Elan and each of its subsidiaries and subsidiary undertakings;
the registered holders of Elan Shares and the holders of Elan ADS's; "Elan
Shareholder" means any of such holders;
the ordinary shares of €0.05 each in the capital of Elan and "Elan Share" means any
one of them;"Elan Stock"
Elan Shares and/or Elan ADS's;
"Irish Takeover Rules"
the Irish Takeover Panel Act 1997, Takeover Rules 2007 (as amended);
Jazz Pharmaceuticals plc;
J.P. Morgan Securities LLC;
"Large Cap Biotech
Amgen Inc., Biogen, Celgene Corporation and Gilead Sciences, Inc.;"Offer Period"
the period commencing on the date of the Proposal Announcement and ending on such
date as the Irish Takeover Panel may decide or the Irish Takeover Rules dictate;
an offer for Elan of US$11 for every Elan Share and every Elan ADS which Royalty
Pharma is proposing, on an indicative basis, to make;
Elan's interest in Tysabri through a 50/50 collaboration with Biogen prior to the Tysabri
an indicative proposal to enquire the entire issued and to be issued share capital of
Elan at a price of US$11 for every Elan Share and Elan ADS;
the announcement made by Royalty Pharma on February 25, 2013 stating its Proposal;"Proposal Enterprise
the enterprise value of Elan implied by the Proposal, calculated by Royalty Pharma in
accordance with Appendix VI;
the US$11 for each Elan Share and Elan ADS referred t
|SOURCE RP Management, LLC|
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