to Indebtedness that is Incurred in accordance with “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness”;

(5) Liens existing on October 2, 2009;

(6) Liens securing Acquired Indebtedness Incurred in accordance with “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness” (including clause (b)(11) thereof); provided that

(a) such Liens secured such Acquired Indebtedness at the time of and prior to the Incurrence of such Acquired Indebtedness by the Company or a Restricted Subsidiary and were not granted in connection with, or in anticipation of the Incurrence of, such Acquired Indebtedness by the Company or a Restricted Subsidiary; and

(b) such Liens do not extend to any property or assets of the Company or any Restricted Subsidiary other than the property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured the Acquired Indebtedness prior to the time such Indebtedness became Acquired Indebtedness of the Company or a Restricted Subsidiary;

(7) Liens securing Purchase Money Indebtedness; provided that (a) the Indebtedness will not exceed the cost of such property and is not secured by a Lien on any property or assets other than the property or assets so acquired, constructed or installed and improvements thereon and (b) the Lien securing such Indebtedness shall be created within 180 days after such acquisition, construction or installation or, in the case of any Refinancing of any such Indebtedness, within 180 days after such Refinancing;

(8) any interest or title of a lessor under any Capitalized Lease Obligation; provided that such Liens do not extend to any property or asset which is not leased property subject to such Capitalized Lease Obligation;

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(9) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Company and the Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP;

(10) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings;

(11) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like nature incurred in the ordinary course of business;

(12) easements (including reciprocal easement agreements), rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and the Restricted Subsidiaries, taken as a whole;

(13) (i) mortgages, Liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property;

(14) Liens arising out of judgments, decrees, orders or awards in respect of which the Company will in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings will not have been finally terminated, or the period within which such appeal or proceedings may be initiated will not have expired;

(15) leases or subleases granted to others that do not materially interfere with the ordinary course of business of the Company and the Restricted Subsidiary, taken as a whole;

(16) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(17) any encumbrance or restriction (including, but not limited to, put and call agreements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(18) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements of the Company or any Restricted Subsidiary, including rights of offset and setoff;

(19) bankers’ liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by the Company or any Restricted Subsidiary, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided that in no case will any such Lien secure the repayment of Indebtedness;

(20) Liens in favor of the Company, the Issuer or any Subsidiary Note Guarantor;

(21) Liens on accounts payable and related assets of the type specified in the definition of “Qualified Receivables Transaction” incurred in connection with a Qualified Receivables Transaction;

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(22) Liens arising from filing Uniform Commercial Code Financing Statements regarding leases;

(23) Liens securing (a) at any time other than a Suspension Period, Indebtedness under the Debt Facilities in an aggregate principal amount not to exceed the amount of Indebtedness permitted to be Incurred under clause (b)(2) of the covenant described under “— Certain Covenants — Limitation on Incurrence of Additional Indebtedness” (whether or not such Indebtedness is Incurred under such clause (b)(2)), or (b) the Notes, the Elan Note Guarantee or the Subsidiary Note Guarantees;

(24) Liens on property or assets of a Person existing at the time such Person is acquired or merged with or into or consolidated with the Company or any Restricted Subsidiary (and not in connection therewith or in anticipation thereof);

(25) Liens on property or assets at the time the Company or any Restricted Subsidiary acquired such property or assets and not incurred in connection therewith or in anticipation thereof; provided that such Liens do not extend to any other property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) of the Company or any Restricted Subsidiary;

(26) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(27) Liens securing Refinancing Indebtedness of Indebtedness secured by Liens referred to in the foregoing clauses (5), (6), (7), (24) and (25); provided that such Liens do not extend to any other property or assets of the Company or any Restricted Subsidiary; and

(28) Liens (other than Liens securing Subordinated Indebtedness) which, when the Indebtedness relating to those Liens is added to all other then outstanding Indebtedness of the Company and the Restricted Subsidiaries secured by Liens and not listed in clauses (1) through (27) above, do not exceed (i) $25 million or (ii) during a Suspension Period, 15% of Consolidated Total Assets; provided that the aggregate principal amount of Indebtedness secured by Liens outstanding under clause 23(a) of this definition of “Permitted Liens” on the date of the relevant Rating Event shall be deemed to have been Incurred pursuant to this clause (ii) as of the date such Indebtedness was originally Incurred.

“Person” means an individual, partnership, limited partnership, corporation, company, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof.

“Preferred Stock” means, with respect to any Person, any Capital Stock of such Person that has preferential rights over any other Capital Stock of such Person with respect to dividends, distributions or redemptions or upon liquidation.

“Purchase Money Indebtedness” means Indebtedness Incurred for the purpose of financing or refinancing all or any part of the purchase price, or other cost of acquisition, construction, installation or improvement, of any property (real or personal) or asset by the Company or any Restricted Subsidiary, and whether acquired through the direct purchase or acquisition of such property or assets or the purchase or acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Capital Stock that are not convertible or exchangeable into Disqualified Capital Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions entered into by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries sells, conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a transfer by the Company or any of its Subsidiaries) and (ii) any other Person that is not a Subsidiary of the Company and satisfies the provisions of clauses (a) through (c) of the definition of Receivables Subsidiary (in the case of a transfer by a Receivables Subsidiary), or grants a security interest in, any accounts receivable (whether now existing or arising in the future) of the Company or any of its Subsidiaries, and any assets related thereto, including, without limitation, all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which

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are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Company or any of its Subsidiaries in connection with such accounts receivable. The grant of a security interest in any accounts receivable of the Company or any Restricted Subsidiaries (other than a Receivables Subsidiary) to secure a Debt Facility will not be deemed a Qualified Receivables Transaction.

“Rating Event” has the meaning set forth under “— Certain Covenants — Covenant Suspension”.

“Receivables Repurchase Obligation” means any obligation of a seller of accounts receivables in a Qualified Receivables Transaction to repurchase accounts receivables arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a result of an account receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.

“Receivables Subsidiary” means a Subsidiary of the Company (or another Person formed for the purpose of engaging in a Qualified Receivables Transaction in which the Company or any Subsidiary of the Company makes an Investment and to which the Company or any Subsidiary of the Company transfers accounts receivable and related assets) which engages in no activities other than in connection with the financing of accounts receivable of the Company and its Subsidiaries, all proceeds thereof and all rights (contractual or other), collateral and other assets relating thereto, and any business or activities incidental or related to such business, and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which (i) is Guaranteed by the Company or any Subsidiary of the Company (excluding Guarantees of obligations (other than the principal of and interest on Indebtedness) pursuant to Standard Securitization Undertakings), (ii) is recourse to or obligates the Company or any Subsidiary of the Company in any way other than pursuant to Standard Securitization Undertakings or (iii) subjects any property or asset of the Company or any Subsidiary of the Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings, (b) with which neither the Company nor any Subsidiary of the Company has any material contract agreement, arrangement or understanding other than on terms which the Company reasonably believes to be no less favorable to the Company or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company and (c) to which neither the Company nor any Subsidiary of the Company has any obligation to maintain or preserve such Person’s financial condition or cause such Person to achieve certain levels of operating results. Any such designation by the Board of Directors of the Company will be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution of the Board of Directors (which resolution will be conclusive) of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend (including pursuant to any defeasance or discharge mechanism), renew, refund, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” will have correlative meanings.

“Refinanced Indebtedness” has the meaning set forth in the definition of “Refinancing Indebtedness”.

“Refinancing Indebtedness” means any Indebtedness of the Company or any Restricted Subsidiary issued to Refinance, within 90 days after the Incurrence of such Indebtedness, any other Indebtedness of the Company or any of its Subsidiaries (the “Refinanced Indebtedness”); provided that:

(1) the principal amount (or accreted value, in the case of Indebtedness issued at a discount) of the Refinanced Indebtedness does not exceed the principal amount (or accreted value, as the case may be) of the Refinanced Indebtedness plus the amount of accrued and unpaid interest on the Refinanced Indebtedness, any premium paid to holders of the Refinanced Indebtedness and reasonable expenses (including underwriting discounts) incurred in connection with the Incurrence of the Refinanced Indebtedness;

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(2) the obligor of Refinancing Indebtedness does not include any Person (other than the Company, the Issuer or any Subsidiary Note Guarantor) that is not an obligor of the Refinanced Indebtedness;

(3) if the Refinanced Indebtedness was subordinated in right of payment to the Notes, the Elan Note Guarantee or any Subsidiary Note Guarantee, as the case may be, then such Refinancing Indebtedness, by its terms, is subordinated in right of payment to the Note, the Elan Note Guarantee or such Subsidiary Note Guarantee, as the case may be, at least to the same extent as the Refinanced Indebtedness;

(4) the Refinancing Indebtedness has a Stated Maturity either (a) no earlier than the Refinanced Indebtedness or (b) after the Stated Maturity of the Refinanced Indebtedness; and

(5) the portion, if any, of the Refinancing Indebtedness that is scheduled to mature on or prior to the Stated Maturity of the Notes has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Weighted Average Life to Maturity of the portion of the Refinanced Indebtedness that is scheduled to mature prior to the Stated Maturity of the Notes.

“Registration Rights Agreement” has the meaning set forth under “Principal, Maturity and Interest — Interest upon Redemption and Payment Instructions”.

“Restricted Payment” has the meaning set forth under “— Certain Covenants — Limitation on Restricted Payments”.

“Restricted Subsidiary” means any Subsidiary of the Company which at the time of determination is not an Unrestricted Subsidiary.

“Revocation” has the meaning set forth under “— Certain Covenants — Limitation on Designation of Unrestricted Subsidiaries”.

“S&P” has the meaning set forth under “— Certain Covenants — Covenant Suspension”.

“Sale and Leaseback Transaction” means any direct or indirect arrangement with any Person or to which any such Person is a party providing for the leasing to the Company or a Restricted Subsidiary of any property, whether owned by the Company or any Restricted Subsidiary at October 2, 2009 or later acquired, which has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person or to any other Person by whom funds have been or are to be advanced on the security of such property.

“Significant Subsidiary” means any Restricted Subsidiary (other than the Issuer) that would be a “significant subsidiary” as defined in Regulation S-X promulgated pursuant to the Securities Act as such Regulation is in effect on October 2, 2009.

“Standard Securitization Undertakings” means representations, warranties, covenants, indemnities and guarantees of performance entered into by the Company or any of its Subsidiaries, which the Company has determined in good faith to be customary in a Qualified Receivables Transaction including, without limitation, those relating to the servicing of the assets of a Receivables Subsidiary, it being understood that any Receivables Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency unless such contingency has occurred).

“Subordinated Indebtedness” means, with respect to the Issuer, the Company or any Subsidiary Note Guarantor, any Indebtedness which is expressly subordinated in right of payment to the Notes, the Elan Note Guarantee or the relevant Subsidiary Note Guarantee, as the case may be.

“Subsidiary” means, with respect to any Person, any other Person of which such Person owns, directly or indirectly, more than 50% of the voting power of the other Person’s outstanding Voting Stock.

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“Subsidiary Note Guarantee” means any guarantee of the Issuer’s obligations under the Notes and the Indenture provided by a Restricted Subsidiary pursuant to the Indenture until such time as such guarantee is released in accordance with the Indenture.

“Subsidiary Note Guarantor” means any Restricted Subsidiary that provides a Subsidiary Note Guarantee pursuant to the Indenture until such time as its Subsidiary Note Guarantee is released in accordance with the Indenture.

“Surviving Entity” has the meaning set forth under “— Certain Covenants — Limitation on Merger, Consolidation and Sale of Assets”.

“Suspended Covenants” has the meaning set forth under “Certain Covenants — Covenant Suspension”.

“Suspension Period” means any period during which the Company and its Restricted Subsidiaries are not subject to the Suspended Covenants pursuant to “Certain Covenants — Covenant Suspension”.

“Taxes” has the meaning set forth under “— Payment of Additional Amounts”.

“Taxing Jurisdiction” has the meaning set forth under “— Payment of Additional Amounts”.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture.

“Treasury Rate” has the meaning set forth under “— Optional Redemption”.

“Unrestricted Subsidiary” means (i) Elan Science One Limited, Neotope Biosciences Limited and Elan Science Three Limited, (ii) any other Subsidiary of the Company Designated as such pursuant to “— Certain Covenants — Limitation on Designation of Unrestricted Subsidiaries” and (iii) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer’s option.

“Voting Stock” means, with respect to any Person, securities of any class of Capital Stock of such Person entitling the holders thereof (whether at all times or only so long as no senior class of stock has voting power by reason of any contingency) to vote in the election of members of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years (calculated to the nearest one-twelfth) obtained by dividing:

(1) the then-outstanding aggregate principal amount or liquidation preference, as the case may be, of such Indebtedness into

(2) the sum of the products obtained by multiplying:

(a) the amount of each then-remaining installment, sinking fund, serial maturity or other required payment of principal or liquidation preference, as the case may be, including payment at final maturity, in respect thereof, by

(b) the number of years (calculated to the nearest one-twelfth) which will elapse between such date and the making of such payment.

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BOOK-ENTRY

General

The exchange Notes will be represented by one or more registered global notes without interest coupons (the “Global Notes”). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company (“DTC”), in New York, New York, and registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC (including the Euroclear System (“Euroclear”) or Clearstream Banking, S.A. (“Clearstream”), as described below under “— Depositary Procedures”. So long as DTC or its nominee is the registered owner or holder of any of the notes, DTC or such nominee will be considered the sole owner or holder of such Notes represented by the Global Notes for all purposes of the indenture.

Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below under “— Exchange of Book-Entry Notes for Certificated Notes”.

Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

Depositary Procedures

The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. We take no responsibility for these operations and procedures and urge investors to contact the systems or their participants directly to discuss these matters.

DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the “Participants”) and facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the “Indirect Participants”). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through Participants or Indirect Participants. DTC has no knowledge of the identity of beneficial owners of securities held by or on behalf of DTC. DTC’s records reflect only the identity of Participants to whose accounts securities are credited. The ownership interests and transfer of ownership interests of each beneficial owner of each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

Pursuant to procedures established by DTC:

•  upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the initial purchasers with portions of the principal amount of the Global Notes; and

•  ownership of such interests in the Global Notes will be maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes).

Investors in the Global Notes may hold their interests therein directly through DTC, if they are Participants in such system, or indirectly through organizations (including Euroclear and Clearstream) that are Participants or Indirect Participants in such system. Euroclear and Clearstream will hold interests in the Notes on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which are Euroclear Bank, S.A./N.V., as operator of Euroclear, and Citibank,

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N.A., as operator of Clearstream. The depositaries, in turn, will hold interests in the Notes in customers’ securities accounts in the depositaries’ names on the books of DTC.

All interests in a Global Note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of these systems. The laws of some states require that certain persons take physical delivery of certificates evidencing securities they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of beneficial owners of interests in a Global Note to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. For certain other restrictions on the transferability of the Notes, see “— Exchange of Book-Entry Notes for Certificated Notes.”

Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or holders thereof under the indenture governing the Notes for any purpose.

Payments in respect of the principal of and premium, if any, and interest on a Global Note registered in the name of DTC or its nominee will be payable by the Trustee (or the paying agent if other than the Trustee) to DTC in its capacity as the registered holder under the indenture related to the Notes. The Issuers and the Trustee will treat the persons in whose names the Notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, none of the Company, the Trustee or any agent of the Issuers or the Trustee has or will have any responsibility or liability for:

•  any aspect of DTC’s records or any Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes, or for maintaining, supervising or reviewing any of DTC’s records or any Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in the Global Notes; or

•  any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date in amounts proportionate to their respective holdings in the principal amount of the relevant security as shown on the records of DTC, unless DTC has reason to believe it will not receive payment on such payment date. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuers. Neither we nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and we and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes are expected to be eligible to trade in DTC’s Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its Participants.

Transfers between Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

Cross-market transfers between Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their depositaries. Cross-market transactions will require

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delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines (Brussels time) of that system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositaries to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the depositaries for Euroclear or Clearstream.

Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited and reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised us that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.

DTC has advised us that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and the procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.

Exchange of Book-Entry Notes for Certificated Notes

The Global Notes are exchangeable for certificated Notes in definitive, fully registered form without interest coupons (“Certificated Notes”) only in the following limited circumstances:

•  DTC notifies us that it is unwilling or unable to continue as depositary for the Global Note or DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934, as amended, at a time when DTC is required to be so registered in order to act as depositary, and in each case we fail to appoint a successor depositary within 90 days of such notice,

•  we notify the Trustee in writing that the Global Note shall be so exchangeable, or

•  if there shall have occurred and be continuing an Event of Default with respect to the Notes.

In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of DTC (in accordance with its customary procedures).

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PLAN OF DISTRIBUTION

Each broker-dealer that receives exchange Notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange Notes received in exchange for outstanding Notes where such outstanding Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that for a period of 180 days after the date of acceptance of Notes for exchange, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such exchange Notes. Any broker-dealer that resells exchange Notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit of any such resale of exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. By acceptance of the exchange offer, each broker-dealer that receives exchange Notes pursuant to the exchange offer hereby agrees to notify us prior to using this prospectus in connection with the sale or transfer of exchange Notes, and acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in this prospectus untrue in any material respect or which requires the making of any changes in this prospectus in order to make the statements herein not misleading (which notice we agree to deliver promptly to such broker-dealer), such broker-dealer will suspend use of this prospectus until we have amended or supplemented the prospectus to correct such misstatement or omission and have furnished copies of the amended or supplemented prospectus to such broker-dealer.

For a period of 180 days after the date of acceptance of Notes for exchange, we will promptly upon request send additional copies of this prospectus and any amendment or supplement thereto to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay all expenses incident to the exchange offer (including the expenses of any one special counsel for the Holders of the Notes) other than commissions or concessions of any brokers or dealers and will indemnify Holders of the Notes participating in the exchange offer (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of certain United States federal income tax consequences of the exchange of an outstanding Note for an exchange Note and the ownership and disposition of an exchange Note acquired pursuant to the exchange offer. Except where noted, the following discussion addresses only Notes and exchange Notes held as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”), and does not deal with special situations, such as those of broker-dealers, tax-exempt organizations, individual retirement accounts and other tax deferred accounts, controlled foreign corporations, passive foreign investment companies, holders that own 10% or more of the total combined voting power of Elan’s outstanding stock, financial institutions, insurance companies, holders subject to the alternative minimum tax, certain short-term holders of Notes, partnerships or other pass-through entities (or investors in such entities), persons hedging their exposure in the Notes or holding Notes as part of a hedging or conversion transaction, a straddle or a constructive sale, U.S. expatriates and United States Holders (as defined below) whose functional currency is not the U.S. dollar. Holders should be aware that the U.S. federal income tax consequences may be materially different for investors described in the prior sentence. In addition, the following does not consider the effect of any applicable foreign, state, local or other U.S. federal tax laws (such as estate or gift tax, or the newly enacted Medicare tax on investment income).

The following discussion is based upon the provisions of the Code and regulations, rulings and judicial decisions thereunder as of the date hereof, and such authorities may be repealed, revoked or modified (possibly with retroactive effect) so as to result in U.S. federal income tax consequences different from those discussed below. We have not and will not seek any rulings from the Internal Revenue Service (“IRS”) regarding the matters discussed below. There can be no assurance that the IRS will not take positions concerning the tax consequences of the purchase, ownership or disposition of the Notes that are different from those discussed below.

As used herein, a “United States Holder” is a beneficial owner of a Note that is, for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation, or any other entity treated as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if (A) a United States court is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) the trust was in existence on August 20, 1996, was treated as a domestic trust and has elected to be treated as a U.S. person.

A “Non-United States Holder” is a beneficial owner of a Note that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust that is not a United States Holder.

If any entity taxable as a partnership for U.S. federal income tax purposes holds Notes, the U.S. federal income tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Notes, you should consult your own tax advisor regarding the tax consequences of the acquisition, ownership and disposition of the Notes.

Exchange of Notes

The exchange of an outstanding Note for an exchange Note pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. Consequently, (i) no gain or loss will be recognized by a holder upon receipt of an exchange Note, (ii) the holding period of the exchange Note will include the holding period of the outstanding Note immediately before the exchange and (iii) the tax basis of the exchange Note will be the same as the tax basis of the outstanding Note immediately before the exchange.

Effect of Certain Contingencies

In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the Notes. Our obligation to pay such excess amounts may implicate the provisions of the Treasury regulations

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relating to “contingent payment debt instruments.” Under these regulations, however, one or more contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if, as of the issue date, each such contingency is “remote” or is considered to be “incidental.” We believe and intend to take the position that the foregoing contingencies should be treated as remote and/or incidental. Our position is binding on a holder, unless the holder discloses in the proper manner to the IRS that it is taking a different position. However, this determination is inherently factual and we can give you no assurance that our position would be sustained if challenged by the IRS. A successful challenge of this position by the IRS could affect the timing and amount of a holder’s income and could cause the gain from the sale or other disposition (including a retirement or redemption) of a Note to be treated as ordinary income, rather than capital gain. This disclosure assumes that the Notes will not be considered contingent payment debt instruments. Holders are urged to consult their own tax advisors regarding the potential application to the Notes of the contingent payment debt regulations and the consequences thereof.

United States Holders

Stated Interest

A United States Holder generally will be required to include in its gross income (as ordinary interest income) the stated interest on an exchange Note at the time such interest accrues or is received, in accordance with the United States Holder’s method of accounting for U.S. federal income tax purposes.

