ELAN CORPORATION, plc 2006 LONG TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENTElan Corp PLC • February 28th, 2008 • 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.
ELAN U.S. Severance Plan Effective March 1, 2001 and Amended and Restated as of January 1, 2008Elan Corp PLC • February 28th, 2008 • Pharmaceutical preparations • Delaware
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, August 15, 2004 and January 1, 2006. By this instrument, the Company hereby amends and restates the Plan, effective January 1, 2008. The Plan shall be binding on any successor to all or substantially all of the Company’s assets or business.
ContractElan Corp PLC • February 28th, 2008 • Pharmaceutical preparations
This action is a significant improvement for you as, prior to this amendment, for the acceleration of vesting and extension of the period of time to exercise your stock options to occur, your termination without Cause or resignation for Good Reason had to occur within the two year period following a Change in Control of the Company (as defined in your grant agreements).
ELAN CORPORATION, PLC Limited Group of EVP+ and Certain SVPs Restricted Stock Unit AgreementRestricted Stock Unit Agreement • February 28th, 2008 • Elan Corp PLC • Pharmaceutical preparations
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree that the following terms shall apply to the award.
ELAN CORPORATION, plc 2006 LONG-TERM INCENTIVE PLAN NONSTATUTORY STOCK OPTION AGREEMENTElan Corp PLC • February 28th, 2008 • 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.
New York, NY 10022 T (212) 407-5748 F (212) 755-2947Letter Agreement • February 28th, 2008 • Elan Corp PLC • Pharmaceutical preparations
This letter agreement (“Agreement”) confirms the arrangements agreed upon by you and Elan Pharmaceuticals, Inc. (the “Company”) and sets forth the terms and conditions of your involuntary termination of employment as EVP & President, Global Research & Development on December 31, 2007 (“Severance Date”). The Agreement supersedes and replaces any and all severance-related payments or benefits under any documents as well as any oral or written agreements including but not limited to your November 20, 2000 offer letter and the Elan U.S. Severance Plan. Upon your execution of this Agreement (and you not later revoking the waiver and release (“Waiver”) that is part of this Agreement), the Company shall provide you the payments and benefits set forth below. Notwithstanding the foregoing, any benefits which become payable under this Agreement shall be paid only after the seven (7) day revocation period for a signed Waiver has passed without revocation. To accept the terms and conditions set fo
RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT by and among AMERICAN HOME PRODUCTS CORPORATION acting through AMERICAN HOME PRODUCTS CORPORATION’S WYETH-AYERST LABORATORIES DIVISION, and NEURALAB LIMITED March 17, 2000 CONFIDENTIAL INFORMATION...Development and Commercialization Agreement • February 28th, 2008 • Elan Corp PLC • Pharmaceutical preparations • New York
THIS RESEARCH, DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is entered into on this 17th day of March, 2000, by and among American Home Products Corporation, a Delaware corporation, together with Affiliates of American Home Products Corporation, acting through American Home Products Corporation’s Wyeth-Ayerst Laboratories Division (collectively, “AHPC”) and Neuralab Limited, a Bermuda private limited company (“NEURALAB”). AHPC and ELAN (as defined below) may each be referred to herein individually as a “Party” and collectively as the “Parties”.
