0000950162-09-000387 Sample Contracts

Elan Corporation, plc Treasury Building Lower Grand Canal Street Dublin 2, Ireland
Letter Agreement • September 29th, 2009 • Elan Corp PLC • Pharmaceutical preparations • New York

This letter agreement (this “Letter Agreement”) sets forth the mutual understanding and agreements by and among Elan Corporation, plc, a public limited company organized under the laws of Ireland (the “Company”), Jack W. Schuler, an individual (“Mr. Schuler”), Vaughn D. Bryson, an individual (“Mr. Bryson” and, together with Mr. Schuler, the “Nominees”), and Crabtree Partners L.L.C., an Illinois limited liability company (“Crabtree”), in respect of, among other things, the appointment of the Nominees as directors of the Company. Crabtree, Mr. Schuler and Mr. Bryson are referred to herein collectively as the “Crabtree Group” and individually as a “member” of the Crabtree Group.

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CONSULTING AGREEMENT
Consulting Agreement • September 29th, 2009 • Elan Corp PLC • Pharmaceutical preparations • California

This CONSULTING AGREEMENT (“Agreement”) is made by and between Richard D. Pilnik, an individual, with an address of 7975 N. Illinois Street, Indianapolis, IN 46260 (“Consultant”) and Elan Pharmaceuticals, Inc., a Delaware corporation with an address of 800 Gateway Boulevard, South San Francisco, California 94080 (“Elan”), and is effective as of December 16, 2008 (the “Effective Date”).

CONSULTING AGREEMENT
Consulting Agreement • September 29th, 2009 • Elan Corp PLC • Pharmaceutical preparations • California

This Consulting Agreement (the “Agreement”) is made by and between Dennis J. Selkoe, M.D. (“Consultant”), an individual with an address of Center for Neurologic Diseases, Harvard Medical School, Brigham and Women’s Hospital, 77 Avenue Louis Pasteur, HIM 730, Boston, MA 02115, and Elan Pharmaceuticals, Inc., a Delaware corporation with an address of 800 Gateway Boulevard, South San Francisco, California 94080 (“Elan”), and is effective as of July 1, 2009 (“Effective Date”).

AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT
Employment Agreement • September 29th, 2009 • Elan Corp PLC • Pharmaceutical preparations

THIS AMENDMENT, dated as of June 15, 2009, among Elan Pharmaceuticals, Inc., a Delaware corporation (the “Employer”), Elan Corporation, plc, an Irish public limited company (the “Parent,” together with the Employer, the “Company”) and Dr. Carlos Paya (the “Executive”).

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