Original Issue Discount

The exchange Notes will be treated as having OID for U.S. federal income tax purposes because the outstanding notes were issued with OID. Subject to the rules described below under “— Acquisition Premium” and “— Amortizable Bond Premium,” a United States Holder (whether a cash or accrual method taxpayer) will be required to include in gross income (as ordinary income) OID as it accrues on a constant yield to maturity basis, before the receipt of cash payments attributable to this income. The amount of OID includible in gross income for a taxable year will be the sum of the daily portions of OID with respect to the Note for each day during that taxable year on which the United States Holder holds the Note. The daily portion is determined by allocating to each day in an “accrual period” a pro rata portion of the OID allocable to that accrual period. Accrual periods may be any length and may vary in length over the term of a Note, so long as no accrual period is longer than one year and each scheduled payment of principal or interest occurs on the first or last day of an accrual period. The OID allocable to any accrual period will equal (a) the product of the “adjusted issue price” of the Note as of the beginning of such period and the Note’s yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the stated interest allocable to the accrual period. The “adjusted issue price” of a Note as of the beginning of any accrual period will equal its issue price, increased by previously accrued OID. A Note’s yield to maturity is the discount rate that causes the present value on the issue date of all payments on the note to equal the issue price.

A United States Holder will not be required to recognize any additional income upon the receipt of any payment on the Notes that is attributable to previously accrued OID.

Market Discount

A United States Holder who purchased an outstanding Note at a market discount will generally be required to treat any gain recognized on the sale, exchange, retirement or other taxable disposition of the exchange Note received in exchange therefor as ordinary income to the extent of the accrued market discount (during the periods in which the holder held the outstanding Note and exchange Note) that has not been previously included in income. Market discount is generally defined as the amount by which a United States Holder’s purchase price for a Note is less than the Note’s adjusted issue price (as described above) on the date of purchase, subject to a statutory de minimis exception. In general, market discount accrues on a ratable basis over the remaining term of the Note unless a United States Holder makes an irrevocable election to accrue market discount on a constant yield to maturity basis.

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Acquisition Premium

If a United States Holder acquired the outstanding Note at a cost less than or equal to the stated principal amount, but greater than the Note’s adjusted issue price on the acquisition date, the United States Holder will be treated as acquiring the outstanding Note at an “acquisition premium.” Unless an election is made, the United States Holder generally will reduce the amount of OID otherwise includible in gross income for an accrual period by an amount equal to the amount of OID otherwise includible in gross income multiplied by a fraction, the numerator of which is the excess of the United States Holder’s initial tax basis in the Note over the Note’s adjusted issue price on the acquisition date and the denominator of which is the excess of the stated principal amount over the Note’s adjusted issue price on the acquisition date. Alternatively, the United States Holder may elect to compute OID accruals by treating the acquisition of the Note as a purchase at original issuance and applying the constant yield method described above.

Amortizable Bond Premium

A United States Holder who purchased an outstanding Note for an amount in excess of its principal amount will be considered to have purchased the outstanding Note at a premium. A United States Holder may elect to amortize premium on a constant yield method; provided that, while, as in this case, the Notes may be called by the Issuer at a premium, a United States Holder’s amortization of premium may be deferred or disallowed. The amount amortized in any year will be treated as a reduction of the United States Holder’s stated interest income from the exchange Note. A United States Holder who elects to amortize the premium on a Note must reduce its tax basis in the Note by the amount of the premium amortized in any year. A United States Holder that acquired the Notes at premium will not be required to include any OID as income.

An election to amortize bond premium applies to all taxable debt obligations then owned and thereafter acquired by the United States Holder and may be revoked only with the consent of the IRS. Bond premium on a Note held by a United States Holder who does not make such an election will decrease the capital gain or increase the capital loss otherwise recognized on the disposition of the Note.

Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Notes

Except as described above under “— Market Discount,” a United States Holder generally will recognize capital gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a Note in an amount equal to the difference between the amount of cash plus the fair market value of any property received (other than any such amount attributable to accrued stated interest, which will be taxable as ordinary income to the extent not previously included in income), and the United States Holder’s adjusted tax basis in the Note. A United States Holder’s adjusted tax basis in a Note will, in general, be the United States Holder’s cost thereof, increased by any OID (net of any acquisition premium) previously includible in income by the United States Holder and reduced by the amount of any amortizable bond premium previously taken into account with respect to the Note.

Any capital gain or loss recognized by a United States Holder on the sale, exchange, redemption, retirement or other taxable disposition of a Note that such United States Holder has held for more than one year generally will be long-term capital gain or loss. For non-corporate holders, certain preferential tax rates may apply to gain recognized as long-term capital gain. The deductibility of capital losses is subject to certain limitations. Any gain or loss realized by a United States Holder on the sale, exchange, redemption, retirement or other disposition of a Note generally will be treated as U.S. source gain or loss, as the case may be.

Information Reporting and Backup Withholding

Information returns may be filed with the IRS in connection with payments of interest (including accrual of OID) on the Notes and the proceeds from a sale or other disposition (including a retirement or redemption) of the Notes unless the United States Holder of the Notes establishes an exemption from the information reporting rules. A United States Holder of Notes that does not establish such an exemption may be subject to U.S. backup withholding tax (currently at a rate of 28%) on these payments if the holder fails to provide its taxpayer identification number or to certify its exemption from backup withholding.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a United States Holder of the Notes will be allowed as a refund or a credit against such holder’s U.S. federal income tax liability; provided that the required information is timely furnished to the IRS.

Non-United States Holders

Interest and Disposition

In general (and subject to the discussion below under “Information Reporting and Backup Withholding”), a Non-United States Holder will not be subject to U.S. federal income or withholding tax with respect to payments of interest on (which, for purposes of this discussion, includes OID), or gain upon the sale, exchange, redemption, retirement or other taxable disposition of, Notes, unless:

•  the interest or gain is effectively connected with the conduct by the Non-United States Holder of a trade or business in the United States; or

•  in the case of gain upon the disposition of Notes, the Non-United States Holder is an individual who is present in the U.S. for 183 days or more in the taxable year and certain other conditions are met.

A Non-United States Holder described in the first bullet point above will generally be subject to regular U.S. federal income tax on such effectively connected interest or gain in the same manner as if it were realized by a United States Holder (unless an applicable income tax treaty provides otherwise). In addition, a corporate Non-United States Holder may be subject to a branch profits tax on its effectively connected earnings and profits attributable to such interest or gain at a rate of 30% (or such lower rate as is provided by an applicable income tax treaty). A Non-U.S. Holder described in the second bullet point above will be subject to a 30% U.S. federal income tax on the gain derived from the sale or other taxable disposition, which may be offset by certain U.S. source capital losses.

Backup Withholding and Information Reporting

Backup withholding (currently at a rate of 28%) and related information reporting is generally not required if an appropriate certification of non-U.S. status is provided or an exemption is otherwise established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a holder of the Notes will be allowed as a refund or a credit against such holder’s U.S. federal income tax liability; provided that the required information is timely furnished to the IRS. Non-United States Holders should consult their own tax advisors concerning the application of the backup withholding and related information reporting rules.

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IRELAND TAXATION

The following is a summary based on the laws and practices currently in force in Ireland regarding the tax position of investors beneficially owning their exchange Notes and should be treated with appropriate caution. Particular rules may apply to certain classes of taxpayers holding exchange Notes. It does not purport to be a complete description of all of the tax consequences that may be relevant to a decision to subscribe for, buy, hold, sell, redeem, exchange or dispose of the exchange Notes and does not constitute tax or legal advice. Prospective investors in the exchange Notes should consult their professional advisers on the tax implications of the purchase, holding, redemption or sale of the exchange Notes and the receipt of interest thereon under the laws of their country of residence, citizenship or domicile.

Withholding Tax

In general, tax at the standard rate of income tax (currently 20 per cent), is required to be withheld from payments of Irish source interest. However, an exemption from withholding on interest payments exists under Section 64 of the Taxes Consolidation Act, 1997 (the “1997 Act”) for certain securities (“quoted Eurobonds”) issued by a body corporate (such as the Issuers) which are interest bearing and quoted on a recognised stock exchange (which would include the Irish Stock Exchange).

Any interest paid on such quoted Eurobonds can be paid free of withholding tax provided:

(a) the person by or through whom the payment is made is not in Ireland; or

(b) the payment is made by or through a person in Ireland, and either:

(i) the quoted Eurobond is held in a clearing system recognised by the Irish Revenue Commissioners (Euroclear and Clearstream, Luxembourg are so recognised), or

(ii) the person who is the beneficial owner of the quoted Eurobond and who is beneficially entitled to the interest is not resident in Ireland and has made a declaration to a relevant person (such as an Irish paying agent) in the prescribed form.

So long as the exchange Notes are quoted on a recognised stock exchange and are held in Euroclear and/or Clearstream, Luxembourg, interest on the exchange Notes can be paid by the Issuers and any paying agent acting on behalf of the Issuers without any withholding or deduction for or on account of Irish income tax.

If, for any reason, the quoted Eurobond exemption referred to above does not or ceases to apply, an Issuer can still pay interest on the exchange Notes free of withholding tax provided it is a “qualifying company” (within the meaning of Section 110 of the 1997 Act) and provided the interest is paid to a person resident in a “Relevant Territory” (i.e. a member state of the European Union (other than Ireland) or a country with which Ireland has signed a double taxation agreement). For this purpose, residence is determined by reference to the law of the country in which the recipient claims to be resident. This exemption from withholding tax will not apply, however, if the interest is paid to a company in connection with a trade or business carried on by it through a branch or agency located in Ireland.

In certain circumstances, Irish tax will be required to be withheld at the standard rate from interest on any quoted Eurobond, where such interest is collected by a bank or other agent in Ireland on behalf of any noteholder who is Irish resident.

Taxation of Noteholders

Notwithstanding that a noteholder may receive interest on the exchange Notes free of withholding tax, the noteholder may still be liable to pay Irish tax on the income. Interest paid on the exchange Notes may have an Irish source and therefore be within the charge to Irish tax on income and potentially other Irish charges. Ireland operates a self assessment system in respect of tax on income and any person, including a person who is neither resident nor ordinarily resident in Ireland, with Irish source income comes within its scope.

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However, interest on the exchange Notes will be exempt from Irish income tax if the recipient of the interest is resident in a Relevant Territory provided either (i) the exchange Notes are quoted Eurobonds and are exempt from withholding tax as set out above (ii) in the event of the exchange Notes not being or ceasing to be quoted Eurobonds exempt from withholding tax, if the Issuer paying the interest is a qualifying company within the meaning of Section 110 of the 1997 Act, or (iii) if the Issuer paying the interest has ceased to be a qualifying company within the meaning of Section 110 of the 1997 Act, the recipient of the interest is a company and the Relevant Territory in questions imposes a tax that generally applies to interest receivable in that jurisdiction by companies from sources outside their jurisdiction.

Notwithstanding these exemptions from income tax, a corporate recipient that carries on a trade in Ireland through a branch or agency in respect of which the exchange Notes are held or attributed, may have a liability to Irish corporation tax on the interest.

Interest on the exchange Notes which does not fall within the above exemptions may be liable to Irish income tax.

Capital Gains Tax

A holder of exchange Notes will be subject to Irish tax on capital gains on a disposal of exchange Notes unless such holder is neither resident nor ordinarily resident in Ireland and does not carry on a trade in Ireland through a branch or agency in respect of which the exchange Notes are used or held.

Exchange Offer

On the basis that the exchange Notes will constitute substitute evidence of the indebtedness originally represented by the outstanding Notes and no other consideration will be received by noteholders in respect of the exchange, the exchange of the Notes will not be considered a disposal for the purposes of Irish capital gains tax or corporation tax and, accordingly, no charge to either tax would arise on the exchange.

Capital Acquisitions Tax

A gift or inheritance comprising of exchange Notes will be within the charge to capital acquisitions tax if either (i) the disponer or the donee/successor in relation to the gift or inheritance is resident or ordinarily resident in Ireland (or, in certain circumstances, if the disponer is domiciled in Ireland irrespective of his residence or that of the donee/successor) on the relevant date or (ii) if the exchange Notes are regarded as property situate in Ireland. Registered notes are generally regarded as situate where the principal register of noteholders is maintained or is required to be maintained, but the exchange Notes may be regarded as situated in Ireland regardless of the location of the register as they secure a debt due by an Irish resident debtor and they may be secured over Irish property. Accordingly, if such exchange Notes are comprised in a gift or inheritance, the gift or inheritance may be within the charge to tax regardless of the residence status of the disponer or the donee/successor.

Stamp Duty

No stamp duty or similar tax is imposed in Ireland on the issue, transfer or redemption of the exchange Notes whether they are represented by global notes or definitive notes (on the basis of an exemption provided for in Section 85(2)(c) to the Stamp Duties Consolidation Act, 1999 provided the money raised on the issue of the exchange Notes is used in the course of the Issuers’ business).

EU Savings Directive

The Council of the European Union has adopted a directive regarding the taxation of interest income known as the “European Union Directive on the Taxation of Savings Income (Directive 2003/48/EC)”.

Ireland has implemented the directive into national law. Any Irish paying agent making an interest payment on behalf of the Issuer to an individual, and certain residual entities defined in the 1997 Act, resident in another EU Member State and certain associated and dependent territories of a Member State will have to

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provide details of the payment to the Irish Revenue Commissioners who in turn will provide such information to the competent authorities of the state or territory of residence of the individual or residual entity concerned.

In November 2008 the European Commission proposed that a number of changes be made to the directive following a report on its operation since adoption. If any of these proposed changes are adopted they are likely to broaden the scope of the directive.

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LEGAL MATTERS

Certain legal matters will be passed upon for us and Elan by Cahill Gordon & Reindel llp, with respect to matters of U.S. law, and A&L Goodbody, with respect to matters of Irish law.

EXPERTS

The consolidated financial statements and the related financial statement schedule of Elan Corporation, plc as of December 31, 2010 and 2009, and for each of the years in the three-year period ended December 31, 2010, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2010 have been incorporated by reference herein in reliance upon the reports of KPMG, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

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$200,000,000

Elan Finance public limited company

Elan Finance Corp.

Exchange Offer

for up to

$200,000,000 Aggregate Principal

Amount of 8.75% Senior Notes due 2016

PROSPECTUS

          , 2011

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell or buy any securities in any jurisdiction where it is unlawful. The information in this prospectus is current as of          , 2011.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

Elan Corporation, plc

Except to the extent indicated below, there is no charter provision, by-law, contract, arrangement or statute under which any director or officer of Elan is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.

Paragraph 115 of the Articles of Association of Elan provides as follows:

115. Every Director and other officer of the Company (other than an auditor) shall be indemnified out of the assets of the Company against any cost, expense, liability or other matter incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court under the Acts.

Section 200 of the Irish Companies Act of 1963 (as amended) provides as follows:

(1) Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that:

(a) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and

(b) notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 391 of the Company Act, 1963, or section 42 of the Companies (Amendment) Act, 1983, in which relief is granted to him by the court.

(2) Notwithstanding subsection (1), a company may purchase and maintain for any of its officers or auditors insurance in respect of any liability referred to in that subsection.

(3) Notwithstanding any provision contained in an enactment, the articles of a company or otherwise, a director may be counted in the quorum and may vote on any resolution to purchase or maintain any insurance under which the director may benefit.

(4) Any directors’ and officers’ insurance purchased or maintained by a company before the date on which the amendments made to this section by the Companies (Auditing and Accounting) Act 2003 came into operation is as valid and effective as it would have been if those amendments had been in operation when that insurance was purchased or maintained.

(5) In this section a reference to an officer or auditor includes any former or current officer or auditor of the company, as the case may be.

Elan has granted contractual indemnities to its directors, its secretary and a number of members of its management (“Indemnified Persons”). Under these contractual indemnities, the Indemnified Persons will be indemnified by Elan against certain liabilities, including any liabilities arising out of anything done or not done by the Indemnified Persons in the context of any offering for the subscription or purchase of Elan’s securities. These contractual indemnities will remain in effect for as long as the Indemnified Persons are subject to any possible claim of a type covered by the indemnities. Certain matters are, however, excluded

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from these contractual indemnities, including any event based on any dishonest or fraudulent act or omission or willful misconduct by or on behalf of the Indemnified Persons. In the case of Elan’s directors and secretary, their indemnities will only have effect so long as the indemnity complies with Irish law, including in particular Section 200 of the Irish Companies Act, 1963 (as described above).

Elan maintains a standard form of directors’ and officers’ liability insurance policy, which provides coverage to its directors and officers for certain liabilities.

Elan Finance public limited company

Except to the extent indicated below, there is no charter provision, by-law, contract, arrangement or statute under which any director or officer of Elan Finance public limited company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.

Paragraph 39 of the Articles of Association of Elan Finance public limited company provides as follows:

Subject to the Acts, every director, managing director, agent, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 391 of the Act in which relief is granted to him by the court. Regulation 138 of Part I of Table A will not apply.

Section 200 of the Irish Companies Act of 1963 (as amended) provides as follows:

(1) Subject as hereinafter provided, any provision whether contained in the articles of a company or in any contract with a company or otherwise for exempting any officer of the company or any person employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company shall be void, so, however, that:

(a) nothing in this section shall operate to deprive any person of any exemption or right to be indemnified in respect of anything done or omitted to be done by him while any such provision was in force; and

(b) notwithstanding anything in this section, a company may, in pursuance of any such provision as aforesaid, indemnify any such officer or auditor against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted, or in connection with any application under section 391 of the Company Act, 1963, or section 42 of the Companies (Amendment) Act, 1983, in which relief is granted to him by the court.

(2) Notwithstanding subsection (1), a company may purchase and maintain for any of its officers or auditors insurance in respect of any liability referred to in that subsection.

(3) Notwithstanding any provision contained in an enactment, the articles of a company or otherwise, a director may be counted in the quorum and may vote on any resolution to purchase or maintain any insurance under which the director may benefit.

(4) Any directors’ and officers’ insurance purchased or maintained by a company before the date on which the amendments made to this section by the Companies (Auditing and Accounting) Act 2003 came into operation is as valid and effective as it would have been if those amendments had been in operation when that insurance was purchased or maintained.

(5) In this section a reference to an officer or auditor includes any former or current officer or auditor of the company, as the case may be.

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Elan Finance Corp.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful; and further that a corporation may indemnify such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of action or suit by or in the right of the corporation, if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any such action described in this paragraph, suit or proceeding, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

Section 102(b)(7) of the Delaware General Corporation Law allows a corporation to include in its certificate of incorporation a provision to eliminate or limit the personal liability of a director of a corporation to the corporation or to any of its stockholders for monetary damages for a breach of fiduciary duty as a director, except in the case where the director (i) breaches his duty of loyalty to the corporation or its stockholders, (ii) fails to act in good faith, engages in intentional misconduct or knowingly violates a law, (iii) authorizes the unlawful payment of a dividend or approves a stock purchase or redemption in violation of Section 174 of the Delaware General Corporation Law or (iv) obtains an improper personal benefit. The registrant’s Amended and Restated Certificate of Incorporation includes a provision which eliminates directors’ personal liability to the fullest extent permitted under the Delaware General Corporation Law.

Elan Finance Corp.’s By-Laws (the “By-Laws”) provide that the Elan Finance Corp. shall indemnify, hold harmless and advance expenses to each person (and, where applicable, whether the person died testate or intestate, the personal representative of such person, the estate of such person and such person’s legatees and heirs) who is or has served as director of or officer of Elan Finance Corp. or any other enterprise at the request of the Corporation, who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of Elan Finance Corp. or is or was serving at the request of Elan Finance Corp. as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent. Such indemnification and holding harmless covers all recoverable expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by such person in connection therewith and such indemnification continues as to a person who has ceased to be an officer, director, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Elan Finance Corp. shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of Elan Finance Corp. The right to indemnification includes the right to be paid by Elan Finance Corp. the expenses incurred

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in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer of Elan Finance Corp. in his or her capacity as a director or officer of Elan Finance Corp. (and not in any other capacity in which service was rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, will be made only upon delivery to Elan Finance Corp. of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under the By-Laws or otherwise.

Section 145 of the Delaware General Corporation Law further provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability under Section 145.

