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

eet as at December 31, 2012 and are sourced from Elan's 20-F SEC filing on February 12, 2013 for the financial year ended December 31, 2012. This calculation has been amended from the calculation included in Appendix II of the Proposal Announcement to include the impact of the US$29.9 million funding provided to Janssen AI in January 2013 (after the end of Elan's last reported financial year).

All amounts contained within this document referred to by "US$" and "c" refer to the US dollar and US cents.

Any reference to "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992.

Any reference to "subsidiary" has the meaning given to it by Section 155 of the Irish Companies Act 1963, as amended.

Any references to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

Words importing the singular shall include the plural and vice versa and words supporting the masculine shall include the feminine or neuter gender.


[1] Net cash calculated in Appendix VI (including the Janssen AI funding commitment relating to bapineuzumab).

[2] Per Elan stock numbers in this section are based on 602.0 million fully diluted shares outstanding at the Proposal Price, as calculated in Appendix VI.

[3] 2020 being the time at which the primary U.S. patent relating to Tysabri and covering the relevant humanized antibody expires. Extracted from Elan's 20-F SEC filing on February 12, 2013 for the financial year ended December 31, 2012.

[4] Referenced in CallStreet transcript of the Tysabri Conference Call on February 6, 2013.

[5] On the basis of Elan's announcement of its results for the 2012 financial year made on February 6, 2013.

[6] US$60-80 million expected this year,
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SOURCE RP Management, LLC
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