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Royalty Pharma Statement Regarding Elan Proposal
Date:3/6/2013

1)Elan Share;

 "Elan Group"

Elan and each of its subsidiaries and subsidiary undertakings;

 "Elan Shareholders"

the registered holders of Elan Shares and the holders of Elan ADS's; "Elan

Shareholder" means any of such holders;

 "Elan Shares"

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"

Jazz Pharmaceuticals plc;

 "J.P. Morgan"

J.P. Morgan Securities LLC;

 "Large Cap Biotech

Companies"

 

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;

 "Possible Offer"

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;

 "Pre-Restructuring

Tysabri Participation"

Elan's interest in Tysabri through a 50/50 collaboration with Biogen prior to the Tysabri

Transaction;

 "Proposal"

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;

 "Proposal

Announcement"

 

the announcement made by Royalty Pharma on February 25, 2013 stating its Proposal;"Proposal Enterprise

Value"

the enterprise value of Elan implied by the Proposal, calculated by Royalty Pharma in

accordance with Appendix VI;

 "Proposal Price"

the US$11 for each Elan Share and Elan ADS referred t
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SOURCE RP Management, LLC
Copyright©2012 PR Newswire.
All rights reserved

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