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Item 21.   Exhibits

Exhibit
No.			Description
	3	.1	Memorandum and Articles of Association of Elan Corporation, plc (incorporated by reference to Exhibit 1.1 of the Annual Report on Form 20-F of Elan Corporation, plc filed with the Commission on February 24, 2011).
	3	.2	Memorandum and Articles of Association of Elan Finance Public Limited Company (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form F-4 of Elan Corporation, plc (SEC File No. 333-128234) filed with the Commission on September 9, 2005).
	3	.3	Certificate of Incorporation of Elan Finance Corp. (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form F-4 of Elan Corporation, plc (SEC File No. 333-128234) filed with the Commission on September 9, 2005).
	3	.4	By-Laws of Elan Finance Corp. (incorporated by reference to Exhibit 3.4 of the Registration Statement on Form F-4 of Elan Corporation, plc (SEC File No. 333-128234) filed with the Commission on September 9, 2005).
	4	.1	Indenture dated as of August 17, 2010, among Elan Finance public limited company, Elan Finance Corp., Elan Corporation, plc, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 99.1 of the Report of Foreign Issuer on Form 6-K of Elan Corporation, plc (SEC File No. 001-13896) filed with the Commission on December 13, 2010).
	4	.2	Form of 8.75% Senior Note due 2016 (incorporated by reference to Exhibit A of the Indenture attached as Exhibit 4.1 hereto).
	4	.3	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 (incorporated by reference to Exhibit 99.2 of the Report of Foreign Issuer on Form 6-K of Elan Corporation, plc filed with the Commission on December 13, 2010).
	5	.1	Opinion of A&L Goodbody regarding legality as to Irish law.
	5	.2	Opinion of A&L Goodbody regarding legality as to English law.
	5	.3	Opinion of Cahill Gordon & Reindel llp regarding legality.
	5	.4	Opinion of Casner & Edwards, LLP regarding legality.
	5	.5	Opinion of Conyers Dill & Pearman Limited regarding legality.
	5	.6	Opinion of NautaDutilh N.V. regarding legality.
	12	.1	Ratio of Earnings to Fixed Charges.
	21	.1	Subsidiaries of Elan Corporation, plc (incorporated by reference to Exhibit 8.1 of the Annual Report on Form 20-F of Elan Corporation, plc filed with the Commission on February 24, 2011).
	23	.1	Consent of A&L Goodbody (included in Exhibit 5.1).
	23	.2	Consent of A&L Goodbody (included in Exhibit 5.2).
	23	.3	Consent of Cahill Gordon & Reindel llp (included in Exhibit 5.3).
	23	.4	Consent of Casner & Edwards, LLP regarding legality (included in Exhibit 5.4).
	23	.5	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.5).
	23	.6	Consent of NautaDutilh N.V. (included in Exhibit 5.6).
	23	.7	Consent of Independent Registered Public Accounting Firm, KPMG.
	24	.1	Powers of Attorney are included in the signature pages of this registration statement.*
	25	.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of The Bank of New York Mellon, as Trustee under the 2016 Indenture issued August 2010.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Letter to Clients.
	99	.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

* Previously filed.

II-5

Item 22.   Undertakings

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrants pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrants under the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrants hereby undertake (i) to respond to requests for information that are incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of Form F-4, within one

II-6

business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above include information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request.

(e) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dublin, Ireland, on the 22nd day of June, 2011.

ELAN FINANCE PUBLIC LIMITED COMPANY
ELAN HOLDINGS LIMITED
ELAN MANAGEMENT LIMITED
ELAN PHARMA INTERNATIONAL LIMITED
ELAN TRANSDERMAL LIMITED
THE INSTITUTE OF BIOPHARMACEUTICS,
LIMITED
KEAVY FINANCE LIMITED
CRIMAGUA LIMITED
ORCHARDBROOK LIMITED

By:  /s/  Shane M. Cooke
Name:     Shane M. Cooke
Title:       Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/  Shane M. Cooke (Shane M. Cooke)		Director	June 22, 2011
* (William F. Daniel)		Director	June 22, 2011
* (Mary Sheahan)		Director	June 22, 2011
* By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-8

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dublin, Ireland, on the 22nd day of June 2011.

ELAN SCIENCE FOUR LIMITED

By:  /s/  Nigel Clerkin
Name:     Nigel Clerkin
Title:       Director

KNOW ALL PERSONS BY THESE PRESENTS, that Nigel Clerkin whose signature appears below constitutes and appoints William F. Daniel and Shane Cooke, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for him and in his name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/  Nigel Clerkin (Nigel Clerkin)		Director	June 22, 2011
* (William F. Daniel)		Director	June 22, 2011
*By:	/s/  Shane M. Cooke Shane M. CookeAttorney-in-Fact

II-9

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dublin, Ireland, on the 22nd day of June, 2011.

ELAN CORPORATION, PLC

By:  /s/  Shane M. Cooke
Name: Shane M. Cooke
Title:   Executive Vice President, Head of Elan
            Drug Technologies

KNOW ALL PERSONS BY THESE PRESENTS, that Grainne McAleese whose signature appears below constitutes and appoints William F. Daniel and Shane Cooke, and each of them, as attorneys-in-fact and agents, each with the power of substitution, for her and in her name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign, in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* (Robert A. Ingram)	Chairman of the Board	June 22, 2011
* (G. Kelly Martin)	Chief Executive Officer and Director (Principal Executive Officer)	June 22, 2011
/s/  Shane M. Cooke (Shane M. Cooke)	Executive Vice President and Director, Head of Elan Drug Technologies	June 22, 2011
* (Nigel Clerkin)	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 22, 2011
* (Lars Ekman, M.D. Ph.D)	Director	June 22, 2011
/s/  Grainne McAleese (Grainne McAleese)	Vice President, Finance and Group Controller (Principal Accounting Officer)	June 22, 2011
* (Gary Kennedy)	Director	June 22, 2011

II-10

Signature		Title	Date
(Patrick Kennedy)		Director
* (Giles Kerr)		Director	June 22, 2011
(Kieran McGowan)		Director
* (Kyran McLaughlin)		Director	June 22, 2011
* (Donal O’Connor)		Director	June 22, 2011
* (Richard Pilnik)		Director	June 22, 2011
* (Dennis J. Selkoe)		Director	June 22, 2011
* By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-11

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in South San Francisco, California on the 22nd day of June, 2011.

ELAN FINANCE CORP.

By:  /s/  John L. Donahue
Name:     John L. Donahue
Title:       Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (Johannes Roebers)		President, Chief Executive Officer, Assistant Secretary and Director	June 22, 2011
* (Sandy A. Alipio)		Treasurer and Chief Financial Officer	June 22, 2011
/s/  John L. Donahue (John L. Donahue)		Vice President, Secretary and Director	June 22, 2011
* (Douglas Love)		Vice President and Director	June 22, 2011
*By:	/s/  Shane M. CookeShane M. CookeAttorney-in-Fact

II-12

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dublin, Ireland, on the 22nd day of June, 2011.

ELAN PHARMA LIMITED
MEADWAY PHARMACEUTICALS LTD
THE LIPOSOME COMPANY LIMITED

By:  /s/  Shane M. Cooke
Name:     Shane M. Cooke
Title:       Director

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (William F. Daniel)		Director	June 22, 2011
/s/  Shane M. Cooke (Shane Cooke)		Director	June 22, 2011
* (Mary Sheahan)		Director	June 22, 2011
*By:	/s/  Shane M. CookeShane M. CookeAttorney-in-Fact

II-13

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in South San Francisco, California on the 22nd day of June, 2011.

ATHENA NEUROSCIENCES, INC.

By:  /s/  John L. Donahue
Name:     John L. Donahue
Title:       Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (G. Kelly Martin)		President and Chief Executive Officer	June 22, 2011
* (Sandy A. Alipio)		Treasurer and Chief Financial Officer	June 22, 2011
* (Johannes Roebers)		Vice President, Secretary and Director	June 22, 2011
* (Kathleen Martorano)		Director	June 22, 2011
* (Douglas Love)		Vice President and Director	June 22, 2011
By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-14

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in South San Francisco, California on the 22th day of June, 2011.

ELAN DRUG DELIVERY, INC.

By:  /s/  John L. Donahue
Name:     John L. Donahue
Title:       Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (James L. Botkin)		President and Chief Executive Officer and Director	June 22, 2011
* (Nancy Neill)		Treasurer, Chief Financial Officer, Secretary and Director	June 22, 2011
By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-15

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in South San Francisco, California, on the 22nd day of June, 2011.

ELAN HOLDINGS, INC.

By:  /s/  John L. Donahue
Name:     John L. Donahue
Title:       Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (James L. Botkin)		President and Chief Executive Officer and Director	June 22, 2011
* (Nancy Neill)		Treasurer, Chief Financial Officer and Director	June 22, 2011
By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-16

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in South San Francisco, California, on the 22nd day of June, 2011.

ELAN PHARMACEUTICALS, INC.

By:  /s/  John L. Donahue
Name:     John L. Donahue
Title:       Assistant Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (G. Kelly Martin)		President and Chief Executive Officer	June 22, 2011
* (Sandy A. Alipio)		Treasurer and Chief Financial Officer	June 22, 2011
* (Johannes Roebers)		Vice President, Secretary and Director	June 22, 2011
* (Douglas Love)		Vice President and Director	June 22, 2011
*By:	/s/  Shane M. Cooke Shane M. CookeAttorney-in-Fact

II-17

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Dublin, Ireland, on the 22nd day of June, 2011.

ELAN INTERNATIONAL INSURANCE LTD.
ELAN INTERNATIONAL SERVICES LTD.
NEURALAB LIMITED

By:  /s/  Shane M. Cooke
Name:     Shane M. Cooke
Title:       Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
* (Kevin Insley)		Director	June 22, 2011
(Karen S. Kim)		Director
* (David G. Carrick)		Director	June 22, 2011
*By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-18

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Amsterdam, on the 22nd day of June, 2011.

MONKSLAND HOLDINGS B.V.

By:  /s/  Shane M. Cooke
Name:     Shane M. Cooke
Title:       Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/  ANT Management (Netherlands) B.V. (ANT Management (Netherlands) B.V.)		Managing director	June 22, 2011
/s/  Pieter Bosse (Pieter Bosse)		Managing director	June 22, 2011
* (William F. Daniel)		Managing director	June 22, 2011
* (Wim Kok)		Managing director	June 22, 2011
*By:	/s/  Shane M. Cooke Shane M. Cooke Attorney-in-Fact

II-19

EXHIBIT INDEX

Exhibit No.	Description
3.1	Memorandum and Articles of Association of Elan Corporation, plc (incorporated by reference to Exhibit 1.1 of the Annual Report on Form 20-F of Elan Corporation, plc filed with the Commission on February 24, 2011).
3.2	Memorandum and Articles of Association of Elan Finance Public Limited Company (incorporated by reference to Exhibit 3.2 of the Registration Statement on Form F-4 of Elan Corporation, plc (SEC File No. 333-128234) filed with the Commission on September 9, 2005).
3.3	Certificate of Incorporation of Elan Finance Corp. (incorporated by reference to Exhibit 3.3 of the Registration Statement on Form F-4 of Elan Corporation, plc (SEC File No. 333-128234) filed with the Commission on September 9, 2005).
3.4	By-Laws of Elan Finance Corp. (incorporated by reference to Exhibit 3.4 of the Registration Statement on Form F-4 of Elan Corporation, plc (SEC File No. 333-128234) filed with the Commission on September 9, 2005).
4.1	Indenture dated as of August 17, 2010, among Elan Finance public limited company, Elan Finance Corp., Elan Corporation, plc, the Subsidiary Note Guarantors party thereto and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 99.1 of the Report of Foreign Issuer on Form 6-K of Elan Corporation, plc (SEC File No. 001-13896) filed with the Commission on December 13, 2010).
4.2	Form of 8.75% Senior Note due 2016 (incorporated by reference to Exhibit A of the Indenture attached as Exhibit 4.1 hereto).
4.3	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 (incorporated by reference to Exhibit 99.2 of the Report of Foreign Issuer on Form 6-K of Elan Corporation, plc filed with the Commission on December 13, 2010).
5.1	Opinion of A&L Goodbody regarding legality as to Irish law.
5.2	Opinion of A&L Goodbody regarding legality as to English law.
5.3	Opinion of Cahill Gordon & Reindel llp regarding legality.
5.4	Opinion of Casner & Edwards, LLP regarding legality.
5.5	Opinion of Conyers Dill & Pearman Limited regarding legality.
5.6	Opinion of NautaDutilh N.V. regarding legality.
12.1	Ratio of Earnings to Fixed Charges.
21.1	Subsidiaries of Elan Corporation, plc (incorporated by reference to Exhibit 8.1 of the Annual Report on Form 20-F of Elan Corporation, plc filed with the Commission on February 24, 2011).
23.1	Consent of A&L Goodbody (included in Exhibit 5.1).
23.2	Consent of A&L Goodbody (included in Exhibit 5.2).
23.3	Consent of Cahill Gordon & Reindel llp (included in Exhibit 5.3).
23.4	Consent of Casner & Edwards, LLP regarding legality (included in Exhibit 5.4).
23.5	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.5).
23.6	Consent of NautaDutilh N.V. (included in Exhibit 5.6).
23.7	Consent of Independent Registered Public Accounting Firm, KPMG.
24.1	Powers of Attorney are included in the signature pages of this registration statement.*
25.1	Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 on Form T-1 of The Bank of New York Mellon, as Trustee under the 2016 Indenture issued August 2010.
99.1	Form of Letter of Transmittal.
99.2	Form of Notice of Guaranteed Delivery.
99.3	Form of Letter to Clients.
99.4	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

* Previously filed.

EX-5.1

Exhibit 5.1

A&L Goodbody Solicitors International Financial Services Centre North Wall Quay Dublin 1
Tel: +353 1 649 2000     Fax: +353 1 649 2649     email: law@algoodbody.ie     website: www.algoodbody.ie     dx: 29 Dublin

our ref | JKS/CJR 01-372919 your ref | date | 22 June 2011

To: Elan Corporation plc
Elan Finance public limited company
c/o Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2
Ireland

Elan Finance plc

Issue of US$200,000,000 8.75% Senior Notes Due 2016 (the Exchange Notes)

co-issued with Elan Finance Corp (together the Issuers, and each an Issuer)

and

fully and unconditionally guaranteed by Elan Corporation plc and the Subsidiary Note Guarantors

Dear Sirs,

We have acted as legal advisors as to matters of Irish law to Elan Corporation plc (the Guarantor) and to Elan Finance public limited company (Elan Finance) in connection with the issue of the Exchange Notes by the Issuers which Notes are fully and unconditionally guaranteed by the Guarantor and its Subsidiary Note Guarantors on an unsecured basis in exchange (the Exchange Offer) for up to US$200,000,000 of outstanding 8.75% Senior Notes Due 2016 (the Original Notes, and together with the Exchange Notes, the Notes). The Exchange Notes will be issued under the Indenture (as defined below).

Documents examined

1. For the purpose of giving this Opinion we have examined:

1.1. the Form-4 Registration Statement dated 22 June 2011 relating to the Exchange Notes (the Registration Statement);

Dublin Belfast London Boston New York

S.C. Hamilton	C.E. Gill	V.J. Power	P.V. Maher	E. MacNeill	N. O’Sullivan	S.O’Croinin	J.B. Somerville	A. Roberts	D. Main P.T. Fahy
R.B. Buckley	E.M. Fitzgerald	L.A. Kennedy	S. O’Riordan	K.P. Allen	M.J. Ward	J.W. Yarr	M.F. Barr	C. Widger	J. Cahir A.J. Johnston
P.M. Law	B.M. Cotter	S.M. Doggett	M.P.McKenna	E.A. Roberts	A.C. Burke	D.R. Baxter	A.J.Quinn	M. Dale	M. Traynor
P.J. Carroll	J.G. Grennan	B.McDermott	K.A. Feeney	C. Rogers	J. Given	A.McCarthy	M.L. Stack	N. Coyne	P.M. Murray
J.H. Hickson	J.Coman	C. Duffy	M.Sherlock	G. O’Toole	D. Widger	J.F. Whelan	B.Walsh	C. McCourt	N. Ryan
M.F. O’Gorman	P.D. White	E.M. Brady	E.P. Conlon	J.N. Kelly	C. Christle	D.R. Conlon	A.M.Curran	R.M. Moore	K. Furlong

Consultants: J.R. Osborne  S.W Haughey  T.V. O’Connor  Professor J.C.W. Wylie  A.F. Browne  M.A. Greene  A.V. Fanagan  J.A. O’Farrell  I.B.Moore

1.2.	the Indenture dated 17 August 2010 relating to the Notes (the Indenture) made among the Issuers, the Guarantor, the Subsidiary Note Guarantors and The Bank of New York Mellon as Trustee (the Trustee);
1.3.	the Registration Rights Agreement dated 17 August 2010 made among the Issuers, the Guarantor, the Subsidiary Note Guarantors and the Trustee;
1.4.	a secretary’s certificate of the Guarantor dated 22 June 2011 attaching:

1.4.1.	copies of the certificate of incorporation and the memorandum and articles of association of the Guarantor;
1.4.2.	a certified extract of the minutes of a meeting of the board of directors of the Guarantor held on 5 August 2010;
1.4.3.	a copy of the minutes of a meeting of a sub-committee of the board of directors of the Guarantor held on 11 August 2010; and
1.4.4.	a list of persons authorised to execute the Agreements on behalf of the Guarantor;

1.5. a secretary’s certificate of Elan Finance dated 22 June 2011 attaching:

1.5.1.	copies of the certificate of incorporation, the certificate of entitlement to do business and memorandum and articles of association of Elan Finance and
1.5.2.	a copy of the minutes of a meeting of the board of directors of Elan Finance held on 11 August 2010; and
1.5.3.	a list of persons authorised to execute the Agreements on behalf of Elan Finance;

1.6. a secretary’s certificate of each of the Irish Subsidiaries (as defined below) dated 22 June 2011 attaching:

1.6.1. copies of the certificate of incorporation, any certificate of incorporation on a change of name and the memorandum and articles of association of each

2

Irish Subsidiary; and

1.6.2.	a copy of the minutes of a meeting of the board of directors of each Irish Subsidiary held on 11 August 2010; and
1.6.3.	a list of persons authorised to execute the Agreements on behalf of each Irish Subsidiary;

1.7.	a secretary’s certificate of the Guarantor dated 22 June 2011 as to the beneficial ownership of the entire issued share capital of the Irish Subsidiaries by the Guarantor; and
1.8.	such other documents we regard as necessary or desirable for the purpose of giving this Opinion.

BASES OF OPINION

2.

2.1. In this Opinion

(i)	the Agreements means the Registration Rights Agreement and the Indenture;
(ii)	the Irish Parties means Elan Finance, the Guarantor and the Irish Subsidiaries; and
(iii)	the Irish Subsidiaries means the Irish companies named in the Schedule hereto.

2.2.	Terms and expressions which are defined in the Registration Statement or in the Agreements have the same respective meanings where used in this Opinion.
2.3.	This Opinion is confined to matters of Irish law as applied by the Courts of Ireland as at the date hereof and is given on the basis that it shall be governed by and construed in accordance with Irish law without reference to the provision of other laws imported by private international law. We have made no investigation of, and express no opinion as to, the laws of any other jurisdiction.

3

2.4.	This Opinion is limited strictly to the matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter.
2.5.	This Opinion is addressed only to Elan Finance and the Guarantor and may not be furnished to or relied upon by any other person other than with our prior written approval, it being understood that the Opinion is given as of the date hereof and may not be relied upon as of any later date.

Assumptions:

3. For the purpose of issuing this Opinion we have made the following assumptions without any responsibility on our part if any assumption proves to have been untrue as we have not independently verified any assumption:

3.1. that under the laws of the State of New York:

3.1.1.	the form and terms and conditions of the Notes; and
3.1.2.	the provisions of the Agreements

	are valid and binding on the parties to be bound thereby;
3.2.	the authenticity of all documents submitted to us as originals;
3.3.	the completeness and conformity to the originals of all copy letters, resolutions, documents, certificates, permissions, minutes, licences, authorisations and all other copy documents of any kind furnished to us;
3.4.	the genuineness of all signatures and seals upon original documents;
3.5.	the accuracy and completeness of all information appearing on public records;
3.6.	that the certified copies produced to us of minutes of meetings (or extracts thereof) and/or of resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record, and that all meetings referred to in such copies were duly convened and held, that those present at any such meetings acted bona fide throughout, that all resolutions set out in such copies were duly passed and that no further resolutions have been passed or

4

	corporate or other actions taken which would or might alter the effectiveness thereof;
3.7.	that the Agreements have each been executed and delivered by each of the parties thereto (other than the Irish Parties) in the respective forms examined by us;
3.8.	the due authorisation, execution and delivery of the Agreements by each of the parties thereto other than the Irish Parties and that the performance thereof is within the capacity and power of each of the parties thereto other than the Irish Parties;
3.9.	the absence of any other arrangements between any of the parties to the Agreements which modify or supersede any of the terms of the Agreements;
3.10.	that (i) any offer of Notes in the European Economic Area will only be made in circumstances which do not require the publication of a prospectus pursuant to Regulation 9 of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (the Prospectus Regulations) and (ii) the Notes have been admitted to trading on the regulated market and to the Official List of the Irish Stock Exchange Limited;
3.11.	that on each interest payment date book entry interests in the Notes will be held in DTC;
3.12.	that each of the parties to the Agreements other than the Irish Parties are able lawfully to enter into such agreement or deed;
3.13.	that the Notes will have been duly prepared and completed in accordance with the provisions and arrangements contained or described in the Registration Statement and the Indenture;
3.14.	that the obligations secured by the Notes are not charged or encumbered on property situated in Ireland;
3.15.	that no payment of interest on the Notes will be made through or by a paying agent in Ireland;
3.16.	any Exchange Notes issued under an Exchange Offer will constitute substitute evidence of the indebtedness originally represented by the original Notes tendered in the Exchange Offer and will not represent the incurrence of new indebtedness by the Issuers; and

5

3.17. that the Irish Subsidiaries have entered into the Indenture in good faith, for legitimate business purposes, for good consideration and that they will derive a commercial benefit therefrom.

