SHAREHOLDER’S AGREEMENT BY AND AMONG ELAN CORPORATION, PLC ELAN SCIENCE THREE LIMITED AND ALKERMES, PLC DATED AS OF [•], 2011Shareholder Agreement • May 9th, 2011 • Elan Corp PLC • Pharmaceutical preparations
SHAREHOLDER’S AGREEMENT, dated as of [•], 2011 (this “Agreement”), by and among Alkermes, plc, a public limited company incorporated in Ireland (registered number [•]), whose registered address is [•] (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 Monksland, Athlone, Co. Westmeath, Ireland (the “Shareholder”).
BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER BY AND AMONG ELAN CORPORATION, PLC, ANTLER SCIENCE TWO LIMITED, ELAN SCIENCE FOUR LIMITED, EDT PHARMA HOLDINGS LIMITED, EDT US HOLDCO INC., ANTLER ACQUISITION CORP., AND ALKERMES, INC. DATED AS OF MAY...Business Combination Agreement • May 9th, 2011 • Elan Corp PLC • Pharmaceutical preparations • New York
THIS BUSINESS COMBINATION AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of May 9, 2011, is by and among 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 (“Elan”), Antler Science Two Limited, a private limited company incorporated in Ireland (registered number 498284) whose registered address is 25/28 North Wall Quay, Dublin 1, Ireland and which, immediately prior to the Closing, shall be a wholly owned indirect subsidiary of Elan (“New Alkermes”), Elan Science Four Limited, a private limited company incorporated in Ireland (registered number 476691) whose registered address is Monksland, Athlone Co., Westmeath, Ireland, and which, immediately prior to the Closing, shall be a wholly owned direct subsidiary of New Alkermes (“Holdco”), EDT Pharma Holdings Limited, a private limited company incorporated in Ireland (registered number 448848)
