AGREEMENT AND PLAN OF MERGERMerger Agreement • December 24th, 1997 • Elan Corp PLC • Pharmaceutical preparations • Florida
August 13, 1999 Ligand Pharmaceuticals Incorporated 10275 Science Center Drive San Diego, California 92121 Attention: Paul V. Maier Ladies and Gentlemen: Reference is made to the Securities Purchase Agreement, dated as of November 6, 1998 (the...Securities Purchase Agreement • September 10th, 1999 • Elan Corp PLC • Pharmaceutical preparations • New York
ELAN CAPITAL CORP., LTD., as Issuer, ELAN CORPORATION, PLC, as Guarantor, and THE BANK OF NEW YORK, as Trustee INDENTURE ________________Indenture • November 12th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
EXECUTION COPY SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of January 7th, 2000, among RIBOZYME PHARMACEUTICALS, INC., a Delaware corporation (the "COMPANY"), and ELAN INTERNATIONAL SERVICES, LTD., a...Securities Purchase Agreement • January 21st, 2000 • Elan Corp PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • June 7th, 2012 • Elan Corp PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of February 3, 2012, by and among (i) ELAN CORPORATION, PLC, a company organized under the laws of the Republic of Ireland, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 11th, 1998 • Elan Corp PLC • Pharmaceutical preparations • Delaware
EXECUTION COPY -------------- SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of April 21, 1999, between CELTRIX PHARMACEUTICALS INC., a Delaware corporation (the "Company"), and ELAN INTERNATIONAL SERVICES,...Securities Purchase Agreement • September 2nd, 1999 • Elan Corp PLC • Pharmaceutical preparations • New York
CONSULTING AGREEMENT -------------------- This Consulting Agreement, made as of this the first day of July, 1986, is between ATHENA NEUROSCIENCES, INC., a Delaware corporation, (hereinafter "COMPANY"), having principal offices in care of Fairfield...Consulting Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • Massachusetts
as TRUSTEE 7 3/4% SENIOR FIXED RATE NOTES DUE 2011 AND SENIOR FLOATING RATE NOTES DUE 2011 INDENTUREIndenture • November 19th, 2004 • Elan Corp PLC • Pharmaceutical preparations • New York
VOTING AGREEMENTVoting Agreement • May 11th, 1998 • Elan Corp PLC • Pharmaceutical preparations • Delaware
Exhibit 99.1 REGISTRATION RIGHTS AGREEMENT Dated November 16, 2004Registration Rights Agreement • November 24th, 2004 • Elan Corp PLC • Pharmaceutical preparations • New York
EX. 4(a)(3) =================================================================== ============= AMENDED AND RESTATED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
EXECUTION COPY AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT, dated as of this 3rd day of December, 2004, by and among ELAN PHARMACEUTICALS, INC., a Delaware corporation (the "Employer"), and ELAN CORPORATION, PLC, an Irish...Employment Agreement • August 16th, 2005 • Elan Corp PLC • Pharmaceutical preparations
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • Delaware
VOTING AGREEMENTVoting Agreement • December 24th, 1997 • Elan Corp PLC • Pharmaceutical preparations • Florida
ANDDevelopment, License and Supply Agreement • September 11th, 2000 • Elan Corp PLC • Pharmaceutical preparations • New York
ARTICLE 1 PURCHASE AND SALE OF NOTES AND WARRANT AND CONVERSIONNote Purchase and Warrant Agreement • May 19th, 1998 • Elan Corp PLC • Pharmaceutical preparations • New York
RECITALSStock Purchase Agreement • November 12th, 1998 • Elan Corp PLC • Pharmaceutical preparations • California
LEASE AGREEMENTLease Agreement • February 12th, 2013 • Elan Corp PLC • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (“Lease”) is made as of this 16th day of May, 2012, between ARE-TECH SQUARE, LLC, a Delaware limited liability company (“Landlord”), and ELAN PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
RECITALSCommon Stock Purchase Agreement • August 17th, 1999 • Elan Corp PLC • Pharmaceutical preparations • Delaware
ELAN CORPORATION, plc 2006 LONG TERM INCENTIVE PLAN (2009 AMENDMENT AND RESTATEMENT) NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations
By signing the cover sheet of this Agreement, you agree to all of the terms and conditions described above and in the Plan and evidence your acceptance of the powers of the Committee of the Board of Directors of the Company that administers the Plan.
