6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of November, 2006

Commission File Number 001-13896

Elan Corporation, plc

(Translation of registrant's name into English)

Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20 F x    Form 40F o  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes o    No x  

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes o    No x  

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No x  

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

This Report of Foreign Issuer on Form 6-K is incorporated by reference into the Post-Effective Amendments on Forms F-3 and S-8 to Form F-4 Registration Statement of Elan Corporation, plc (Registration No. 333-12756), the Registration Statement on Form F-3 of Elan Corporation, plc and Athena Neuroscience Finance, LLC (Registration No. 333-13130), the Registration Statements on Form S-8 of Elan Corporation, plc (Registration Nos. 333-13996, 333-12344, 333-11940, 333-09644, 333-09284, 333-09048, 333-08384, 333-07361, 333-07136, 333-14240, 33-27506, 333-100252 and 333-121021) and the Preliminary Offering Memorandum dated November 8, 2006 of Elan Finance public limited company and Elan Corporation, plc.

EXHIBIT LIST

Exhibit	Description
99.1	Shane Cooke Contract of Employment.
99.2	Elan Corporation, plc Deed of Indemnity.
99.3	Elan U.S. Severance Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ELAN CORPORATION, plc

By:  /s/ William F. Daniel 

       William F. Daniel

       EVP, Company Secretary

Date: November 14, 2006

EX-99.1

Exhibit 99.1

Private & Confidential                                                                                                                                                                         ;       10^th May 2005

Shane Cooke

Chief Financial Officer

Dear Shane

I refer to our recent discussions. Whilst your employment ended on 31 December 2004, and your recent temporary contract expired on 30^th April 2005, due to recent events related to Tysabri we have an ongoing requirement for your services as Chief Financial Officer (CFO), through to and including 31^st December 2006 (the "Period"). We are grateful to you for your agreement to enter into this fixed term arrangement with us, and to act as CFO during this period. We are agreed that this does not have the effect of reviving your previous employment, ending on 31 December 2004, and for which you received agreed severance terms. Subject to the discharge of the various sums referred to in this letter, we are agreed that you shall not on the expiry of the fixed term of this contract have any other right or claim against Elan Corporation Plc, Elan Pharmaceuticals International Limited, Elan Management Limited, their subsidiary and affiliate companies, their directors, agents, employees and shareholders (save any personal injury claim you may have against the Company arising out of your employment which is specifically excepted), and whether arising under contract, common law, tort, statute (including the Unfair Dismissals Acts, Redundancy Payments Acts, Minimum Notice and Terms Of Employment Act, Organisation of Working Time Act, Employment Equality Acts), or otherwise. The provisions of the Unfair Dismissals Acts 1977-2001 shall not apply to a dismissal consisting of the expiry of the fixed term of this contract or the lesser during that fixed term of the specified purpose for which you are being retained. For purposes of clarity, you are recommended to take your own legal advice prior to the signing of this letter.

Throughout the term of this contract, the Company shall continue to provide you with director's and officer's insurance coverage on terms no less favourable than provided to the Company's current officers and directors. This will be in relation to matters as they arise which relate specifically to Elan.

For the avoidance of doubt, the Deed of Indemnity executed by you and the Company on 11^th March 2002 continues to be fully enforceable.

Duties & Responsibilities

Your main duties and responsibilities will be to fulfil the duties of CFO for the company. You will be employed by Elan Management Limited. You are required to be flexible in this position and will be expected to undertake such duties and exercise such powers as the Board of Directors shall assign to, or vest in you. Such duties may include the undertaking of duties for subsidiary and associated companies of Elan.

Salary

Your salary will be Euro 245,417 p.a. gross. Payment will be made by credit transfer, monthly in arrears, and will be payable on the last Friday of each month.

Monksland Investment Company

It is anticipated that you will receive an annualised dividend payment of Euro 245,416 from Monksland Investment Company.

Company Performance-Related Bonus

In line with previous years it is expected that you will receive a bonus for the Period as determined by the CEO as follows 50% of which will be paid as a dividend from Monksland Investment Company:

1^st May 2005 to 31^st December 2005 - Euro 317,125 (payable in March 2006)

1^st January 2006 to 31^st December 2006 - Euro 475,688 (payable on 31^st December or earlier)

Benefits

You will not be eligible for any employee benefits throughout the term of this contract.

Stock Options

Elan will arrange to grant you 150,000 Options of American Depository Shares in Elan Corporation plc at Euro 7.21 being the prevailing market price as of the date of approval of this contract by the LDCC. Options are granted pursuant to the Rules of the applicable scheme. Your right to exercise such Options granted to you will vest as follows, with a start date of 1^st May 2005:

Vest Date	Percentage:
1st Jan 2006	50%
1st July 2006	50%

In addition, the options already granted to you at $7.47 (60,000) will vest as follows:

Vest Date	Percentage:
1st Jan 2006	50%
1st July 2006	50%

Hours of Work

Your normal hours of work will be 8.30am to 5.00pm. You will have a 1-hour break for lunch (to be taken between 12:30pm and 2:30pm). However, you will be expected to work such additional hours as are necessary to discharge your responsibilities.

Place of Work

You will normally be required to work at the Company Head Office at Treasury Building, Lower Grand Canal Street, Dublin 2, but you may be required to work at other premises from time to time.

Annual Leave

Your leave entitlement will be 1.75 days per month, as well as public holidays. Annual Leave will be accumulated on a pro-rata basis. Authorisation for annual leave must be granted prior to taking leave.

Sickness & Absence

In the event of accident or illness, you are required to notify the Company, no later than one hour after your scheduled starting time, of your inability to attend work.

Early Termination

In the event of the Company seeking to terminate this Agreement (for any cause other than gross misconduct and negligence in your position as CFO) earlier than 31 December 2006, you are entitled to receive the balance of this Agreement on a fully remunerated basis.

Change of Control or Restructuring

In the event of a change of control of the Company or a restructuring within the Company resulting in a material change affecting your position as CFO at any time during the Period, you have the right to treat either as an event causing early termination and to be paid the balance of this Agreement on a fully remunerated basis.

Loyalty & Confidentiality

The requirement for loyalty and confidentiality is fundamental to your appointment. In this regard, you will be expected to give full commitment to the Company and you will not, for the duration of your employment, be engaged either directly or indirectly in any business or activity which is in competition with, or in any way, inconsistent with your obligations to the Company or without the prior consent of the Senior Director, Human Resources.

You are required to sign a confidentiality agreement which incorporates terms which are designed to protect the Company's vital interests.

