EX-25.1 10 f58755a1exv25w1.htm EX-25.1 exv25w1
Table of Contents

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

Table of Contents

- 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)

Table of Contents

- 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)

Table of Contents

- 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

Table of Contents

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.

 

Table of Contents

- 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   

 

Table of Contents

- 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  

 

Table of Contents

- 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