OPINION

4.	Subject to the assumptions set out at 3 above, and the qualifications set out at 5 below, we are of the opinion that:
	The Guarantor

4.1.	the Guarantor is duly incorporated under the laws of Ireland as a public company with limited liability and has full power and capacity to give the Guarantee as set out in the Indenture, to execute and deliver the Agreements, to undertake and perform the obligations expressed to be assumed by it therein, and has all necessary corporate capacity to carry on, amongst other things, the business of developing, manufacturing, buying, selling, distributing and dealing in all kinds of pharmaceutical, medicinal, proprietary and industrial preparations, compounds and articles of every kind and carrying on any other business, except the issuing of policies and insurance, which may seem to the Guarantor capable of being conveniently carried on in connection with the business of developing, manufacturing, buying, selling, distributing or dealing in, pharmaceutical, medicinal, proprietary and industrial preparations, compounds and articles of every kind and promoting and establishing subsidiary companies and holding the share capital of the same;
4.2.	based only upon searches carried out at the Companies Registration Office in Dublin and at the Central Office of the High Court in Ireland in each case on 22 June 2011, no order has been made or resolution passed for the winding up of, or the appointment of an examiner to, the Guarantor and no notice of the appointment of any receiver or liquidator to the Guarantor has been filed;
4.3.	the Agreements have each been duly authorised, executed and delivered by the Guarantor and the obligations expressed to be accepted by the Guarantor therein are valid and legally binding on, and are in a form capable of enforcement against the Guarantor under the laws of Ireland in the Courts of Ireland in accordance with their respective terms;

6

4.4. all actions necessary under the laws of Ireland have been duly taken by or on behalf of the Guarantor and all authorisations and approvals necessary under the laws of Ireland have been duly obtained for the authorisation, execution and delivery by the Guarantor of the Agreements and the performance by the Guarantor of its obligations thereunder;

Elan Finance

4.5.	Elan Finance is duly incorporated under the laws of Ireland as a public company with limited liability and has full power and capacity to issue the Notes as set out in the Indenture, to execute and deliver the Agreements, to undertake and perform the obligations expressed to be assumed by it therein, to carry on the business of issuing, selling, buying and dealing generally in bonds, commercial paper, promissory notes, obligations, certificates of deposit, treasury bills, trade bills, bills of exchange, bills of lading, bank acceptances, interests and property, monetary interest, shares, stocks, debentures, debenture stock, letters of credit, circular notes, financial and investment instruments and all other instruments of whatsoever kind, carrying on any business, except for the issuing of policies of insurance, which may seem to Elan Finance capable of being conveniently carried on in connection with the foregoing and lending money to such persons or companies with or without security and upon such terms as may to Elan Finance seem expedient;
4.6.	based only upon searches carried out at the Companies Registration Office in Dublin and at the Central Office of the High Court in Ireland in each case on 22 June 2011, no order has been made or resolution passed for the winding up of, or the appointment of an examiner to, Elan Finance and no notice of the appointment of any receiver or liquidator to Elan Finance has been filed;
4.7.	the Agreements have each been duly authorised, executed and delivered by Elan Finance and the obligations expressed to be accepted by Elan Finance therein are valid and legally binding on, and are in a form capable of enforcement against Elan Finance under the laws of Ireland in the Courts of Ireland in accordance with their respective terms;
4.8.	all actions necessary under the laws of Ireland have been duly taken by or on behalf of Elan Finance and all authorisations and approvals necessary under the laws of Ireland have been duly obtained for the authorisation, execution and delivery by Elan Finance of the Agreements and the performance by Elan Finance of its obligations

7

thereunder and the issue of the Notes by Elan Finance;

The Irish Subsidiaries

4.9.	each of the Irish Subsidiaries is duly incorporated under the laws of Ireland as a company with limited liability and has full power and capacity to give the Guarantee as set out in the Indenture, to execute and deliver the Indenture and to undertake and perform the obligations expressed to be assumed by it therein;
4.10.	each of the Irish Subsidiaries is directly or indirectly a wholly owned subsidiary of the Guarantor;
4.11.	based only upon searches carried out at the Companies Registration Office in Dublin and at the Central Office of the High Court in Ireland in each case on 22 June 2011, no order has been made or resolution passed for the winding up of, or the appointment of an examiner to, any of the Irish Subsidiaries and no notice of the appointment of any receiver or liquidator to any of the Irish Subsidiaries has been filed;
4.12.	the Agreements to which it is party have each been duly authorised, executed and delivered by each of the Irish Subsidiaries and the obligations expressed to be accepted by each of the Irish Subsidiaries therein are valid and legally binding on, and are in a form capable of enforcement against each of the Irish subsidiaries under the laws of Ireland in the Courts of Ireland in accordance with the terms of the Indenture;
4.13.	all actions necessary under the laws of Ireland have been duly taken by or on behalf of each of the Irish Subsidiaries and all authorisations and approvals necessary under the laws of Ireland have been duly obtained for the authorisation, execution and delivery by each of the Irish Subsidiaries of the Agreements and the performance by each of the Irish Subsidiaries of its obligations thereunder;

Choice of Law and Jurisdiction

4.14. in any proceedings taken in Ireland for the enforcement of the Notes and or the Agreements, the choice of the law of New York as the governing law of the contractual rights and obligations of the parties under the Notes and the Agreements would be upheld by the Irish Courts in accordance or subject to the provisions of the

8

Rome I Regulation EC No 593/2008 on the Law Applicable to Contractual Obligations;

4.15. in any proceedings taken in Ireland for the enforcement of a judgment obtained against the Irish Parties in the courts of New York (a Foreign Judgment) the Foreign Judgment would be recognised and enforced by the courts of Ireland save that to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order of the Irish courts. Such order should be granted on proper proof of the Foreign Judgment without any re-trial or examination of the merits of the case subject to the following qualifications:

4.15.1.	that the foreign court had jurisdiction, according to the laws of Ireland;
4.15.2.	that the Foreign Judgment was not obtained by fraud;
4.15.3.	that the Foreign Judgment is not contrary to public policy or natural justice as understood in Irish law;
4.15.4.	that the Foreign Judgment is final and conclusive;
4.15.5.	that the Foreign Judgment is for a definite sum of money; and
4.15.6.	that the procedural rules of the court giving the Foreign Judgment have been observed;

Any such order of the Irish courts may be expressed in a currency other than euro in respect of the amount due and payable by any of the Irish Parties but such order may be issued out of the Central Office of the Irish High Court expressed in euro by reference to the official rate of exchange prevailing on the date of issue of such order. However, in the event of a winding up of any of the Irish Parties, amounts claimed in US Dollars against any of the Irish Parties in a currency other than the euro (the Foreign Currency) would, to the extent properly payable in the winding up, be paid if not in the Foreign Currency in the euro equivalent of the amount due in the Foreign Currency converted at the rate of exchange pertaining on the date of the commencement of such winding up; and

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Irish Taxation

4.16. an exchange of original Notes for Exchange Notes under the Exchange Offer should not constitute a disposal for Irish capital gains tax purposes and accordingly no Irish taxation liability should arise for a noteholder on such exchange provided that no additional consideration is received by the noteholder in respect of the exchange and provided Elan Finance remains a qualifying company under the provisions of Section 110 of the Taxes Consolidation Act, 1997, no Irish stamp duty should arise on such an exchange.

QUALIFICATIONS

5. The Opinions expressed at 4 above are subject to the following qualification;

5.1. the term “enforceable” as used above means that the obligations assumed by Elan Finance or each Guarantor are of a type which the Courts of Ireland enforce. It does not mean or imply that those obligations will necessarily be enforced in all circumstances in accordance with their respective terms or that any particular remedy will be available. In particular:-

5.1.1.	enforcement may be limited by laws from time to time relating to bankruptcy, insolvency, liquidation, examinership, receivership, preferential creditors, limitations of actions and laws of general application relating to or affecting the rights of creditors;
5.1.2.	where obligations of Elan Finance or any Guarantor are to be performed in a jurisdiction outside Ireland, they may not be enforceable in Ireland to the extent that performance would be illegal under the laws of that jurisdiction;
5.1.3.	claims in respect of Notes or the Guarantee may be or become the subject of set off or counterclaim;
5.1.4.	enforcement may be limited by general principles of equity — for example specific performance or other equitable remedies are a discretion and may not be available where damages are considered by the courts to be an adequate remedy;

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5.1.5.	claims may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes whether by an originating action in Ireland or by an action to enforce a final judgement given by a United States or State Court in the State of New York or County of New York;
5.1.6.	enforcement may also be limited as a result of:

(1)	the provision of Irish law applicable to contracts held to have become frustrated by events happening after their execution or
(2)	any breach of the terms of an agreement by the parties seeking to enforce the same;

5.2.	a determination, description, calculation, opinion or certificate of any party under the Agreements as to any matter provided for in the Agreements might be held by the Courts of Ireland not to be final, conclusive or binding if it could be shown to have been an unreasonable, incorrect or arbitrary basis or not to have been made in good faith;
5.3.	the Courts of Ireland may refuse to award legal expenses or costs in respect of any action before them where application for the same is made on the basis of any indemnity contained in the Agreements;
5.4.	pursuant to Section 131 of the Stamp Duties Consolidation Act, 1999 any indemnity given by the Guarantor in respect of payment of Irish stamp duties may not be enforceable;
5.5.	any currency indemnity contained in the Agreements may not be enforceable; and
5.6.	any transfer of, or payment in respect of a Note or Agreement involving any country which is currently the subject of an order made by the Minister for Finance of Ireland restricting financial transfers pursuant to the Financial Transfers Act, 1992, and/or Section 42 of the Criminal Justice (Terrorist Offences) Act, 2005. Currently, Belarus, Burma (Myanmar), the Democratic Republic of Congo, Iran, Iraq, the Ivory Coast (Cote d’Ivoire), the Democratic People’s Republic of Korea (North Korea), Lebanon, Liberia, the Republic of Guinea, Somalia, Sudan, Usama bin Laden, the Al-Qaeda network and the Taliban of Afghanistan, Uzbekistan, Zimbabwe, persons associated

11

with Slobodan Milosevic, and the former Yugoslavia, amongst others, are the subject of such orders. Any transfer of, or payment in respect of, a Note or Agreement involving the government of any country which is currently the subject of United Nations sanctions, any person or body resident in, incorporated in or constituted under the laws of any such country or exercising public functions in any such country or any person or body controlled by any of the foregoing may be subject to restrictions pursuant to such sanctions as implemented in Irish law.

5.7.

We express no opinion on the terms of the Agreements other than by reference to the legal character thereof.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus contained therein. In giving such consent we do not hereby concede that we are within the category of person whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours faithfully,

/s/ A&L Goodbody

12

SCHEDULE

ELAN HOLDINGS LIMITED

ELAN MANAGEMENT LIMITED

ELAN PHARMA INTERNATIONAL LIMITED

ELAN TRANSDERMAL LIMITED

THE INSTITUTE OF BIOPHARMACEUTICS LIMITED

ORCHARDBROOK LIMITED

KEAVY FINANCE LIMITED

CRIMAGUA LIMITED

ELAN SCIENCE FOUR LIMITED

13

EX-5.2

Exhibit 5.2

A&L Goodbody Northern Ireland 6th Floor 42 – 46 Fountain Street Belfast BT1 5EF

Tel: +44(0) 28 9031 4466 Fax: +44(0) 28 9031 4477 email: info@algoodbody.com website: www.algoodbody.com dx: 2016NR Belfast 2

our ref | JCB/MA 01372919 your ref | date | 22 June 2011

To: Elan Corporation plc
Elan Finance public limited company
c/o Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2
Ireland

Dear Sirs,

Elan Finance plc

Issue of US$200,000,000 8.75% Senior Notes Due 2016 (the Exchange Notes) co-issued with Elan Finance Corp. (together the Issuers, and each an Issuer) and fully and unconditionally guaranteed by Elan Corporation plc (the Guarantor) and certain of its subsidiaries (together the Subsidiary Note Guarantors)

We have acted on the instruction of the Guarantor and Elan Finance public limited company (Elan Finance) to issue this Opinion as to certain matters of English law in connection with the issue of the Exchange Notes by the Issuers which Notes are fully and unconditionally guaranteed by the Guarantor and the Subsidiary Note Guarantors (including the English Subsidiaries as defined below) on an unsecured basis in exchange (the Exchange Offer) for up to US$200,000,000 of outstanding 8.75% Senior Notes Due 2016 (the Original Notes, and together with the Exchange Notes, the Notes). The Exchange Notes will be issued under the Indenture (as defined below).

Documents examined

1. FOR THE PURPOSE OF GIVING THIS OPINION WE HAVE EXAMINED:

1.1.	pdf copy of the Indenture dated 17 August 2010 relating to the Notes (the Indenture) made among the Issuers, the Guarantor, the Subsidiary Note Guarantors and The Bank of New York Mellon as Trustee (the Trustee) including specifically the note guarantees contained therein provided by the English Subsidiaries, as defined below (the Guarantees);
1.2.	pdf copy of the Registration Rights Agreement dated 17 August 2010 (the

A&L Goodbody has offices in

Dublin   Belfast    London   Boston   New York

J W Yarr S W Haughey P W D Stafford J M Thompson K A Feeney E P Conlon B J Fox M T Neill G E Walls L T Bailey J C Brown

Registration Rights Agreement) made among the Issuers, the Guarantor, the Subsidiary Note Guarantors and the initial purchasers;

1.3. pdf copy of a secretary’s certificate of each of the English Subsidiaries (as defined below) dated 22 June 2011 attaching:

1.3.1.	copies of the certificate of incorporation, any certificate of incorporation on a change of name and the constitutional documents of each English Subsidiary (as defined below); and
1.3.2.	a certified copy of the minutes of a meeting of the board of directors of each English Subsidiary held on 11 August 2010; and
1.3.3.	a list of persons authorised to execute the Agreements on behalf of each English Subsidiary;

1.4.	pdf copy of a secretary’s certificate of the Guarantor dated 22 June 2011 as to the beneficial ownership of the entire issued share capital of the English Subsidiaries by the Guarantor;
1.5.	pdf copy of a secretary’s certificate of each of the English Subsidiaries (as defined below) dated 22 June 2011 containing confirmations as to various matters relating to the Companies Act 2006; and
1.6.	a copy of a certificate from Companies House dated 17 June 2011 for The Liposome Company Limited and copy certificates from Companies House dated 20 June 2011 for the other two English Subsidiaries certifying, inter alia, that each English Subsidiary has been in continuous and unbroken existence since the date of its incorporation, that no action is currently being taken by the Registrar of Companies to strike the company off the register and dissolve it (the Certificates of Good Standing).

Bases of Opinion

2.

2.1.	In this Opinion:
(i)	the English Subsidiaries means the English companies named in the Schedule hereto and any of them an English Subsidiary; and
(ii)	Agreements means the Indenture and the Registration Rights Agreement.
2.2.	Terms and expressions which are defined in the Agreements have the same respective meanings where used in this Opinion.

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2.3. This Opinion is confined to matters of English law as applied by the Courts of England as at the date hereof and is given on the basis that it shall be governed by and construed in accordance with English law without reference to the provision of other laws imported by private international law. This Opinion is governed by English law. We assume no responsibility for revising or updating our Opinion to take into account changes in law, changes in practice or events or circumstances occurring after the date of this Opinion. We have made no investigation of, and express no opinion as to, the laws of any other jurisdiction and we have assumed, without investigation, that insofar as the laws of any jurisdiction other than England are relevant, such laws do not prohibit and are not inconsistent with any of the terms of the Agreements.

2.4.	This Opinion is limited strictly to the matters stated herein and is not to be read as extending, by implication or otherwise, to any other matter.
2.5.	This Opinion is addressed only to Elan Finance and the Guarantor and, save as set out in paragraph 5 below, may not be furnished to or relied upon by any other person other than with our prior written approval, it being understood that the Opinion is given as of the date hereof and may not be relied upon as of any later date.
2.6.	We express no opinion as to any agreement, instrument or other document other than as specified in this Opinion, nor as to any liability to tax which may arise or be suffered as a result of or in connection with the Agreements.

Assumptions:

3. FOR THE PURPOSE OF ISSUING THIS OPINION WE HAVE MADE THE FOLLOWING ASSUMPTIONS WITHOUT ANY RESPONSIBILITY ON OUR PART IF ANY ASSUMPTION PROVES TO HAVE BEEN UNTRUE AS WE HAVE NOT INDEPENDENTLY VERIFIED ANY ASSUMPTION:

3.1. that under the laws of the State of New York:

3.1.1.	the form and terms and conditions of the Notes; and
3.1.2.	the provisions of the Agreements,
are legal valid and binding obligations on the parties thereto enforceable in accordance with their respective terms;

3.2.	the authenticity of all documents submitted to us as originals;
3.3.	the completeness and conformity to the originals of all copy letters, resolutions,

3

documents, certificates, permissions, minutes, licences, authorisations and all other copy documents of any kind furnished to us;

3.4. the genuineness of all signatures and seals upon original documents and that the person or persons who executed the Agreements on behalf of the English Subsidiaries (or attested the affixing of the seal) are the person(s) who were authorised to do so by the relevant corporate authorisations;

3.5.	the accuracy and completeness of all information appearing on public records;
3.6.	that the certified copies produced to us of minutes of meetings (or extracts thereof) and/or of resolutions are true copies and correctly record the proceedings at such meetings and/or the subject matter which they purport to record, and that all meetings referred to in such copies were duly convened and held; that the directors of each of the English Subsidiaries, in resolving to give the Guarantees under the Indenture and to execute, deliver and perform the obligations under the Agreements, acted bona fide and in the interests of that English Subsidiary, that all those directors present at any such meetings acted bona fide throughout and fully considered the commercial justification for the entry into the Agreements and the giving of the Guarantees and considered all matters required by statute (including without limitation such matters as are specified in Section 172(1) of the Companies Act 2006) and such directors in good faith reasonably concluded and resolved that such company would receive adequate commercial benefit as a result of entering into the same and that to do so was commercially justified; that all resolutions set out in such copies were duly passed and that no further resolutions have been passed or corporate or other actions taken which would or might revoke or otherwise alter the effectiveness thereof;
3.7.	that each director of each of the English Subsidiaries had at the time of entry into the Agreements and has since then disclosed any interest which he may have in the transactions contemplated by the Agreements in accordance with the provisions of the Companies Act 2006 (including without limitation Sections 177 and 184 of the said Act) and the constitutional documents of each of the English Subsidiaries and that none of the directors of any of the English Subsidiaries had or has any interest in such transactions except to the extent permitted by the articles of association of such English Subsidiary;
3.8.	none of the directors or the secretary of any of the English Subsidiaries is a person who is disqualified from acting as a director or from managing companies pursuant to the provisions of the United Kingdom Companies Acts and the Company Directors Disqualification Act 1986;
3.9.	none of the English Subsidiaries are in arrears with any filings required to be made with Companies House;

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3.10.	that the Agreements have been executed and delivered by each of the parties thereto in the respective forms examined by us;
3.11.	the due authorisation, execution and delivery of the Agreements by each of the parties thereto other than the English Subsidiaries and that the performance thereof was at the time of execution and is currently within the capacity and power of each of the parties thereto other than the English Subsidiaries;
3.12.	the truth, completeness and accuracy of all statements as to factual matters contained in the documents we have examined for the purpose of giving this Opinion;
3.13.	that each of the parties to the Agreements other than the English Subsidiaries are able lawfully to enter into the Agreements;
3.14.	that the Notes will have been duly prepared and completed in accordance with the provisions and arrangements contained or described in the Indenture;
3.15.	that upon entry into the transactions contemplated by the Agreements there had been and that since then there has been no alteration in the status or condition of each of the English Subsidiaries as revealed by a search carried out against each of the English Subsidiaries on 22 June 2011 and an enquiry by telephone in respect of each of the English Subsidiaries at the Central Index of Winding Up Petitions at the London High Court on 22 June 2011 (save for the searches aforesaid, we have not conducted any other searches whatsoever in relation to the English Subsidiaries or otherwise made any further enquiry and accordingly this Opinion is given, on the assumption that such searches, due diligence or enquiries (if made) would not reveal any circumstances which would require amendment of this Opinion);
3.16.	the absence of any other arrangements between any of the parties to the Agreements which modify or supersede any of the terms of the Agreements or this Opinion and the execution and performance of the Agreements by the parties to same will not result in any breach of any agreement, contract, instrument or contract to which they are a party;
3.17.	that all acts, conditions or things required to be fulfilled, performed or effected in connection with the Agreements under the laws of any jurisdiction other than England have been duly fulfilled, performed and effected;

3.18. each of the English Subsidiaries is able to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986 or any analogous legislation in any relevant jurisdiction) at the time of entering into the Agreements and will not in consequence of doing any act or thing which the Agreements contemplate, permit or require such

5

company to do, be unable to pay its debts within the meaning of such Section; no receiver or administrator or other similar officer has been appointed nor have any steps been taken to make any such appointment to any of the English Subsidiaries or in respect of any of their assets and no petition has been made for the winding up of any of the English Subsidiaries; and

3.19. that (i) any offer of Notes in the European Economic Area will only be made in circumstances which do not require the publication of a prospectus pursuant to Regulation 9 of the Prospectus (Directive 2003/71/EC) (implemented in the United Kingdom by the Prospectus Regulations 2005) and (ii) the Notes have been admitted to trading on the regulated market and to the Official List of the Irish Stock Exchange Limited.

Opinion

4. SUBJECT TO AND ON THE BASIS OF THE ASSUMPTIONS SET OUT AT 3 ABOVE WE ARE OF THE OPINION THAT:

4.1.	each of the English Subsidiaries is duly incorporated under English law and validly existing as a company with limited liability in England and has full power and capacity to give the Guarantee as set out in the Indenture, to execute and deliver the Indenture, to execute the Registration Rights Agreement and to undertake and perform the obligations expressed to be assumed by it in the Agreements;
4.2.	based only upon the Certificates of Good Standing and the searches referred to at paragraph 3.15 above, no order has been made or resolution passed for the winding up of, or the appointment of a receiver or administrator to, any of the English Subsidiaries and no notice of the appointment of any receiver or administrator to any of the English Subsidiaries has been filed;
4.3.	the execution of the Agreements have been duly authorised by each of the English Subsidiaries; and
4.4.	each of the Agreements has been duly executed and delivered by each English Subsidiary.

5. LIMITS OF OUR OPINION

This Opinion is given solely for the purposes of the Issuers Registration Statement on Form F-4 to be filed with the United States Securities and Exchange Commission (the Commission) in connection with the Exchange Notes. Furthermore this Opinion is given on the basis that any limitation on the liability of any other adviser to all or any of the persons to whom this Opinion is addressed, whether or

6

Exhibit 5.2

not we are aware of that limitation, will not adversely affect our position in any circumstances. We consent to the filing of this Opinion letter as an exhibit to the Issuers, Registration Statement on Form F-4 and to the use of our name under the heading “Legal Matters” in the prospectus contained therein. In giving such consent we do not hereby concede that we are within the category of person whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Yours faithfully,

/s/ A&L Goodbody Northern Ireland

7

SCHEDULE

Company Name:	Company Number:
Elan Pharma Limited		02730448
Meadway Pharmaceuticals Ltd		03816841
The Liposome Company Limited		02805744

8

EX-5.3

Exhibit 5.3

June 22, 2011

Elan Finance public limited company
Elan Finance Corp.
Elan Corporation, plc
c/o Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2, Ireland

          Re: 8.75% Senior Notes due 2016

Ladies and Gentlemen:

     We have acted as United States and New York counsel to Elan Finance Corp., a Delaware corporation (“Elan Finance Corp.”), and Elan Finance public limited company, an Irish public limited company (“Elan Finance plc” and, together with Elan Finance Corp., the “Co-Issuers”), and to Elan Corporation, plc, an Irish public limited company (“Elan”), and certain of Elan’s subsidiaries listed on Exhibit A hereto (each a “Delaware Guarantor” and collectively the “Delaware Guarantors”) in connection with the Co-Issuers’ Registration Statement, as amended, on Form F-4 (the “Registration Statement”), as filed with the United States Securities and Exchange Commission (the “Commission”), with respect to the Co-Issuers’ offer to exchange (the “Exchange Offer”) up to $200,000,000 of the Co-Issuers’ 8.75% Senior Notes due 2016 (the “Exchange Notes”) for an identical principal amount of Co-Issuers’ outstanding 8.75% Senior Notes due 2016 (the “Outstanding Notes”). Capitalized terms not defined herein have the meanings ascribed to them in the Registration Statement.

     The Exchange Notes are to be issued under an Indenture, dated as of August 17, 2010 (the “Indenture”), among the Co-Issuers, the Delaware Guarantors, the entities listed on Exhibit B attached hereto (the “Other Guarantors” and, together with the Delaware Guarantors, the “Guarantors;” the Guarantors, together with the Co-Issuers, the “Issuers”) and The Bank of New York Mellon, as trustee (the “Trustee”). The Indenture, the Exchange Notes and the Guarantees are collectively referred to as the “Transaction Documents”. The Delaware Guarantors and Elan Finance Corp. are collectively referred to as the “Delaware Issuers”. The Issuers other than the Delaware Issuers are collectively referred to as the “Other Issuers”.

     In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, documents, certificates and instruments as we deemed necessary and appropriate to enable us to render the opinion expressed below.

     In our examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us

as copies, and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

     Based on the foregoing and subject to the qualifications and assumptions set forth herein, it is our opinion that:

     1. Each Delaware Issuer is validly existing as a corporation or limited liability company in good standing under the laws of the State of Delaware, has the power and authority to own, lease and operate its properties as described in the Registration Statement and has the power and authority to execute, deliver and perform its obligations under the Transaction Documents.

     2. The Indenture has been duly authorized, executed and delivered by each Delaware Issuer and, assuming due authorization by the Other Issuers, has been duly executed by the Other Issuers, to the extent that execution is governed by New York law, and has been duly delivered by the Other Issuers, to the extent that delivery is governed by New York law, and (assuming the due authorization, execution and delivery of the Indenture by the Trustee) is a legal, valid and binding agreement of each Issuer, enforceable against each Issuer in accordance with its terms, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and remedies generally and (B) general equitable principles and the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).

     3. The Exchange Notes have been duly authorized by Elan Finance Corp. Assuming the Registration Statement, as finally amended, has become effective under the Securities Act of 1933, as amended (the “Act”), the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “TIA”), the Exchange Notes have been executed, authenticated and delivered in accordance with the terms of the Indenture and the Exchange Offer, the Exchange Offer and the Indenture have been duly authorized by each Other Issuer and the Exchange Notes have been duly authorized by Elan Finance plc, the Exchange Notes will be legal, valid and binding obligations of the Co-Issuers, enforceable against the Co-Issuers in accordance with their terms and entitled to the benefits provided by the Indenture, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and remedies generally and (B) general equitable principles and the discretion of the court before which any proceeding therefore may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).

     4. The Guarantees have been duly authorized by the Delaware Guarantors. Assuming the Registration Statement, as finally amended, has become effective under the Act, the Indenture has been qualified under the TIA and the Exchange Notes have been executed, authenticated and delivered in accordance with the provisions of the Indenture, the Exchange Offer and

the Indenture have been duly authorized by each Other Issuer and the Guarantors have been duly authorized by each other Guarantor, each Guarantee will be a legal, valid and binding obligation of the Guarantors, enforceable against the Guarantors in accordance with their terms and entitled to the benefits provided by the Indenture, except that the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or other laws of general applicability now or hereinafter in effect relating to or affecting creditors’ rights and remedies generally and (B) general equitable principles and the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity).

     We are members of the Bar of the State of New York and do not purport to be experts in, or to express any statement concerning the laws of, any jurisdictions other than the laws of the State of New York, the Delaware General Corporation Law and the federal laws of the United States of America.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement and the prospectus forming a part thereof. Our consent to such reference does not constitute a consent under Section 7 of the Act and in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Cahill Gordon & Reindel llp

Exhibit A — Delaware Guarantors

Athena Neurosciences, Inc.
Elan Drug Delivery, Inc.
Elan Pharmaceuticals, Inc.

Exhibit B — Other Guarantors

Elan Holdings, Inc.
Elan Corporation, plc
Elan Holdings Limited
Elan Management Limited
Elan Pharma International Limited
Elan Science Four Limited
Elan Transdermal Limited
The Institute of Biopharmaceutics Limited
Keavy Finance Limited
Crimagua Limited
Orchardbrook Limited
Elan Pharma Limited
Meadway Pharmaceuticals Ltd.
The Liposome Company Limited
Monksland Holdings B.V.
Elan International Insurance Ltd.
Elan International Services Ltd.
Neuralab Limited

EX-5.4

Exhibit 5.4

June 22, 2011

Elan Finance public limited company
Elan Finance Corp.
Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2
IRELAND

     Re: 8.75% Senior Notes due 2016

Ladies and Gentlemen:

     We have acted as special Massachusetts counsel to Elan Finance Corp., a Delaware corporation, and Elan Finance public limited company, an Irish public limited company (together the “Co-Issuers”), and to Elan Corporation, plc, an Irish public limited company, and Elan Holdings, Inc., a Massachusetts corporation (the “Massachusetts Guarantor”) in connection with the Co-Issuers’ offer to exchange up to $200,000,000 of the Co-Issuers’ 8.75% Senior Notes due 2016, registered under the Securities Act of 1933, as amended (the “Exchange Notes”) for an identical principal amount at maturity of the Co-Issuers’ outstanding 8.75% Senior Notes due 2016 (“the Outstanding Notes”). The Exchange Notes are to be issued pursuant to an Indenture dated as of August 17, 2010 (the “Indenture”) among the Co-Issuers, the Massachusetts Guarantor, the other guarantors party thereto and The Bank of New York Mellon, as Trustee (the “Trustee”) and when issued, will be guaranteed by the Massachusetts Guarantor.

     We have examined, are familiar with, and have relied as to factual matters solely upon originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Indenture, (ii) the Registration Rights Agreement dated as of August 17, 2010 (the “Registration Rights Agreement”) among the Co-Issuers, the Massachusetts Guarantor, the other guarantors party thereto and the Trustee, and (iii) such corporate documents and records of the Co-Issuers and the Massachusetts Guarantor and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities (whoever are or will become signatories thereto) to complete the execution of documents. As to various questions of fact that are material to the opinion hereinafter

June 22, 2011
Page 2

expressed, we have relied upon statements or certificates of public officials, directors or officers of the Co-Issuers and the Massachusetts Guarantor and others.

     Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that:

     1. The Massachusetts Guarantor is a corporation validly existing and in corporate good standing under the laws of the Commonwealth of Massachusetts.

     2. The Massachusetts Guarantor has full corporate power and authority to perform its obligations under the Indenture and the Registration Rights Agreement.

     3. Each of the Indenture and the Registration Rights Agreement has been duly authorized, executed and delivered by the Massachusetts Guarantor.

     This opinion is limited to the laws of the Commonwealth of Massachusetts. This opinion is rendered as of the date hereof, and we have no responsibility to update this opinion for events or circumstances occurring after the date hereof, nor do we have any responsibility to advise you of any change in the laws after the date hereof.

     We hereby consent to the filing of this opinion as an exhibit to the Co-Issuers’ Registration Statement on Form F-4 (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission (the “Commission”) with respect to the Exchange Notes and the Note Guarantees (as that term is defined therein), without admitting we are “experts” within the meaning of Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement.

Very truly yours,

Casner & Edwards, LLP

EX-5.5

Exhibit 5.5

CONYERS DILL & PEARMAN LIMITED

June 22, 2011

To the Companies listed in Schedule I hereto	DIRECT LINE:	441 299 4902
	E-MAIL:	david.doyle@conyersdill.com
	OUR REF:	DJD/aet

Dear Sirs:

We have acted as special legal counsel in Bermuda to the Companies listed in Schedule II hereto (the “Companies”) and render this opinion at your request in connection with an offer by Elan Finance Corp., a Delaware corporation, and Elan Finance public limited company, an Irish public limited company (together the “Co-Issuers”) to exchange up to $200,000,000 of the Co-Issuers’ outstanding 8.75% Senior Notes due 2016 for an identical principal amount of the Co-Issuers’ 8.75% Senior Notes due 2016 (the “Exchange Notes”) registered under the United States Securities Act of 1933, as amended, (the “Securities Act”), pursuant to a Registration Statement (the “Registration Statement”) filed on Form F-4 with the United States Securities and Exchange Commission (the “Commission”).

The Exchange Notes will be issued pursuant to an Indenture (the “Indenture”) dated as of August 17, 2010 among the Co-Issuers, Elan Corporation, plc, (“Elan”) and certain subsidiary guarantors, which include the Companies (the “Guarantors”) and The Bank of New York, as Trustee and The Bank of New York Mellon (Luxembourg) S.A. (as Registrar and Transfer Agent) and, when issued, will be guaranteed by the Guarantors pursuant to the guarantees as prescribed in the Indenture.

For the purposes of giving this opinion, we have examined the following documents:

(i)	an electronic final executed copy of the Indenture; and
(ii)	an electronic final executed copy of the Registration Rights Agreement among the Co-Issuers, Elan, the Guarantors, and Morgan Stanley & Co.

Incorporated, Citigroup Global Markets Inc. and J & E Davy dated August 17, 2010.

The documents listed in items (i) and (ii) above are herein sometimes collectively referred to as the “Documents” (which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

We have also reviewed the memorandum of association and the bye-laws of each of the respective Guarantors, each certified by an officer of each of the respective Guarantors on the date hereof, resolutions of the directors of each of the respective Guarantors adopted on August 6, 2010, each certified by an officer of each of the respective Guarantors (the “Minutes”), and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the capacity, power and authority of each of the parties to the Documents, other than the Guarantors, to enter into and perform their respective obligations under the Documents; (d) the due execution of the Documents by each of the parties thereto, other than the Guarantors, and the delivery thereof by each of the parties thereto; (e) the accuracy and completeness of all factual representations made in the Documents and other documents reviewed by us; (f) that the resolutions contained in the Minutes remain in full force and effect and have not been rescinded or amended; (g) that the Guarantors are entering into the Documents pursuant to their business of group finance and finance companies; (h) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein; (i) the validity and binding effect under the laws of the State of New York (the “Foreign Laws”) of the Documents which are expressed to be governed by such Foreign Laws in accordance with their respective terms; (j) the validity and binding effect under the Foreign Laws of the submission by the Guarantors pursuant to the Indenture to the non-exclusive jurisdiction of any state or federal courts in the City of New York, New York (the “Foreign Courts”); (k) that none of the parties to the

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Documents has carried on or will carry on activities, other than the performance of its obligations under the Documents, which would constitute the carrying on of investment business in or from Bermuda and that none of the parties to the Documents, other than the Guarantors, will perform their obligations under the Documents in or from Bermuda; (l) that on the date of entering into the Documents each of the Guarantors is and after entering into the Documents will be able to pay its liabilities as they become due.

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in respect of any other matter.

On the basis of and subject to the foregoing, we are of the opinion that:

1.	Each of the Guarantors is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda governmental authority, or to pay any Bermuda government fee or tax, which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
2.	Each of the Guarantors has the necessary corporate power and authority to enter into and perform its obligations under the Documents.
3.	Each of the Guarantors has taken all corporate action required to authorise its execution, delivery and performance of the Documents. The Documents have been duly executed and delivered by or on behalf of each of the Guarantors.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form F-4 without admitting that we are experts within the meaning of the Securities Act or the rules or regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.

Yours faithfully

/s/ Conyers Dill & Pearman Limited

Conyers Dill & Pearman Limited

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SCHEDULE I

Elan Finance public limited company
Elan Finance Corp.
Elan Corporation, plc

c/o Elan Corporation, plc
Treasury Building
Lower Grand Canal Street
Dublin 2, Ireland

-and-

To the Companies listed in the Schedule II hereto

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SCHEDULE II

Elan International Insurance Ltd.
Elan International Services Ltd.
Neuralab Limited

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EX-5.6

Exhibit 5.6

2 Copthall Avenue	London, 22 June 2011
London EC2R 7DA
T +44 20 7786 9100
F +44 20 7588 6888

To:	Elan Finance public limited company
	Elan Finance Corp.
	Elan Corporation, plc
	c/o Elan Corporation, plc
	Treasury Building
	Lower Grand Canal Street
	Dublin 2, Ireland

Ladies and Gentlemen:

Re: USD 200,000,000 aggregate principal amount of 8.75% Senior Notes due 2016

This opinion letter is rendered to you at your request in connection with an offer by the Co-Issuers, to exchange any and all Outstanding Notes for the Exchange Notes. We understand that the Exchange Notes will be issued pursuant to the Indenture and, when issued, will be guaranteed by the Guarantors pursuant to the Note Guarantees.

We have acted as legal counsel as to Netherlands law to you, in connection with the Opinion Documents.

Capitalised terms used in this opinion letter have the meanings set forth in Exhibit A. The section headings used in this opinion letter are for convenience of reference only and are not to affect its construction or to be taken into consideration in its interpretation.

This opinion letter is addressed solely to you. It may only be relied upon by you and may be used only in connection with the Opinion Documents. This opinion letter is strictly limited to the matters stated in it and may not be read as extending by implication to any matters not specifically referred to in it. Nothing in this opinion letter should be taken as expressing an opinion in respect of any

Nauta Dutilh UK (“NautaDutilh UK”) is a partnership under Netherlands law of NautaDutilh UK B.V. and NautaDutilh Londen B.V., which have been recorded in the commercial register under number 24375834 and 24264677 respectively. The professionals practising at NautaDutilh UK consist of attorneys, civil law notaries and tax advisers. They are admitted to practise in the Netherlands and do not practise or provide legal advice on English law.

All services and other work are carried out by NautaDutilh UK subject to the general conditions of NautaDutilh N.V. (the “General Conditions”) and — in such General Conditions — NautaDutilh N.V. should be read as NautaDutilh UK. The General Conditions apply mutatis mutandis to our relationship with third parties relying on statements of NautaDutilh UK and include, among other provisions, a limitation of liability clause and have been filed with the Rotterdam Court of First Instance. They can be consulted at www.nautadutilh.com and will be provided free of charge upon request.

65002271 M 5335183 / 15

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representations or warranties, or other information, contained in the Opinion Documents, except as expressly confirmed in this opinion letter. Its contents may not be quoted, otherwise included, summarised or referred to in any publication or document or disclosed to any other party, in whole or in part, for any purpose, without our prior written consent, except to your professional advisers in this transaction. We do, however, hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form F-4 to be filed with the Commission with respect to the Exchange Notes and the Note Guarantees, without admitting that we are “experts” within the meaning of the Securities Act, or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement on Form F-4.

In rendering the opinions expressed in this opinion letter, we have exclusively reviewed and we have relied upon signed execution copies of the Opinion Documents and the Corporate Documents, and we have assumed that the Opinion Documents have been entered into for bona fide commercial reasons. We have with your permission not investigated or verified any factual matter disclosed to us in the course of our review.

We have not been involved in structuring, drafting or negotiating of any of the Opinion Documents.

This opinion letter sets out our opinion on certain matters of the laws with general applicability of the Netherlands, and, insofar as they are directly applicable in the Netherlands, of the European Union, as at today’s date and as presently interpreted under published authoritative case law of the Netherlands courts, the European General Court and the European Court of Justice. Unless otherwise specifically stated herein, we do not express any opinion on Netherlands or European competition law, tax law or regulatory law. No undertaking is assumed on our part to revise, update or amend this opinion letter in connection with or to notify or inform you of, any developments and/or changes of Netherlands law subsequent to today’s date.

The opinions expressed in this opinion letter are to be construed and interpreted in accordance with Netherlands law. This opinion letter may only be relied upon by you, and our willingness to render this opinion letter to you is based, on the condition that you accept (i) that the legal relationship between yourselves and NautaDutilh is governed by Netherlands law and (ii) that any issues of interpretation or liability arising out of or in connection with this opinion letter are submitted to the exclusive jurisdiction of the competent courts at Rotterdam, the Netherlands.

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In this opinion letter, legal concepts are expressed in English terms. The Netherlands legal concepts concerned may not be identical in meaning to the concepts described by the English terms as they exist under the law of other jurisdictions. In the event of a conflict or inconsistency, the relevant expression shall be deemed to refer only to the Netherlands legal concepts described by the English terms.

For the purposes of this opinion letter, we have assumed that:

a.	all documents reviewed by us as originals are complete and authentic and the signatures on these documents are the genuine signatures of the persons purported to have signed them, all documents reviewed by us as drafts of documents or as fax, photo or electronic copies of originals are in conformity with the executed originals and these originals are complete and authentic and the signatures on them are the genuine signatures of the persons purported to have signed them;
b.	no defects attach to the incorporation of the Netherlands Company (aan haar totstandkoming geen gebreken kleven) and the Deed of Incorporation has been executed on the basis of a valid declaration of no objection (verklaring van geen bezwaar) by or on behalf of a civil-law notary (notaris) who had the power and authority to execute that deed, and the Articles of Association comply with Netherlands law (voldoen aan de eisen der wet);
c.	(i) the general meeting of shareholders of the Netherlands Company has not subjected any resolutions of the management board of the Netherlands Company to its approval, and no regulations (reglementen) have been adopted by any corporate body of the Netherlands Company, and (ii) the Articles of Association of the Netherlands Company are its articles of association currently in force. The Extract supports item (ii) of this assumption;
d.	the Netherlands Company has not (i) been dissolved (ontbonden), (ii) ceased to exist pursuant to a merger (fusie) or a division (splitsing), (iii) been converted into a foreign entity, (iv) had its assets placed under administration (onder bewind gesteld), (v) been declared bankrupt (failliet verklaard) or granted a suspension of payments (surséance van betaling verleend) or subjected to emergency regulations (noodregeling) on the basis of Article 3:160 FSA, or (vi) been made subject to any other insolvency proceedings under any applicable law or otherwise be limited in its rights to dispose of its assets. The Extract and our inquiries of today over the telephone with the Bankruptcy Clerk’s Office support the

4

	assumptions (i) up to and including (v). However, this information does not constitute conclusive evidence that the events set out in items (i) through (v) have not occurred;
e.	the resolutions recorded in the Resolution are in full force and effect, and the factual statements made and the confirmations given in the Resolution are complete and correct;
f.	the Netherlands Company has no conflict of interest with any of its managing directors (bestuurders) with respect to the entering into the Opinion Documents;
g.	the Opinion Documents have been signed by Authorised Signatories on behalf of the Netherlands Company;
h.	none of the opinions stated in this opinion letter will be affected by any foreign law; and
i.	the above assumptions are true and accurate at the date hereof, were true and accurate at all relevant times prior to today’s date and will be true and accurate at all relevant times following today’s date.

Based upon and subject to the foregoing and subject to the qualifications set forth in this opinion letter and to any matters, documents or events not disclosed to us, we express the following opinions:

	Corporate Status
1.	The Netherlands Company has been duly incorporated and is validly existing as a besloten vennootschap met beperkte aansprakelijkheid (private company with limited liability).
	Corporate Power
2.	The Netherlands Company has the corporate power and authority to enter into the Opinion Documents and to perform its obligations thereunder. The Netherlands Company has not violated any provision of its Articles of Association by entering into the Opinion Documents or by performing its obligations thereunder.
	Corporate Action
3.	The Netherlands Company has taken all corporate action required by its Articles of Association and Netherlands law to authorise the signing,

5

execution or delivery of the Opinion Documents and the performance of its obligations thereunder.

	Valid Signing
4.	The Opinion Documents have been validly signed, executed and delivered on behalf of the Netherlands Company.

The opinions expressed above are subject to the following qualifications:

A.	As Netherlands lawyers we are not qualified or able to assess the true meaning and purport of the terms of the Opinion Documents under the applicable law and the obligations of the parties to the Opinion Documents and we have made no investigation of that meaning and purport. Our review of the Opinion Documents and of any other documents subject or expressed to be subject to any law other than Netherlands law has therefore been limited to the terms of these documents as they appear to us on their face.
B.	The information contained in the Extract does not constitute conclusive evidence of the facts reflected in it.
C.	Pursuant to Article 2:7 NCC, any transaction entered into by a legal entity may be nullified by the legal entity itself or its trustee in bankruptcy (curator) if the objects of that entity were transgressed by the transaction and the other party to the transaction knew or should have known this without independent investigation (wist of zonder eigen onderzoek moest weten). The Netherlands Supreme Court (Hoge Raad der Nederlanden) has ruled that in determining whether the objects of a legal entity are transgressed, not only the description of the objects in the articles of association (statuten) is decisive, but all (relevant) circumstances must be taken into account, in particular whether the interests of the legal entity were served by the transaction. We cannot assess whether the interests of the Netherlands Company are served by entering into the Opinion Documents, as this is a matter of fact.
D.	Netherlands courts may, despite any generally recognized choice of law clause contained in the Opinion Documents (a) apply overriding mandatory provisions of the Netherlands and other jurisdictions; (b) refuse application of provisions of other jurisdictions which are manifestly incompatible with the public policy (“ordre public”) of the Netherlands or the European Union; and (c) have regard to the law of the country where the performance of the agreement takes place.

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E.

Pursuant to Article 2:207c NCC, a besloten vennootschap met beperkte aansprakelijkheid may not grant loans (leningen verstrekken), provide security (zekerheid stellen), give a price guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third parties (zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen verbinden) with a view to (met het oog op) the subscription or acquisition by third parties of shares in its share capital or depository receipts. This prohibition also applies to its subsidiaries (dochtervennootschappen). Any transaction in violation of the prohibition is void or voidable.

F.

The opinions expressed in this opinion letter may be limited or affected by:

a.	any applicable bankruptcy, insolvency, reorganisation, moratorium or other similar laws or procedures now or hereinafter in effect, relating to or affecting the enforcement or protection of creditors’ rights generally;
b.	the provisions of fraudulent preference and fraudulent conveyance (Actio Pauliana) and similar rights available to liquidators in bankruptcy proceedings or creditors in other jurisdictions;
c.	claims based on tort (onrechtmatige daad); and
d.	sanctions and measures implemented or effective in the Netherlands under the Sanctions Act 1977 (Sanctiewet 1977) or European Union regulations.

Yours faithfully,

/s/ Arjan Pors

NautaDutilh
Arjan J.J. Pors

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EXHIBIT A
LIST OF
DEFINITIONS

“Articles of Association”	the articles of association of the Netherlands Company as they read after the execution of a deed of amendment dated 15 July 2002, which, according to the Extract, was the last amendment to the Netherlands Company’s articles of association
“Authorised Signatories”	any two of W.F. Daniel, W.A.M. Kok, P.H. Bosse or ANT Management (Netherlands) B.V., acting jointly
“Bankruptcy Clerk’s Office”	(i)   the online central insolvency register (Centraal Insolventie Register) held by the Council for the Administration of Justice (Raad voor de Rechtspraak);
	(ii)  the online EU Insolvency Register (Centraal Insolventie Register-EU Registraties) held by the Council for the Administration of Justice (Raad voor de Rechtspraak); and
	(iii)  the Amsterdam court bankruptcy clerk’s office
“Co-Issuers”	Elan Finance Corp., a Delaware corporation, and Elan Finance public limited company, an Irish public limited company
“Commercial Register”	the Amsterdam Chamber of Commerce Commercial Register (handelsregister gehouden door de Kamer van Koophandel en Fabrieken)
“Commission”	the United States Securities and Exchange Commission
“Corporate Documents”	the documents listed in Exhibit B

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“Deed of Incorporation”	the deed of incorporation (akte van oprichting) of the Netherlands Company, dated 19 June 1985
“Enforcement Regulation”	the Council Regulation (EC) No 44/2001 of 22 December 2000 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters
“Exchange Notes”	the exchange notes for an identical principal amount at maturity of the Co-Issuers’ 8.75% Senior Notes due 2016, registered under the Securities Act
“Exhibit”	an exhibit to this opinion letter
“Extract”	an extract from the Commercial Register, dated the date of this opinion letter, with respect to the Netherlands Company
“Guarantors”	Elan Corporation, plc. and the Netherlands Company
“Indenture”	the indenture in relation to 8.75% Senior Notes due 2016, dated 17 August 2010, between, inter alia, Elan Finance Public Limited Company, Elan Finance Corp., the Netherlands Company, and the other guarantors party thereto 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 registrar and paying agent.
“NCC”	the Netherlands Civil Code (Burgerlijk Wetboek)
“NCCP”	the Netherlands Code of Civil Procedure (Wetboek van Burgerlijke Rechtsvordering)
“the Netherlands”	the European territory of the Kingdom of the Netherlands
“Netherlands Company”	Monksland Holdings B.V. registered with the Commercial Register under number 33265127

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“Note Guarantees”	the guarantees by the Guarantors pursuant to the Indenture
“Offering Memorandum”	the offering memorandum relating to 8.75% Senior Notes due 2016, dated 11 August 2010, co-issued by Elan Finance public limited company and Elan Finance Corp. and Elan Corporation, plc., the Netherlands Company and the other guarantors party thereto as guarantors and Morgan Stanley as joint book-running manager and J&E Davy as co-manager
“Opinion Documents”	the Opinion Documents listed in Exhibit C
“Outstanding Notes”	the outstanding notes up to $200,000,000 of the Co-Issuers’ 8.75% Senior Notes due 2016
“Purchase Agreement”	the purchase agreement, dated 11 August 2011, between, inter alia, Elan Finance Public Limited Company, Elan Finance Corp., the Netherlands Company, and the other guarantors party thereto and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J&E Davy
“Registration Rights Agreement”	the registration rights agreement, dated 17 August 2010, between, inter alia, Elan Finance public limited company, Elan Finance Corp., Elan Corporation plc, the Netherlands Company, and the other guarantors party thereto and Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc. and J&E Davy
“Registration Statement on Form F-4”	the registration statement on Form F-4 under the Securities Act, dated 22 June 2011, of, inter alia, Elan Finance public limited company, Elan Finance Corp., Elan Holdings Limited, Elan Management Limited, Elan Pharma International Limited, Elan Transdermal Limited, The Institute of Biopharmaceutics, Limited, Keavy Finance Limited, Crimagua

10

	Limited, Orchardbrook Limited, Elan Science Four Limited, Elan Corporation plc, Meadway Pharmaceuticals ltd, The Liposome Company Limited, Athena Neurosciences, Inc., Elan Drug Delivery, Inc, Elan Holings, Inc, Elan Pharmaceuticals, Inc, Elan International Insurance Ltd., Elan International Services ltd., Neuralab Limited and the Netherlands Company
“Resolution”	the document containing the minutes of a meeting of the Netherlands Company’s managing board (bestuur), dated 11 August 2010
“Securities Act”	the United States Securities Act of 1933, as amended

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EXHIBIT B
LIST OF
CORPORATE DOCUMENTS

1.	a pdf copy of the Deed of Incorporation;
2.	a pdf copy of the Articles of Association;
3.	a pdf copy of the Extract; and
4.	pdf copy of the Resolution.

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EXHIBIT C
LIST OF
OPINION DOCUMENTS

1.	the Registration Rights Agreement;
2.	the Indenture;
3.	the Registration Statement on Form F-4; and
4.	the Purchase Agreement.

EX-12.1

Exhibit 12.1

Elan Corporation, plc
Consolidated Fixed Charges Ratios
October 2016 Debt Registration
(in $mlns)

				Year Ended December 31,												Quarter to March 31,
	2010			2009			2008			2007			2006			2011		2010
Net income (loss) from continuing operations		(324.7	)		(176.2	)		(71.0	)		(405.0	)		(267.3	)		68.2		(6.8	)
Minority interests		—			—			—			—			—			—		—
Loss from equity investees		26.0			—			—			—			—			12.5		4.8
Income tax provision (benefit)		2.1			46.4			(226.3	)		6.9			(9.0	)		4.9		12.0
Pre-tax income (loss) before minority interest and loss from equity investees		(296.6	)		(129.8	)		(297.3	)		(398.1	)		(276.3	)		85.6		10.0
Plus:
Fixed charges		124.6			138.0			146.6			159.2			169.0			30.2		30.6
Amortization of capitalized interest		—			—			—			—			0.1			—		—
Distributed income of equity investees		—			—			—			—			—			—		—
Share of pre-tax losses of equity investees for which charges arising from guarantees are included in fixed charges		—			—			—			—			—			—		—
Less:
Capitalized interest		—			—			—			—			—			—		—
Preference security dividend requirements of consolidated subsidiaries		—			—			—			—			—			—		—
Minority interest in pre-tax income of subsidiaries that have not incurred fixed charges		—			—			—			—			—			—		—
Earnings		(172.0	)		8.2			(150.7	)		(238.9	)		(107.2	)		115.8		40.6
Fixed Charges:
Interest expensed		116.5			130.4			139.8			151.7			159.7			28.2		28.7
Interest capitalized		—			—			—			—			—			—		—
Plus:
Amortized premiums, discounts and capitalized expenses related to indebtedness		5.4			5.5			5.1			4.8			6.9			1.4		1.3
Estimate of interest within rental expense		2.7			2.1			1.7			2.7			2.4			0.6		0.6
Preference security dividend requirements of consolidated subsidiaries		—			—			—			—			—			—		—
Fixed Charges		124.6			138.0			146.6			159.2			169.0			30.2		30.6
Ratio of Earnings to Fixed Charges		—			—			—			—			—			3.83		1.33
Additional pre-tax income before minority interest and income from equity investees necessary to generate a ratio of Earnings to Fixed Charges of 1.0		296.6			129.8			297.3			398.1			276.2			—		—

EX-23.7

Exhibit 23.7

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Elan Corporation, plc:

We consent to the use of our reports dated February 24, 2011, with respect to the consolidated balance sheets of Elan Corporation, plc and subsidiaries, as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity/(deficit) and comprehensive income/(loss), and cash flows for each of the years in the three-year period ended December 31, 2010, and the related financial statement schedule; and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Dublin, Ireland

June 22, 2011

EX-25.1

Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-l

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [_]

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation of organization	13-5160382
if not a U.S. national bank)	(I.R.S. Employer Identification Number)

One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip Code)

ELAN FINANCE PUBLIC LIMITED COMPANY
(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN FINANCE CORP.
(Exact name of obligor as specified in its charter)

Delaware	20-2143397
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN CORPORATION, PLC
(Exact name of obligor as specified in its charter)

Ireland	98-0487435
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN HOLDINGS LIMITED
(Exact name of obligor as specified in its charter)

Ireland 98-0112748

- 2 -

(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN MANAGEMENT LIMITED
(Exact name of obligor as specified in its charter)

Ireland	98-0464854
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN PHARMA INTERNATIONAL LIMITED
(Exact name of obligor as specified in its charter)

Ireland	98-0551187
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN SCIENCE FOUR LIMITED
(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN TRANSDERMAL LIMITED
(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

THE INSTITUTE OF BIOPHARMACEUTICS LIMITED
(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

KEAVY FINANCE LIMITED
(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

CRIMAGUA LIMITED
(Exact name of obligor as specified in its charter)

- 3 -

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ORCHARDBROOK LIMITED
(Exact name of obligor as specified in its charter)

Ireland	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN PHARMA LIMITED
(Exact name of obligor as specified in its charter)

United Kingdom	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

MEADWAY PHARMACEUTICALS
(Exact name of obligor as specified in its charter)

United Kingdom	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

THE LIPSOME COMPANY LIMITED
(Exact name of obligor as specified in its charter)

United Kingdom	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

MONKSLAND HOLDINGS B.V.
(Exact name of obligor as specified in its charter)

The Netherlands	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN INTERNATIONAL INSURANCE LTD.
(Exact name of obligor as specified in its charter)

Bermuda	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN INTERNATIONAL SERVICES LTD.
(Exact name of obligor as specified in its charter)

- 4 -

Bermuda	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

NEURALAB LIMITED
(Exact name of obligor as specified in its charter)

Bermuda	Not Applicable
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ATHENA NEUROSCIENCES, INC.
(Exact name of obligor as specified in its charter)

Delaware	33-0204761
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN DRUG DELIVERY, INC.
(Exact name of obligor as specified in its charter)

Delaware	75-2971178
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN HOLDINGS, INC.
(Exact name of obligor as specified in its charter)

Massachusetts	04-2903487
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

ELAN PHARMACEUTICALS, INC.
(Exact name of obligor as specified in its charter)

Delaware	77-0128552
(State or other jurisdiction of	(I.R.S. Employer Identification Number)
incorporation or organization)

Treasury Building
Lower Grand Canal Street
Dublin 2 Ireland
011-353-1-709-4000
(Address of principal executive offices)

8.75% Senior Notes due 2016
(Title of the indenture securities)

- 5 -

TABLE OF CONTENTS

	Item 1. General Information. Furnish the following information as to the trustee -
	Item 2. Affiliations with the obligor
	Item 16. List of exhibits
SIGNATURE

Item 1. General Information. Furnish the following information as to the trustee -

     (a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1151, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	550 17th Street, N.W. Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

     (b) Whether it is authorized to exercise corporate trust powers.

     Yes

Item 2. Affiliations with the obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

Instructions.

1. The term “affiliate” is defined in Rule 0-2 of the General Rules and Regulations under the Act. Attention is also directed to Rule 7a-26.

2. Include the name of each such affiliate and the names of all intermediary affiliates, if any. Indicate the respective percentage of voting securities or other bases of control giving rise to affiliation.

Item 16. List of exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T 1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T 1 filed with Registration Statement No. 333-154173).

6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 6 -

SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York on the 22 day of June, 2011

The Bank of New York Mellon (Trustee)
By:	/s/ Paul Cattermole
	Name:	Paul Cattermole
	Title:	Vice President

- 7 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2011, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,060,000
Interest-bearing balances		80,377,000
Securities:
Held-to-maturity securities		3,553,000
Available-for-sale securities		58,636,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		38,000
Securities purchased under agreements to resell		954,000
Loans and lease financing receivables:
Loans and leases held for sale		4,000
Loans and leases, net of unearned income		24,852,000
LESS: Allowance for loan and lease losses		449,000
Loans and leases, net of unearned income and allowance		24,403,000
Trading assets		6,394,000
Premises and fixed assets (including capitalized leases)		1,144,000
Other real estate owned		6,000
Investments in unconsolidated subsidiaries and associated companies		982,000
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		6,421,000
Other intangible assets		1,761,000
Other assets		12,516,000
Total assets		200,249,000
LIABILITIES
Deposits:
In domestic offices		70,588,000
Noninterest-bearing		37,184,000
Interest-bearing		33,404,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		87,515,000
Noninterest-bearing		2,620,000
Interest-bearing		84,895,000

- 8 -

	Dollar Amounts In Thousands
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		2,977,000
Securities sold under agreements to repurchase		28,000
Trading liabilities		7,066,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		2,571,000
Not applicable
Not applicable
Subordinated notes and debentures		3,490,000
Other liabilities		9,507,000
Total liabilities		183,742,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		8,631,000
Retained earnings		7,173,000
Accumulated other comprehensive income		-782,000
Other equity capital components		0
Total bank equity capital		16,157,000
Noncontrolling (minority) interests in consolidated subsidiaries		350,000
Total equity capital		16,507,000
Total liabilities and equity capital		200,249,000

I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,

Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Robert P. Kelly
Gerald L. Hassell	Directors
Catherine A. Rein

EX-99.1

Exhibit 99.1

LETTER OF TRANSMITTAL

Elan Finance public limited company and Elan Finance Corp.
Offer to Exchange
up to
$200,000,000 Aggregate Principal Amount of their outstanding
8.75% Senior Notes due 2016 (CUSIP Nos. 284138AL8 and G29543AF5)
Fully and Unconditionally Guaranteed by
Elan Corporation, plc and certain of its subsidiaries
for up to
$200,000,000 Aggregate Principal Amount of their 8.75% Senior Notes due 2016
Fully and Unconditionally Guaranteed by
Elan Corporation, plc and certain of its subsidiaries
and
Registered Under the Securities Act of 1933, as amended.

Pursuant to the Prospectus dated          , 2011

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2011 (“EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon

By Mail, Hand Delivery or Overnight Courier:	By Facsimile Transmissions:
Bank of New York Mellon Corporation Corporate Trust — Reorganization Unit 480 Washington Boulevard — 27th Floor Jersey City, New Jersey 07310 Attention: Mrs. Carolle Montreuil	(Eligible Institutions Only) (212) 298-1915

For Information, Call: (212) 815-5920

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus (as defined below).

This Letter of Transmittal is to be completed either if (a) certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth under “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus and an Agent’s Message (as defined below) is not delivered. Certificates, or book-entry confirmation of a book-entry transfer of receipts representing interests in such

Outstanding Notes (as defined below) into the Exchange Agent’s account at The Depository Trust Company (“DTC”), as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date (as defined in the Prospectus). Tenders by book-entry transfer also may be made by delivering an Agent’s Message in lieu of this Letter of Transmittal by means of DTC’s Automated Tenders Over the Participant Terminal System (“ATOP”), subject to the terms and procedures of that system. The term “book-entry confirmation” means a confirmation of a book-entry transfer of Outstanding Notes into the Exchange Agent’s account at DTC. The term “Agent’s Message” means a message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering Holder (as defined below), which acknowledgment states that such Holder has received and agrees to be bound by this Letter of Transmittal and that Elan Corporation, plc, an Irish public limited company (“Elan”), or either of Elan Finance public limited company, an Irish public limited company (“Elan Finance plc”), or Elan Finance Corp., a Delaware corporation (“Elan Finance Corp.” and, together with Elan Finance plc, the “Issuers”), may enforce this Letter of Transmittal against such Holder. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer in lieu of execution and delivery of a Letter of Transmittal by the Holder(s) identified in the Agent’s Message. Accordingly, eligible Holders who tender their Outstanding Notes through DTC’s ATOP procedures will be bound by, but need not complete, this Letter of Transmittal.

Holders of Outstanding Notes whose certificates (the “Certificates”) for such Outstanding Notes are not immediately available or who cannot deliver their Certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

ALL TENDERING HOLDERS COMPLETE THIS BOX:

DESCRIPTION OF OUTSTANDING NOTES
If blank, please print name and address	Outstanding Notes
of registered Holder(s)	(Attach additional list if necessary)
			Principal Amount
		Aggregate	of Outstanding
		Principal Amount	Notes
	Certificate	of Outstanding	Tendered (if less
	Number(s)*	Notes	than all)**
	Total:
*  Need not be completed by book-entry Holders.
** Outstanding Notes may be tendered in whole or in part in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. All Outstanding Notes held shall be deemed tendered unless a lesser number is specified in this column. See Instruction 4.

2

(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)

o    CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

Name of Tendering Institution 

DTC Account Number 

Transaction Code Number 

o    CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTION 1):

Name(s) of Registered Holder(s) 

Window Ticket Number (if any) 

Date of Execution of Notice of Guaranteed Delivery 

Name of Institution which Guaranteed Delivery 

If Guaranteed Delivery is to be made by Book-Entry Transfer:

Name of Tendering Institution 

DTC Account Number 

Transaction Code Number 

o    CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OUTSTANDING NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.

o    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name: 

Address: 

3

Ladies and Gentlemen:

The undersigned hereby tenders to Elan Finance public limited company, an Irish public limited company (“Elan Finance plc”), and Elan Finance Corp., a Delaware corporation (“Elan Finance Corp.” and, together with Elan Finance plc, the “Issuers”), the above described principal amount of the Issuers’ 8.75% Senior Notes due 2016 (the “Outstanding Notes”) in exchange for an equivalent amount of the Issuers’ 8.75% Senior Notes due 2016 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Prospectus dated          , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed by Elan Corporation, plc (“Elan”) and certain of its subsidiaries.

Subject to and effective upon the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby irrevocably sells, assigns and transfers to or upon the order of the Issuers all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as agent of the Issuers in connection with the Exchange Offer) with respect to the tendered Outstanding Notes, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) subject only to the right of withdrawal described in the Prospectus, to (i) deliver Certificates for Outstanding Notes to the Issuers together with all accompanying evidences of transfer and authenticity to, or upon the order of, the Issuers, upon receipt by the Exchange Agent, as the undersigned’s agent, of the Exchange Notes to be issued in exchange for such Outstanding Notes, (ii) present Certificates for such Outstanding Notes for transfer, and to transfer the Outstanding Notes on the books of the Issuers, and (iii) receive for the account of the Issuers all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding Notes, all in accordance with the terms and conditions of the Exchange Offer.

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Outstanding Notes tendered hereby and that, when the same are accepted for exchange, the Issuers will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances, and that the Outstanding Notes tendered hereby are not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers or the Exchange Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Outstanding Notes tendered hereby, and the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all of the terms of the Exchange Offer.

The name(s) and address(es) of the registered Holder(s) of the Outstanding Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Certificates representing such Outstanding Notes. The Certificate number(s) and the Outstanding Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above.

If any tendered Outstanding Notes are not exchanged pursuant to the Exchange Offer for any reason, or if Certificates are submitted for more Outstanding Notes than are tendered or accepted for exchange, Certificates for such nonexchanged or nontendered Outstanding Notes will be returned (or, in the case of Outstanding Notes tendered by book-entry transfer, such Outstanding Notes will be credited to an account maintained at DTC), without expense to the tendering Holder, promptly following the expiration or termination of the Exchange Offer.

The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus and in the instructions attached hereto will, upon the Issuers’ acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under certain circumstances set forth in the Prospectus, the Issuers may not be required to accept for exchange any of the Outstanding Notes tendered hereby.

Unless otherwise indicated herein in the box entitled “Special Issuance Instructions” below, the undersigned hereby directs that the Exchange Notes be issued in the name(s) of the undersigned or, in the case of a book-entry transfer of

4

Outstanding Notes, that such Exchange Notes be credited to the account indicated above maintained at DTC. If applicable, substitute Certificates representing Outstanding Notes not exchanged or not accepted for exchange will be issued to the undersigned or, in the case of a book-entry transfer of Outstanding Notes, will be credited to the account indicated above maintained at DTC. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please deliver Exchange Notes to the undersigned at the address shown below the undersigned’s signature.

The undersigned hereby also acknowledges that this Exchange Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the “SEC” or the “Commission”), as set forth in no-action letters issued to third parties with respect to similar transactions, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) any such holder that is an “Affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act or (ii) any broker-dealer that purchased Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act (“Rule 144A”) or any other available exemption) without compliance with the registration and prospectus delivery provisions of the Securities Act. The undersigned hereby further represents to the Issuers that (i) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the undersigned, (ii) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to such Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is participating or intends to participate in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of the Exchange Notes, (iii) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer acknowledge and agree that any broker-dealer or any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the Exchange Notes acquired by such person, (y) cannot rely on the position of the staff of the Commission set forth in the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) and the Morgan Stanley and Co., Inc. no-action letter (available June 5, 1991), as interpreted in the Commission’s no-action letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters and (z) in the European Economic Area, will not make an offer or sale which will require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive, (iv) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iv) above should be covered by an effective registration statement, (vi) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer is an “Affiliate” of the Issuers, as defined in Rule 405 under the Securities Act, or if it is such an “Affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (v) if the undersigned is a broker-dealer, it did not purchase the Outstanding Notes to be exchanged for Exchange Notes from the Issuers or any of its affiliates, and it will acquire the Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, (vi) neither the undersigned nor any person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer is prohibited by any law or policy from participating in the Exchange Offer, (vii) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer acknowledges and agrees that, if it is located in a member state of the European Economic Area which has implemented Directive 2003/71/EC (the “Prospectus Directive”), it is either (viii) a legal entity authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or (y) a legal entity which has two or more of: (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000; and (c) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts and that, in each case, it will not make any offer which will require the Issuers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, (ix) the undersigned and each person receiving any Exchange Notes directly or indirectly from the undersigned pursuant to the Exchange Offer acknowledges and agrees that it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) of the Order, or to whom this Letter of Transmittal or the accompanying Prospectus may lawfully be communicated in accordance with the Order and (x) the undersigned is not acting on behalf of any person who could not truthfully and completely make the representations contained in the forgoing subclauses (i) through (ix). If the undersigned is a broker-

5

dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The Issuers have agreed that, subject to the provisions of the Registration Rights Agreement, the Prospectus, as it may be amended or supplemented from time to time, may be used by a Participating Broker-Dealer (as defined below) in connection with resales of Exchange Notes received in exchange for Outstanding Notes, where such Outstanding Notes were acquired by such Participating Broker-Dealer for its own account as a result of market-making activities or other trading activities, for a period ending 180 days after the date of acceptance of Outstanding Notes for exchange (subject to extension under certain limited circumstances described in the Prospectus) or, if earlier, when all such Exchange Notes have been disposed of by such Participating Broker-Dealer. In that regard, each broker-dealer who acquired Outstanding Notes for its own account as a result of market-making or other trading activities (a “Participating Broker-Dealer”), by tendering such Outstanding Notes and executing this Letter of Transmittal or effecting delivery of an Agent’s Message through ATOP in lieu thereof, agrees that, upon receipt of notice from the Issuers of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading or of the occurrence of certain other events specified in the Registration Rights Agreement, such Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Issuers have amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the Participating Broker-Dealer or the Issuers have given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Issuers give such notice to suspend the sale of the Exchange Notes, it shall extend the 180-day period referred to above during which Participating Broker-Dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when Participating Broker-Dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Issuers has given notice that the sale of Exchange Notes may be resumed, as the case may be.

As a result, a Participating Broker-Dealer who intends to use the Prospectus in connection with resales of Exchange Notes received in exchange for Outstanding Notes pursuant to the Exchange Offer must notify the Issuers, or cause the Issuers to be notified, on or prior to the Expiration Date, that it is a Participating Broker-Dealer. Such notice may be given in the space provided above or may be delivered to the Exchange Agent at the address set forth in the Prospectus under “The Exchange Offer — Exchange Agent.”

The undersigned will, upon request, execute and deliver any additional documents deemed by the Issuers to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable.

The undersigned, by completing the boxes under the title “Description of Outstanding Notes” above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such boxes.

6

IMPORTANT

HOLDERS: SIGN HERE

(Please Complete Internal Revenue Service Form W-9 herein or An Applicable Internal Revenue Service Form W-8)

Signature(s) of Holders(s)

Date:                              

(Must be signed by the registered holder(s) exactly as name(s) appear(s) on Certificate(s) for the Outstanding Notes hereby tendered or on a security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by trustee, executor, administrator, guardian, attorney-in-fact, officer of corporation or other person acting in a fiduciary or representative capacity, please provide the following information and see Instruction 2 below.)

Name(s):  

(Please Print)

Capacity (full title):  

Address:  

(Include Zip Code)

Area Code and Telephone No.:  

(See Internal Revenue Service Form W-9 herein or An Applicable Internal Revenue Service Form W-8)

GUARANTEE OF SIGNATURE(S)
(See Instruction 2 below)

Authorized Signature:  

Name:  

(Please Type or Print)

Title:  

Name of Firm:  

Address:  

(Include Zip Code)

Area Code and Telephone No.:  

Date:  

7

SPECIAL ISSUANCE INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED — SEE INSTRUCTION 2)

  TO BE COMPLETED ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered Holder of the Outstanding Notes whose name(s) appear(s) above.

o Outstanding Notes not tendered to:

o Exchange Notes to:

Name 

(Please Print)

Address 

(Include Zip Code)

(Tax Identification or

Social Security Number)

SPECIAL DELIVERY INSTRUCTIONS
(SIGNATURE GUARANTEE REQUIRED — SEE INSTRUCTION 2)

  TO BE COMPLETED ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered Holder of the Outstanding Notes whose name(s) appear(s) above, or such registered Holder at an address other than that shown above.

o Outstanding Notes not tendered to:

o Exchange Notes to:

Name 

(Please Print)

Address 

(Include Zip Code)

8

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer

1. Delivery of Letter of Transmittal and Certificates: Guaranteed Delivery Procedures.  This Letter of Transmittal is to be completed either if (a) Certificates are to be forwarded herewith or (b) tenders are to be made pursuant to the procedures for tender by book-entry transfer set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus and an Agent’s Message is not delivered. Certificates, or timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at DTC, as well as this Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein on or prior to the Expiration Date. Tenders by book-entry transfer may also be made by delivering an Agent’s Message through ATOP in lieu thereof. For Holders whose Outstanding Notes are being delivered by book-entry transfer, delivery of an Agent’s Message through DTC’s ATOP procedures will satisfy the terms of the Exchange Offer in lieu of a Letter of Transmittal by the Holder(s) identified in the Agent’s Message. Outstanding Notes may be tendered in whole or in part in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

Holders who wish to tender their Outstanding Notes and (i) whose Outstanding Notes are not immediately available or (ii) who cannot deliver their Outstanding Notes, this Letter of Transmittal and all other required documents to the Exchange Agent on or prior to the Expiration Date or (iii) who cannot complete the procedures for delivery by book-entry transfer on a timely basis, may tender their Outstanding Notes by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus. Pursuant to such procedures: (i) such tender must be made by or through an Eligible Institution (as defined below); (ii) a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Issuers, must be received by the Exchange Agent on or prior to the Expiration Date; and (iii) the Certificates (or a book-entry confirmation) representing all tendered Outstanding Notes, in proper form for transfer, together with a Letter of Transmittal (or facsimile thereof), properly completed and duly executed, with any required signature guarantees and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery, all as provided in “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus.

Eligible Holders who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal; thus a Letter of Transmittal need not accompany tenders effected through ATOP.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. For Outstanding Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as “An eligible guarantor institution,” including (as such terms are defined therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

The method of delivery of Certificates, this Letter of Transmittal and all other required documents is at the option and sole risk of the tendering Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, then registered mail with return receipt requested, properly insured, or overnight delivery service is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

The Issuers will not accept any alternative, conditional or contingent tenders. Each tendering Holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender.

2. Guarantee of Signatures.  No signature guarantee on this Letter of Transmittal is required if:

i. this Letter of Transmittal is signed by the registered Holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on a security position listing as the owner of the Outstanding Notes (the “Holder”))

9

of Outstanding Notes tendered herewith, unless such Holder(s) has completed either the box entitled “Special Issuance Instructions” or the box entitled “Special Delivery Instructions” above, or

ii. such Outstanding Notes are tendered for the account of a firm that is an Eligible Institution.

In all other cases, an Eligible Institution must guarantee the signature(s) on this Letter of Transmittal. See Instruction 5.

3. Inadequate Space.   If the space provided in the box captioned “Description of Outstanding Notes” is inadequate, the Certificate number(s) and/or the principal amount of Outstanding Notes and any other required information should be listed on a separate signed schedule which is attached to this Letter of Transmittal.

4. Partial Tenders and Withdrawal Rights.   Tenders of Outstanding Notes will be accepted only in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. If less than all the Outstanding Notes evidenced by any Certificate submitted is to be tendered, fill in the principal amount of Outstanding Notes which is to be tendered in the box entitled “Principal Amount of Outstanding Notes Tendered.” In such case, new Certificate(s) for the remainder of the Outstanding Notes that was evidenced by your old Certificate(s) will only be sent to the Holder of the Outstanding Notes, promptly after the Expiration Date. All Outstanding Notes represented by Certificates delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

Except as otherwise provided herein, tenders of Outstanding Notes may be withdrawn at any time on or prior to the Expiration Date. In order for a withdrawal to be effective on or prior to that time, a written or facsimile transmission of such notice of withdrawal must be timely received by the Exchange Agent at one of its addresses set forth above or in the Prospectus on or prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person who tendered the Outstanding Notes to be withdrawn, the aggregate principal amount of Outstanding Notes to be withdrawn, and (if Certificates for Outstanding Notes have been tendered) the name of the registered Holder of the Outstanding Notes as set forth on the Certificate for the Outstanding Notes, if different from that of the person who tendered such Outstanding Notes. If Certificates for the Outstanding Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the physical release of such Certificates for the Outstanding Notes, the tendering Holder must submit the serial numbers shown on the particular Certificates for the Outstanding Notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of Outstanding Notes tendered for the account of an Eligible Institution. If Outstanding Notes have been tendered pursuant to the procedures for book-entry transfer through ATOP set forth in the Prospectus under “The Exchange Offer — Procedures for Tendering Outstanding Notes,” the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawal of Outstanding Notes, in which case a notice of withdrawal will be effective if delivered to DTC. No notice of withdrawal is required to be delivered to the Exchange Agent by Holders who comply with the procedures for the Notes through ATOP. Withdrawals of tenders of Outstanding Notes may not be rescinded. Outstanding Notes properly withdrawn will not be deemed validly tendered for purposes of the Exchange Offer, but may be retendered at any subsequent time on or prior to the Expiration Date by following any of the procedures described in the Prospectus under “The Exchange Offer — Procedures for Tendering Outstanding Notes.”

All questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices will be determined by the Issuers, in their sole discretion, whose determination shall be final and binding on all parties. The Issuers, any affiliates or assigns of the Issuers, the Exchange Agent or any other person shall not be under any duty to give any notification of any irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Any Outstanding Notes which has been tendered but which is withdrawn will be returned to the Holder thereof without cost to such Holder promptly after withdrawal.

5. Signatures on this Letter of Transmittal, Assignments and Endorsements.  If this Letter of Transmittal is signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the signature(s) must correspond exactly with the name(s) as written on the face of the Certificate(s) without alteration, enlargement or any change whatsoever.

If any Outstanding Notes tendered hereby is owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If any tendered Outstanding Notes are registered in different name(s) on several Certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal (or facsimiles thereof) as there are different registrations of Certificates.

10

If this Letter of Transmittal or any Certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by the Issuers, must submit proper evidence satisfactory to the Issuers, in their sole discretion, of each such person’s authority to so act.

When this Letter of Transmittal is signed by the registered owner(s) of the Outstanding Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or separate bond power(s) is required unless Exchange Notes are to be issued in the name of a person other than the registered Holder(s). Signature(s) on such Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by a person other than the registered owner(s) of the Outstanding Notes listed, the Certificates must be endorsed or accompanied by appropriate bond powers, signed exactly as the name or names of the registered owner(s) appear(s) on the Certificates, and also must be accompanied by such opinions of counsel, certifications and other information as the Issuers or the Trustee for the Outstanding Notes may require in accordance with the restrictions on transfer applicable to the Outstanding Notes. Signatures on such Certificates or bond powers must be guaranteed by an Eligible Institution.

6. Special Issuance and Delivery Instructions.   If Exchange Notes are to be issued in the name of a person other than the signer of this Letter of Transmittal, or if Exchange Notes are to be sent to someone other than the signer of this Letter of Transmittal or to an address other than that shown above, the appropriate boxes on this Letter of Transmittal should be completed. Certificates for Outstanding Notes not exchanged will be returned by mail or, if tendered by book-entry transfer, by crediting the account indicated above maintained at DTC. See Instruction 4.

7. Irregularities.  The Issuers will determine, in their sole discretion, all questions as to the form of documents, validity, eligibility (including time of receipt) and acceptance for exchange of any tender of Outstanding Notes, which determination shall be final and binding on all parties. The Issuers reserve the absolute right to reject any and all tenders determined by them not to be in proper form or the acceptance of which, or exchange for which, may, in the view of counsel to the Issuers be unlawful. The Issuers also reserve the absolute right, subject to applicable law, to waive any of the conditions of the Exchange Offer set forth in the Prospectus under “The Exchange Offer — Conditions to the Exchange Offer” or any conditions or irregularities in any tender of Outstanding Notes of any particular Holder whether or not similar conditions or irregularities are waived in the case of other Holders. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) will be final and binding. No tender of Outstanding Notes will be deemed to have been validly made until all irregularities with respect to such tender have been cured or waived. The Issuers, any of the respective affiliates or assigns of the Issuers, the Exchange Agent, or any other person shall not be under any duty to give notification of any irregularities in tenders or incur any liability for failure to give such notification.

8. Questions, Requests for Assistance and Additional Copies.  Questions and requests for assistance may be directed to the Exchange Agent at its address and telephone number set forth on the front of this Letter of Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the Letter of Transmittal may be obtained from the Exchange Agent or from your broker, dealer, commercial bank, trust company or other nominee.

9. Backup Withholding; Internal Revenue Service Form W-9 or Form W-8.   Under the U.S. federal income tax law, a Holder that is a U.S. person for U.S. federal income tax purposes (the “U.S. Holder”) whose tendered Outstanding Notes are accepted for exchange is required to provide the Exchange Agent with such Holder’s correct taxpayer identification number (“TIN”) on enclosed Internal Revenue Service (“IRS”) Form W-9 below or an adequate basis for exemption from backup withholding. If the Exchange Agent is not provided with the correct TIN, payments to such Holders or other payees with respect to Outstanding Notes exchanged pursuant to the Exchange Offer may be subject to backup withholding at a rate of 28%. In addition, the IRS may subject the Holder or other payee to a $50 penalty.

If the tendering U.S. Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future such holder should write “applied for” in the space for the TIN, and sign and date the form. Such Holder should provide the Exchange Agent with its TIN as soon as it is received because the Exchange Agent will withhold 28% of all payments made if a properly certified TIN is not provided to the Exchange Agent by the time of the payments.

If a Holder is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number), it must provide the TIN of the registered

11

owner of the Outstanding Notes or of the last transferee appearing on the transfers attached to, or endorsed on, the Outstanding Notes. If the Outstanding Notes are registered in more than one name or is not in the name of the actual owner, consult the enclosed IRS Form W-9 and instructions for additional guidance on which number to report.

Certain Holders (including, among others, corporations, financial institutions and certain foreign persons) may not be subject to the backup withholding and reporting requirements. Such Holders should nevertheless complete the attached IRS Form W-9 below, write “exempt” on the face thereof, and provide adequate basis for exemption, to avoid possible erroneous backup withholding. Please consult the enclosed Form W-9 and instructions for additional guidance on which Holders are exempt from backup withholding. A Holder that is a foreign person for U.S. federal income tax purposes may qualify as an exempt recipient by substituting a properly completed applicable IRS Form W-8 (which may be obtained at www.irs.gov), signed under penalties of perjury, attesting to that Holder’s foreign status.

Backup withholding is not an additional U.S. federal income tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that all of the required information is timely submitted to the IRS.

10. Waiver of Conditions.  The Issuers reserve the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

11. No Conditional Tenders.  No alternative, conditional or contingent tenders will be accepted. All tendering Holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of Outstanding Notes for exchange.

Neither the Issuers, the Exchange Agent nor any other person are obligated to give notice of any defect or irregularity with respect to any tender of Outstanding Notes nor shall any of them incur any liability for failure to give any such notice.

12. Lost, Destroyed or Stolen Certificates.  If any Certificate(s) representing Outstanding Notes have been lost, destroyed or stolen, the Holder should promptly notify the Exchange Agent.

The Holder will then be instructed as to the steps that must be taken in order to replace the Certificate(s). This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, destroyed or stolen Certificate(s) have been followed.

13. Security Transfer Taxes.  Holders who tender their Outstanding Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered Holder of the Outstanding Notes tendered, or if a transfer tax is imposed for any reason other than the exchange of Outstanding Notes in connection with the Exchange Offer, then the amount of any such transfer tax (whether imposed on the registered Holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

12

Print or type
See Specific Instructions on page 2.

Form W-9
(Rev. January 2011)
Department of the Treasury
Internal Revenue Service Request for Taxpayer
Identification Number and Certification Give form to the
requester. Do not
send to the IRS.

Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for federal tax classification (required):  o  Individual/Sole  proprietor      o  C Corporation      o  S Corporation     o  Partnership     o  Trust/estate   o  Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P= partnership) ►    o  Other (see Instructions)	o  Exempt payee

Address (number, street, and apt. or suite no.)	Requester’s name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)

 Part I     Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number 


             –            – 



Employer identification number 

        –

 Part II     Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
3.	I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign	Signature of
Here	U.S. person ►	Date ►

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

  requesting it (the requester) and, when applicable, to:

  you are waiting for a number to be issued),

  2. Certify that you are not subject to backup withholding, or

  3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester give you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

•  An individual who is a U.S. citizen or U.S. resident alien,

•  A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States,

•  An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

  The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

•  The U.S. owner of a disregarded entity and not the entity,

Cat. No. 10231X

Form W-9 (Rev. 1-2011)    

Form W-9 (Rev. 11-2011) Page 7

•  The U.S. grantor or other owner of a grantor trust and not the trust, and

•  The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

  If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

  1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

  2. The treaty article addressing the income.

  3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

  4. The type and amount of income that qualifies for the exemption from tax.

  5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

  Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

  If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

  You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

  1. You do not furnish your TIN to the requester,

  2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

  3. The IRS tells the requester that you furnished an incorrect TIN,

  4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

  5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

  Certain payees and payments are exempt from backup withholding. See the instructions below and the separate instructions for the Requester of Form W-9.

  Also see Special rules regarding partnerships on page 1.

Updating Your Information

  You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

  If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity’s name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner’s name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner’s name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its

Form W-9 (Rev. 11-2011) Page 8

owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt Payee

If you are exempt from backup withholding, enter you name as described above and check the appropriate box for your status, then check the “Exempt Payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

  Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

  The following payees are exempt from backup withholding:

  1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

  2. The United States or any of its agencies or instrumentalities,

  3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

  4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

  5. An international organization or any of its agencies or instrumentalities.

  Other payees that may be exempt from backup withholding include:

  6. A corporation,

  7. A foreign central bank of issue,

  8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

  9. A futures commission merchant registered with the Commodity Futures Trading Commission,

  10. A real estate investment trust,

  11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

  12. A common trust fund operated by a bank under section 584(a),

  13. A financial institution,

  14. A middleman known in the investment community as a nominee or custodian, or

  15. A trust exempt from tax under section 664 or described in section 4947.

  The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 though 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 5 and 7 through 13. Also, C corporations.
Barter exchange transactions and patronage dividends	Exempt payees 1 though 5
Payments over $600 required to be reported and direct sales over $5,000(1)	Generally, exempt payees 1 though 7(2)

(1)	See Form 1099-MISC, Miscellaneous Income, and its instructions.
(2)	However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

  If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

  If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note.  See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN.  If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

  If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note.  Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4, and 5 on page 4 indicate otherwise.