Health & Safety

All employees are reminded of their obligations under the Safety, Health & Welfare at Work Act, 1989, and any amendment thereof and are requested to become familiar with the Company's Safety Statement which is available on the Company premises. You are required to comply with health and safety practices and procedures, and use protective equipment and clothing where necessary.

Disciplinary Procedure

The company hopes that it will not be necessary to discipline employees. However, breaches of Company rules will render an employee liable to disciplinary action. All employees are referred to the Employee Handbook which outlines the disciplinary procedure.

Return of Documents / Property

On the termination of your employment you must return, to the Company, all property, documents, papers, notes and other media of any description (including computer files and programmes) which relate in any way to the affairs of the Company, or any of its subsidiary or associated companies or to the property in which the companies have an interest, and you shall not retain any copies thereof.

Right to Search

The company reserves the right to search your person, property or vehicle while on or when departing from the Company premises. Any searches will be carried out with discretion and are not intended to embarrass or imply suspicion of the person concerned.

Company Handbook

A copy of the Employee Handbook is enclosed. The Employee Handbook contains terms and conditions of employment which are common to all employees of the Company. Please familiarise yourself with the contents of the Employee Handbook. If you have any queries, please do not hesitate to call me.

This letter is sent to you in duplicate. If having considered the terms of this agreement you find them acceptable, please sign and return one copy of this letter to me. If you have any queries, please do not hesitate to let me know.

Yours sincerely

/s/ Roisin Foley

Roisin Foley

Senior Director, HR

cc: Liam Daniel, Company Secretary

I, Shane Cooke, having taken my own independent legal advice, hereby accept the terms and conditions of employment as set out herein and the terms and conditions as set out in the documentation referred to herein.

Signed: /s/ Shane Cook

Dated this 1 day of July 2005

EX-99.2

Exhibit 99.2

Dated

Elan Corporation, plc.

and

DEED OF INDEMNITY

CONTENTS

Clause		Page
1.	Interpretation	1
2.	Warranty	2
3.	Obligations of the Company	2
4.	Partial Indemnification	3
5.	Change of Law or Governing Documents	3
6.	Joint Liability	3
7.	Duration	4
8.	Notification	4
9.	Consent of the Company to Settlement	4
10.	Assumption of Defence	4
11.	Assistance and Co-Operation in the event of loss	5
12.	Saver for Rights of the Company	5
13.	Amendments	5
14.	Waiver	5
15.	Subrogation	5
16.	Power of Attorney	5
17.	Interim Payments	6
18.	Other Payments	6
19.	Successors and Assigns	6
20.	Severability	6
21.	Section 200 of Companies Act, 1963	6
22.	Counterparts	6
23.	Governing Law	6

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THIS DEED OF INDEMNITY is made on

BETWEEN

(1)   ELAN CORPORATION,plc having its registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the "Company"), and

(2)   (the "Indemnitee").

WHEREAS

(A)   The Indemnitee is [                                                                            ].

(B)   Both the Company and the Indemnitee recognise the increased risk of litigation and other claims being asserted against directors, officers and employees of companies in various jurisdictions at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable cost.

(C)   In recognition of the Indemnitee's need for substantial protection against personal liability and in order to enhance the Indemnitee's service to the Company in an effective manner, the Company wishes to provide in this Deed for the Indemnification of, and the advancing of expenses to, the Indemnitee to the extent permitted by law and as set forth in this Deed.

(D)   In order to induce the Indemnitee to serve, or continue to serve, as a [         ] of the Company, the Company has entered into this Deed with the Indemnitee.

IT IS HEREBY AGREED AS FOLLOWS:

1.   Interpretation

In this Deed, unless the context otherwise requires, the following terms shall have the following meanings:

(a)   "Indemnification Event" means any threatened, pending, current or completed action, suit or proceeding or any appeal therefrom, or any inquiry, investigation or inspection whether civil, criminal, administrative, investigative or otherwise ("Claims") in relation to which the Indemnitee was, is or becomes a party, witness or other participant, or is threatened to be made a party, witness or other participant by reason of (or arising in part out of) the fact that the Indemnitee is or was at any time a director, officer, employee, trustee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another company, corporation, participation, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee in any such capacity, including but not limited to Claims against or otherwise involving the Indemnitee in any such capacity arising out of or as a result of any offering (whether by public offer or private placement and whether or not involving a listing or quotation on any stock exchange) for subscription and/or purchase of any shares in the capital of the Company and/or American depositary shares representing shares in the capital

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of the Company or any offering of securities of the Company, or, in any such case, any subsidiary of the Company, and any prospectus, placing memorandum, advertisement, notice, circular or other document issued or filed in connection therewith and any agreement, contract or arrangement entered into in connection therewith.

(b)   "Expenses" means any and all expenses (including legal fees), costs, and obligations paid or incurred by the Indemnitee in connection with any Indemnification Event other than any Indemnification Event commenced or instituted by or in the right of the Company.

(c)   "Liabilities" means any and all damages, judgments, awards, fines, penalties, lodgments, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgements, awards, fines, penalties or amounts paid in settlement), given or made against or incurred by the Indemnitee in connection with any Indemnification Event other than any Indemnification Event commenced or instituted by or in the right of the Company.

2.   Warranty

The Company warrants by its execution hereof that it has power to enter into and has duly authorised the execution and delivery of this Indemnity and that its obligations hereunder constitute its legal, valid and binding obligations enforceable against it in accordance with the terms hereof.

3.   Obligations of the Company

(a) The Company hereby agrees to indemnify the Indemnitee to the extent permitted by law against any and all Expenses and Liabilities; provided however that the foregoing obligation of the Company shall not apply to

(i)   an Indemnification Event that was commenced or instituted by the Indemnitee without the prior approval of the board of directors of the Company or of any of its subsidiaries or any committee of any such board or any other persons to whom authority to grant such approval may have been delegated by such board from time to time; or

(ii)   any claim or action giving rise to an Indemnification Event which is settled in any manner by the Indemnitee other than in accordance with the provisions of Clause 9 of this Deed; or

(iii)   any Indemnification Event based upon, arising directly or indirectly out or as a result of or otherwise attributable to any dishonest or fraudulent act or omission or wilful misconduct by or on the part of the Indemnitee.

(b)           The Company hereby agrees that it shall use all reasonable endeavours to obtain and maintain in effect liability insurance which may cover any liability arising from any Indemnification Event. If at the time of the receipt by the Company of a notice of an Indemnification Event the Company has such

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liability insurance in effect, the Company shall give prompt notice to the insurers of such Indemnification Event in accordance with the procedures set forth in the relevant policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay on behalf of the Indemnitee, all amounts payable in accordance with the terms of such policies.

(c) The Company acknowledges that the Indemnitee is entitled to rely in good faith on the records of the Company and any advice obtained by experts selected with reasonable case in the exercise of his duties as an officer of the Company, and any such reliance shall be taken into account by the Company in the performance of its obligations hereunder in the event of the occurrence of an Indemnification Event.

4.   Partial Indemnification

If the Indemnitee is entitled under any provision of this Deed to indemnification by the Company for some of the Expenses and Liabilities arising from an Indemnification Event but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled.

5.   Change of Law or Governing Documents

(a)   In the event of any change in applicable law, statute or rule which restricts the right of the Company to indemnify a person serving in a capacity referred to in Recital A of this Deed, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Deed, shall have no effect on this Deed or the parties' rights and obligations hereunder.

(b)   The indemnification provided by this Deed shall not be deemed exclusive of any rights to which the Indemnitee may be entitled under the Company's memorandum or articles of association, any agreement, any vote of shareholders or of its board of directors or any laws or regulations in effect now or in the future.

6.   Joint Liability

If the indemnification provided for herein is unavailable and may not be paid to the Indemnitee because such indemnification is not permitted by law, then in respect of any threatened, pending, current or completed action, suit or proceeding in which the Company or any of its subsidiaries is jointly liable with the Indemnitee, the Company shall contribute, to the full extent permitted by law, to the amount of any Expenses and Liabilities, in such proportion as is appropriate to reflect:

(a)   the relative benefits received by the Company or its subsidiaries on the one hand and the Indemnitee on the other hand from the transaction from which such action, suit or proceeding arose, and

(b)   the relative fault of the Company or its subsidiaries on the one hand and of the Indemnitee on the other in connection with the events which resulted in such Expenses and Liabilities, as well as any other relevant equitable

3

considerations. The relative fault of the Company on the one hand and the Indemnitee on the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses and Liabilities.

7.   Duration

All obligations of the Company contained herein shall continue during the period the Indemnitee serves in a capacity referred to in Clause A hereof and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim relating to an Indemnification Event.

8.   Notification

Promptly after becoming aware that any action or event is or may become an Indemnification Event the Indemnitee shall notify the Company of same, but the omission so to notify the Company shall not relieve the Company from any obligation it may have under this Deed.

9.   Consent of the Company to Settlement

The Indemnitee shall not settle any claim or action in any manner which would impose on the Company any penalty, constraint, or obligation to hold harmless or indemnify the Indemnitee pursuant to this Deed without the Company's prior written consent, which consent shall not be unreasonably withheld.

10.   Assumption of Defence

If any Indemnification Event is commenced against the Indemnitee, the Company shall be entitled to participate therein at its own expense and, to the extent that it may wish, shall be entitled, by giving notice to the Indemnitee of its election to do so, to assume the defence thereof with legal advisers chosen by it. After notice from the Company to the Indemnitee of its election to assume the defence of any such Indemnification Event the Company shall not be liable to indemnify the Indemnitee under this Deed for any legal or other Expenses subsequently incurred by the Indemnitee in connection with the defence thereof other than reasonable costs of the investigation, travel and accommodation expenses arising out of or in relation to the Indemnitee's participation in such Indemnification Event. The Indemnitee shall have the right to employ the Indemnitee's own legal advisers in such claim but the fees and expenses of such legal advisers incurred after notice from the Company to the Indemnitee of its assumption of the defence thereof shall be at the expense of the Indemnitee unless:

(i)   otherwise authorised by the Company; or

(ii)   the Company shall have reasonably concluded, and so notified the Indemnitee, that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defence of such claim; and

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(iii)   the Company shall not, within a reasonable time after giving notice to the Indemnitee, have employed legal advisers to assume the defence of such claim,

in which cases the fees and expenses of the Indemnitee's legal advisers shall be at the expense of the Company.

11.   Assistance and Co-operation in the event of loss

The Indemnitee agrees to provide the Company with such information, assistance and co-operation as the Company, its subsidiaries, agents, underwriters or advisers may reasonably request in relation to any Indemnification Event.

12.   Saver for Rights of the Company

The indemnities given by the Company herein shall be without prejudice to and shall not affect any liability which the Indemnitee may at any time have to the Company in respect of any matter whatsoever.

13.   Amendments

No supplement, modification or amendment of this Deed, other than pursuant to Clause 5 hereof, shall be binding unless executed in writing by both of the parties hereto.

14.   Waiver

No waiver of any of the provisions of this Deed shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

15.   Subrogation

In the event of payment under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do everything that may be necessary to secure and enforce such rights.

16.   Power of Attorney

The Indemnitee hereby irrevocably appoints the Company as his attorney and agent, in his name or otherwise and on his behalf to execute and do all such documents, acts and things which he ought to execute or do under the provisions of this Deed and generally in his name and on his behalf to exercise all or any of the powers, authorities and discretions conferred on the Company by or pursuant to this Deed, including to act on his behalf in relation to any insurance policy or other cover from time to time maintained by or at the cost of the Company for its directors or officers in respect of any Expenses and Liabilities. Any document to be executed under this power may be executed by any officer or employee of the Company.

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17.   Interim Payments

(a)   The Company shall to the extent permitted by law advance all Expenses incurred by the Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no later than five days after written demand by the Indemnitee therefor to the Company.

 (b)  In the event that it is finally established that the Company has no liability to indemnify the Indemnitee under this Deed, the Indemnitee hereby agrees to repay to the Company on demand all sums previously paid to or on behalf of the Indemnitee under provisions of this Deed.

18.   Other Payments

The Company shall not be liable under this Deed to make any payment in connection with any claim made against the Indemnitee to the extent that the Indemnitee has otherwise actually received payment (under any insurance policy, any provision of the memorandum or articles of association of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

19.   Successors and Assigns

This Deed shall enure to the benefit of and be binding upon the parties hereto and their respective successors, personal representatives and lawful assigns.

20.   Severability

In the event that any of the provisions of this Deed are held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain valid and enforceable to the full extent permitted by law and the illegality, invalidity or unenforceability of any provision of this Deed under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction.

21.   Section 200 of Companies Act, 1963

The provisions of this Deed shall only have effect insofar as they are not contrary to or in violation of the laws of Ireland and in particular (to the extent applicable) section 200 of the Companies Act, 1963.

22.   Counterparts

This Indemnity may be executed in any number of counterparts, and by the parties on separate counterparts, each of which shall constitute an original, but all the counterparts shall together constitute but one and the same instrument.

23.   Governing Law

This Deed shall be governed by, construed and enforced in accordance with, the laws of Ireland.

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IN WITNESS WHEREOF this Deed has been entered into the day and year first above written.

PRESENT when the Common Seal of

Elan Corporation, plc. was affixed hereto:

SIGNED SEALED AND DELIVERED

By

in the presence of:

7

EX-99.3

Exhibit 99.3

ELAN U.S.

Severance Plan

Effective March 1, 2001 and

Amended and Restated as of January 1, 2006

Amended & Restated Severance Plan Document (January 1, 2006)

	Page
ARTICLE I Introduction	1
ARTICLE II Definitions	1
ARTICLE III Eligibility	4
ARTICLE IV Pay and Benefits In Lieu of WARN Notice	6
ARTICLE V Severance Pay and Severance Benefits	6
ARTICLE VI Waiver and Release Agreement	12
ARTICLE VII Plan Administration	12
ARTICLE VIII Procedures for Making and Appealing Claims for Plan Benefits	13
ARTICLE IX Amendment/Termination/Vesting	15
ARTICLE X No Assignment	15
ARTICLE XI Confidential Information/Cooperation	15
ARTICLE XII Miscellaneous Provisions	16

Amended & Restated Severance Plan Document (January 1, 2006)

ELAN U.S.

SEVERANCE PLAN

(Effective March 1, 2001, and

Amended and Restated Effective as of January 1, 2006)

ARTICLE I

INTRODUCTION

Athena Neurosciences, Inc. (the "Company") adopted the Elan U.S. Severance Plan (the "Plan"), effective March 1, 2001, for the benefit of certain "Eligible Employees" of the Company and certain Affiliates specified by the Company. The Plan is intended to apply to United States based "Employees," as described herein. The Plan was amended and restated on January 1, 2004 and August 15, 2004. By this instrument, the Company hereby amends and restates the Plan, effective January 1, 2006. The Plan shall be binding on any successor to all or substantially all of the Company's assets or business.

The Plan is an unfunded welfare benefit plan for purposes of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Except as otherwise provided herein, the Plan supersedes any prior formal or informal severance plans, programs or policies of the Company or its Affiliates covering Eligible Employees. The Plan operates on a calendar year.

ARTICLE II

DEFINITIONS

2.1."Affiliate" means any member of the group of corporations, trades or businesses or other organizations comprising the "controlled group" with Athena Neurosciences, Inc. under Section 414 of the Internal Revenue Code.

2.2."Change in Control" means:

(a)   The consummation of a merger or consolidation of Elan Corporation, plc with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity's issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of Elan Corporation, plc immediately prior to such merger, consolidation or other reorganization;

(b)   The sale, transfer or other disposition of all or substantially all of Elan Corporation, plc's assets;

(c)   A change in the composition of the Board of Directors of Elan Corporation, plc, as a result of which fewer than fifty percent (50%) of the incumbent directors are

Amended & Restated Severance Plan Document (January 1, 2006)

directors who either (i) had been directors of Elan Corporation, plc on the date 24 months prior to the date of the event that may constitute a Change in Control (the "original directors") or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination was previously so approved; or

(d)   Any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Elan Corporation, plc representing at least fifty percent (50%) of the total voting power represented by Elan Corporation, plc's then outstanding voting securities (e.g., issued shares). The term "person" shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of Elan Corporation, plc or of any subsidiary of Elan Corporation, plc and (ii) a company owned directly or indirectly by the shareholders of Elan Corporation, plc in substantially the same proportions as their ownership of the ordinary shares of Elan Corporation, plc.

A transaction shall not constitute a Change in Control if its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held Elan Corporation, plc's issued shares immediately before such transaction.

2.3."Company" means Athena Neurosciences, Inc.

2.4."Comparable Position" means a position either with the Company or any of its Affiliates or with a successor or transferee of all or a part of the business of the Company or Affiliate, on terms which do not cause a Significant Reduction in Scope or Target Compensation and do not entail a Relocation. The Plan Administrator, in its sole discretion, will determine a Comparable Position.

2.5."Confidential Information" means trade secrets and other propriety information of an Employer or any Affiliate. If an Eligible Employee entered into a confidentiality or proprietary rights agreement with an Employer or any Affiliate, the term "Confidential Information" for purposes of this Plan shall have the meaning ascribed to any such term or concept as it is defined under, or used in, the separate agreement.

2.6."Eligible Employee" means each Employee who is not (i) covered by a written employment agreement that contains a severance provision, or covered by a written severance agreement (for the duration of that agreement); (ii) classified as "temporary," including without limitation, anyone classified as an "intern" or "co-op"; (iii) a consultant; (iv) a "leased employee" as defined in Section 414(n) of the Internal Revenue Code; or (v) a person performing services for an Employer on a contract basis or as an independent contractor or

Amended & Restated Severance Plan Document (January 1, 2006)

2

consultant or through a purchase order, supplier agreement or any other form of agreement that the Employer enters into for services.

2.7."Employee" means any full-time or part-time employee of an Employer.

2.8."Employer" means the Company and each Affiliate identified on Attachment A, including the wholly-owned subsidiaries of the Affiliates identified on Attachment A.

2.9."ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

2.10."Executive Employee" means an Eligible Employee who has the title of Senior Vice President or Executive Vice President or any other title ranked at or higher than Senior Vice President.

2.11."Involuntary Termination" means a termination of an Eligible Employee's employment by the Employer due to a business condition, as determined in the sole discretion of the Company. The term Involuntary Termination shall include (i) a termination effective when the Eligible Employee exhausts a leave of absence during, or at the end of, a WARN Notice Period and (ii) a situation where an Eligible Employee on an approved leave of absence during which the Employee's position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), returns from such leave, and cannot be placed in employment with the Employer.

2.12."Plan" means the Elan U.S. Severance Plan, as set forth in this instrument and as hereafter amended.

2.13."Relocation" means a change in the Eligible Employee's primary job site, and such new location increases the Eligible Employee's commute between home and primary job site by at least thirty (30) miles. Notwithstanding the foregoing, this term shall not apply to an Eligible Employee who is a field-based sales representative or who works from home.

2.14."Severance Date" means the final day of employment with the Employer which date shall be communicated in writing by the Employer to the Employee.

2.15."Significant Reduction in Scope or Target Compensation" means a significant reduction in the Eligible Employee's total target compensation or a significant reduction in the scope of the Eligible Employee's employment responsibilities and duties. The Plan Administrator, in its sole discretion, shall determine whether an Eligible Employee experiences a "Significant Reduction".

2.16."Triggering Event" means an Involuntary Termination, Relocation or Significant Reduction in Scope or Target Compensation.

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2.17."WARN Notice Date" means the date the Employer is required to notify an Eligible Employee pursuant to the WARN Act that he or she is to be terminated from employment with the Employer in conjunction with a "plant closing" or "mass layoff" as described in the WARN Act.

2.18."WARN Notice Period" means the sixty (60) consecutive calendar day period commencing on an Eligible Employee's WARN Notice Date.

2.19."Week of Pay" shall be determined based on the Eligible Employee's status as a salaried or hourly Employee. If the Eligible Employee is a salaried Employee, Week of Pay shall be the Eligible Employee's regular weekly base salary compensation rate in effect on his/her Severance Date. If the Eligible Employee is an hourly Employee, Week of Pay shall be the Eligible Employee's regular hourly base compensation rate multiplied by his/her regularly scheduled number of hours worked per week in effect on his/her Severance Date. If the Eligible Employee works part-time, his/her Week of Pay is determined on a prorated basis by calculating his/her average number of hours per week actually worked during the prior Year of Service.

2.20."Years of Service" shall be determined in accordance with the Employer's personnel records. An Eligible Employee shall receive credit for a Year of Service for each twelve (12) month period of active service with the Employer. For partial years of employment, the Eligible Employee shall receive credit for a full Year of Service if he or she completes at least six (6) full months of active service. If an Eligible Employee has not completed at least six full months of active service during a partial year, he or she shall not receive credit for a Year of Service.

ARTICLE III

ELIGIBILITY

3.1.Conditions of Eligibility. To be eligible for benefits as described in Article V, the Eligible Employee must (i) remain an Employee through the Severance Date, (ii) through the Severance Date, fulfill the normal responsibilities of his/her position, including meeting regular attendance, workload and other standards of the Employer, as applicable, and (iii) submit the signed Waiver and Release Agreement required by the Plan Administrator on, or within forty-five (45) days after, his/her Severance Date or receipt of the Waiver and Release Agreement (whichever occurs later) and not revoke the signed Waiver and Release Agreement.

3.2.Conditions of Ineligibility. An otherwise Eligible Employee shall not receive severance pay or severance benefits under the Plan if:

(a)   the Employee ceases to be an Eligible Employee as defined by the Plan;

(b)   the Employee terminates employment with the Employer by reason of death;

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(c)   the Employer terminates the Employee's employment for one or more of the following reasons (determined in the sole discretion of the Plan Administrator): Commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; violation by the Employee of any federal, state, local law or regulation; violation by the Employee of any rule, regulation or policy of the Employer or other job related misconduct; failure to perform the duties of the position held by such Employee in a manner which satisfies the reasonable expectations of the Employer; failure by the Employee to meet any requirement reasonably imposed upon such Employee by the Employer as a condition of continued employment; or dereliction or neglect by the Employee in the performance of such Employee's job duties;

(d)   the Employee terminates employment with the Employer through job abandonment;

(e)   other than as set forth in the last sentence of Section 2.11, the Employee is eligible to receive long-term disability benefits from the Employer (as determined under the applicable Employer-sponsored long-term disability plan) as of the date the Triggering Event would have occurred had the individual been actively at work on such date;

(f)   the Employee is employed in an operation, division, department or facility, that is sold, leased or otherwise transferred, in whole or in part, from an Employer, and (i) the Employee accepts any position with the new owner/operator, or (ii) the Employee is offered a Comparable Position by the new owner/operator;

(g)   the Employee gives notice of his/her voluntary termination (other than as provided in Section 2.16) prior to his/her Severance Date or the effective date of a sale, lease or transfer of an operation, division, department or facility, as described in Section 3.2(f), regardless of the effective date of such termination;

(h)   the Employee ceases working with the Employer and receives severance benefits under the terms of another group reorganization/restructuring benefit plan or severance program sponsored by the Employer;

(i)   the Employee is offered a Comparable Position from an Employer, or accepts any position with an Employer, even if it is not a Comparable Position;

(j)   the Employee experiences a Triggering Event after the Plan is terminated;

(k)   the Employee does not timely execute and return to the Plan Administrator a valid Waiver and Release Agreement;

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(l)   the Employee works primarily in an office located in a country other than the United States and is entitled to severance benefits under the laws of such country or the policies of the company at which he or she is based and such severance benefits may not be waived; or

(m)   the Employee is offered a Comparable Position by, or accepts any position with, an employer with which the Company or any of its Affiliates has reached an agreement or arrangement under which the employer agrees to offer employment to the otherwise Eligible Employee.

The foregoing list of conditions is intended to be illustrative and may not be all inclusive; the Plan Administrator will determine in the Plan Administrator's sole discretion whether an Eligible Employee is eligible for severance pay and severance benefits under the Plan.

ARTICLE IV

PAY AND BENEFITS IN LIEU OF WARN NOTICE

4.1.Wage Payments. If an Eligible Employee is entitled to advance notice of a "plant closing" or a "mass layoff" under the WARN Act, but experiences a Triggering Event before the end of a WARN Notice Period, the Eligible Employee shall be entitled to receive Weeks of Pay until the end of the WARN Notice Period as if he or she were still employed through such date. The Weeks of Pay under this Section 4.1 will be issued according to the normal payroll practices of the Employer and shall not be subject to the Waiver and Release Agreement.

4.2.Benefits. An Eligible Employee described in Section 4.1 shall be entitled to benefits under an Employer-sponsored medical and dental benefit plans, as amended from time to time, through the end of the WARN Notice Period on the same terms and under the same conditions as applied to the Eligible Employee immediately prior to the Triggering Event. The benefits under this Section 4.2 are not subject to the Waiver and Release Agreement.

ARTICLE V

SEVERANCE PAY AND SEVERANCE BENEFITS

5.1.Generally. In exchange for providing the Employer with an enforceable Waiver and Release Agreement, in a form acceptable to the Plan Administrator, an Eligible Employee who terminates employment on account of a Triggering Event shall be eligible to receive severance pay and severance benefits as described below and subject to the other provisions of this Plan. The consideration for the voluntary Waiver and Release Agreement shall be the severance pay and severance benefits the Eligible Employee would not otherwise be eligible to receive.

5.2.Severance Pay. Severance pay shall be determined in accordance with the table below based on the Eligible Employee's "Band" classification and in accordance with the terms

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hereof. If the applicable Triggering Event occurs within two years following a Change in Control and the Eligible Employee was an Employee at the time of the Change in Control, the Eligible Employee's severance pay shall be determined under the column in the table below titled "Change in Control Severance Pay" and shall be paid in accordance with the terms hereof. The Band applicable to any Eligible Employee shall be determined by the Plan Administrator, in its sole discretion, based on the Eligible Employee's job position relative to the job grading system in place for the applicable Employer.

Employment Classification	Severance Pay	Change in Control Severance Pay
Band I	Six (6) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of thirty-nine (39) Weeks of Pay.	Same as severance pay described at left
Band II	Nine (9) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of thirty-nine (39) Weeks of Pay.	Same as severance pay described at left
Band III	Fifteen (15) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of forty-five (45) Weeks of Pay.	Same as severance pay described at left
Band IV	Fifteen (15) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of forty-five (45) Weeks of Pay.	Same as severance pay described at left
Band V	Twenty-four (24) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of fifty-two (52) Weeks of Pay.	The greater of (i) severance pay described at left or (ii) twenty-six (26) Weeks of Pay plus an amount equal to the bonus attributable to the Eligible Employee's most recent Year of Service.
Band VI	Thirty-six (36) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of seventy-eight (78) Weeks of Pay.	The greater of (i) severance pay described at left or (ii) seventy-eight (78) Weeks of Pay plus an amount equal to the bonus attributable to the Eligible Employee's most recent Year of Service

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Executive Employee Thirty-six (36) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of seventy-eight (78) Weeks of Pay. If such Executive Employee is a Senior Vice President, then an amount equal to the greater of (i) severance pay as described at left or (ii) Two times (2x) the sum of (a) the base pay attributable to the Executive Employee's most recent Year of Service and (b) the bonus attributable to the Executive Employee's most recent Year of Service.   If such Executive Employee is an Executive Vice President (or has a title that is the equivalent thereof or higher), then an amount equal to the greater of (i) severance pay as described at left or (ii) Two and one half times (2.5x) the sum of (a) the base pay attributable to the Executive Employee's most recent Year of Service and (b) the bonus attributable to the Executive Employee's most recent Year of Service.   * * *   Furthermore, all Executive Employees will be entitled to the benefits of the Modified Excise Tax Gross-Up pursuant to Section 5.4 under the Plan.

Severance pay shall be paid in a lump sum payment as soon as practicable following the later of the Severance Date or the end of the WARN Notice Period, as applicable, but in no event later than March 15 of the year following the year of the Severance Date or the end of the WARN Notice Period. Notwithstanding the foregoing, any severance pay and severance benefits which become payable shall be paid only after the seven (7) day revocation period for a signed Waiver and Release Agreement has passed. All legally required taxes and any sums owed the Employer shall be deducted from Plan severance pay.

If an Employer reemploys an Eligible Employee who is receiving severance pay and benefits under the Plan, the individual shall become ineligible and such pay and benefits shall cease effective as of the reemployment date. Further, the former Eligible Employee must repay

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the portion of the severance pay attributable to the period that begins on the date the Eligible Employee was reemployed. If the Plan Administrator, in its sole discretion, determines that the former Eligible Employee's services address a critical business need, then the Plan Administrator may provide that no such repayment is required.

5.3.Severance Benefits.

(a)Medical and Dental Benefits Coverage Continuation. Under federal health care continuation coverage law (referred to as "COBRA"), the Eligible Employee who is receiving health care coverage under an Employer-sponsored health plan is entitled to elect health care continuation coverage under the applicable Employer health plan if his/her employment terminates for certain reasons. Any of the Triggering Events would qualify the Eligible Employee to receive such continuation coverage, subject to the terms of the applicable health plan and governing law. Under COBRA, the Eligible Employee is required to pay the full cost for such coverage plus a two-percent administrative fee. If an Eligible Employee experiences a Triggering Event before his or her WARN Notice Period (if applicable) expires, his or her COBRA rights begin when the WARN Notice Period expires.

If an Eligible Employee elects to exercise his/her applicable COBRA continuation rights under the Employer health plan, the Eligible Employee will only be required to pay the same share of the applicable premium that would apply if he or she were participating in the plan as an active employee. This Employer-subsidized premium continues for a period lasting as long as the Eligible Employee would be entitled to receive regular (i.e., not Change in Control) severance pay under this Plan (as described in the middle column on the previous page) if severance pay were not paid in a lump sum, limited to a maximum period of six (6) months. Even if the Eligible Employee is entitled to Change in Control severance pay, the Employer-subsidized premium described in this Section 5.3 will stop after (i) the period that applies to regular severance pay, or (ii) six (6) months, whichever period is shorter. Any partial month will be rounded up to the next whole month. After the Employer-subsidized premium period ends, the Eligible Employee shall be required to pay the full applicable COBRA premium.

All of the terms and conditions of an Employer-sponsored medical and dental benefit plans, as amended from time to time, shall be applicable to an Eligible Employee (and his/her eligible dependents, if applicable) participating in any form of continuation coverage under a Employer-sponsored medical and dental benefit plans. This Plan is not to be interpreted to expand an Eligible Employee's health care continuation rights under COBRA.

(b)Career Transition Assistance. A career transition assistance firm selected and paid for by an Employer shall provide career transition assistance. An Eligible Employee must begin the available career transition assistance services within sixty (60) days following his/her Severance Date.

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Subject to the limitations set forth above, career transition assistance shall be provided in accordance with the following table:

Employment Classification	Career Transition Services
Band I	QuickLaunch or reasonably equivalent program.
Band II	One month Powerstart Program or reasonable equivalent.
Band III	Three-month executive program.
Band IV	Six-month executive program.
Band V	Nine-month executive program.
Band VI	Twelve-month executive program.
Executive Employee	Key Executive Program.

(c)Severance Reduction for WARN Notice Period. If the Employer is required to provide advance notice to an Eligible Employee of a "plant closing" or "mass layoff" under the WARN Act, and the Eligible Employee (i) is placed on a paid leave of absence during the WARN Notice Period (or any portion thereof) or, (ii) receives wages and benefits under Sections 4.1 and 4.2 through the end of the WARN Notice Period, the Employer shall offset against the Eligible Employee's severance pay and benefits described above the amount of pay and benefits the Eligible Employee received under Sections 4.1 and 4.2. Under Section 5.2, this means the Weeks of Pay that would otherwise apply are reduced by each Week of Pay the Eligible Employee received during the WARN Notice Period. Partial weeks are prorated. Likewise, under Section 5.3, the period of Employer-subsidized health coverage is reduced by the time during which the Eligible Employee received health coverage during the WARN Notice Period.

5.4   Taxes.

(a)Parachute Gross-Up Payment. This Section 5.4 shall apply only if an Executive Employee experiences a Triggering Event within two (2) years following a Change in Control and the Eligible Employee was an Employee at the time of the Change in Control. If it is determined that the pay and benefits under this Plan and any other plan or arrangement of an Employer (the "Total Payments") constitute a "parachute payment" (within the meaning of Section 280G of the Internal Revenue Code (the "Code") that would be subject to the excise tax imposed by Code Section 4999 or any interest or penalties with respect to such excise tax (such excise tax and any such interest or penalties are collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount calculated to ensure that after the Executive Employee pays all taxes (and any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments.

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(b)Determination by Accountant. All determinations and calculations required to be made under this Section 5.4 shall be made by an independent accounting firm selected by the Executive Employee from among the largest five accounting firms in the United States (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and any other relevant matter, to the Executive Employee and the Company within ten (10) business days after the Executive Employee or the Company made the request (if the Executive Employee reasonably believes that any of the Total Payments may be subject to the Excise Tax). If the Accounting Firm determines that no Excise Tax is payable by the Executive Employee, it shall furnish the Executive Employee with a written statement that it has concluded that no Excise Tax is payable (including reasons therefor) and that the Executive Employee has substantial authority not to report any Excise Tax on his federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive Employee within ten (10) business days after the Determination has been delivered to the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive Employee, absent manifest error.

(c)Over - and Underpayments. As a result of uncertainty in the application of Code Section 4999 at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments not made by the Company should have been made ("Underpayments") or that Gross-Up Payments will have been made by the Company that should not have been made ("Overpayments"). In either event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the case of an Underpayment, the Company shall promptly pay the amount of such Underpayment to the Executive Employee or for his benefit. In the case of an Overpayment, the Executive Employee shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment, provided, however, that (i) the Executive Employee shall in no event be obligated to return to the Company an amount greater than the net after-tax portion of the Overpayment that the Executive Employee has retained or has recovered as a refund from the applicable taxing authorities and (ii) this provision shall be interpreted in a manner consistent with the intent of subsection (a) above, which is to make the Executive Employee whole, on an after-tax basis, from the application of the Excise Tax, it being understood that the correction of an Overpayment may result in the Executive Employee's repaying to the Company an amount that is less than the Overpayment.

(d)Limitation on Parachute Payments. Any other provision of this Section 5.4 notwithstanding, if the Excise Tax could be avoided by reducing the Total Payment by ten percent (10%) or less, then the Total Payments shall be reduced to the extent necessary to avoid the Excise Tax and no Gross-Up Payment shall be made. If the Accounting Firm determines that the Total Payments are to be reduced under the preceding sentence, then the Company shall

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promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. The Executive Employee may then elect, in his sole discretion, which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and the Executive Employee shall advise the Company in writing of his election within ten (10) days of receipt of notice. If the Executive Employee makes no such election within such ten (10)-day period, then the Company may elect which and how much of the Total Payments are to be eliminated or reduced (as long as after such election no Excise Tax shall be payable), and it shall notify the Executive Employee promptly of such election.

ARTICLE VI

WAIVER AND RELEASE AGREEMENT

In order to receive the severance pay and severance benefits available under the Plan, an Eligible Employee must submit a signed Waiver and Release Agreement form to the Plan Administrator on or within forty-five (45) days after his/her Severance Date or receipt of the Waiver and Release Agreement, whichever occurs later. The required Waiver and Release Agreement form is attached to the Summary Plan Description as Attachment III and may be revised by the Company at any time. An Eligible Employee may revoke his/her signed Waiver and Release Agreement within seven (7) days of his/her signing the Waiver and Release Agreement.

Any such revocation must be made in writing and must be received by the Plan Administrator within such seven-(7) day period. An Eligible Employee who timely revokes his/her Waiver and Release Agreement shall not be eligible to receive any severance pay or severance benefits under the Plan, except as provided in Article IV. An Eligible Employee who timely submits a signed Waiver and Release Agreement form and who does not exercise his/her right of revocation shall be eligible to receive severance pay and severance benefits under the Plan.

Eligible Employees shall be advised to contact their personal attorney at their own expense to review the Waiver and Release Agreement form if they so desire.

ARTICLE VII

PLAN ADMINISTRATION

The Company shall designate a committee to serve as the "Plan Administrator" of the Plan and the "named fiduciary" within the meaning of such terms as defined in ERISA. The Plan Administrator shall have full power and discretionary authority to determine eligibility for Plan severance pay and severance benefits and to construe the terms of the Plan, including, but not limited to, the making of factual determinations, the determination of all questions concerning benefits and procedures for claim review and the resolution of all other questions arising under the Plan. Severance pay and severance benefits under the Plan will be payable only if the Plan Administrator determines in the Plan Administrator's discretion that the Eligible

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Employee is entitled to them. The decisions of the Plan Administrator shall be final and conclusive with respect to all questions concerning the administration of this Plan.

The Plan Administrator may delegate to other persons responsibilities for performing certain of the duties of the Plan Administrator under the terms of this Plan and may seek such expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan. The Plan Administrator shall be entitled to rely upon the information and advice furnished by such delegatees and experts, unless actually knowing such information and advice to be inaccurate or unlawful. The Plan Administrator shall establish and maintain a reasonable claims procedure, including a procedure for appeal of denied claims. The Plan Administrator has discretionary authority to grant or deny benefits under this Plan. In no event shall an Eligible Employee or any other person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeals procedures established under this Plan have been complied with and exhausted.

In the event of a group termination, as determined in the sole discretion of the Plan Administrator, the Plan Administrator shall furnish affected Eligible Employees with such additional information as may be required by law.

ARTICLE VIII

PROCEDURES FOR MAKING AND APPEALING

CLAIMS FOR PLAN BENEFITS

8.1.Claim for Benefits. It is not necessary that an Eligible Employee apply for severance pay and severance benefits under the Plan. However, if an Eligible Employee wishes to file a claim for severance pay and severance benefits, such claim must be in writing and filed with the Plan Administrator. If the Eligible Employee does not provide all the necessary information for the Plan Administrator to process the claim, the Plan Administrator may request additional information and set deadlines for the Eligible Employee to provide that information. Within ninety (90) days after receiving a claim, the Plan Administrator will:

(a)   either accept or deny the claim completely or partially; and

(b)   notify the claimant of acceptance or denial of the claim.

8.2.Benefits Review. If the claim is completely or partially denied, the Plan Administrator will furnish a written notice to the claimant containing the following information:

(a)   specific reasons for the denial;

(b)   specific references to the Plan provisions on which any denial is based;

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(c)   a description of any additional material or information that must be provided by the claimant in order to support the claim and an explanation of why such material or information is necessary; and

(d)   an explanation of the Plan's appeal procedures which shall also include a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following a denial of the claim upon review.

