AMENDED AND RESTATED DEPOSIT AGREEMENT by and among ELAN CORPORATION, PLC AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of ______________, 2012Deposit Agreement • December 27th, 2011 • Citibank,N.A./ADR • American depositary receipts • New York
Contract Type FiledDecember 27th, 2011 Company Industry JurisdictionAMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 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).