ANTEGRENDevelopment and Marketing Collaboration Agreement • September 4th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
SHAREHOLDER’S AGREEMENT BY AND AMONG ELAN CORPORATION, PLC ELAN SCIENCE THREE LIMITED AND ALKERMES, PLC DATED AS OF SEPTEMBER 16, 2011Shareholder Agreement • February 23rd, 2012 • Elan Corp PLC • Pharmaceutical preparations
SHAREHOLDER’S AGREEMENT, dated as of September 16, 2011 (this “Agreement”), by and among Alkermes, plc, a public limited company incorporated in Ireland (registered number 498284), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Company”), Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Shareholder Parent”), and Elan Science Three Limited, a private limited company incorporated in Ireland (registered number 477401) and a wholly-owned Subsidiary (as defined below) of Shareholder Parent, whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENT Dated August 17, 2010 among ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, CERTAIN SUBSIDIARY GUARANTORS and MORGAN STANLEY & CO. INCORPORATED, CITIGROUP GLOBAL MARKETS INC. AND J & E DAVYRegistration Rights Agreement • December 13th, 2010 • Elan Corp PLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into August 17, 2010, among ELAN FINANCE PUBLIC LIMITED COMPANY, a public limited company incorporated and registered under the laws of Ireland and ELAN FINANCE CORP., a Delaware corporation (each, a co-issuer, and together, the “Issuer”), ELAN CORPORATION, PLC, a public limited company incorporated and registered under the laws of Ireland (the “Company”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”, and together with the Company, the “Guarantors”) and MORGAN STANLEY & CO. INCORPORATED, CITIGROUP GLOBAL MARKETS INC. AND J & E DAVY (the “Initial Purchasers”).
Conformed Copy ================================================================ ================ ELAN CORPORATION, PLC U.S. $450,000,000 9.56% Guaranteed Notes due June 28, 2004 GUARANTEE AGREEMENT Dated as of June 28, 2000 TABLE OF CONTENTSGuarantee Agreement • November 7th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
ELAN CORPORATION, plc 2006 LONG-TERM INCENTIVE PLAN (2009 AMENDMENT AND RESTATEMENT) NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • February 26th, 2009 • Elan Corp PLC • Pharmaceutical preparations
• Irrevocable directions to a securities broker approved by the Company to sell your Option Shares and to deliver all or a portion of the sale proceeds to the Company in payment of the exercise price. (The balance of the sale proceeds, if any, less withholding taxes, will be delivered to you.) The directions must be given by signing a special “Notice of Exercise” form provided by the Company.
ELAN CORPORATION, plc AND THE BANK OF NEW YORK, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of May 17, 1996 As Further Amended and Restated as of _________, 2003Deposit Agreement • November 12th, 2003 • Elan Corp PLC • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of May 17, 1996, as further amended and restated as of ___________, 2003 among ELAN CORPORATION, plc incorporated under the laws of the Republic of Ireland (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and Holders from time to time of American Depositary Receipts issued hereunder amending and restating the Deposit Agreement dated as of January 4, 1984 among the Company, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, a New York corporation, and all Holders from time to time of American Depositary Receipts issued and hereunder as amended and restated as of July 9, 1990 among the Company, The Bank of New York and all Holders from time to time of American Depositary Receipts, and as further amended by Amendment No. 1 thereto dated as of July 31, 1990.
ROYALTY PARTICIPATION AGREEMENT between THERAVANCE, INC. and ELAN CORPORATION PLC Dated as of May 12, 2013 Article I DEFINITIONS AND INTERPRETATION Article II SALE OF BENEFICIAL INTERESTRoyalty Participation Agreement • May 17th, 2013 • Elan Corp PLC • Pharmaceutical preparations • New York
ROYALTY PARTICIPATION AGREEMENT, dated as of May 12, 2013 (this "Agreement"), between THERAVANCE, INC., a Delaware corporation ("Seller"), and ELAN CORPORATION PLC, an Irish public limited company ("Purchaser"; and each of Seller and Purchaser, a "Party" and together, the "Parties").