8.3.Appeal of Denied Claim. A claimant may appeal the denial of his/her claim and have the Plan Administrator reconsider the decision. The claimant or the claimant's authorized representative has the right to:

(a)   request an appeal by written request to the Plan Administrator not later than sixty (60) days after receipt of notice from the Plan Administrator denying his claim;

(b)   review or receive copies, upon request and free of charge, any documents, records or other information "relevant" (within the meaning of Department of Labor Regulation 2560.503-1(m)(8)) to the claimant's claim; and

(c)   submit written comments, documents, records and other information relating to his or her claim.

In deciding a claimant's appeal the Plan Administrator shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If the claimant does not provide all the necessary information for the Plan Administrator to decide the appeal, the Plan Administrator may request additional information and set deadlines for the claimant to provide that information.

The Plan Administrator will make a decision with respect to such an appeal within sixty (60) days after receiving the written request for such appeal or, in special circumstances, within one-hundred twenty (120) days after receiving the written request for such appeal. The claimant will be advised of the Plan Administrator's decision on the appeal in writing. The notice will set forth (1) the specific reasons for the decision, (2) specific reference to Plan provisions upon which the decision on the appeal is based, (3) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the claimant's claim, and (4) a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following a wholly or partially denied claim for benefits.

In no event shall a claimant or any other person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeal procedures described above have been complied with and exhausted.

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ARTICLE IX

AMENDMENT/TERMINATION/VESTING

Eligible Employees do not have any vested right to severance pay and/or severance benefits under the Plan and the Company reserves the right, in its sole discretion, to amend or terminate the Plan at any time in writing, signed by an authorized officer of the Company, provided, however, that (i) no amendment nor termination shall reduce severance pay or severance benefits attributable to a Triggering Event that occurs prior to the date the Plan terminates, and (ii) any amendment or termination that becomes effective after a Change in Control shall not adversely affect the rights of any Eligible Employee compared with such Eligible Employee's rights if his or her employment terminated effective immediately before such amendment or termination became effective.

The Plan shall be effective only with respect to Triggering Events that occur on or before December 31, 2007. The Company may extend the Plan in its sole discretion.

ARTICLE X

NO ASSIGNMENT

Severance pay and severance benefits payable under the Plan shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien, or charge, and any attempt to cause such severance pay and severance benefits to be so subjected shall not be recognized, except to the extent required by law.

ARTICLE XI

CONFIDENTIAL INFORMATION/COOPERATION

Recognizing that the disclosure or improper use of such Confidential Information will cause serious and irreparable injury to an Employer, Eligible Employees with such access acknowledge that (i) they will not at any time, directly or indirectly, disclose Confidential Information to any third party or otherwise use such Confidential Information for their own benefit or the benefit of others and (ii) payment of severance pay and severance benefits under the Plan shall cease if an Eligible Employee discloses or improperly uses such Confidential Information. Any Eligible Employee subject to an individual confidentiality agreement or proprietary rights agreement with an Employer or any Affiliate will be deemed to violate the terms of this Article XI if he or she violates the terms of the individual confidentiality agreement or proprietary rights agreement.

Subject to the terms of the Waiver and Release Agreement, each Eligible Employee shall cooperate with any Employer and its legal counsel in connection with any current or future investigation or litigation relating to any matter to which the Eligible Employee was involved or of which the Eligible Employee has knowledge or which occurred during the Eligible Employee's employment. Such assistance shall include, but not be limited to, depositions and

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testimony and shall continue until such matters are resolved. In addition, an Eligible Employee shall not in any way disparage any Employer nor any person associated with an Employer to any person, corporation, or other entity.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1.Return of Property. In order for an Eligible Employee to commence receiving severance pay and severance benefits under the Plan, (i) he/she shall be required to return all Employer property (including, but not limited to, Confidential Information, client lists, keys, credit cards, documents and records, identification cards, equipment, laptop computers, software, and pagers), and (ii) repay any outstanding bills, advances, debts, amounts due to an Employer, as of his/her Severance Date.

All pay and other benefits (except Plan severance pay and severance benefits) payable to an Eligible Employee as of his/her Severance Date according to the established policies, plans, and procedures of the Employer shall be paid in accordance with the terms of those established policies, plans and procedures. In addition, any benefit continuation or conversion rights which an Eligible Employee has as of his/her Severance Date according to the established policies, plans, and procedures of the Employer shall be made available to him/her.

12.2.Code Section 409A Compliance. It is the Company's intent that amounts paid under this Plan shall not constitute "deferred compensation" as that term is defined under Code Section 409A and the regulations promulgated thereunder. However, if any amount paid under this Plan is determined to be "deferred compensation" within the meaning of Code Section 409A and compliance with one or more of the provisions of this Plan causes or results in a violation of Code Section 409A, then such provision shall be interpreted or reformed in the manner necessary to achieve compliance with Code Section 409A, including but not limited to, the imposition of a six-month delay in payment to any "key employee" (as defined in Code Section 416(i)) following such key employee's date of termination which entitles him or her to a payment under this Plan.

12.3.Representations Contrary To The Plan. No employee, officer, or director of an Employer has the authority to alter, vary, or modify the terms of the Plan except by means of an authorized written amendment to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator, or an Employer.

12.4.No Employment Rights. This Plan shall not confer employment rights upon any person. No person shall be entitled, by virtue of the Plan, to remain in the employ of an Employer and nothing in the Plan shall restrict the right of an Employer to terminate the employment of any Eligible Employee or other person at any time.

Amended & Restated Severance Plan Document (January 1, 2006)

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12.5.Plan Funding. No Eligible Employee shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Company. Any severance pay, which becomes payable under the Plan is an unfunded obligation and shall be paid from the general assets of the Company. No employee, officer, director or agent of the Company personally guarantees in any manner the payment of Plan severance pay and severance benefits.

12.6.Applicable Law. This Plan shall be governed and construed in accordance with ERISA and in the event that any reference shall be made to State law, the laws of the State of Delaware shall apply, without regard to its conflicts of law provisions.

12.7.Severability. If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in full force and effect.

12.8.Recovery Of Payments Made By Mistake. An Eligible Employee shall be required to return to the Company any severance pay payment and any severance benefits payment, or portion thereof, made by a mistake of fact or law.

ATHENA NEUROSCIENCES, INC.

By:______________________________

Its:_______________________________

Amended & Restated Severance Plan Document (January 1, 2006)

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Elan U.S.

Severance Plan

Attachment A

For purposes of this Plan, "Employer" means Athena Neurosciences, Inc. and each of the following Affiliates to the extent each remains and Affiliate (including wholly-owned subsidiaries of these Affiliates):

1.   Elan Pharmaceuticals, Inc.

2.   Elan Drug Delivery, Inc.

3.   Elan Holdings, Inc.