  For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in Items 1 through 3, below, and items 4 and 5 on page 4.

  1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

  2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup

Form W-9 (Rev. 11-2011) Page 9

withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

  3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

  4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

  5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A)	The grantor(*)
For this type of account:		Give name and EIN of:
7.	Disregarded entity, not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity(4)
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt or organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the “Business Name/disregarded entity” name line. You may use either your SSN or EIN (if you have one); but the IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of trust.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or disregarded entity owned by an individual	The owner(3)
6.	Grantor trust filing under Optional Form 1099 Filing. The grantor	The grantor(4)

Form W-9 (Rev. 11-2011) Page 10

For this type of account:		Give name and EIN of:
7.	Disregarded entity, not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity(4)
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt or organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the “Business Name/disregarded entity” name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.
(4)	List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules regarding partnerships on page 1.

* Note. Grantor also must provide a Form W-9 to trustee of bust.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include providing it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

EX-99.2

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

Elan Finance public limited company and Elan Finance Corp.

Offer to Exchange

up to

$200,000,000 Aggregate Principal Amount of their outstanding

8.75% Senior Notes due 2016 (CUSIP Nos. 284138AL8 and G29543AF5)

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

for up to

$200,000,000 Aggregate Principal Amount of their 8.75% Senior Notes due 2016

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

and

Registered Under the Securities Act of 1933, as amended.

Pursuant to the Prospectus dated          , 2011

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON          , 2011 (“EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates for Elan Finance public limited company’s and Elan Finance Corp.’s 8.75% Senior Notes due 2016 (the “Outstanding Notes”) are not immediately available, (ii) Outstanding Notes, the Letter of Transmittal and all other required documents cannot be delivered to The Bank of New York Mellon (the “Exchange Agent”) on or prior to the Expiration Date or (iii) the procedures for delivery by book-entry transfer through the DTC Automated Tender Offer Program (“ATOP”) cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent. See “The Exchange Offer — Procedures for Tendering Outstanding Notes” in the Prospectus. In addition, in order to utilize the guaranteed delivery procedure to tender Outstanding Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of Transmittal relating to the Outstanding Notes (or facsimile thereof) must also be received by the Exchange Agent on or prior to the Expiration Date. Capitalized terms not defined herein have the meanings assigned to them in the Letter of Transmittal.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Mellon

By Mail, Hand Delivery or Overnight Courier:

Bank of New York Mellon Corporation
Corporate Trust — Reorganization Unit
480 Washington Boulevard — 27th Floor
Jersey City, New Jersey 07310
Attention: Mrs. Carolle Montreuil By Facsimile Transmissions:

(Eligible Institutions Only)
(212) 298-1915

For Information, Call: (212) 815-5920

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.

Ladies and Gentlemen:

The undersigned hereby tenders to Elan Finance public limited company, an Irish public limited company (“Elan Finance plc”), and Elan Finance Corp., a Delaware Corporation (“Elan Finance Corp.” and, together with Elan Finance plc, the “Issuers”), upon the terms and subject to the conditions set forth in the Prospectus dated          , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of Outstanding Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Outstanding Notes.”

OUTSTANDING NOTES

Aggregate Principal Amount: $ ­ ­	Name(s) of Registered Holder(s): ­ ­
Amount Tendered: $ ­ ­*

Certificate No(s) (if available): 

$ 

(Total Principal Amount Represented by Outstanding Notes Certificate(s))

If Outstanding Notes will be tendered by book-entry transfer, provide the following information:

DTC Account Number: 

Date: 

* Must be in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof.

2

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

PLEASE SIGN HERE

X
X
Signature(s) of Owner(s) or Authorized Signatory	Date

Area Code and Telephone Number: 

Must be signed by the holder(s) of the Outstanding Notes as their name(s) appear(s) on certificates for Outstanding Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below and, unless waived by the Issuers, provide proper evidence satisfactory to the Issuers of such person’s authority to so act.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

3

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor instruction,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, government securities broker or government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either the Outstanding Notes tendered hereby in proper form for transfer, or confirmation of the book-entry transfer of such Outstanding Notes to the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

The undersigned acknowledges that it must deliver the Letter(s) of Transmittal (or facsimile thereof) and the Outstanding Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned.

Name of Firm	Authorized Signature
Address	Title
	(Please Type or Print)
Zip Code
Area Code and Telephone Number: ­ ­	Date: ­ ­

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM. CERTIFICATES FOR OUTSTANDING NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

4

EX-99.3

Exhibit 99.3

Elan Finance public limited company and Elan Finance Corp.

Offer to Exchange

up to

$200,000,000 Aggregate Principal Amount of their outstanding

8.75% Senior Notes due 2016 (CUSIP Nos. 284138AL8 and G29543AF5)

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

for up to

$200,000,000 Aggregate Principal Amount of their 8.75% Senior Notes due 2016

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

and

Registered Under the Securities Act of 1933, as amended.

Pursuant to the Prospectus dated          , 2011

          , 2011

To Our Clients:

Elan Finance public limited company, an Irish public limited company (“Elan Finance plc”), and Elan Finance Corp., a Delaware corporation (“Elan Finance Corp.” and, together with Elan Finance plc, the “Issuers”), are offering to exchange up to all of their outstanding 8.75% Senior Notes due 2016 (the “Outstanding Notes”) for an equivalent amount of the Issuers’ 8.75% Senior Notes due 2016 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Prospectus dated , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”) and in the related Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”).

Capitalized terms used but not defined herein shall have the same meaning given them in the Letter of Transmittal.

The enclosed Prospectus is being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to tender Outstanding Notes held by us for your account. A tender of such Outstanding Notes may be made only by us as the registered holder and only pursuant to your instructions.

Accordingly, we request instructions as to whether you wish us to tender and deliver the restricted notes held by us for your account. If you wish to have us do so, please so instruct us by completing, executing and returning to us the instruction form that appears below.

INSTRUCTIONS

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer with respect to the Outstanding Notes.

This will instruct you to tender the specified principal amount of the Outstanding Notes indicated below held by you for the account of the undersigned pursuant to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

OUTSTANDING NOTES

The aggregate principal amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount): $          .

The undersigned hereby instructs you (check appropriate box):

o  TO TENDER Outstanding Notes held by you for the account of the undersigned in the aggregate principal amount (fill in amount, if any): $          .

o  NOT TO TENDER any Outstanding Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized:

to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations, warranties and acknowledgments contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) the undersigned hereby acknowledges that this Exchange Offer is being made in reliance on an interpretation by the staff of the Securities and Exchange Commission (the “SEC” or the “Commission”), as set forth in no-action letters issued to third parties with respect to similar transactions, that the Exchange Notes issued in exchange for the Outstanding Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than (i) any such holder that is an “Affiliate” of the Issuers within the meaning of Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) any broker-dealer that purchased Notes from the Issuers to resell pursuant to Rule 144A under the Securities Act (“Rule 144A”) or any other available exemption) without compliance with the registration and prospectus delivery provisions of the Securities Act, (ii) the Exchange Notes to be acquired pursuant to the Exchange Offer will be acquired in the ordinary course of business of the person acquiring the Exchange Notes, whether or not such person is the Holder, (iii) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer (if not a broker-dealer referred to in the last sentence of this paragraph) is participating or intends to participate in the distribution of the Exchange Notes and none of them have any arrangement or understanding with any person to participate in the distribution of such Exchange Notes, (iv) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer acknowledge and agree that any broker-dealer or any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes (x) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction of the Exchange Notes acquired by such person, (y) cannot rely on the position of the staff of the Securities and Exchange Commission (the “Commission”) set forth in the Exxon Capital Holdings Corporation no-action letter (available May 13, 1988) and the Morgan Stanley and Co., Inc. no-action letter (available June 5, 1991), as interpreted in the Commission’s no-action letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters and (z) in the European Economic Area, will not make an offer or sale which will require the Issuers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, (v) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer understand that a secondary resale transaction described in clause (iv) above should be covered by an effective registration statement, (vi) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer is an “Affiliate” of the Issuers, as defined in Rule 405 under the Securities Act, or if it is such an “Affiliate,” it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (vii) if the Holder is a broker-dealer, it did not purchase the Outstanding Notes to be exchanged for Exchange Notes from either of the Issuers or any of their affiliates, and it will acquire the Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making or other trading activities, (viii) neither the Holder nor any person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer is prohibited by any law or policy from participating in the Exchange Offer, (ix) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer acknowledges and agrees that, if it is located in a member state of the European Economic Area which has implemented Directive 2003/71/EC (the “Prospectus Directive”), it is either (x) a legal entity authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or (y) a legal entity that has two or more of (a) an average of at least 250 employees during the last financial year; (b) a total balance sheet of more than €43,000,000; and (c) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts and, in each case, it will not make any offer that will require the Issuers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, (ix) the Holder and each person receiving any Exchange Notes directly or indirectly from the Holder pursuant to the Exchange Offer acknowledges and agrees that it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) of the Order, or to whom this Letter or the accompanying Prospectus may lawfully be communicated in accordance with the Order and (xi) the Holder is not acting on behalf of any person who could not truthfully and completely make the representations contained in the forgoing subclauses (i) through (x). If the Holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market making or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer; however, by so acknowledging and by delivering a prospectus, the Holder will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

2

Signature(s)

Please Print Name(s)

Address

Zip code

Area Code and Telephone No.

Tax Identification or Social Security No.

My Account Number with You

Date

3

EX-99.4

Exhibit 99.4

Elan Finance public limited company and Elan Finance Corp.

Offer to Exchange

up to

$200,000,000 Aggregate Principal Amount of their outstanding

8.75% Senior Notes due 2016 (CUSIP Nos. 284138AL8 and G29543AF5)

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

for up to

$200,000,000 Aggregate Principal Amount of their 8.75% Senior Notes due 2016

Fully and Unconditionally Guaranteed by

Elan Corporation, plc and certain of its subsidiaries

and

Registered Under the Securities Act of 1933, as amended.

Pursuant to the Prospectus dated          , 2011

          , 2011

To Brokers, Dealers, Commercial Banks,
  Trust Companies and other Nominees:

Elan Finance public limited company, an Irish public limited company (“Elan Finance plc”), and Elan Finance Corp., a Delaware corporation (“Elan Finance Corp.” and, together with Elan Finance plc, the “Issuers”), are offering to exchange up to all of their outstanding 8.75% Senior Notes due 2016 (the “Outstanding Notes”) for an equivalent amount of the Issuers’ 8.75% Senior Notes due 2016 (the “Exchange Notes”) which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), upon the terms and subject to the conditions set forth in the Prospectus dated          , 2011 (as the same may be amended or supplemented from time to time, the “Prospectus”) and in the related Letter of Transmittal (which, together with the Prospectus, constitute the “Exchange Offer”).

Capitalized terms used but not defined herein shall have the same meaning given them in the Letter of Transmittal.

We will not pay any fees or commissions to you for soliciting tenders of Outstanding Notes pursuant to the Exchange Offer.

We are asking you to contact your clients for whom you hold Outstanding Notes. For your use and for forwarding to those clients, we are enclosing copies of the Prospectus, as well as a Letter of Transmittal for the Outstanding Notes.

We are also enclosing a printed form of letter which you may send to your clients, with space provided for obtaining their instructions with regard to the Exchange Offer. We urge you to contact your clients as promptly as possible.

Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent at the address and telephone number set forth in the Prospectus. Additional copies of the enclosed materials may be obtained from the Exchange Agent.

Very truly yours,

Elan Finance public limited company and

Elan Finance Corp.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP. OR ANY OF THEIR RESPECTIVE AFFILIATES OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.

CORRESP

		Elan Corporation, plc
		Treasury Building, Lower Grand
		Canal Street, Dublin 2, Ireland
		T (+353 1) 709 4000
	If replying by fax, reply to (+353 1) 7094015
		June 22, 2011

Mr. Jeffrey Riedler
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549 USA

VIA EDGAR

Re: Elan Finance Public Limited Company and
Elan Finance Corp.
Registration Statement on Form F-4
Filed March 29, 2011
File No. 333-173144

Dear Mr. Riedler:

Pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, Elan Finance public limited company and Elan Finance Corp. (collectively, the “Issuers”) hereby request that the effective date of the above-referenced Registration Statement filed by the Issuers with the Securities and Exchange Commission (the “Commission”) be accelerated to, and that such Registration Statement be declared effective on, Thursday, June 23, 2011, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.

     The Issuers hereby acknowledge that:

• should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Issuers from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the Issuers may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

		Directors: R. A. Ingram (USA) (Chairman), S. Cooke, L. Ekman (Sweden),
		G. Kennedy, P. Kennedy, G. Kerr (UK), G.K. Martin (USA), K. McGowan,
		K. McLaughlin, D. O’Connor, R.D. Pilnik (USA), D.J. Selkoe (USA)
	BIOPHARMACEUTICALS • DRUG TECHNOLOGIES
		Registered in Ireland, No. 30356

     The Issuers respectfully request confirmation of effectiveness and request that the same be communicated to their legal counsel, Cahill Gordon & Reindel LLP, attention: Christopher T. Cox, via telephone (212-701-3450) or fax (212-378-2416). Your consideration in this matter is greatly appreciated.

Yours sincerely,

     /s/ Nigel ClerkinNigel Clerkin
Executive Vice President, Chief Financial Officer
Elan Corporation, plc

cc: Bryan Pitko
(Securities and Exchange Commission)
 
John B. Moriarty Jr.
John Donahue
(Elan)
 
Christopher T. Cox
(Cahill Gordon & Reindel llp)

CORRESP

		Elan Corporation, plc
		Treasury Building, Lower Grand
		Canal Street, Dublin 2, Ireland
		T (+353 1) 709 4000
	If replying by fax, reply to (+353 1) 7094015
		June 22, 2011

Mr. Jeffrey Riedler
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549 USA

VIA EDGAR

Re: Elan Finance Public Limited Company and
Elan Finance Corp.
Registration Statement on Form F-4
Filed March 29, 2011
File No. 333-173144

Dear Mr. Riedler:

We set forth below responses to the Staff’s comment letter dated April 7, 2011 (the “Comment Letter”) with respect to the Registration Statement on Form F-4 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 29, 2011 by Elan Finance public limited company and Elan Finance Corp. (collectively, the “Issuers”) relating to the registration of $200,000,000 principal amount of the Issuers’ 8.75% Senior Notes due 2016 (the “Exchange Notes”), which will be guaranteed by Elan Corporation, plc (“Elan”) and certain of Elan’s subsidiaries, and are being offered to existing noteholders in exchange for substantially identical notes originally sold in an exempt offering on August 11, 2010 (the “Outstanding Notes”). For your convenience we have reproduced each comment from the Staff’s Comment Letter in italics immediately before our response. In addition to the responses below, the Issuers have filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) to address the Staff’s comments. We are enclosing herewith three copies of Amendment No. 1 marked to show changes against the initial filing of the Registration Statement.

1. We note that Elan has outstanding comments on Form 20-F for the fiscal year ended December 31, 2009. Please note that we will not be in a position to act on the Company’s request for acceleration of the registration statement until all outstanding comments on Form 20-F have been resolved.

		Directors: R. A. Ingram (USA) (Chairman), S. Cooke, L. Ekman (Sweden),
		G. Kennedy, P. Kennedy, G. Kerr (UK), G.K. Martin (USA), K. McGowan,
		K. McLaughlin, D. O’Connor, R.D. Pilnik (USA), D.J. Selkoe (USA)
	BIOPHARMACEUTICALS • DRUG TECHNOLOGIES
		Registered in Ireland, No. 30356

Elan’s response:

We acknowledge the Staff’s comment and appreciate the Staff’s clarification. We received the Commission’s letter dated June 8, 2011, which states that the Commission has completed its review of Elan’s Form 20-F for the fiscal year ended December 31, 2009.

2. Please amend your registration statement to incorporate by reference all Forms 6-K filed by Elan since the end of the fiscal year. In particular, please incorporate by reference the Forms 6-K filed on February 23, 2011, February 10, 2011, February 9, 2011, February 8, 2011, and February 3, 2011.

Elan’s response:

We acknowledge the Staff’s comment. We amended the Registration Statement to incorporate by reference Elan’s Forms 6-K furnished on February 23, 2011, February 10, 2011, February 9, 2011, February 8, 2011, and February 3, 2011. We also amended the Registration Statement to incorporate by reference Elan’s Forms 6-K furnished on June 22, 2011, June 7, 2011, June 2, 2011, June 2, 2011, May 25, 2011, May 9, 2011, April 28, 2011, April 20, 2011, April 19, 2011 and April 18, 2011, which were furnished to the Commission subsequent to the Comment Letter.

3. We note that you are registering the 8.75% Senior Notes due 2016 in reliance on our position enunciated in Exxon Capital Holdings Corporation, SEC No-Action Letter (April 13, 1088), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley & Co. Incorporated and Shearman & Sterling no-action letters.

Elan’s response:

We acknowledge the Staff’s comment. Concurrently with the filing of this response letter, we submitted to the Commission a supplemental letter stating that the Issuers are registering the Outstanding Notes in reliance on the Staff’s position contained in the no-action letters referenced in the above Staff comment and included in the supplemental letter the representations contained in the Morgan Stanley & Co. Incorporated and Shearman & Sterling no-action letters.

4. We note that you intend to file a Form of Letter of Transmittal by amendment to the registration statement. Please note that we will not be in a position to act on a request for acceleration until the Form of Letter of Transmittal has been filed as an exhibit.

Elan’s response:

We acknowledge the Staff’s comment and have amended the Registration Statement to include as an exhibit the Form of Letter of Transmittal.

We acknowledge that: (i) we are responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes to disclosure in response to Staff’s comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We believe that we have fully responded to the Staff’s comments. However, if you have any questions about any of our responses or require further information, please do not hesitate to telephone me at 011-353-1-709-4234.

Yours sincerely,

     /s/ Nigel ClerkinNigel Clerkin
Executive Vice President, Chief Financial Officer
Elan Corporation, plc

(enclosures)

cc: Bryan Pitko
(Securities and Exchange Commission)
 
John B. Moriarty Jr.
John Donahue
(Elan)
 
Christopher T. Cox
(Cahill Gordon & Reindel llp)

CORRESP

		Elan Corporation, plc
		Treasury Building, Lower Grand
		Canal Street, Dublin 2, Ireland
		T (+353 1) 709 4000
	If replying by fax, reply to (+353 1) 7094015
		June 22, 2011

Mr. Jeffrey Riedler
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
100 F. Street, N.E.
Washington, D.C. 20549 USA

VIA EDGAR

Re: Elan Finance Public Limited Company and
Elan Finance Corp.
Registration Statement on Form F-4
Filed March 29, 2011
File No. 333-173144

Dear Mr. Riedler:

In registering the 8.75% Senior Notes due 2016 of Elan Finance public limited company (“Elan Finance plc”) and Elan Finance Corp. (“Elan Finance Corp.” and together with Elan Finance plc, the “Issuers”), which will be guaranteed by Elan Corporation, plc (“Elan”) and certain of Elan’s subsidiaries (the “Exchange Notes”), offered to be exchanged for the privately placed 8.75% Senior Notes due 2016 of the Issuers, which are guaranteed by Elan and certain of Elan’s subsidiaries (the “Outstanding Notes”), pursuant to the exchange offer of the Exchange Notes for the Outstanding Notes (the “Exchange Offer”), the Issuers are relying on the positions enunciated by the staff of the Securities and Exchange Commission in Exxon Capital Holdings Corporation (avail. May 13, 1988) (“Exxon Capital”), Morgan Stanley & Co. Incorporated (avail. June 5, 1991), and Shearman & Sterling (avail. July 2, 1993). The Issuers have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and to the best of the Issuers’ information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Issuers will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, such person (1) cannot rely on the staff position enunciated in Exxon Capital or interpretive letters of similar effect and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Issuers acknowledge that such a secondary resale transaction should be covered by an effective

		Directors: R. A. Ingram (USA) (Chairman), S. Cooke, L. Ekman (Sweden),
		G. Kennedy, P. Kennedy, G. Kerr (UK), G.K. Martin (USA), K. McGowan,
		K. McLaughlin, D. O’Connor, R.D. Pilnik (USA), D.J. Selkoe (USA)
	BIOPHARMACEUTICALS • DRUG TECHNOLOGIES
		Registered in Ireland, No. 30356

registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

Neither the Issuers nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who may receive Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, to distribute the Exchange Notes to be received in the Exchange Offer. The Issuers will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Notes in exchange for such Outstanding Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

In addition, the Issuers will include in the transmittal letter or similar documentation to be executed by a participant in the Exchange Offer the following additional provision, in substantially the form set forth below:

If the participant in the Exchange Offer is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer. By so acknowledging and by delivering a prospectus, such broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

Yours sincerely,

     /s/ Nigel ClerkinNigel Clerkin
Executive Vice President, Chief Financial Officer
Elan Corporation, plc

cc: Bryan Pitko
(Securities and Exchange Commission)
 
John B. Moriarty Jr.
John Donahue
(Elan)
 
Christopher T. Cox
(Cahill Gordon & Reindel llp)