REGISTRATION RIGHTS AGREEMENT Dated October 1, 2012 among ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, CERTAIN SUBSIDIARY GUARANTORS and MORGAN STANLEY & CO. LLCRegistration Rights Agreement • October 4th, 2012 • Elan Corp PLC • Pharmaceutical preparations • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into October 1, 2012, among ELAN FINANCE PUBLIC LIMITED COMPANY, a public limited company incorporated and registered under the laws of Ireland and ELAN FINANCE CORP., a Delaware corporation (each, a co-issuer, and together, the “Issuer”), ELAN CORPORATION, PLC, a public limited company incorporated and registered under the laws of Ireland (the “Company”), the subsidiary guarantors listed on the signature pages hereto (the “Subsidiary Guarantors”, and together with the Company, the “Guarantors”) and MORGAN STANLEY & CO. LLC, as representative of the several Initial Purchasers named in Schedule I hereto (the “Representative”).
Dated 28 July 2013 ELAN CORPORATION, PLC and PERRIGO COMPANY EXPENSES REIMBURSEMENT AGREEMENT A&L GoodbodyExpenses Reimbursement Agreement • July 30th, 2013 • Elan Corp PLC • Pharmaceutical preparations
Alkermes plc 21,000,000 Ordinary Shares1 ($0.01 nominal value per share) Underwriting AgreementUnderwriting Agreement • March 13th, 2012 • Elan Corp PLC • Pharmaceutical preparations • New York
Elan Science Three Limited (the “Selling Shareholder”), a private limited company incorporated under the laws of Ireland (registered number 477401), proposes to sell, subject to the terms and conditions stated herein, to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the beneficial interest in 21,000,000 ordinary shares, $0.01 nominal value per share (“Ordinary Shares”) of Alkermes plc, a public limited company incorporated under the laws of Ireland (registered number 498284) (the “Company”) (said shares to be sold by the Selling Shareholder being hereinafter called the “Underwritten Securities”). The Selling Shareholder also proposes to grant to the Underwriters an option to purchase up to 3,150,000 additional Ordinary Shares (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To
ELAN FINANCE PUBLIC LIMITED COMPANY, ELAN FINANCE CORP., ELAN CORPORATION, PLC, The SUBSIDIARY NOTE GUARANTORS Party Hereto AND THE BANK OF NEW YORK MELLON, as TRUSTEE AND THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as...Indenture • December 13th, 2010 • Elan Corp PLC • Pharmaceutical preparations • New York
INDENTURE, dated as of August 17, 2010, among Elan Finance public limited company, a public limited liability company incorporated and registered under the laws of Ireland and Elan Finance Corp., a Delaware corporation, as co-issuers (together, the “Issuers”), Elan Corporation, plc as a guarantor of the Notes (the “Company”), the Subsidiary Note Guarantors party hereto, The Bank of New York Mellon, a New York banking corporation, London Branch, as Trustee (the “Trustee”) and The Bank of New York Mellon (Luxembourg) S.A., a corporation incorporated under the laws of Luxembourg.
Private & Confidential 1st January, 2007Employment Agreement • February 28th, 2007 • Elan Corp PLC • Pharmaceutical preparations
Dated 11 March 2013 ELAN CORPORATION PLC ANDDeed of Covenant • March 11th, 2013 • Elan Corp PLC • Pharmaceutical preparations
ADS means an American depositary share, each representing one Ordinary Share, evidenced by ADRs, issued by Citibank N.A., as depositary, pursuant to a deposit agreement dated 3 February 2012;
Dated 19 May 2013 ELAN PHARMA international limited and nerano pharma limited TRANSACTION AGREEMENT relating to the formation of speranza therapeutics limted (the Company) and related matters A&L GoodbodyTransaction Agreement • May 28th, 2013 • Elan Corp PLC • Pharmaceutical preparations
In consideration of the sum of €1.00 this day paid by Nerano to EPIL (the receipt and adequacy of which is hereby acknowledged) IT IS HEREBY AGREED as follows:
