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Elan Corp PLC – ‘20-F’ for 12/31/12 – ‘EX-4.(C)(31)’

On:  Tuesday, 2/12/13, at 4:11pm ET   ·   For:  12/31/12   ·   Accession #:  1193125-13-51673   ·   File #:  1-13896

Previous ‘20-F’:  ‘20-F/A’ on 6/27/12 for 12/31/11   ·   Next & Latest:  ‘20-F/A’ on 6/28/13 for 12/31/12   ·   9 References:   By:  Perrigo Co. plc – ‘10-K’ on 2/27/24 for 12/31/23 By:  Perrigo Co. plc – ‘10-K’ on 2/28/23 for 12/31/22 By:  Perrigo Co. plc – ‘10-K’ on 3/1/22 for 12/31/21 By:  Perrigo Co. plc – ‘10-K’ on 3/1/21 for 12/31/20 By:  Perrigo Co. plc – ‘8-K’ on / for 2/3/21 By:  SEC – ‘UPLOAD’ on 7/12/13 By:  SEC – ‘UPLOAD’ on 6/21/13 By:  SEC – ‘UPLOAD’ on 5/31/13 By:  SEC – ‘UPLOAD’ on 4/25/13 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/12/13  Elan Corp PLC                     20-F       12/31/12  204:29M                                    Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   2.90M 
 2: EX-4.(B)(3)  Instrument Defining the Rights of Security         HTML    251K 
                Holders                                                          
 3: EX-4.(B)(4)  Instrument Defining the Rights of Security         HTML    255K 
                Holders                                                          
 4: EX-4.(B)(5)  Instrument Defining the Rights of Security         HTML    381K 
                Holders                                                          
 5: EX-4.(C)(31)  Instrument Defining the Rights of Security        HTML    490K 
                Holders                                                          
 6: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     60K 
 9: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     56K 
10: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     56K 
 7: EX-12.1     Statement re: Computation of Ratios                 HTML     59K 
 8: EX-12.2     Statement re: Computation of Ratios                 HTML     59K 
11: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML     56K 
136: R1          Document and Entity Information                     HTML     82K  
99: R2          Consolidated Statements Of Operations               HTML    150K 
126: R3          Statements Of Consolidated Comprehensive Income     HTML     90K  
144: R4          Consolidated Balance Sheets                         HTML    170K  
184: R5          Consolidated Balance Sheets (Parenthetical)         HTML     84K  
104: R6          Consolidated Statements Of Changes In               HTML     92K  
                Shareholders' Equity                                             
125: R7          Consolidated Statements Of Cash Flows               HTML    236K  
90: R8          Description Of Business                             HTML     59K 
73: R9          Significant Accounting Policies                     HTML    132K 
186: R10         Revenue                                             HTML     68K  
146: R11         Segment Information                                 HTML     97K  
145: R12         Net Gain On Divestment Of Business                  HTML     56K  
156: R13         Other Net Charges                                   HTML     69K  
157: R14         Settlement Reserve Charge                           HTML     56K  
151: R15         Net Interest Expense                                HTML     77K  
160: R16         Equity Method Investments                           HTML    108K  
127: R17         Net Charge On Debt Retirement                       HTML     60K  
138: R18         Income Taxes                                        HTML    164K  
149: R19         Discontinued Operations                             HTML    244K  
203: R20         Net Income/(Loss) Per Share                         HTML     72K  
174: R21         Restricted Cash                                     HTML     58K  
116: R22         Assets Held For Sale                                HTML     61K  
148: R23         Accounts Receivable                                 HTML     60K  
121: R24         Investment Securities                               HTML     81K  
55: R25         Inventory                                           HTML     59K 
176: R26         Prepaid And Other Current Assets                    HTML     61K  
193: R27         Property, Plant And Equipment                       HTML     91K  
84: R28         Goodwill And Other Intangible Assets                HTML    105K 
83: R29         Other Assets                                        HTML     59K 
88: R30         Accrued And Other Current Liabilities, And Other    HTML     86K 
                Long-Term Liabilities                                            
89: R31         Long-Term Debt                                      HTML     79K 
92: R32         Share Capital                                       HTML     77K 
34: R33         Additional Paid In Capital                          HTML     57K 
170: R34         Accumulated Other Comprehensive Loss                HTML     65K  
112: R35         Separation And Distribution Of Prothena Business    HTML     72K  
117: R36         Pension And Other Employee Benefit Plans            HTML    164K  
64: R37         Share-Based Compensation                            HTML    165K 
202: R38         Fair Value Measurements                             HTML    104K  
18: R39         Leases                                              HTML     67K 
96: R40         Commitments And Contingencies                       HTML     59K 
182: R41         Litigation                                          HTML     64K  
60: R42         Related Parties                                     HTML    101K 
82: R43         Development And Marketing Collaboration Agreements  HTML     72K 
87: R44         Supplemental Guarantor Information                  HTML    557K 
100: R45         Subsequent Events                                   HTML     58K  
33: R46         Valuation And Qualifying Accounts And Reserves      HTML     71K 
71: R47         Significant Accounting Policies (Policies)          HTML    261K 
23: R48         Significant Accounting Policies (Tables)            HTML     56K 
180: R49         Revenue (Tables)                                    HTML     68K  
58: R50         Segment Information (Tables)                        HTML     99K 
173: R51         Other Net Charges (Tables)                          HTML     73K  
65: R52         Net Interest Expense (Tables)                       HTML     76K 
97: R53         Equity Method Investments (Tables)                  HTML     95K 
21: R54         Income Taxes (Tables)                               HTML    162K 
28: R55         Discontinued Operations (Tables)                    HTML    224K 
86: R56         Net Income/(Loss) Per Share (Tables)                HTML     68K 
42: R57         Assets Held For Sale (Tables)                       HTML     58K 
189: R58         Accounts Receivable (Tables)                        HTML     58K  
110: R59         Investment Securities (Tables)                      HTML     77K  
153: R60         Prepaid And Other Current Assets (Tables)           HTML     60K  
70: R61         Property, Plant And Equipment (Tables)              HTML     88K 
77: R62         Goodwill And Other Intangible Assets (Tables)       HTML    101K 
166: R63         Other Assets (Tables)                               HTML     60K  
161: R64         Accrued And Other Current Liabilities, And Other    HTML     91K  
                Long-Term Liabilities (Tables)                                   
115: R65         Long-Term Debt (Tables)                             HTML     73K  
164: R66         Share Capital (Tables)                              HTML     74K  
66: R67         Accumulated Other Comprehensive Loss (Tables)       HTML     62K 
122: R68         Separation And Distribution Of Prothena Business    HTML     62K  
                (Tables)                                                         
192: R69         Pension And Other Employee Benefit Plans (Tables)   HTML    163K  
26: R70         Share-Based Compensation (Tables)                   HTML    169K 
54: R71         Fair Value Measurements (Tables)                    HTML     96K 
98: R72         Leases (Tables)                                     HTML     62K 
40: R73         Related Parties (Tables)                            HTML     68K 
200: R74         Supplemental Guarantor Information (Tables)         HTML    554K  
62: R75         Description Of Business (Detail)                    HTML     63K 
45: R76         Significant Accounting Policies (Schedule Of        HTML     63K 
                Estimated Useful Lives Of Property, Plant And                    
                Equipment) (Detail)                                              
53: R77         Significant Accounting Policies (Narrative)         HTML    158K 
                (Detail)                                                         
30: R78         Revenue (Schedule Of Revenue From Business)         HTML     69K 
                (Detail)                                                         
36: R79         Revenue (Narrative) (Detail)                        HTML     58K 
141: R80         Segment Information (Schedule Of Revenue By Region  HTML     67K  
                (By Destination Of Customers)) (Detail)                          
50: R81         Segment Information (Schedule Of Total Assets By    HTML     62K 
                Region) (Detail)                                                 
190: R82         Segment Information (Schedule Of Segment            HTML     61K  
                Information On Property, Plant And Equipment By                  
                Region) (Detail)                                                 
94: R83         Segment Information (Schedule Of Goodwill And       HTML     60K 
                Other Intangible Assets By Region) (Detail)                      
150: R84         Segment Information (Schedule Of Segment            HTML     65K  
                Information By Major Customers) (Detail)                         
163: R85         Net Gain On Divestment Of Business (Narrative)      HTML     61K  
                (Detail)                                                         
47: R86         Other Net Charges (Schedule Of Other Net Charges)   HTML     83K 
                (Detail)                                                         
52: R87         Other Net Charges (Narrative) (Detail)              HTML    106K 
185: R88         Settlement Reserve Charge (Narrative) (Detail)      HTML     57K  
41: R89         Net Interest Expense (Schedule Of Net Interest      HTML     87K 
                Expenses) (Detail)                                               
143: R90         Equity Method Investments (Schedule Of Losses On    HTML     85K  
                Equity Method Investments) (Detail)                              
130: R91         Equity Method Investments (Narrative) (Detail)      HTML    128K  
168: R92         Equity Method Investments (Summarized Balance       HTML     76K  
                Sheet) (Detail)                                                  
129: R93         Equity Method Investments (Summarized Income        HTML     66K  
                Statement) (Detail)                                              
105: R94         Net Charge On Debt Retirement (Detail)              HTML     82K  
179: R95         Income Taxes (Schedule Of Provision For/(Benefit    HTML    100K  
                From) Income Taxes) (Detail)                                     
101: R96         Income Taxes (Narrative) (Detail)                   HTML    158K  
63: R97         Income Taxes (Schedule Of Effective Tax Rate        HTML    104K 
                Differs From Irish Tax Rate) (Detail)                            
118: R98         Income Taxes (Distribution Of Net Loss For          HTML     64K  
                Continuing Operations Before Provision For Income                
                Taxes By Geographical Area) (Detail)                             
111: R99         Income Taxes (Schedule Of Deferred Tax) (Detail)    HTML    107K  
85: R100        Income Taxes (Schedule Of Unused Tax Loss Carry     HTML     73K 
                Forwards) (Detail)                                               
204: R101        Income Taxes (Schedule Of Unrecognized Tax          HTML     75K  
                Benefits) (Detail)                                               
165: R102        Discontinued Operations (Narrative) (Detail)        HTML    148K  
128: R103        Discontinued Operations (Schedule Of Discontinued   HTML    126K  
                Income Statement Financial Information Relating To               
                Subsidiaries) (Detail)                                           
32: R104        Discontinued Operations (Schedule Of Discontinued   HTML     76K 
                Cash Flow Financial Information Relating To                      
                Subsidiaries) (Detail)                                           
181: R105        Discontinued Operations (Schedule Of Revenue From   HTML     64K  
                Tysabri) (Detail)                                                
191: R106        Discontinued Operations (Schedule Of Global         HTML     63K  
                In-Market Net Sales Of Tysabri) (Detail)                         
183: R107        Discontinued Operations (Schedule Of Revenue From   HTML     72K  
                Tysabri ROW) (Detail)                                            
123: R108        Discontinued Operations (Schedule Of Revenue From   HTML     57K  
                Tysabri ROW) (Parenthetical) (Detail)                            
43: R109        Discontinued Operations (Schedule Revenue From      HTML     74K 
                Subsidiaries) (Detail)                                           
155: R110        Discontinued Operations (Net Gain On Divestment Of  HTML     76K  
                EDT Business) (Detail)                                           
68: R111        Discontinued Operations (Other Net Gains And        HTML     75K 
                Charges From EDT Business) (Detail)                              
20: R112        Discontinued Operations (Schedule Of Calculation    HTML     70K 
                Of Net loss On Disposal) (Detail)                                
103: R113        Net Income/(Loss) Per Share (Detail)                HTML     87K  
95: R114        Restricted Cash (Detail)                            HTML     59K 
175: R115        Assets Held for Sale (Narrative) (Detail)           HTML     65K  
75: R116        Assets Held for Sale (Summary Of Major Classes Of   HTML     68K 
                Assets Presented As Held For Sale) (Detail)                      
195: R117        Accounts Receivable (Narrative) (Detail)            HTML     66K  
37: R118        Accounts Receivable (Schedule Of Customer Or        HTML     59K 
                Collaborator Accounts Who Contribute For More Than               
                10% Of Our Accounts Receivable) (Detail)                         
135: R119        Investment Securities (Schedule Of Current          HTML     72K  
                Investment Securities) (Detail)                                  
162: R120        Investment Securities (Narrative) (Detail)          HTML    118K  
25: R121        Investment Securities (Schedule Of Net Investment   HTML     81K 
                Losses/(Gains)) (Detail)                                         
131: R122        Inventory (Narrative) (Detail)                      HTML     57K  
119: R123        Prepaid And Other Current Assets (Schedule Of       HTML     66K  
                Prepaid And Other Current Assets) (Detail)                       
27: R124        Prepaid And Other Current Assets (Narrative)        HTML     57K 
                (Detail)                                                         
137: R125        Property, Plant And Equipment (Schedule Of          HTML     92K  
                Property, Plant And Equipment) (Detail)                          
199: R126        Property, Plant And Equipment (Narrative) (Detail)  HTML     66K  
38: R127        Goodwill And Other Intangible Assets (Schedule Of   HTML    109K 
                Goodwill And Other Intangible Assets) (Detail)                   
78: R128        Goodwill And Other Intangible Assets (Schedule Of   HTML     60K 
                Other Intangible Assets) (Detail)                                
169: R129        Goodwill And Other Intangible Assets (Narrative)    HTML     79K  
                (Detail)                                                         
197: R130        Goodwill And Other Intangible Assets (Schedule Of   HTML     71K  
                Expected Future Amortization Expense Of Current                  
                Other Intangible Assets) (Detail)                                
114: R131        Other Assets (Schedule Of Non-Current Other         HTML     62K  
                Assets) (Detail)                                                 
132: R132        Accrued And Other Current Liabilities, And Other    HTML    101K  
                Long-Term Liabilities (Schedule Of Accrued And                   
                Other Current Liabilities) (Detail)                              
39: R133        Accrued And Other Current Liabilities, And Other    HTML     57K 
                Long-Term Liabilities (Narrative) (Detail)                       
44: R134        Accrued And Other Current Liabilities, And Other    HTML     76K 
                Long-Term Liabilities (Schedule Of Other Long-Term               
                Liabilities) (Detail)                                            
102: R135        Accrued And Other Current Liabilities, And Other    HTML     80K  
                Long-Term Liabilities (Schedule Of Rollforward Of                
                Severance, Restructuring And Other Charges                       
                Accrual) (Detail)                                                
81: R136        Long-Term Debt (Schedule Of Long-Term Debt)         HTML     75K 
                (Detail)                                                         
158: R137        Long-Term Debt (Narrative) (Detail)                 HTML     88K  
107: R138        Share Capital (Schedule Of Authorized Share         HTML     61K  
                Capital) (Detail)                                                
74: R139        Share Capital (Schedule Of Authorized Share         HTML     61K 
                Capital) (Parenthetical) (Detail)                                
109: R140        Share Capital (Schedule Of Issued And Fully Paid    HTML     67K  
                Share Capital) (Detail)                                          
56: R141        Share Capital (Narrative) (Detail)                  HTML     63K 
19: R142        APIC Offset To Accumulated Deficit (Detail)         HTML     58K 
171: R143        Accumulated Other Comprehensive Loss (Schedule Of   HTML     75K  
                Accumulated OCI Net) (Detail)                                    
147: R144        Separation And Distribution Of Prothena Business    HTML     87K  
                (Narrative) (Detail)                                             
48: R145        Separation And Distribution Of Prothena Business    HTML     71K 
                (Summary Of Assets Transferred To Prothena)                      
                (Detail)                                                         
134: R146        Pension And Other Employee Benefit Plans            HTML    112K  
                (Narrative) (Detail)                                             
113: R147        Pension And Other Employee Benefit Plans (Schedule  HTML     94K  
                Of Changes In Projected Benefit Obligation)                      
                (Detail)                                                         
46: R148        Pension And Other Employee Benefit Plans (Schedule  HTML     97K 
                Of Changes In Plan Assets) (Detail)                              
49: R149        Pension And Other Employee Benefit Plans (Schedule  HTML     66K 
                Of Amounts Recognized In Consolidated Balance                    
                Sheet) (Detail)                                                  
152: R150        Pension And Other Employee Benefit Plans (Schedule  HTML     78K  
                Of Net Periodic Pension Cost) (Detail)                           
69: R151        Pension And Other Employee Benefit Plans (Schedule  HTML     64K 
                Of Weighted-Average Assumptions Used To Determine                
                Net Periodic Pension Cost And Benefit Obligation)                
                (Detail)                                                         
22: R152        Pension And Other Employee Benefit Plans (Schedule  HTML     72K 
                Of Average Life Expectancy In Years Of Current                   
                Pensioner Retiring) (Detail)                                     
124: R153        Pension And Other Employee Benefit Plans (Schedule  HTML     79K  
                Of Impact Of Changes In Principal Assumptions On                 
                Projected Benefit Obligation, Service Cost And Net               
                Periodic Pension Cost) (Detail)                                  
154: R154        Pension And Other Employee Benefit Plans (Schedule  HTML     60K  
                Of Weighted-Average Asset Allocations) (Detail)                  
31: R155        Pension And Other Employee Benefit Plans (Schedule  HTML     60K 
                Of Long-Term Asset Allocation Ranges) (Detail)                   
59: R156        Pension And Other Employee Benefit Plans (Schedule  HTML     64K 
                Of Expected Long-Term Rate Of Return On Assets)                  
                (Detail)                                                         
201: R157        Pension And Other Employee Benefit Plans (Schedule  HTML     76K  
                Of Fair Value Of Pension Plan Assets) (Detail)                   
67: R158        Pension And Other Employee Benefit Plans (Summary   HTML     60K 
                Of Changes In Fair Value Of Level 3 Pension Plan                 
                Assets) (Detail)                                                 
93: R159        Share-Based Compensation (Narrative) (Detail)       HTML    117K 
106: R160        Share-Based Compensation (Schedule Number Of        HTML     65K  
                Options Outstanding) (Detail)                                    
167: R161        Share-Based Compensation (Schedule Of Total         HTML    117K  
                Employee And Non-Employee Stock Options                          
                Outstanding Vested And Expected To Vest And                      
                Exercisable) (Detail)                                            
91: R162        Share-Based Compensation (Schedule Of Range Of      HTML     91K 
                Exercise Prices And Weighted-Average Remaining                   
                Contractual Life Of Outstanding And Exercisable                  
                Options) (Detail)                                                
188: R163        Share-Based Compensation (Schedule Of Fair Value    HTML     73K  
                Of Options Granted Using Weighted-Average                        
                Assumptions) (Detail)                                            
140: R164        Share-Based Compensation (Schedule Of Restricted    HTML     85K  
                Stock Units) (Detail)                                            
196: R165        Share-Based Compensation (Schedule Of Assumptions   HTML     80K  
                Used To Calculate Estimated Fair Values Of Options               
                Granted) (Detail)                                                
29: R166        Share-Based Compensation (Schedule Of Share-Based   HTML     71K 
                Compensation Expense) (Detail)                                   
178: R167        Share-Based Compensation (Schedule Of Share-Based   HTML     59K  
                Compensation Arose Under Awards) (Detail)                        
72: R168        Fair Value Measurements (Narrative) (Detail)        HTML     65K 
133: R169        Fair Value Measurements (Schedule Of Fair Value Of  HTML     86K  
                Financial Assets Measured On Recurring Basis)                    
                (Detail)                                                         
120: R170        Fair Value Measurements (Summary Of Changes In      HTML     66K  
                Fair Value Of Level 3 Financial Assets Measured At               
                Fair Value On Recurring Basis) (Detail)                          
187: R171        Fair Value Measurements (Schedule Of Principal      HTML     63K  
                Amounts And Fair Values Of Debt Instruments)                     
                (Detail)                                                         
79: R172        Leases (Narrative) (Detail)                         HTML    105K 
57: R173        Leases (Schedule Of Future Minimum Rental           HTML     84K 
                Commitments For Operating Leases) (Detail)                       
159: R174        Commitments And Contingencies (Detail)              HTML     57K  
61: R175        Litigation (Detail)                                 HTML     62K 
24: R176        Related Parties (Narrative) (Detail)                HTML    213K 
35: R177        Related Parties (Schedule Of Transactions With      HTML     80K 
                Directors) (Detail)                                              
172: R178        Development And Marketing Collaboration Agreements  HTML    125K  
                (Detail)                                                         
142: R179        Supplemental Guarantor Information (Narrative)      HTML     57K  
                (Detail)                                                         
177: R180        Supplemental Guarantor Information (Condensed       HTML    153K  
                Consolidating Statements Of Operations) (Detail)                 
108: R181        Supplemental Guarantor Information (Condensed       HTML    196K  
                Consolidating Balance Sheets) (Detail)                           
51: R182        Supplemental Guarantor Information (Condensed       HTML    169K 
                Consolidating Statements Of Cash Flows) (Detail)                 
76: R183        Subsequent Events (Detail)                          HTML     75K 
139: R184        Valuation And Qualifying Accounts And Reserves      HTML     69K  
                (Detail)                                                         
194: XML         IDEA XML File -- Filing Summary                      XML    330K  
80: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   4.31M 
12: EX-101.INS  XBRL Instance -- eln-20121231                        XML   6.30M 
14: EX-101.CAL  XBRL Calculations -- eln-20121231_cal                XML    479K 
15: EX-101.DEF  XBRL Definitions -- eln-20121231_def                 XML   2.94M 
16: EX-101.LAB  XBRL Labels -- eln-20121231_lab                      XML   3.43M 
17: EX-101.PRE  XBRL Presentations -- eln-20121231_pre               XML   3.36M 
13: EX-101.SCH  XBRL Schema -- eln-20121231                          XSD    659K 
198: ZIP         XBRL Zipped Folder -- 0001193125-13-051673-xbrl      Zip    546K  

Exhibit 4(c)(31)

CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED.

ASTERISKS (*) DENOTE SUCH OMISSIONS.

ASSET PURCHASE AGREEMENT

by and among

ELAN PHARMA INTERNATIONAL LIMITED,

ELAN PHARMACEUTICALS, INC.

and

BIOGEN IDEC INTERNATIONAL HOLDING LTD.

Dated as of February 5, 2013

TABLE OF CONTENTS

ii

iii

iv

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 5, 2013 (the “Execution Date”) by and among Elan Pharma International Limited (“Elan”), Elan Pharmaceuticals, Inc. (“Elan Inc.”) and Biogen Idec International Holding Ltd. (“Biogen Idec”). Biogen Idec and Elan are sometimes referred to herein individually as a “Party” and collectively as the “Parties,” and references to “Elan” shall include Elan Inc. and Elan’s other Affiliates.

WHEREAS, since 2000, the Parties and/or certain of their Affiliates have jointly Developed and Commercialized TYSABRI worldwide pursuant to that certain Antegren Development and Marketing Collaboration Agreement (the “Collaboration Agreement”) dated as of August 15, 2000 between Elan Pharma International Limited and Biogen Idec MA Inc. (“BIMA”);

WHEREAS, in connection with termination of the Collaboration Agreement, Elan desires to transfer to Biogen Idec all intellectual property and other assets related to the Development, manufacturing and Commercialization of TYSABRI and other products licensed to Biogen Idec and its designated Affiliates under the Collaboration Agreement, so that Biogen Idec and its designated Affiliates shall have sole authority over and exclusive worldwide rights to the Development, manufacturing and Commercialization of TYSABRI and shall make an upfront payment and certain contingent payments to Elan based on the sales of TYSABRI;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.1. Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below:

(a) “Action” shall mean any claim, controversy, action, cause of action, suit, litigation, arbitration, investigation, opposition, interference, audit, assessment, hearing, complaint, demand or other legal proceeding (whether sounding in contract, tort or otherwise, whether civil or criminal and whether brought at law or in equity) that is commenced, brought, conducted, tried or heard by or before, or otherwise involving, any governmental authority.

(b) “Affiliate(s)” shall mean, with respect to any Person, any other Person which controls, is controlled by or is under common control with such Person. A Person shall be regarded as in control of another entity if it owns or controls, directly or indirectly, (i) in the case of corporate entities, at least fifty percent (50%) (or the maximum ownership interest permitted by law) of the equity securities in the subject entity entitled to vote in the election of directors and, (ii) in the case of an entity that is not a corporation, at least fifty percent (50%) (or the maximum ownership interest permitted by law) of the equity securities or other ownership interests with the power to

direct the management and policies of such subject entity or entitled to elect the corresponding management authority.

(c) “Alpha-4 Integrin” shall mean any of those alpha-beta heterodimeric transmembrane glycoproteins known as integrins where the alpha subunit chain has the composition known as alpha-4, including the composition of matter characterized on Exhibit A hereto.

(d) “Alpha-4 Integrin Business” shall mean the research, Development, making, importing, exporting, distribution, sale, offering for sale, or other Commercialization of any Alpha-4 Integrin Product.

(e) “Alpha-4 Integrin Product” shall mean any product (comprising, for example, an agent, chemical entity (including a small molecule), compound, moiety, mixture of chemical compounds and/or molecules, molecule (including biological macromolecules such as proteins, carbohydrates, peptides and nucleic acids), or an extract) that partially or fully blocks, inhibits, or neutralizes (i) the binding between Alpha-4 Integrin and one of its ligands, such as VCAM-1, fibronectin or MadCAM, including by competitive or allosteric binding to Alpha-4 Integrin, one or more of its subunits, one of its ligands and/or one or more of their subunits, and/or (ii) Alpha-4 Integrin-mediated cell migration and/or adhesion. Notwithstanding the foregoing, Alpha-4 Integrin Products shall not include a product whose half maximal inhibitory concentration is 10 µM or higher. Assays which can be used to assess binding and functional activity include (1) Michael P. Bova, et. al., 2011 “A Label-Free Approach to Identify Inhibitors of a4b7-Mediated Cell Adhesion to MadCAM” J Biomol Screen, June 2011; vol. 16, 5: pp. 536-544; (2) WO 2007/041324 A1 (Example A); (3) WO 2006/127584 A1 (Biological Example A); or (4) Piraino, et. al., 2002 “Prolonged Reversal of Chronic Experimental Allergic Encephalomyelitis Using a Small Molecule Inhibitor of alpha-4 Integrin”, J Neuroimmunol, (2002) vol. 131, pp. 147-159. For the sake of clarity, Alpha-4 Integrin Products include Licensed Products and ELND002.

(f) “Antegren Trademark” shall mean the international equivalents of cancelled U.S. Registration No. 2,063,937.

(g) “Asset Schedules” shall mean the following Schedules to this Agreement: Schedule 1.1(r) (Elan JCV/PML Patents), Schedule 1.1(t)(A) and Schedule 1.1(t)(B) (Elan Patents), Schedule 1.1(jj) (Product Domain Names), Schedule 1.1(ll) (Product Trademarks), Schedule 3.1(b) (Certain Elan Know-how), Schedule 3.1(f) (Certain Regulatory Materials), Schedule 3.1(g) (Transferred License Agreements) and Schedule 3.1(h) (Transferred Contracts).

(h) “Business Day” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Boston, Massachusetts or Dublin, Ireland are required or authorized by law or executive order to be closed.

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(i) “Calendar Quarter” shall mean the respective periods of three consecutive calendar months ending on March 31, June 30, September 30 or December 31, for so long as this Agreement is in effect.

(j) “Clinical Trial Applications” shall mean an effective Notice of a Claimed Investigational New Drug Exemption, as defined in Title 21 of the Code of Federal Regulations, on file with the FDA before the commencement of clinical trials of Alpha-4 Integrin Products or JCV Assays in humans, or any comparable filing with any relevant Regulatory Authorities or other governmental entities in any country in the Territory.

(k) “Closing Date Inventory Value Adjustment” means the Closing Date Inventory Value minus the Estimated Closing Date Inventory Value.

(l) “Commercialization” shall mean any and all activities constituting importing, marketing, distributing, offering for sale and selling an Alpha-4 Integrin Product or JCV Assay, and shall include Promotion as well as activities required to fulfill ongoing regulatory obligations, including adverse event reporting. When used as a verb, “Commercialize” shall mean to engage in Commercialization.

(m) “Contractual Rights” shall mean, with respect to any Person, any contract, agreement, deed, mortgage, lease, license, commitment, promise, undertaking, arrangement or understanding, whether written or oral and whether express or implied, or other document or instrument to which or by which such Person is a party or otherwise subject or bound or to which or by which any property, business, operation, asset or right of such Person is subject or bound.

(n) “Controlled” shall mean ownership or the possession by a Party of the ability to grant access to, the right to use, or a license or sublicense, in each case as provided for in this Agreement, without violating the terms of any agreement or other arrangement with any Third Party existing at the time such Party would be required hereunder to grant the other Party such access, right to use or license or sublicense and without such Party incurring any payment obligation unless, but only if and for such time that, the other Party agrees to, and does promptly, reimburse such Party for any such payment obligation incurred by such Party as a result of granting the other Party such access or license or sublicense. “Controlled” shall also mean the past tense of Control.

(o) “Development” shall mean all activities performed with respect to an Alpha-4 Integrin Product or JCV Assay in the Territory until Regulatory Approval of such Alpha-4 Integrin Product or JCV Assay is obtained for the indication under study. “Development” shall include all activities related to preclinical testing, test method development and stability testing, toxicology, formulation, process development, manufacturing scale-up, qualification and validation, quality assurance/quality control, clinical studies, regulatory affairs, statistical analysis and report writing, market research and development and all other pre-approval activities. When used as a verb, “Develop” shall mean to engage in Development.

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(p) “Drug Approval Application” shall mean an application to a Regulatory Authority for Regulatory Approval of an Alpha-4 Integrin Product or JCV Assay, including any Marketing Authorization Application, and all amendments and supplements thereto.

(q) “Elan JCV/PML Know-how” shall mean any and all Know-how which is within the Control of Elan or any of its Affiliates as of the Closing Date and: (i) that relates to progressive multifocal leukoencephalopathy (“PML”) or John Cunningham Virus (“JCV”); or (ii) that relates to a JCV Assay.

(r) “Elan JCV/PML Patents” shall mean any and all Patents that are Controlled by Elan or any of its Affiliates as of the Closing Date and: (i) that claim or disclose Elan JCV/PML Know-how; or (ii) that claim or disclose a JCV Assay or any uses of a JCV Assay; or (iii) that otherwise relate to PML or JCV. “Elan JCV/PML Patents” known to be existing as of the Execution Date are listed in Schedule 1.1(r) and Schedule 7.2(q).

(s) “Elan Know-how” shall mean any and all Know-how which is within the Control of Elan or any of its Affiliates as of the Closing Date and is useful to Promote, market, use, Develop, Commercialize, manufacture, sell or import Alpha-4 Integrin Products, including Licensed Products. The term “Elan Know-how” shall also include: (i) Elan’s interests in the Collaboration Inventions (as defined in the Collaboration Agreement); (ii) Elan’s interests in the Know-how and Outside the Scope Inventions (as defined in the Collaboration Agreement) jointly owned by Elan and Biogen Idec pursuant to the Collaboration Agreement; and (iii) the Elan JCV/PML Know-how. The Elan Know-how includes the Know-how listed in Schedule 3.1(b).

(t) “Elan Patents” shall mean any and all Patents that are Controlled by Elan or any of its Affiliates as of the Closing Date and: (i) that claim or disclose Elan Know-how; or (ii) that claim or disclose Alpha-4 Integrin Products or any uses of Alpha-4 Integrin Products, including Licensed Products or any uses of Licensed Products in the Field; or (iii) which otherwise would be infringed by the Development, manufacturing and/or Commercialization of an Alpha-4 Integrin Product, including Licensed Products, by Biogen Idec and its Affiliates. The term “Elan Patents” include: (A) Patents owned solely and exclusively by Elan; (B) Elan’s interest in any Collaboration Invention Patent Rights (as defined in the Collaboration Agreement); (C) Elan’s interest in any Patents owned jointly by the Parties as provided in the Collaboration Agreement; (D) the Elan JCV/PML Patents; and (E) Elan’s interest in Patents owned jointly by Elan and a Third Party. “Elan Patents” known to be existing as of the Execution Date are listed in Schedule 1.1(r), Schedule 1.1(t)(A), Schedule 1.1(t)(B), Schedule 7.2(h), and Schedule 7.2(q).

(u) “EMA” shall mean the European Medicines Agency or any successor agency thereto.

(v) “Estimated Closing Date Inventory Value” means the value of all Transferred Inventory as of the Closing Date, calculated in accordance with the definition

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of “Closing Date Inventory Value” in Section 4.6(b) in Elan’s reasonable and good faith estimation.

(w) “FDA” shall mean the United States Food and Drug Administration or any successor agency thereto.

(x) “FDCA” shall mean the United States Federal Food, Drug and Cosmetic Act, as amended, and the regulations promulgated thereunder.

(y) “Field” shall mean the diagnosis, treatment or prevention of any medical or disease condition in humans, including multiple sclerosis or inflammatory bowel disease.

(z) “Governmental Order” shall mean any order, writ, judgment, injunction, decree, stipulation, ruling, decision, verdict, determination or award made, issued or entered by or with any governmental authority.

(aa) “Intellectual Property” means all rights, title and interests in and to all proprietary rights of every kind and nature however denominated, throughout the world, including:

(bb) “JCV Assay” shall mean any assay or other method, process or procedure to detect exposure to JCV, including by detecting JCV antibodies.

(cc) “Know-how” shall mean all data, inventions, methods, proprietary information, processes, trade secrets, techniques and technology (including Confidential Information as defined in Article 10 of the Collaboration Agreement), whether patentable

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or not but which are not generally known, including discoveries, formulae, materials, including chemicals (including small molecules and polymers), biological materials (including hybridomas, master cell banks, working cell banks, cDNA libraries and serum samples), practices, methods, knowledge, know-how, processes, experience, test data (including pharmacological, toxicological and clinical information and test data), analytical and quality control data, marketing, pricing, distribution, cost and sales data or descriptions.

(dd) “knowledge” shall mean, solely for purposes of Sections 7.1, 7.2, 7.3 and 7.4 and not for purposes of any other provision of this Agreement, that: (i) with respect to Elan, one or more of the persons listed in Schedule 1.1(dd)(i) (A) has actual knowledge of the fact or other matter at issue or (B) should have had actual knowledge of such fact or other matter assuming the diligent exercise of such individual’s duties as a director, officer or employee of Elan and after reasonable investigation of employees of Elan reasonably expected to have actual knowledge of such fact or matter; and (ii) with respect to Biogen Idec, one or more of the persons listed in Schedule 1.1(dd)(ii) (A) has actual knowledge of the fact or other matter at issue or (B) should have had actual knowledge of such fact or other matter assuming the diligent exercise of such individual’s duties as a director, officer or employee of Biogen Idec or any of its Affiliates and after reasonable investigation of employees of Biogen Idec and its Affiliates reasonably expected to have actual knowledge of such fact or matter.

(ee) “Licensed Product” shall mean any formulation containing as an active constituent (i) a humanized immunoglobulin having complementarity determining regions, as disclosed in U.S. Patent No. 5,840,299 (or any functionally equivalent modification thereof), and heavy and light chain variable frameworks from predominantly human acceptor immunoglobulin; (ii) an antigen-binding fragment of such humanized immunoglobulin having at least ten (10) amino acids; or (iii) any such immunoglobulin or fragment as described in (i) and (ii) or any other fragment comprising the complementarity determining region of such humanized immunoglobulin, fused to another polypeptide fragment or another monomeric or polymeric compound, in each case under clauses (i), (ii), and (iii), which specifically binds to an Alpha-4 Integrin and which has a molecular weight greater than 2,000 Daltons. The term Licensed Product shall, as applicable, include TYSABRI.

(ff) “Marketing Authorization Application” shall mean (i) a marketing authorization application filed with (A) the EMA under the centralized EMA filing procedure or (B) a Regulatory Authority in any European country if the centralized EMA filing procedure is not used to obtain marketing approval; or (ii) any other equivalent or related regulatory submission or application filed with a Regulatory Authority in any country in the Territory outside the EU (including the United States) to gain approval to market an Alpha-4 Integrin Product or JCV Assay in such country, and all amendments and supplements thereto.

(gg) “Net Sales” shall mean, with respect to each country in the Territory, (1) the gross amount invoiced for sales of TYSABRI in such country by Biogen Idec or any of its Affiliates to Third Parties, subject to Section 4.9, and (2) the net royalty amount

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received by Biogen Idec or any of its Affiliates with respect to sales of TYSABRI in such country pursuant to license or other agreements with Third Parties, subject to Section 4.9, less the following deductions, in each case (A) without duplication, (B) where applicable with respect to the gross amount invoiced, (C) as incurred in relation to sales of TYSABRI following the end of the Stub Period, (D) as incurred in the ordinary course of business in type and amount consistent with good industry practice and (E) except with respect to the uncollectible amounts on previously sold TYSABRI described in clause (ii) below and the pharmaceutical excise taxes described in clause (v) below, as determined in accordance with, and as recorded in revenues under, United States Generally Accepted Accounting Principles:

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Net Sales shall be determined in accordance with United States Generally Accepted Accounting Principles, except to the extent noted above in clause (E) of the first paragraph of this Section 1.1(gg). Net Sales shall not be imputed to transfers of TYSABRI for use in any clinical trial, for bona fide charitable purposes, for compassionate use, for indigent patient programs or as free TYSABRI samples. Transfers of TYSABRI for charitable purposes, compassionate use, indigent patient programs or as samples shall be consistent with Biogen Idec’s practices with respect to TYSABRI prior to the Execution Date.

Notwithstanding the foregoing, in the event TYSABRI is sold as a component of a Combination Product in any country in the Territory in any Calendar Quarter, Net Sales shall be calculated by multiplying the Net Sales of the Combination Product in such country during such Calendar Quarter (calculated by applying the formula set forth above as if it applied to sales of such Combination Product in such country) by the fraction A/(A+B), where A is the average Net Sales per unit sold of TYSABRI when sold separately in such country during such Calendar Quarter (calculated by determining the Net Sales of TYSABRI in such country during such Calendar Quarter in accordance with the formula set forth above and dividing such Net Sales by the number of units of TYSABRI sold in such country during such Calendar Quarter) and B is the average Net Sales per unit sold of the other active component(s) included in the Combination Product when sold separately in such country during such Calendar Quarter (calculated by determining the Net Sales of such other active component(s) in such country during such Calendar Quarter by applying the formula set forth above as if it applied to sales of such other active component(s) and dividing such Net Sales by the number of units of such other active component(s) sold in such country during such Calendar Quarter). For purposes of calculating the average Net Sales per unit sold of TYSABRI and other active component(s) of a Combination Product in accordance with the above described equation, any of the deductions described in clauses (i) through (ix) above that apply to such Combination Product shall be allocated among sales of TYSABRI and sales of the other active component(s) included in such Combination Product as follows: (1) deductions that are attributable solely to TYSABRI or one of the other active component(s) shall be allocated solely to Net Sales of TYSABRI or such other active component, as applicable, and (2) all other deductions shall be allocated among sales of TYSABRI and sales of the other active component(s) in proportion to Biogen Idec’s reasonable good faith estimate of the fair market value of TYSABRI and the other active component(s). In the event that no separate sales of TYSABRI or any other active component(s) included in a Combination Product are made by Biogen Idec or its Affiliates, Distributors or Third Party Transferees during a Calendar Quarter in which such Combination Product is sold in a country, the average Net Sales per unit sold in the above described equation shall be replaced with Biogen Idec’s reasonable good faith estimate of the fair market value of TYSABRI and each of the other active component(s)

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included in such Combination Product. For purposes of this Section 1.1(gg), “Combination Product” shall mean (x) any single product in finished form containing as active ingredients both (A) TYSABRI and (B) one or more other pharmaceutically active compounds or substances; (y) any sale of TYSABRI with another product(s) for a single invoice price; or (z) any sale of TYSABRI as part of a bundle with other product(s) or service(s) (i.e., where TYSABRI and such other product(s) or services are sold for a single invoice price or where a discount, rebate or other amount that reduces the price of TYSABRI is provided in exchange for (or otherwise conditioned upon) the purchase of such other product(s) or services), to the extent not described in clause (x) or (y).

Notwithstanding anything in this Agreement to the contrary, Biogen Idec shall not, and shall cause its Affiliates not to, take any action, or omit to take any action, for the primary purpose of reducing the amount of any Contingent Payment otherwise due to Elan. For the avoidance of doubt, it is understood that any action taken or omitted by Biogen Idec or any of its Affiliates that does not have as its primary purpose a reduction in the amount of any Contingent Payment otherwise due to Elan, may have the effect of reducing the Contingent Payments.

(hh) “Patent(s)” shall mean any and all (i) patents, (ii) pending patent applications, including all provisional applications, substitutions, continuations, continuations-in-part, divisions and renewals, and all patents granted thereon, (iii) all patents-of-addition, reissues, reexaminations and extensions or restorations by existing or future extension or restoration mechanisms, including supplementary protection certificates or the equivalent thereof, (iv) inventor’s certificates, (v) any other form of government-issued right substantially similar to any of the foregoing, and (vi) all United States and foreign counterparts of any of the foregoing.

(ii) “Person” shall mean any individual, person, entity, governmental authority, general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust or foreign business organization and, when the context so permits, the successors and assigns of such Person.

(jj) “Product Domain Names” shall mean any of the domain names used or intended for use in connection with the Commercialization of Licensed Products in any country in the Territory or in connection with use or Commercialization of a JCV Assay, consisting of the domain names set forth on Schedule 1.1(jj). “Product Domain Names” shall mean, collectively, all of the foregoing domain names.

(kk) “Product NDCs” shall mean the unique, three-segment National Drug Code numbers listed with and published by the FDA to identify any of the Licensed Products.

(ll) “Product Trademark” shall mean any of the trademarks used or intended for use in connection with the Commercialization of Licensed Products in any country in the Territory or in connection with use or Commercialization of a JCV Assay, consisting of the TYSABRI Trademark, the Antegren Trademark and the other trademarks set forth

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on Schedule 1.1(ll). “Product Trademarks” shall mean, collectively, all of the foregoing trademarks.

(mm) “Promotion” shall mean those activities, including detailing normally undertaken by a pharmaceutical company’s sales force to implement marketing plans and strategies, aimed at encouraging the appropriate use of a particular Alpha-4 Integrin Product or JCV Assay in a specific indication. When used as a verb, “Promote” shall mean to engage in such activities.

(nn) “Prothena Group Company” shall mean Prothena Corporation plc, Neotope Biosciences Limited, Prothena Biosciences Inc., Onclave Therapeutics Limited and any other companies that are, directly or indirectly, subsidiaries of Prothena Corporation plc.

(oo) “Regulatory Approval” shall mean any approvals (including pricing and reimbursement approvals), licenses, registrations or authorizations of, or agreements with, any federal, state or local regulatory agency, department, bureau or other governmental entity, necessary for the marketing and sale of an Alpha-4 Integrin Product or JCV Assay in a regulatory jurisdiction.

(pp) “Regulatory Authority” shall mean any national (e.g., the FDA), supra-national (e.g., the European Commission, the Council of the European Union, or the EMA), regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity in any jurisdiction of the world involved in the granting of Regulatory Approval for TYSABRI or, as applicable, other Alpha-4 Integrin Product or a JCV Assay.

(qq) “Territory” shall mean every country, territory, possession or other political subdivision of the world.

(rr) “Third Party” shall mean any entity other than Elan or Biogen Idec Inc. or their Affiliates.

(ss) “Transactions” shall mean the transactions contemplated by this Agreement.

(tt) “TYSABRI” shall mean any formulation containing as an active constituent the compound that is more fully characterized on Schedule 1.1(tt) to this Agreement, and any biosimilar or branded generic thereof.

(uu) “TYSABRI Business” shall mean the research, Development, making, importing, exporting, distribution, sale, offering for sale, or other Commercialization of TYSABRI.

(vv) “TYSABRI Promotional Materials” shall mean all sales representative training materials and all written, printed, graphic, electronic, audio or video matter related to the marketing or Promotion of TYSABRI, including journal advertisements, sales visual aids, direct mail, direct-to-consumer advertising, internet postings, broadcast

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advertisements and sales reminder aids (e.g., scratch pads, pens and other such items) intended for use or used by Elan or any of its Affiliates in connection with any Promotion.

(ww) “TYSABRI Trademark” shall mean the trademarks owned by Elan under U.S. Registration Nos. 2899491, 3259576 and 3304389, the international equivalents thereof, or such other trademark, mark or source designating mark and foreign equivalents as may be selected by Biogen Idec and its Affiliates in its sole discretion for use in connection with TYSABRI.

(xx) “VAT” shall mean: (i) any tax, interest or penalties imposed in compliance with the European Council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) (including, in relation to Ireland, value added tax imposed by the Value Added Tax Consolidation Act 2010 and supplemental legislation and regulations); and (ii) any other tax, interest or penalties of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (i) above, or elsewhere.

1.2. Additional Definitions. Each of the following definitions are found in the body of this Agreement as indicated:

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2.1. Term. This Agreement shall be effective as of the Execution Date and shall, unless earlier terminated in accordance with its terms, remain in effect in perpetuity (the “Term”). The Parties’ obligations under this Section 2, Sections 3.4 through 3.7, Section 3.11(e), Section 3.11(f), Section 3.11(g), Section 4.8, Section 7, Section 9.7, Section 9.8, Section 10, Section 13.1, Section 13.3 and Sections 14 through 17 shall arise on the Execution Date; the other provisions of this Agreement shall not become effective until the Closing Date.

2.2. Merger Control Legislation.

(a) The Parties acknowledge that filings under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “U.S. HSR Act”) and the Spanish Competition Act of 2007 (the “SCA”) are required in connection with the Transactions and filings under comparable merger control legislation in other jurisdictions (collectively with the U.S. HSR Act and the SCA, “Merger Control Legislation”) may be required in connection with the Transactions. Biogen Idec and Elan will consult with each other promptly following the Execution Date with regard to the jurisdictions in which additional filings are required and in which jurisdictions such required filings shall be made. The “Clearance Date” shall mean the date upon which the applicable waiting period under the U.S. HSR Act shall have expired or been terminated with respect to this Agreement and any clearance, consent, decision or other approval has been received, or any applicable waiting period has expired, as is necessary to permit the Transactions to proceed in (i) Spain and (ii) any other jurisdiction where Biogen Idec has determined, after consultation with Elan pursuant to the immediately preceding sentence and upon advice of counsel, any additional filing is required. “Merger Control Legislation Authorities” shall mean all relevant governmental authorities under applicable Merger Control Legislation, including the FTC and DOJ, as defined below.

(b) Biogen Idec and Elan shall each use commercially reasonable efforts to (i) take, or cause to be taken, all actions necessary to make (A) an appropriate filing of a Notification and Report Form pursuant to the U.S. HSR Act with respect to the Transactions no later than one (1) Business Day following the Execution Date, (B) an appropriate filing pursuant to the SCA no later than five (5) days following the Execution Date and (C) any filings required under any other applicable Merger Control Legislation with respect to the Transactions, as determined by Biogen Idec pursuant to Section 2.2(a), as soon as reasonably practicable following the Execution Date, (ii) reply at the earliest practicable date to any requests for information received from the United States Federal Trade Commission (“FTC”) or Antitrust Division of the United States Department of Justice (“DOJ”) pursuant to the U.S. HSR Act or from other Merger Control Legislation Authorities, and (iii) make any permitted request for early expiration or termination of the applicable waiting periods under the U.S. HSR Act and any other applicable Merger Control Legislation as soon as possible. The Parties shall, to the extent reasonably practicable, consult with one another prior to making any filings, responses to inquiries or other contacts with the Merger Control Legislation Authorities concerning the Transactions.

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(c) Biogen Idec and Elan shall, in connection with the commercially reasonable efforts referenced in Section 2.2(b), (i) keep the other Party and/or its counsel informed of any communication received by such party from, or given by such party to, the FTC, the DOJ, the European Commission (“EC”), or any other U.S. or foreign Merger Control Legislation Authority; and (ii) permit the other Party and/or its counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, the FTC, the DOJ, the EC, or any such other Merger Control Legislation Authority and, to the extent permitted by the FTC, the DOJ, the EC, or such other Merger Control Legislation Authority, give the other party and/or its counsel the opportunity to attend and participate in such meetings and conferences. Each Party will bear its own expenses in connection with activities under this Section 2.2. Notwithstanding the foregoing, the Parties’ respective obligations to use their commercially reasonable efforts pursuant to Section 2.2(b) and this Section 2.2(c) shall in no event require either Party to (x) divest any of its businesses or assets or take or agree to take any action or agree to any limitation or restriction on any element of its businesses or assets or (y) defend, or contest, any action or proceeding brought against it by a Merger Control Legislation Authority in connection with the Transactions.

2.3. Termination of the Collaboration Agreement. The Collaboration Agreement shall continue in full force and effect in accordance with its terms until the Closing, subject to the terms of this Agreement. Upon the occurrence of the Closing, the Collaboration Agreement, including all licenses granted thereunder, shall be terminated in its entirety pursuant to the terms of the Termination Agreement substantially in the form set forth in Exhibit B (the “Termination Agreement”). Upon termination of the Collaboration Agreement and thereafter, Biogen Idec and its Affiliates shall have the sole authority for and exclusive rights to the Development, manufacturing and Commercialization of Alpha-4 Integrin Products and JCV Assays in the Territory in accordance with the terms of this Agreement.

2.4. Elan Covenants Prior to Closing.

(a) Until the Closing Date, Elan shall, and shall cause its Affiliates to:

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(b) Until the Closing Date, Elan shall not, and shall cause its Affiliates not to, except with the prior written consent of Biogen Idec, which consent shall be granted in Biogen Idec’s sole discretion:

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(c) Until the Closing Date, Elan shall not, and shall cause its Affiliates not to, except with the prior written consent of Biogen Idec, which consent shall not be unreasonably withheld:

2.5. [Intentionally omitted.]

2.6. Biogen Idec Right to Terminate.

(a) Biogen Idec shall have the right to terminate this Agreement prior to the Closing by giving notice to Elan if (i) the applicable waiting period under the U.S. HSR Act has not expired or been terminated with respect to this Agreement within seventy-five (75) days after the Execution Date, (ii) the Clearance Date has not occurred within one hundred (100) days after the Execution Date or (iii) a TYSABRI Material Adverse Change occurs after the Execution Date and before the Closing Date.

(b) “TYSABRI Material Adverse Change” means any event, change, fact, condition, circumstance or occurrence that has had or would reasonably be expected to have a material adverse effect on TYSABRI sales or on the Transferred Assets, taken as a whole, including as a result of safety or regulatory matters; provided, however, that no event, change, fact, condition, circumstance or occurrence (by itself or when aggregated or taken together with any and all other events, changes, facts, conditions, circumstances or occurrences) directly or indirectly resulting from or arising out of any of the following shall be deemed to be or constitute a “TYSABRI Material Adverse Change” or be taken into account when determining whether a “TYSABRI Material Adverse Change” has occurred or may, would or could occur: (i) conditions (or changes after the Execution Date in such conditions) in the industry in which the Parties operate; (ii) general economic conditions or conditions in the securities markets, credit markets, currency markets or other financial markets (or changes after the Execution Date in such conditions) with the United States or any other country; (iii) political conditions (or changes after the Execution Date in such conditions) in the United States or any other country; (iv) earthquakes or other natural disasters and other force majeure events in the United States or any other country; (v) the announcement of this Agreement and the Transactions; (vi) the taking of any action required or contemplated by this Agreement,

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CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED.

ASTERISKS (*) DENOTE SUCH OMISSIONS.

or the failure to take any action prohibited by this Agreement or the pendency or consummation of the Transactions; (vii) changes in applicable law or other legal or regulatory conditions or changes in United States Generally Accepted Accounting Principles or other accounting standards (or the interpretation thereof) (other than changes described in Section 2.6(c)(ii) below); (viii) the occurrence of PML in TYSABRI-treated patients (except to the extent set forth in Section 2.6(c)(i)); (ix) the development, approval and commercialization of other pipeline product candidates that may compete with TYSABRI, including but not limited to BG-12; or (x) changes in government regulations or private third party payors’ reimbursement policies or the default by such parties in the performance of such policies, or the imposition of any health care cost containment or similar measures by a governmental authority (except to the extent set forth in Section 2.6(c)(ii)).

(c) Notwithstanding anything to the contrary contained in this Agreement, each of the following events shall be deemed to be, without limitation, a TYSABRI Material Adverse Change:

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CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES

EXCHANGE ACT OF 1934, AS AMENDED.

ASTERISKS (*) DENOTE SUCH OMISSIONS.

in each case as measured by the most recent data available to both Parties and their Affiliates under the Collaboration Agreement; or

3.1. Transferred Assets. Subject to the terms and conditions set forth in this Agreement, Elan shall transfer and assign (or cause to be transferred and assigned) to Biogen

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Idec (or, with respect to any of the Transferred Assets, any other Affiliate of Biogen Idec designated by Biogen Idec), at the Closing, all right, title and interest of Elan or any Affiliate of Elan in and to the following assets, in each case to the extent not included in the Excluded Assets (the “Transferred Assets”):

(a) the Elan Patents set forth on Schedule 1.1(r), Schedule 1.1(t)(A), Schedule 1.1(t)(B), Schedule 7.2(h) and Schedule 7.2(q), and all rights of action accrued and to accrue under and by virtue thereof, including the right to sue and recover for past infringement of such Elan Patents;

(b) all Elan Know-how, and all rights of action accrued and to accrue under and by virtue thereof, including the right to sue and recover for past infringement or misappropriation of Elan Know-how, including the Know-how listed on Schedule 3.1(b);

(c) the Product Trademarks set forth on Schedule 1.1(ll), together with any goodwill of the business symbolized by the Product Trademarks (or, with respect to any pending applications in the U.S. based on an intent-to-use a Product Trademark, if proof of use has not been filed and accepted by the USPTO, Elan hereby represents and warrants that it is assigning such Product Trademarks to Biogen Idec together with the portion of Elan’s business in connection with which it had a bona fide intent to use the Product Trademark at the time of filing such application), all registrations and applications for the Product Trademarks, and all rights of action accrued and to accrue under and by virtue thereof, including the right to sue and recover for past infringement of the Product Trademarks;

(d) the Product Domain Names set forth on Schedule 1.1(jj);

(e) all other Intellectual Property (including any Elan Patent that is not set forth on Schedule 1.1(r), Schedule 1.1(t)(A), Schedule 1.1(t)(B), Schedule 7.2(h) or Schedule 7.2(q)) that is Controlled by Elan or any of its Affiliates on the Closing Date and used or held for use in connection with the Development, manufacturing or Commercialization of Alpha-4 Integrin Products (including Licensed Products) or JCV Assays, or that otherwise relates to Alpha-4 Integrin Products, JCV Assays, PML or JCV, and all rights of action accrued and to accrue under and by virtue of such Intellectual Property, including the right to sue and recover for past infringement or misappropriation of such Intellectual Property (such other Intellectual Property, together with the Elan Patents set forth on Schedule 1.1(r), Schedule 1.1(t)(A), Schedule 1.1(t)(B), Schedule 7.2(h) or Schedule 7.2(q), Elan Know-how, Product Trademarks and the Product Domain Names, the “Transferred Intellectual Property”);

(f) (i) all regulatory submissions related to Alpha-4 Integrin Products and JCV Assays (including all Clinical Trial Applications and Drug Approval Applications) and all Regulatory Approvals in Elan’s name; (ii) all clinical data, written correspondence with Regulatory Authorities, all written minutes of meetings and memoranda of conversations between Elan (including, to the extent practicable, Elan’s investigators) and Regulatory Authorities, each to the extent they relate to any Alpha-4 Integrin Product, JCV Assay or the regulatory submissions and Regulatory Approvals

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described in clause (i) of this sentence; (iii) the Product NDCs; and (iv) all data, correspondence and any other information related to the TOUCH™ Prescribing Program or the TYGRIS system (collectively, “Regulatory Materials”), including the Regulatory Materials listed on Schedule 3.1(f);

(g) all Contractual Rights then in effect that are used or held for use by Elan that grant Elan a license to or right to use any Third Party Patent, Know-how or other Intellectual Property for the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays (each such Contractual Right, an “In-License”), and all rights under such In-Licenses, including the In-Licenses set forth on Schedule 3.1(g) (the “Transferred License Agreements”);

(h) all other Contractual Rights then in effect that are primarily used or held for use by Elan in connection with, or that primarily relate or are otherwise necessary to, the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays, and all rights under such Contractual Rights, including the Contractual Rights set forth on Schedule 3.1(h) (the “Transferred Contracts”);

(i) all saleable finished goods inventory of TYSABRI held for sale by Elan (or on behalf of Elan), wherever located (“Transferred Inventory”);

(j) all business, financial (including tax returns relating to pharmaceutical excise taxes paid with respect to sales of TYSABRI prior to the Closing Date, including annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48) and other comparable laws), accounting, manufacturing, technical or regulatory records, correspondence, lists (including all customer, distributor, supplier and mailing lists), drawings, notebooks (including laboratory notebooks), specifications, creative materials, marketing plans, government contracts (including tender information and pricing or reimbursement agreements), advertising, marketing and promotional materials (including TYSABRI Promotional Materials) and other books and records whether written or electronically stored or however otherwise recorded, maintained or stored (including in each case all copies thereof and all rights in and to the information contained therein), in each case that are primarily used or held for use in or are otherwise necessary to, or were generated primarily with respect to, the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays, including all embodiments of the Elan Know-how and the file wrappers for the Elan Patents in the possession of Elan or Elan’s patent counsel as of the Closing Date (collectively, the “Books and Records”); provided, however, that to the extent any such Books and Records are not exclusively related to the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays, Elan will deliver copies of such Books and Records (redacted with respect to the portions thereof which do not primarily relate to the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays) and retain the original Books and Records and make such original Books and Records available to Biogen Idec upon request; provided, further, that, notwithstanding the foregoing, Elan may retain hard copy or electronic duplicates of the Books and Records; and

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(k) all other assets and rights of Elan and its Affiliates of whatever kind and nature, tangible or intangible, owned, leased, licensed, used or held for use or licensed by or on behalf of Elan and its Affiliates on the Closing Date, other than real property, that are primarily used or held for use in connection with, or are otherwise necessary to, the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays.

3.2. Excluded Assets. For the avoidance of doubt, Biogen Idec acknowledges and agrees that Elan is not transferring, assigning or delivering to Biogen Idec any right, title or interest in, to or under any of the Excluded Assets, and the Excluded Assets shall remain the property of Elan. For purposes of this Agreement, “Excluded Assets” means:

(a) all real property, computers (but not any Transferred Intellectual Property or Books and Records stored electronically therein), automobiles, fixtures or equipment leased or owned by Elan;

(b) subject to Section 4.6, all accounts receivable, notes receivable and similar rights to receive payments of Elan;

(c) all cash and cash equivalents;

(d) any personnel records maintained by Elan, tax returns (other than copies of tax returns relating to pharmaceutical excise taxes paid with respect to sales of TYSABRI prior to the Closing Date, including annual fees due under Section 9008 of the United States Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-48) and other comparable laws), records (including accounting records) relating to taxes paid or payable by Elan, and financial and tax records relating to the Alpha-4 Integrin Products or JCV Assays that form part of Elan’s general ledger or otherwise constitute accounting records, including the original Books and Records retained by Elan in accordance with Section 3.1(j) (but no other Books and Records);

(e) any Contractual Rights between Elan and any of its employees;

(f) all property in the nature of software programs, source code and object code owned or licensed by Elan or any of its Affiliates;

(g) goodwill held by Elan, if any, that would be subject to the taxes described in Section 4.4(d) or 4.4(e) if it were a Transferred Asset; and

(h) any assets listed on an Exclusion Notice described in Section 3.4(d) below.

3.3. Assumed Liabilities. At the Closing, Biogen Idec shall assume and shall satisfy and discharge when due in accordance with their respective terms and subject to the respective conditions thereof, only the liabilities and obligations under the Transferred Contracts or the Transferred License Agreements or imposed on the holder of a Regulatory Approval, in each case, to the extent such liabilities and obligations relate to obligations required to be performed on or after the Closing Date (all such liabilities and obligations, the “Assumed Liabilities”).

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Subject to Section 4.6 and Section 12, neither Biogen Idec nor any of its Affiliates shall assume or be obligated to pay, perform or otherwise discharge or have any responsibility for, any liabilities or obligations of Elan other than the Assumed Liabilities.

3.4. Updating and Supplementing the Asset Schedules; Exclusion of Assets.

(a) If Elan becomes aware at any time after the Execution Date that any Asset Schedule omits an item that should have been included, Elan shall (including after the Closing) offer an updated or supplemental Asset Schedule to Biogen Idec containing such item(s), which Biogen Idec may, but is not required to, accept.

(b) Within sixty (60) days after the Execution Date, but in any event no later than the Closing Date (or with respect to any item later added to the Asset Schedules in accordance with Section 3.4(a), at the time such item is added), Elan shall provide Biogen Idec with a true, correct and complete copy of any Regulatory Materials, In-License or Contractual Right listed on Schedule 3.1(f), Schedule 3.1(g) or Schedule 3.1(h) or, if such Regulatory Materials, In-License or Contractual Right is in oral form, a complete written description thereof. At such time Elan shall also describe in writing, with respect to each item included on the Asset Schedules, any required consent or other impediment to the transfer of such item to Biogen Idec or any Affiliate pursuant to this Agreement.

(c) Elan shall promptly provide additional due diligence information with respect to each item listed on the Asset Schedules as Biogen Idec may reasonably request. Elan shall supply such information as soon as reasonably practicable and in any event within fifteen (15) days of Biogen Idec’s written request therefor.

(d) Within thirty (30) days after the Execution Date (or with respect to any Regulatory Materials, Contractual Right or In-License Elan later added to the Asset Schedules in accordance with Section 3.4(a), thirty (30) days after such item was added) or, if later, thirty (30) days after receipt of a true, complete and correct copy of the applicable Regulatory Materials, Contractual Right or In-License, Biogen Idec may provide (including after the Closing) written notice to Elan that it desires to exclude any Regulatory Materials, Contractual Right or In-License listed thereon from the Transferred Assets (each such notice, an “Exclusion Notice”).

3.5. Consents. Elan shall, and shall cause its Affiliates to, use, both prior to and after the Closing Date, commercially reasonable efforts to obtain, and Biogen Idec shall, and shall cause its Affiliates to, use commercially reasonable efforts to assist and cooperate with Elan and its Affiliates in connection therewith, all necessary consents to the assignment and transfer of any Transferred Asset to Biogen Idec (and the subsequent assignment by and transfer from Biogen Idec to any of its designated Affiliates, in Biogen Idec’s sole discretion) that is not assignable or transferable without the consent of any Third Party (such consents, the “Required Third Party Consents”). With respect to any such Transferred Asset, after the Closing Date and until the requisite consent is obtained and the foregoing is transferred and assigned to Biogen Idec or an Affiliate, Elan, to the extent permitted by applicable law, shall (or shall cause its Affiliates to) provide to Biogen Idec or its Affiliates, at no cost or expense, the benefits thereof

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(or substantially comparable benefits) and shall enforce, at the request of and for the account of Biogen Idec or its Affiliate, any rights of Elan or its Affiliates arising thereunder against any Third Party, including the right to elect to terminate in accordance with the terms thereof upon the advice of Biogen Idec. If Biogen Idec or its Affiliate is provided with benefits of any such Transferred Asset, then, to the extent permitted by applicable laws and the terms of any applicable Contractual Right or Regulatory Approval, Biogen Idec shall, or shall cause its Affiliate to, perform, at the request of Elan, the obligations of Elan thereunder.

3.6. Due Diligence. Elan shall, and shall cause its Affiliates to, promptly provide to Biogen Idec such information as Biogen Idec or its Affiliates may reasonably request with respect to the Alpha-4 Integrin Products, JCV Assays or Transferred Assets, before and after the Closing. Elan shall permit Biogen Idec and its Affiliates to have access (at reasonable times and upon reasonable notice) to all relevant employees of Elan and to all of the Transferred Assets and to make copies as Biogen Idec may reasonably request.

3.7. Regulatory Cooperation. Elan shall notify the appropriate Regulatory Authorities and take any other action reasonably necessary to effect the transfer of ownership of the Regulatory Materials. Elan shall notify and consult with Biogen Idec or its designated Affiliate promptly after receipt of any communication between Elan and any Regulatory Authority with respect to any such transfer, and before giving any submission to any Regulatory Authority with respect to any such transfer. If ownership of any Regulatory Materials cannot be transferred to Biogen Idec in any country, to the extent permitted by applicable law, Elan hereby grants to Biogen Idec and its designated Affiliates a permanent, exclusive and irrevocable right of access and reference to such Regulatory Materials for Alpha-4 Integrin Products and JCV Assays in such country. If such right of access and reference is not sufficient to permit Biogen Idec and its Affiliates to file a Drug Approval Application and receive Regulatory Approval or to Develop, make, market, use or sell an Alpha-4 Integrin Product or JCV Assay, Elan shall provide Biogen Idec and its designated Affiliates with the complete data package that Elan used in regulatory submissions in such country in order to allow Biogen Idec and its Affiliates to file such Drug Approval Applications and to receive Regulatory Approval in its own name. In addition, if in any country the transfer of the Regulatory Approval necessary for Biogen Idec or its designated Affiliate to commercialize TYSABRI in such country is not (or is not expected to be) effective on the Closing Date, then the Parties will work together in good faith to enter into a promotion agreement (in a mutually agreed form of a distribution, agency or other arrangement) that would permit Biogen Idec or its designated Affiliate the exclusive right to commercialize TYSABRI in the applicable country from and after the Closing until such Regulatory Approval is transferred.

3.8. Transfer of Inventory. On the Closing Date, Elan Inc. shall consummate the sale of the Transferred Inventory by delivering possession of the Transferred Inventory to Biogen Idec or to its Affiliate designated to purchase and/or receive the Transferred Inventory.

3.9. Transfer of Know-How and Books and Records. As soon as reasonably practicable following the Closing and in accordance with the Transition Plan, Elan shall deliver to Biogen Idec or its designated Affiliate, in electronic or hard copy format, the Elan Know-how and the Books and Records. If any of the embodiments of the Elan Know-how or any of the Books and Records contain proprietary information of Elan that is not Elan Know-how, then

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Elan shall be permitted to redact such information prior to delivering such embodiment or such Books and Records to Biogen Idec or its designated Affiliate.

3.10. Transition.

(a) In order to effect an orderly transition of all Development and Commercialization activities to Biogen Idec and to facilitate the transfer of the Transferred Assets and other rights assigned or licensed to Biogen Idec under this Agreement: (i) Elan shall make its personnel, and shall cause its Affiliates to make their personnel, available to Biogen Idec and its designated Affiliates as reasonably requested by Biogen Idec from time to time; (ii) the Parties agree to comply with the provisions of the Transition Plan, which is attached hereto as Exhibit C; and (iii) each Party shall appoint one individual to have primary responsibility and oversight for, and to serve as the primary point of contact regarding, the transition and transfer activities contemplated by this Agreement (including the Transition Plan) after the Closing.

(b) Each Party shall bear its own costs in performing its obligations under this Agreement (including the Transition Plan).

(c) Biogen Idec hereby grants to Elan (and shall cause its Affiliates to grant to Elan), a worldwide, non-exclusive, non-royalty-bearing license, without the right to sublicense, under the Transferred Assets solely to the extent necessary to perform its obligations under this Agreement (including the Transition Plan).

(d) As soon as reasonably practicable following the Closing (and, in any event, no later than twenty (20) Business Days after the Closing Date), Elan shall return to Biogen Idec any and all proprietary materials transferred by Biogen Idec to Elan pursuant to Section 4.9 of the Collaboration Agreement.

(e) After the Closing, Elan shall not, and shall cause its Affiliates not to, without the prior consent of Biogen Idec (which consent shall be granted in Biogen Idec’s sole discretion) terminate any TYSABRI Employee other than for Cause prior to the completion of the transition and transfer activities contemplated by this Agreement (including the Transition Plan) with respect to which such TYSABRI Employee has or had relevant experience or knowledge. For purposes of this Agreement, “Cause” shall mean, with respect to a TYSABRI Employee, any of the following: (i) willful breach, habitual neglect, or poor performance of such TYSABRI Employee’s job duties and responsibilities, as determined by Elan in its sole discretion; (ii) such TYSABRI Employee’s conviction (or the entry of a guilty plea or plea of nolo contendre) of any crime, excluding minor traffic offenses; (iii) commission of an act of dishonesty or breach of fiduciary duty by such TYSABRI Employee; (iv) commission of a material violation of any of the personnel policies of Elan by such TYSABRI Employee, including but not limited to, violations of Elan’s confidentiality or stock trading policies or its policies against any form of harassment; or (v) any action or omission by such TYSABRI Employee, which, as reasonably determined by Elan, is contrary to the business interest, reputation or goodwill of Elan.

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3.11. Further Assurances.

(a) From and after the Closing Date, upon the request of either Party, the other Party will perform, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the Transactions, including the transfer and assignment of the Transferred Intellectual Property.

(b) To the extent Elan cannot transfer and assign any of the Transferred Intellectual Property, or any portion thereof, as of the Closing, then Elan will assign and transfer such Transferred Intellectual Property at the first opportunity to do so. To the extent further transfer or assignment of any Transferred Intellectual Property is required and Elan has not executed and returned the form of assignment reasonably requested by Biogen Idec to Biogen Idec within twenty (20) Business Days of the delivery of such assignment to Elan, then Elan hereby irrevocably appoints Biogen Idec as its attorney-in-fact with the right, authority and ability to execute and enter into such assignment on behalf of Elan. Elan stipulates and agrees that such appointment is a right coupled with an interest and will survive the incapacity or unavailability of Elan at any future time. To the extent that any Transferred Intellectual Property cannot be assigned and transferred by Elan, then Elan hereby grants Biogen Idec an irrevocable, worldwide, fully-paid up, royalty-free, exclusive license, with the right to sublicense, to make, use, sell, improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise exploit or utilize in any manner the Transferred Intellectual Property. In addition, Elan hereby releases, discharges, and covenants not to assert against Biogen Idec and its Affiliates, officers, directors, employees, contractors, customers, agents, representatives, assignees, licensees, partners, joint venturers, and distributors all claims, causes, obligations, rights of action, or liabilities of any kind or nature, whether now existing or hereinafter arising, and whether known or unknown arising from or relating to Transferred Intellectual Property.

(c) Elan will not take any action that is designed or intended to have the effect of discouraging any licensor, supplier, distributor, independent contractor or customer of Elan or other Third Party with whom Elan has a relationship relating to any Alpha-4 Integrin Product or JCV Assay from maintaining the same relationship with Biogen Idec and its Affiliates after the Closing as such Third Party maintained prior to the Closing or from entering into a new business relationship or expanding the scope of a business relationship with Biogen Idec and its Affiliates. Elan will refer all customer and other Third Party inquiries relating to Alpha-4 Integrin Products and JCV Assays to Biogen Idec from and after the Closing Date.

(d) From and after the Closing Date, Biogen Idec shall afford to Elan and its accountants, counsel and other representatives reasonable access, upon reasonable notice during normal business hours, to all Books and Records as Elan may reasonably request for purposes of tax, accounting, regulatory and legal compliance or for purposes of prosecuting or defending litigation.

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(e) Before and after the Closing, each Party shall, and shall cause its Affiliates, to cooperate with and provide the other Party, and its Affiliates, such information as the other Party may reasonably request with respect to preparing any securities filings or public disclosures that may be required to be made by the other Party or any of its Affiliates in connection with the Transactions.

(f) If, at any time, either Party determines that any right, title or interest in, to or under any Patent, Know-how or other Intellectual Property was transferred by Elan to any Prothena Group Company prior to the Closing and such Patent, Know-how or other Intellectual Property would have been “Transferred Intellectual Property” under this Agreement had such Patent, Know-how or other Intellectual Property been Controlled by Elan on the Execution Date or Closing Date (such Patent, Know-how or other Intellectual Property, the “Improperly Transferred Prothena IP”), Elan shall, at its own expense, use commercially reasonable efforts to exercise any rights granted to Elan under any agreement between Elan and such Prothena Group Company to acquire any right, title or interest in, to or under such Improperly Transferred Prothena IP to acquire from such Prothena Group Company any right, title or interest in, to or under such Improperly Transferred Prothena IP reasonably requested by Biogen Idec, and Elan shall transfer and assign to Biogen Idec any such rights, title and interests acquired from such Prothena Group Company for no additional consideration. If (i) Elan is unable to acquire from such Prothena Group Company any right, title or interest in, to or under such Improperly Transferred Prothena IP reasonably requested by Biogen Idec and (ii) Biogen Idec subsequently acquires such right, title or interest, Elan will reimburse Biogen Idec for all reasonable cost and expenses incurred by Biogen Idec in such acquisition. This Section 3.11(f) shall not apply to the licenses granted by Elan to Neotope Biosciences Limited pursuant to the Intellectual Property License and Conveyance Agreement among Neotope Biosciences Limited, Elan and Elan Inc., dated as of December 20, 2012, and the Amended and Restated Intellectual Property License and Contribution Agreement among Neotope Biosciences Limited, Elan and Elan Inc., dated as of December 20, 2012, to use antibodies 6F10, 5E10, 5D8 and 8G9, which specifically bind ELND-002, solely for research purposes relating to certain research projects defined in such agreements (such licenses, the “Excluded Prothena Licenses”).

(g) If, at any time, either Party determines that any Patent or other Intellectual Property (other than Know-how) that is necessary or useful to, or any Know-how that is necessary to, Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported any Alpha-4 Integrin Product or JCV Assay, or that relates to PML or JCV, was discovered, developed, conceived or reduced to practice prior to the Closing pursuant to or in connection with any agreement between Elan and any Prothena Group Company, and such Patent, Know-how or other Intellectual Property was not included in the Transferred Intellectual Property assigned to Biogen Idec at the Closing (such Patent, Know-how or other Intellectual Property, the “Blocking Prothena IP”), then Elan shall, at its own expense, use commercially reasonable efforts to exercise any rights granted to Elan under any agreement between Elan and such Prothena Group Company to acquire any right, title or interest in, to or under such Blocking Prothena IP to acquire from such Prothena Group Company any right, title or interest in, to or under such Blocking Prothena IP reasonably requested by Biogen Idec, and Elan

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shall transfer and assign to Biogen Idec any such rights, title and interests acquired from such Prothena Group Company for no additional consideration. If (i) Elan is unable to acquire from such Prothena Group Company any right, title or interest in, to or under such Blocking Prothena IP reasonably requested by Biogen Idec and (ii) Biogen Idec subsequently acquires such right, title or interest, Elan will reimburse Biogen Idec for all reasonable cost and expenses incurred by Biogen Idec in such acquisition. This Section 3.11(g) shall not apply to the Excluded Prothena Licenses.

(h) Elan hereby assigns to Biogen Idec, as of the Closing and to the extent permitted by applicable law, all of Elan’s rights under any confidentiality, proprietary information and/or invention agreement, or any similar agreement, between Elan and any TYSABRI Employee, including the TYSABRI Employees set forth on Schedule 3.11(h), with respect to any Alpha-4 Integrin Product Confidential Information, any Transferred Intellectual Property or any Patent, Know-how or other Intellectual Property that would have been “Transferred Intellectual Property” under this Agreement if it had been Controlled by Elan on Closing Date; provided, however, that, if the assignment of any such rights is not permitted by applicable law, Elan shall, at the request of Biogen Idec, enforce such rights for the benefit of Biogen Idec. Biogen Idec shall reimburse Elan for any costs and expenses that Elan incurs with respect to enforcing such rights for the benefit Biogen Idec; provided, however, that if such enforcement is necessary because of Elan’s negligence prior to the Closing, Elan shall bear such costs and expenses.

4.1. Upfront Payment. Subject to the terms and conditions of this Agreement, Biogen Idec shall make a one-time payment to Elan at the Closing of three billion, two hundred forty-nine million dollars ($3,249,000,000) plus the Estimated Closing Date Inventory Value set forth in the statement referred to in the first sentence of Section 4.8 (together, the “Upfront Payment”), which payment shall be irrevocable, non-refundable and non-creditable toward any other payments due to Elan.

4.2. Contingent Payments.

(a) Subject to the terms and conditions of this Agreement, Biogen Idec or its designated Affiliates shall pay to Elan, with respect to aggregate Net Sales in all countries in the Territory during the twelve (12) month period beginning on the first day of the first full calendar month after the Closing Date (the “Initial Contingent Payment Period”), twelve percent (12%) of aggregate Net Sales during such period in all countries in the Territory.

(b) Subject to the terms and conditions of this Agreement, Biogen Idec or its designated Affiliates shall pay to Elan, with respect to aggregate Net Sales in all countries in the Territory during the period (if any) beginning on the first day after the end of the Initial Contingent Payment Period and ending on December 31, 2014, the following amounts:

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(c) Subject to the terms and conditions of this Agreement, Biogen Idec or its designated Affiliates shall pay to Elan, with respect to aggregate Net Sales in all countries in the Territory during calendar year 2015 and each calendar year thereafter in the Term, the following amounts:

By way of example only, if the Net Sales in calendar year 2015 were $2.5 billion, the amount owed pursuant to this Section 4.2(c) would be the sum of (A) 18% of $2.0 billion (or $360 million) and (B) 25% of $500 million (or $125 million), for a total of $485 million.

(d) For purposes of Section 4.2(b) and Section 4.2(c), “Threshold” shall mean:

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(e) For purposes of this Agreement, “Contingent Payments” shall mean the payments payable to Elan under Section 4.2. No Contingent Payments will be payable with respect to sales between or among Biogen Idec and its Affiliates.

(f) If, during the Term, Biogen Idec reasonably determines in good faith that, in order to avoid infringement of any Patent of any Third Party, it is necessary to (i) obtain a license from such Third Party in order for Biogen Idec or any of its Affiliates, distributors or licensees to make, have made, use, market, sell, distribute, export, import, offer for sale, or have sold, distributed or imported, TYSABRI in any country in the Territory and (ii) pay royalties or other monetary consideration to such Third Party under such license, then the Contingent Payments shall be reduced by an amount equal to fifty percent (50%) of the amount payable by Biogen Idec or its Affiliate to such Third Party under such license, but only to the extent that such amount is paid in consideration of a license to make, have made, use, market, sell, distribute, export, import, offer for sale, or have sold, distributed or imported TYSABRI. Any such amounts that Biogen Idec is not able to reduce in a Calendar Quarter will be carried forward for reductions against Contingent Payments in subsequent Calendar Quarters. For the sake of clarity, the Contingent Payments shall not be reduced pursuant to this Section 4.2(f) with respect to any amounts paid by Biogen Idec or its Affiliate to a Third Party under the Transferred License Agreements or any licenses held by Biogen Idec or its Affiliates prior to the Closing Date.

(g) [Intentionally omitted.]

(h) If, during the Term, Elan challenges under any court Action, or before any patent office, in any country in the Territory, the validity, patentability, enforceability, scope or non-infringement of any Elan Patent or any other Patent Controlled by Biogen

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Idec or any of its Affiliates that (i) claims an Alpha-4 Integrin Product or any uses of Alpha-4 Integrin Products, (ii) claims a JCV Assay or any uses of a JCV Assay, or (iii) otherwise relates to PML or JCV, or initiates a reexamination of any such Patent, or assists any Third Party to conduct any of the foregoing activities (each, a “Challenge”), then the Net Sales in such country shall thereafter be excluded from the calculation of the Contingent Payments. Elan will notify Biogen Idec at least thirty (30) days prior to initiating any such Challenge.

4.3. Payment Terms.

(a) Biogen Idec or its designated Affiliates shall make Contingent Payments to Elan with respect to each Calendar Quarter within sixty (60) days after the end of such Calendar Quarter, and each such Contingent Payment shall be accompanied by a report identifying the Net Sales for such Calendar Quarter and the amount payable to Elan. All Contingent Payments not made when due shall bear interest, calculated from the date such Contingent Payment was due, at the rate of two percent (2%) over the prime rate of interest as published in the weekly Federal Reserve H.15 Bulletin, or any successor bulletin thereto. Biogen Idec shall, as soon as reasonably practicable after the end of each calendar year, recalculate the Contingent Payments for such calendar year based on changes to Net Sales that arose as a result of the preparation of the audited financial statements for Biogen Idec and its Affiliates for such calendar year and issue a final report to Elan for such calendar year. If the amount of the Contingent Payments for such calendar year as recalculated exceeds the amount of Contingent Payments actually paid by Biogen Idec pursuant to Section 4.2 for such calendar year, Biogen Idec will pay Elan the amount of such excess as soon as reasonably practicable. If the amount of the Contingent Payments for such calendar year actually paid by Biogen Idec pursuant to Section 4.2 exceeds the amount of Contingent Payments as recalculated, the amount of such excess will be applied against the payment of the next Contingent Payment thereafter until such excess has been applied in full.

(b) If Net Sales in any Calendar Quarter during the Term are less than zero (as a result of returns or recalls of TYSABRI or any other circumstance), then Biogen Idec will not be obligated to make Contingent Payments to Elan for such Calendar Quarter, and for purposes of calculating Contingent Payments with respect to the fourth Calendar Quarter of such year, Net Sales for such fourth Calendar Quarter shall be reduced by the aggregate amount of negative Net Sales in each Calendar Quarter of such year in which Net Sales are less than zero. If, as a result of such reduction, the aggregate Net Sales with respect to such fourth Calendar Quarter are less than zero, then, for purposes of calculating Contingent Payments with respect to the first Calendar Quarter of the next succeeding year, Net Sales for such first Calendar Quarter shall be reduced by the amount of negative Net Sales in the fourth Calendar Quarter of the immediately preceding year.

(c) Each payment under this Agreement shall be made by electronic transfer in immediately available funds via either a bank wire transfer, an ACH (automated clearing house) mechanism, or any other means of electronic funds transfer, at Biogen Idec’s election, to such bank account as Elan shall designate in a notice at least five (5) Business Days before the payment is due.

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(d) All payments due under this Agreement shall be made in United States dollars. Whenever, for the purposes of calculating Contingent Payments, conversion from any foreign currency will be required, all amounts will first be calculated in the currency of sale and then converted into United States dollars by applying the monthly average rate of exchange calculated by using the foreign exchange rates published in Bloomberg during the applicable month starting two (2) Business Days before the beginning of such month and ending two (2) Business Days before the end of such month as utilized by Biogen Idec, in accordance with generally accepted accounting principles, fairly applied and as employed on a consistent basis throughout Biogen Idec’s operations. For the avoidance of doubt, for all purposes in this Agreement, any hedging or derivatives transaction engaged in by Biogen Idec with respect to sales of TYSABRI shall be disregarded.

(e) If, at any time, legal restrictions prevent the prompt remittance of part or all Contingent Payments with respect to any country in the Territory where TYSABRI is sold, Contingent Payments shall continue to be accrued in such country and Net Sales in such country shall continue to be reported, but such Contingent Payments will not be paid until they may be removed from the country or, at Elan’s request, shall be paid in the local currency into a local bank designated by Elan for the account of Elan. If such Contingent Payments are accrued, then at such time as Biogen Idec is able to remove currency from such country it shall also remove and pay such Contingent Payments accrued on Elan’s behalf.

4.4. Tax Matters.

(a) VAT. In this Agreement the amount of any payment for a supply of goods or services or the value of any supply (including the value of any supply referred to in calculating any sum due under this Agreement) made or deemed to be made pursuant to this Agreement shall be taken to be exclusive of any VAT properly chargeable on the supply and the amount of such VAT properly chargeable shall be paid by Biogen Idec in addition to any payment due under this Agreement or, if no payment is due, the amount of such VAT properly chargeable shall be paid at the time the supply is made or a VAT invoice is issued, whichever is earlier. The Parties acknowledge and agree that no VAT liability is expected to arise on any supplies of goods or services arising under this Agreement based, in particular, on the representations and warranties included in Sections 7.2(ee), 7.3(c) and 7.3(d). Notwithstanding the above or anything to the contrary herein, if either Party determines that VAT is properly chargeable by reason of a misrepresentation by Biogen Idec in Section 7.3(c) and 7.3(d) in respect of the supply of goods or services arising under, or as a result of, this Agreement, the relevant amounts to be paid by Biogen Idec shall be increased by the amount of such VAT properly chargeable. If either Party determines that VAT is properly chargeable due to the actions of Elan or by reason of a misrepresentation by Elan (including a misrepresentation by Elan in Section 7.2(ee)), then the amount of such VAT properly chargeable shall be paid by Elan, provided that if such amount is recoverable in whole or in part by Biogen Idec, then Biogen Idec shall take all necessary steps to recover such amount and, as soon as practicable after receipt by Biogen Idec of any recovered amount, Biogen Idec shall pay to Elan such recovered amount.

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(b) Tax Cooperation. The Parties agree to cooperate with respect to the preparation of, and to produce on a timely basis, any tax forms, reports or other documentation, including an original IRS Form W-8BEN (claiming an exemption from withholding under the US/Irish income tax treaty with respect to the Upfront Payment and the Contingent Payments), reasonably requested by the other Party in connection with this Agreement. Elan shall prepare and deliver to Biogen Idec a complete, accurate and original IRS Form W-8BEN for the Upfront Payment no later than ten (10) days prior to the Closing Date. If there is a change in the beneficial owner or in the corporate status of Elan, or a change in any tax forms previously requested by Biogen Idec in connection with this Agreement, (i) Elan shall notify Biogen Idec of such change in beneficial owner or status, or Biogen Idec shall notify Elan of such change in tax forms, within five (5) Business Days after such change and (ii) Elan shall provide to Biogen Idec an updated Form W-8BEN and any other tax forms reasonably requested by Biogen Idec at least five (5) Business Days prior to the next Contingent Payment due date and, in any event, no later than thirty (30) days following such change. Each Party further agrees to provide reasonable cooperation to the other Party, at the other Party’s expense, in connection with any official or unofficial tax audit or contest relating to payments made by Biogen Idec to Elan under this Agreement.

(c) Withholding Tax Matters.

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(d) Stamp Taxes. Any stamp taxes (save for Irish stamp duty, which shall be governed by the provision of Section 4.4(e) below), sales and use taxes, property taxes, or similar taxes, excises or duties imposed in connection with this Agreement, the Transactions or the recording of any sale, transfer or assignment of property (or any interest therein) effected pursuant to this Agreement shall be paid by Biogen Idec.

(e) Irish Stamp Duty.

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(f) Installment Sale Reporting. The Parties agree to treat the Contingent Payments as part of an installment sale for U.S. federal income tax purposes, and Elan will not elect out of such treatment under Section 453(d) of the Code or otherwise take an inconsistent position in connection with any U.S. tax filing or in any proceeding with a U.S. taxing authority.

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(g) Exclusive Remedy. This Section 4.4 shall provide the sole and exclusive rights under which Elan may be entitled to payments from Biogen Idec or its Affiliate in respect of any taxes. Notwithstanding any other provision of this Agreement, including, but not limited to, Section 3.3 or Section 12.1, no amounts shall be payable by Biogen Idec or its Affiliate in respect of any taxes, other than pursuant to this Section 4.4.

4.5. Reports; Audit Rights.

(a) After the Closing Date, during the Term, Biogen Idec shall furnish to Elan

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(b) Biogen Idec shall maintain complete and accurate books and records in sufficient detail to enable Elan and its Affiliates to (i) calculate and verify Net Sales in each country in the Territory and (ii) calculate and verify the Contingent Payments. Such records shall be maintained for a period of at least six (6) years from the date of creation of individual records.

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(c) Upon the reasonable request of Elan (no more frequently than once per Calendar Quarter), a meeting shall be held via teleconference between the Chief Financial Officer of Elan (or his designee) and the Chief Financial Officer of Biogen Idec (or his designee, who shall have sufficient knowledge and experience regarding the subject matter of the meeting). The sole purpose of the meeting will be for the representative(s) of Biogen Idec to explain the calculations set forth in the reports, budgets and other information provided by Biogen Idec to Elan pursuant to Section 4.5(a) and to provide a financial and analytical review of the Net Sales referenced in the Net Sales reports for such Calendar Quarter, including an explanation of any significant increases or decreases in Net Sales. For the sake of clarity, there shall be no discussion of the operational aspects of the TYSABRI Business during the meeting and nothing in

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this Section 4.5(c) shall in any way limit or affect Biogen Idec’s right to operate all aspects of the TYSABRI Business in its sole discretion.

4.6. Financial Reconciliation.

(a) The Parties acknowledge and agree that Elan and BIMA shall continue to report, reconcile and make quarterly cash settlement payments for amounts due to each other pursuant to Exhibit B and other provisions of the Collaboration Agreement and the Related Documents (as defined in the Termination Agreement) (including all amounts due for development and other costs incurred with respect to the JCV Assay) with respect to the period ending December 31, 2012 and with respect to the period beginning on January 1, 2013 and ending on the last day of the month in which Closing occurs (such period beginning January 1, 2013, the “Stub Period”). Such reports, reconciliations and cash settlements will be made using the same procedures and methodologies used by Elan and BIMA for the most recent quarter close in 2012 prior to the Execution Date. (In the event the Closing does not occur on the last day of a month, Biogen Idec will have the same rights and obligations that BIMA would have had under the Collaboration Agreement and the Related Documents between the Closing Date and the end of such month for purposes of this Section 4.6(a).)

(b) Within sixty (60) days after the end of the Stub Period, Biogen Idec will prepare a reconciliation statement that sets forth the following amounts: (i) the aggregate amount paid or payable by BIMA to Elan for the Stub Period as described in Section 4.6(a); and (ii) an amount equal to the product of (A) the total number of units of inventory included in the Transferred Inventory and (B) the per unit price paid or payable by Elan to acquire such units from Biogen Idec and its Affiliates prior to the Closing Date (the “Closing Date Inventory Value”).

(c) The amount set forth under Section 4.6(b)(i) shall be payable by Biogen Idec within ninety (90) days after the end of the Stub Period and the amount set forth under Section 4.6(b)(ii) shall be payable to the extent and on the terms set forth in Section 4.8.

(d) If, after the preparation of the reconciliation statement pursuant to Section 4.6(b), either Party receives from a Third Party an invoice or claim for any costs or expenses included in gross-to-net sales accounting or that would qualify as a deduction from Net Sales under this Agreement (i.e., those set forth in clauses (i) through (ix) of Section 1.1(gg)) with respect to sales of TYSABRI prior to the end of the Stub Period, the Party who made the sales to which such costs or expenses relate shall bear one hundred percent (100%) of such costs and expenses. In the event that Biogen Idec receives an invoice or claim for a Third Party with respect to costs or expenses related to sales made by Elan prior to the end of the Stub Period, Biogen Idec shall be permitted to deduct such costs or expenses from any subsequent Contingent Payment(s), but only if Elan has failed to pay Biogen Idec such costs and expenses within thirty (30) days after Elan’s receipt of a request for and reasonable documentation of such costs and expenses from Biogen Idec.

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4.7. Allocation of Upfront Payment; Tax Matters. The Parties agree that the Upfront Payment and Assumed Liabilities shall be allocated as follows: (a) a portion equal to the fair market value of the Transferred Inventory on the Closing Date shall be allocated to the Transferred Inventory; and (b) the remainder shall be allocated to the Elan Patents, of which four hundred million dollars ($400,000,000) shall be allocated to Elan Inc. in final settlement of the Intercompany Agreement between Elan Inc. and Elan Pharma International Limited, dated 22 November 2004, under which Elan Inc. was compensated for its funding of early stage research for TYSABRI (the “Allocation”). Elan and Biogen Idec agree to (i) be bound by the Allocation; (ii) act in accordance with the Allocation in the preparation and filing of all tax returns (including filing Form 8594 with its federal income tax return for the taxable year that includes the Closing Date); and (iii) take no position inconsistent with the Allocation for all tax purposes. In the event that any tax authority disputes the Allocation, Biogen Idec or Elan, as the case may be, shall promptly notify the other Party of the nature of such dispute.

4.8. Closing Date Inventory Value Adjustment. Elan will deliver to Biogen Idec a written statement of the Estimated Closing Date Inventory Value at least two (2) Business Days prior to the Closing Date. In accordance with Section 4.6(b), within sixty (60) days after the Closing, Biogen Idec shall prepare and deliver to Elan a written statement of the Closing Date Inventory Value and the amount of any Closing Date Inventory Value Adjustment (the “Closing Date Inventory Value Statement”). Within ten (10) days after the delivery of the Closing Date Inventory Value Statement, Biogen Idec shall pay the Closing Date Inventory Value Adjustment to Elan, if the Closing Date Inventory Value Adjustment is positive. If the Closing Date Inventory Value Adjustment is negative, then Biogen Idec shall be permitted to deduct the Closing Date Inventory Value Adjustment from any subsequent Contingent Payment(s), but only if Elan has failed to pay Biogen Idec such costs and expenses within thirty (30) days after Elan’s receipt of a request for and reasonable documentation of such costs and expenses from Biogen Idec.

4.9. TYSABRI Transactions.

(a) Certain Definitions. For purposes of this Agreement:

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By way of example only, if the aggregate Net Sales for the calendar year ending immediately prior to a TYSABRI Transaction is two billion five hundred million dollars ($2,500,000,000), the Applicable Percentage with respect to such TYSABRI Transaction would be calculated as follows: ($360,000,000 + 0.25*($2,500,000,000 – $2,000,000,000)) / $2,500,000,000, which equals $485,000,000 / $2,500,000,000, or 19.4%.

For the sake of clarity, the Applicable Percentage shall only be calculated once with respect to each TYSABRI Transaction.

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(b) Transaction with an Affiliate. If Biogen Idec or any of its Affiliates assigns (including by operation of law), sells, transfers, grants or otherwise disposes of the exclusive or non-exclusive right to sell TYSABRI in any country or countries in the Territory to an Affiliate of Biogen Idec that, at such time, is not a bound by this Agreement (an “Affiliate Transferee”), Biogen Idec shall, at or prior to the consummation of such transaction and as a condition thereto, cause such Affiliate Transferee to execute and deliver to Elan an agreement pursuant to which such Affiliate Transferee shall agree that, effective upon the consummation of such transaction, such Affiliate Transferee shall be bound by this Agreement to the same extent as Biogen Idec and the transferor Affiliate(s) with respect to sales of TYSABRI by such Affiliate Transferee. For clarity, (i) sales of TYSABRI by such Affiliate Transferee in such country or countries shall be treated as “sales of TYSABRI in such country by Biogen Idec or any of its Affiliates” for purposes of calculating Net Sales pursuant to Section 1.1(gg) and (ii) this Section 4.9(b) is not intended to limit or modify the provisions of Section 4.4.

(c) TYSABRI Transactions in Major Market Countries. If Biogen Idec or any of its Affiliates engages in a TYSABRI Transaction in a Major Market Country with a Third Party Transferee, then, prior to the consummation of such TYSABRI Transaction, Biogen Idec shall elect, in its sole discretion, by giving notice to Elan, to either: (x) treat Net Sales by such Third Party Transferee in such Major Market Country as Net Sales of Biogen Idec or any of its Affiliates for all purposes of this Agreement in accordance with Section 4.9(c)(i) or (y) cause such Third Party Transferee to assume the obligation to make Contingent Payments with respect to Net Sales by such Third Party Transferee in

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such Major Market Country in accordance with Section 4.9(c)(ii). After consummation of a TYSABRI Transaction in a Major Market Country, Biogen Idec shall have the right, in its sole discretion, to change its election pursuant to this Section 4.9(c) with respect to such TYSABRI Transaction, provided that Biogen Idec complies with the provisions of this Section 4.9(c) in making such change.

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(d) TYSABRI Transactions in Minor Market Countries.

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(e) Alternative TYSABRI Transactions. If Biogen Idec or any of its Affiliates that is bound by this Agreement merges or consolidates with or into any Third Party and, as a result thereof and by operation of law, a TYSABRI Transaction in a Minor Market Country is consummated with such Third Party (an “Alternative TYSABRI Transaction”), unless the TYSABRI Rights in such Minor Market Country that are the subject of such Alternative TYSABRI Transaction are the sole assets of Biogen Idec or such Affiliate, as the case may be, immediately prior to such consummation, then the provisions of this Section 4.9(e), and not any other provision of this Section 4.9, shall apply. If Biogen Idec or any of its Affiliates that is bound by this Agreement (the “merging Affiliate”) engages in an Alternative TYSABRI Transaction in a Minor Market Country with a Third Party, Biogen Idec or the merging Affiliate shall elect, in its sole discretion, by giving notice to Elan, to either: (x) designate one of its surviving Affiliates that is bound by this Agreement (the “designated Affiliate”) to retain the obligation of Biogen Idec or the merging Affiliate to make Contingent Payments with respect to Net Sales in such Minor Market Country and treat Net Sales by such Third Party in such Minor Market Country as Net Sales of Biogen Idec or any of its Affiliates for all purposes of this Agreement in accordance with Section 4.9(e)(i) or (y) cause such Third Party to assume the obligation to make Contingent Payments with respect to Net Sales by such Third Party in such Minor Market Country in accordance with Section 4.9(e)(ii).

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(f) General. In the event that Biogen Idec or any of its Affiliates that is bound by this Agreement engages in a transaction that is not a TYSABRI Transaction, Alternative TYSABRI Transaction, Standard Distribution Transaction or a transaction described in Section 14.1(c) and, as a result of such transaction, a Third Party obtains TYSABRI Rights in any country in the Territory, such transaction shall be treated as a TYSABRI Transaction for purposes of this Section 4.9.

4.10. Distribution Transactions.

(a) New Standard Distribution Transactions.

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For purposes of this Agreement, “Standard Distribution Transaction” shall mean any transaction pursuant to which (x) Biogen Idec or any of its Affiliates (or a Third Party to which Biogen Idec or one of its Affiliates has previously granted rights to sell TYSABRI (an “Existing TYSABRI Distributor”)) grants rights to sell TYSABRI to any Third Party (whether exclusive or non-exclusive) in any country in the Territory and (y) neither Biogen Idec nor any of its Affiliates (or such Existing TYSABRI Distributor) is entitled to receive any consideration other than the consideration described in subsections (i)(A) and (i)(B) above from such Third Party in connection with such transaction.

(b) Termination of Distribution Arrangements. If Biogen Idec or any of its Affiliates terminates or otherwise does not renew an agreement or relationship with a Distributor relating to sales of TYSABRI by such Distributor in any country, and Biogen Idec or any of its Affiliates thereafter sells TYSABRI directly to customers in such country, then such sales of TYSABRI by Biogen Idec and its Affiliates shall be treated as “sales of TYSABRI in such country by Biogen Idec or any of its Affiliates” for purposes of calculating Net Sales pursuant to Section 1.1(gg). If Biogen Idec or any of its Affiliates pays Non-Royalty Consideration to a Distributor in connection with such termination or non-renewal, Elan shall elect, in its sole discretion, by giving notice to Biogen Idec to either: (x) pay to Biogen Idec the Applicable Percentage of such Non-Royalty Consideration or (y) have Net Sales by Biogen Idec and its Affiliates in the

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relevant country be subject to a downward adjustment, which downward adjustment shall be calculated by multiplying the applicable Net Sales by Biogen Idec and its Affiliates by the fraction (X-Y)/X, where X is the average Net Sales per unit sold of TYSABRI by such Distributor in such country during the twelve (12) calendar month period ending immediately prior to such termination or non-renewal (calculated by applying the definition of Net Sales in Section 1.1(gg) as if it applied to sales of TYSABRI by such Distributor and dividing such Net Sales by the number of units of TYSABRI sold by such Distributor) and Y is the average purchase price per unit paid by such Distributor to purchase TYSABRI from Biogen Idec or any of its Affiliates for resale in such country during the twelve (12) calendar month period ending immediately prior to such termination or non-renewal.

5.1. Closing. The closing of the purchase and sale of the Transferred Assets and the assumption of the Assumed Liabilities (the “Closing”) shall take place at the offices of Appleby LLP in Hamilton, Bermuda, at 11:00 A.M., local time, on the Closing Date. Immediately after the Clearance Date, Biogen Idec and Elan shall mutually select a date during the five (5) Business Day period following the Clearance Date on which the Closing will occur, subject to the satisfaction (or, to the extent permitted, waiver) of all of the conditions set forth in Section 6 on or before such date (the “Closing Date”); provided, however, that if the Clearance Date occurs during the last twelve (12) Business Days of a Calendar Quarter, then the Closing Date shall be the first (1^st) Business Day of the subsequent Calendar Quarter or such other date as Biogen Idec and Elan mutually agree, in each case subject to the satisfaction (or, to the extent permitted, waiver) of all of the conditions set forth in Section 6 on or before such date. The Closing shall be deemed to occur and be effective at 11:59 P.M., local time, on the Closing Date. For the avoidance of doubt, Biogen Idec shall not be required to close during the last twelve (12) Business Days of any Calendar Quarter.

5.2. Closing Deliveries by Elan. At the Closing, Elan Pharma International Limited will deliver or cause to be delivered to Biogen Idec (unless delivered previously) each of the following items, duly executed by Elan or its Affiliate(s), as applicable:

(a) the Termination Agreement;

(b) an Assignment of Patents, an Assignment of Trademarks and an Assignment of Domain Names, substantially in the forms set forth in Exhibit D (the “IP Assignments”);

(c) an assignment and assumption agreement covering the assignment to, and assumption by, Biogen Idec of the Assumed Liabilities, substantially in the form set forth in Exhibit E (the “Assignment and Assumption Agreement”);

(d) the certificate required to be delivered by Elan Pharma International Limited pursuant to Section 6.1(c);

(e) letters from Elan or its Affiliate(s), as applicable, addressed to the applicable Regulatory Authorities transferring the rights to each of the Clinical Trial

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Applications, Drug Approval Applications, Product NDCs and Regulatory Approvals to Biogen Idec, in forms reasonably acceptable to Biogen Idec; and

(f) copies of, or evidence that Elan has obtained, all Required Third Party Consents set forth on Schedule 5.2(f) (the “Material Consents”).

5.3. Closing Deliveries by Biogen Idec. At the Closing, Biogen Idec will deliver or cause to be delivered to Elan (unless delivered previously) each of the following items, duly executed by Biogen Idec or its Affiliate(s), as applicable:

(a) the Termination Agreement;

(b) the Upfront Payment;

(c) the IP Assignments;

(d) the Assignment and Assumption Agreement; and

(e) the certificate required to be delivered by Biogen Idec pursuant to Section 6.2(c).

6.1. Conditions Precedent to Biogen Idec’s Obligations on the Closing Date. All of the obligations of Biogen Idec arising hereunder on the Closing Date are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Biogen Idec in writing):

(a) The representations and warranties of Elan (i) contained in Section 7.1(a), Section 7.1(b)(ii), Section 7.2(a), Section 7.2(c), Section 7.2(h), Section 7.2(i), Section 7.2(s), the first sentence of Section 7.2(t), Section 7.2(v), Section 7.2(z), Section 7.2(bb), Section 7.2(dd), Section 7.2(ee) and Section 7.2(ff) (the “Specified Sections”) shall be true and correct in all respects both when made and at the Closing with the same force and effect as if made as of the Closing Date, (other than such representations and warranties that expressly speak only as of a specific date or time, which shall be true and correct in all respects as of such specified date or time, and other than the representations and warranties contained in Section 7.2(h), Section 7.2(i) and Section 7.2(s), which shall be true and correct in all respects only to the extent related to the Transferred Intellectual Property referenced therein that relates to TYSABRI); (ii) contained in Section 7.2(b), Section 7.2(e), Section 7.2(f) and Section 7.2(p) shall be true and correct in all material respects both when made and at the Closing with the same force and effect as if made as of the Closing Date, (other than such representations and warranties that expressly speak only as of a specific date or time, which shall be true and correct in all material respects as of such specified date or time); and (iii) contained in this Agreement (other than the Specified Sections and the Sections described in clause (ii) of this Section 6.1(a)) shall be, without giving effect to any materiality qualifier in such representations and warranties, true and correct in all respects both when made and at the Closing with the same force and effect as if made as of the Closing Date, (other than such representations

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and warranties that expressly speak only as of a specific date or time, which shall be true and correct as of such specified date or time), except where the failure of such representations and warranties referenced in this clause (iii) to be true and correct at such time as has not had and would not reasonably be expected to have, in the aggregate, a TYSABRI Material Adverse Change.

(b) Elan shall, or shall cause its Affiliates to, have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement to be complied with and performed by Elan at or before the Closing.

(c) Elan Pharma International Limited shall have delivered to Biogen Idec a certificate dated as of the Closing Date and executed by an authorized officer of Elan to the effect that each of the conditions specified above in Sections 6.1(a) and (b) is satisfied in all respects.

(d) No Governmental Order shall be in effect which (i) prevents consummation of any of the Transactions, (ii) would result in any of the Transactions being rescinded following consummation, (iii) would limit or otherwise adversely affect the right of Biogen Idec (or any Affiliate thereof) to operate all or any portion of the TYSABRI Business or Transferred Assets or any portion of the business or assets of Biogen Idec or any of its Affiliates, (iv) would compel Biogen Idec or any of its Affiliates to dispose of all or any portion of either the TYSABRI Business or Transferred Assets or the business or assets of Biogen Idec or any of its Affiliates, or (v) would require Biogen Idec (or any Affiliate thereof) to pay a fine or other penalty.

(e) (i) No Action by a Merger Control Legislation Authority shall be pending or threatened in writing which seeks a Governmental Order, and (ii) no Action by any Person (other than a Merger Control Legislation Authority) shall be pending which seeks, and in the reasonable good faith determination of Biogen Idec would reasonably be expected to result in, a Governmental Order, in each case, which Governmental Order would (A) prevent consummation of any of the Transactions, (B) result in any of the Transactions being rescinded following consummation, (C) limit or otherwise adversely affect the right of Biogen Idec (or any Affiliate thereof) to operate all or any portion of the TYSABRI Business or Transferred Assets or any portion of the business or assets of Biogen Idec or any of its Affiliates, (D) compel Biogen Idec or any of its Affiliates to dispose of all or any portion of either the TYSABRI Business or Transferred Assets or the business or assets of Biogen Idec or any of its Affiliates, or (E) require Biogen Idec (or any Affiliate thereof) to pay a fine or other penalty.

(f) The waiting periods and approvals necessary to permit Closing under all Merger Control Legislation filings shall have expired or terminated or been obtained.

(g) Since the Execution Date, there shall have been no events or occurrences that resulted in a TYSABRI Material Adverse Change.

(h) The actions specified in Section 5.2 shall have been completed.

(i) Elan shall have obtained all Material Consents.

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(j) Elan shall have prepared and delivered to Biogen Idec a complete, accurate and original IRS Form W-8BEN for the Upfront Payment in accordance with Section 4.4(b).

(k) Elan shall have terminated, and delivered evidence of such termination to Biogen Idec, any and all services provided to Elan by any Prothena Group Company that relate to TYSABRI or any other Alpha-4 Integrin Products or JCV Assays, or to JCV or PML.

(l) Elan shall have delivered to Biogen Idec true and complete copies of any confidentiality, proprietary information and/or invention agreement, or any similar agreement, between Elan and any TYSABRI Employee set forth on Schedule 3.11(h).

(m) Biogen Idec shall have received from Elan a copy of a written agreement with the Office of Inspector General of the United States Department of Health and Human Services, in a form and substance reasonably satisfactory to Biogen Idec, that the Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Elan Corporation, plc, dated as of December 15, 2010, shall in no way apply to Biogen Idec or any of its products following the consummation of the Transactions.

6.2. Conditions Precedent to Elan’s Obligations on the Closing Date. All of the obligations of Elan arising hereunder on the Closing Date are subject to fulfillment, prior to or at the Closing, of the following conditions (compliance with which or the occurrence of which may be waived in whole or in part by Elan in writing):

(a) The representations and warranties of Biogen Idec contained herein shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality and the representations and warranties set forth in Sections 7.1, 7.3(c), 7.3(d) and 7.3(e)) or in all material respects (in the case of any other representations or warranties), in each case, both when made and at the Closing with the same force and effect as if made as of the Closing Date (other than such representations and warranties that expressly speak only as of a specific date or time, which shall be true and correct in all respects as of such specified date or time).

(b) Biogen Idec shall have performed and complied in all material respects with all the terms, provisions and conditions of this Agreement to be complied with and performed by Biogen Idec at or before the Closing.

(c) Biogen Idec shall have delivered to Elan a certificate dated as of the Closing Date and executed by an authorized officer of Biogen Idec to the effect that each of the conditions specified above in Sections 6.2(a) and (b) is satisfied in all respects.

(d) No Governmental Order shall be in effect which (i) prevents consummation of any of the Transactions, (ii) would result in any of the Transactions being rescinded following consummation, or (iii) would require Elan (or any Affiliate thereof) to pay a fine or other penalty.

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(e) (i) No Action by a Merger Control Legislation Authority shall be pending or threatened in writing which seeks a Governmental Order, and (ii) no Action by any Person (other than a Merger Control Legislation Authority) shall be pending which seeks, and in the reasonable good faith determination of Elan would reasonably be expected to result in, a Governmental Order, in each case, which Governmental Order would (A) prevent consummation of any of the Transactions, (B) result in any of the Transactions being rescinded following consummation, or (C) require Elan (or any Affiliate thereof) to pay a fine or other penalty.

(f) The waiting periods and approvals necessary to permit Closing under all Merger Control Legislation filings shall have expired or terminated or been obtained.

(g) The actions specified in Section 5.3 shall have been completed.

(h) Biogen Idec shall have paid to Elan in full the Upfront Payment without withholding or deduction of any amount; provided, however, that if, as of the Closing Date, any of Elan’s representations in Sections 7.2(a), 7.2(dd), 7.2(ee) and 7.2(ff) are not true or Elan has not complied with its obligations under Sections 4.4(b) and 4.4(c)(i), then Biogen Idec shall have paid to Elan in full the Upfront Payment less any withholding required under the laws of any jurisdiction.

7.1. By Each Party. Each Party hereby represents and warrants to the other Party as follows:

(a) Such Party is a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has full power and authority to execute and deliver this Agreement and to carry out, or cause to be carried out, the Transactions. This Agreement is a legal and valid obligation binding upon such Party and enforceable in accordance with its terms.

(b) The execution, delivery and performance of this Agreement by such Party and the consummation by such Party of the Transactions does not: (i) conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it is bound; (ii) conflict with or result in any breach of any provisions of the certificate of incorporation, by-laws or other governing documents of such Party; (iii) violate any law, regulation or order of any court, governmental body or administrative or other agency having jurisdiction over it; or (iv) require any consent, approval, authorization or permit of, or filing with or notification to, any governmental entity, except as described in Sections 2.2 and 3.7 and in the Assignment of Patents, Assignment of Trademarks and Assignment of Domain Names.

(c) Except as set forth in Schedule 7.1 or as previously disclosed by such Party to the other Party pursuant to the Collaboration Agreement, there are no Actions pending or, to the knowledge of such Party, threatened in writing concerning such Party or any of its Affiliates with respect to the Transferred Assets, the Alpha-4 Integrin Products, the JCV Assays or the Transactions.

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7.2. By Elan. Except as specifically set forth in Schedule 7.2 (the “Elan Disclosure Schedule”), Elan hereby represents and warrants to Biogen Idec as follows:

(a) Elan is the beneficial owner of the Intellectual Property included in the Transferred Assets (other than such Intellectual Property that is jointly owned by Elan with Biogen Idec or a Third Party, with respect to which Elan is the beneficial owner of the portion of such Intellectual Property that Elan owns and that is being transferred to Biogen Idec hereunder), is a valid resident of Ireland, qualifies under the US/Irish tax treaty limitation of benefits clause and is eligible for reduced withholding under the US/Irish tax treaty. Each of Elan’s Affiliates that is a beneficial owner of any of the Transferred Assets is either a resident of Ireland and qualifies under the US/Irish tax treaty limitation of benefits clause, or is a United States person for U.S. federal income tax purposes.

(b) Elan has not granted any rights to any Person which would conflict with the rights granted to Biogen Idec hereunder.

(c) Elan has the right to grant the licenses granted herein.

(d) Elan has no knowledge of any communication from a Third Party alleging that the Development, manufacture or Commercialization of Alpha-4 Integrin Products or JCV Assays has violated or would violate any of the intellectual property rights owned or controlled by such Third Party.

(e) All of Elan’s employees and officers who are or were involved in the Development, manufacture or Commercialization of Alpha-4 Integrin Products or JCV Assays have executed agreements requiring assignment to Elan of all inventions made during the course of and as a result of their association with Elan and obligating the individual to maintain as confidential the confidential information of Elan. Elan has obtained, or caused its Affiliates, as applicable, to obtain, assignments from the inventors of all Elan inventorship rights relating to the Elan Patents, and all such assignments of inventorship rights relating to the Elan Patents are valid and enforceable.

(f) To Elan’s knowledge, there are no Third Party Patents that might be or would be infringed by the Development, manufacture, use or Commercialization of Licensed Products, other than those that have been brought to the attention of Biogen Idec.

(g) To Elan’s knowledge, there are no Third Party Patents that would be infringed by the Development, manufacture, use or Commercialization of Alpha-4 Integrin Products (other than Licensed Products) or JCV Assays, other than those that have been brought to the attention of Biogen Idec.

(h) Elan is the sole and exclusive owner of and has the sole right, title and interest in and to all Elan Patents set forth on Schedule 1.1(r), Schedule 1.1(t)(A) and Schedule 7.2(q), subject to any rights under such Elan Patents granted to Biogen Idec under the Collaboration Agreement. Elan is the joint owner with Biogen in all the Elan Patents set forth on Schedule 1.1(t)(B). Elan is the joint owner with Third Parties of the

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Elan Patents set forth on Schedule 7.2(h). To Elan’s knowledge, Schedule 1.1(r), Schedule 1.1(t)(A) and Schedule 7.2(q) constitute collectively a complete and correct listing of all Elan Patents Controlled solely by Elan. To Elan’s knowledge, Schedule 7.2(h) and Schedule 1.1(t)(B) constitute collectively a complete and correct listing of all Elan Patents Controlled jointly by Elan with another party.

(i) Elan is the sole and exclusive owner of, and has the sole right, title and interest in and to all of the Transferred Intellectual Property, other than the Intellectual Property set forth on Schedule 1.1(t)(B) and Schedule 7.2(h).

(j) There are no liens or encumbrances on the Transferred Intellectual Property that is solely owned by Elan or owned jointly by Elan and Biogen Idec. To Elan’s knowledge, there are no liens or encumbrances on any Transferred Intellectual Property that is owned jointly by Elan and any Third Party.

(k) To Elan’s knowledge, Schedule 1.1(t)(B) is a complete and correct list of the Collaboration Inventions and Outside of the Scope Inventions (as defined in the Collaboration Agreement) owned jointly by Elan and Biogen Idec.

(l) The list of Product Trademarks set forth on Schedule 1.1(ll) is a complete and correct list of all trademarks Controlled by Elan which are, or have been, used or are intended for use in connection with Licensed Products or JCV Assays in any country in the Territory.

(m) The list of Product Domain Names set forth on Schedule 1.1(jj) is a complete and correct list of all domain names Controlled by Elan which are, or have been, used or are intended for use in connection with Licensed Products or JCV Assays in any country in the Territory.

(n) The list of In-Licenses set forth on Schedule 3.1(g) is a complete and correct list of all Contractual Rights then in effect that are used or held for use by Elan that grant Elan a license to or right to use any Third Party Patent, Know-how or other Intellectual Property for the Development, manufacturing or Commercialization of Alpha-4 Integrin Products or JCV Assays. Except as set forth on Schedule 3.1(g), the assignment of the In-Licenses to Biogen Idec pursuant to this Agreement will not require the consent or approval of any Third Party.

(o) Except as set forth in Schedule 7.2(o), there is no Action that is pending or, to the knowledge of Elan, has been threatened in writing against Elan, by Third Parties with respect to the Transferred Intellectual Property or In-Licenses during the past twelve (12) months, including a challenge to the extent, validity or enforceability of the Elan Patents (including by way of example through the institution or written threat of institution of interference, opposition, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign governmental authority). During the past twelve (12) months, Elan has not made or asserted in writing any charge, complaint, claim, demand or notice alleging any infringement, misappropriation, dilution or violation of any of the Transferred Intellectual Property.

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(p) To Elan’s knowledge, the Elan Patents (other than the Elan Patents set forth on Schedule 7.2(q)) and Product Trademarks are valid and enforceable in all respects.

(q) Except as set forth on Schedule 7.2(q), all of the active and current registrations and applications included in the Elan Patents and Product Trademarks are in good standing, and all fees, payments and filings that have become due with respect to such registrations and applications have been duly made.

(r) During the past twelve (12) months, no Person has asserted in writing, and to the knowledge of Elan, no Person has, any right, title, interest or other claim in, or the right to receive any royalties or other consideration with respect to, any Transferred Intellectual Property.

(s) Except as set forth on Schedule 7.2(s), none of the Transferred Intellectual Property is, or has been (i) canceled, revoked or adjudicated invalid (including by way of example through the institution or written threat of institution of interference, opposition, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any analogous foreign governmental authority), (ii) rendered unenforceable or (iii) subject to any outstanding order, judgment or decree restricting its use or adversely affecting Elan’s rights therein. All royalties, fees or other payments payable by Elan to any Person with respect to the Transferred Intellectual Property pursuant to a license agreement that is a Transferred Contract or In-License have been paid or will be paid by Elan pursuant to Section 4.6.

(t) The list of Contractual Rights set forth on Schedule 3.1(h) is a complete and correct list of all Contractual Rights that are necessary for the Development, manufacturing or Commercialization of Licensed Products or JCV Assays. Except as set forth on Schedule 3.1(h), the assignment of the Transferred Contracts set forth therein to Biogen Idec pursuant to this Agreement will not require the consent or approval of any Third Party.

(u) Elan is not in breach, violation or default (and would not by the lapse of time or the giving of notice or both, be in material default) under the Transferred Contracts, and, to the knowledge of Elan, no other party to any Transferred Contract is in material breach or default (and would not by the lapse of time or the giving of notice or both, be in material default) thereunder. Each Transferred Contract is in full force and effect in accordance with the terms thereof and constitutes a legal, valid and binding agreement of Elan, and, to the knowledge of Elan, is enforceable in accordance with its terms by Elan against each counterparty thereto, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting generally the enforcement of creditors’ rights, and the availability of equitable remedies (whether in a proceeding in equity or at law).

(v) Schedule 7.2(v) sets forth a complete and correct list of all Regulatory Approvals included in the Transferred Assets. Elan is the sole and exclusive owner of all

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such Regulatory Approvals. Each Regulatory Approval is valid and in full force and effect.

(w) Elan has not received any written communication from any Regulatory Authority regarding (i) any material adverse change in any Regulatory Approval, or any failure to materially comply with any applicable laws with respect to the Regulatory Approvals or any term or requirement of any Regulatory Approval, or (ii) any revocation, withdrawal, suspension, cancellation, limitation, termination or material modification of any Regulatory Approval.

(x) To the knowledge of Elan, all applications, submissions, information, claims, reports and statistics, and other data derived therefrom, utilized as the basis for or submitted in connection with any and all requests for Regulatory Approvals when submitted to the Regulatory Authority issuing such Regulatory Approval were true, complete and correct in all respects as of the date of submission, or as subsequently corrected or modified, and any material updates, changes, corrections or modifications to any applicable applications, submissions, information, claims, reports or statistics required by any applicable Regulatory Authority to maintain the Regulatory Approvals have been submitted to such Regulatory Authority.

(y) All pre-clinical and clinical trials conducted by or for Elan with regard to the Alpha-4 Integrin Products and JCV Assays have been conducted in compliance in all material respects with (i) applicable protocols, procedures and controls and (ii) all applicable laws promulgated by the FDA relating thereto, including the FDCA, and its applicable implementing regulations. No Clinical Trial Application filed by or on behalf of Elan with the FDA regarding any Alpha-4 Integrin Product or JCV Assay has been terminated or suspended by the FDA, and the FDA has not commenced, or, to the knowledge of Elan, threatened in writing to initiate, any action to place a clinical hold order on, or otherwise terminate or suspend, any ongoing clinical investigation conducted by or on behalf of Elan involving any Alpha-4 Integrin Product or JCV Assay.

(z) Elan has good and valid title to, or the right to transfer (or cause to be transferred), all the tangible Transferred Assets, including the Transferred Inventory, free and clear of any liens and encumbrances.

(aa) The Transferred Inventory has been stored and shipped by Elan in accordance with all applicable specifications and good manufacturing practices and has not been adulterated or misbranded by Elan as provided for under any applicable law.

(bb) Except as previously disclosed to Biogen Idec, neither Elan nor any of its Affiliates is directly or indirectly engaged in the Development, manufacture or Commercialization of any Alpha-4 Integrin Product or JCV Assay except pursuant to the Collaboration Agreement.

(cc) To the knowledge of Elan, since November 1, 2004, Elan has complied in all material respects with all applicable laws relating to the Development, marketing, Promotion, distribution and Commercialization of TYSABRI in the Territory. Elan has

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not received any written notice of a material violation of material applicable law from any governmental entity relating to TYSABRI since November 1, 2004.

(dd) To the knowledge of Elan, no amount must be withheld or deducted by Biogen Idec from the Upfront Payment, and Elan will take no action, up to and including the time of the Upfront Payment, that would result in an obligation of Biogen Idec to withhold or deduct an amount from the Upfront Payment.

(ee) All of the Transferred Inventory is located in the United States, and all other tangible assets included in the Transferred Assets are not located in Ireland or the European Union.

(ff) None of the Transferred Assets comprise assets described within the terms of Section 980(2) of the Taxes Consolidation Act, 1997.

(gg) Except for the Excluded Prothena Licenses, no Patent, Know-how or other Intellectual Property that would be “Transferred Intellectual Property” under this Agreement if Controlled by Elan on the Execution Date was transferred by Elan to any Prothena Group Company prior to the Execution Date.

(hh) Except for the Excluded Prothena Licenses, no Patents, Know-how or other Intellectual Property that is necessary or useful to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported any Alpha-4 Integrin Product or JCV Assay, or that relates to PML or JCV, has been discovered, developed, conceived or reduced to practice pursuant to or in connection with any agreement between Elan and any Prothena Group Company.

7.3. By Biogen Idec. Except as specifically set forth in Schedule 7.3 (the “Biogen Idec Disclosure Schedule”), Biogen Idec hereby represents and warrants to Elan as follows:

(a) All pre-clinical and clinical trials conducted by or for Biogen Idec with regard to the Alpha-4 Integrin Products and JCV Assays have been conducted in compliance in all material respects with (i) applicable protocols, procedures and controls and (ii) all applicable laws promulgated by the FDA relating thereto, including the FDCA, and its applicable implementing regulations. No Clinical Trial Application filed by or on behalf of Biogen Idec with the FDA regarding any Alpha-4 Integrin Product or JCV Assay has been terminated or suspended by the FDA, and the FDA has not commenced, or, to the knowledge of Biogen Idec, threatened in writing to initiate, any action to place a clinical hold order on, or otherwise terminate or suspend, any ongoing clinical investigation conducted by or on behalf of Biogen Idec involving any Alpha-4 Integrin Product or JCV Assay.

(b) To the knowledge of Biogen Idec, since November 1, 2004, Biogen Idec has complied in all material respects with all applicable laws relating to the Development, marketing, Promotion, distribution and Commercialization of TYSABRI in the Territory. Biogen Idec has not received any written notice of a material violation of material applicable law from any governmental entity relating to TYSABRI since November 1, 2004.

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(c) Biogen Idec is a resident only of Bermuda.

(d) Biogen Idec has no place of business or employees or “establishment” (as defined in the Value-Added Tax Consolidation Act 2010) in Ireland, or in any other EU Member State, and is not registered or required to be registered for any taxes in Ireland or in any other EU Member State.

(e) To the knowledge of Biogen Idec as of the Execution Date, and based in part on Elan’s representations and covenants, including in Sections 7.2(a), 7.2(dd), 7.2(ee) and 7.2(ff), Biogen Idec is not required to withhold or deduct from the Upfront Payment under the laws of any jurisdiction. As of the Execution Date, and based in part on Elan’s representations and covenants, including in Sections 7.2(a), 7.2(dd), 7.2(ee) and 7.2(ff), Biogen Idec does not intend to withhold or deduct from the Upfront Payment with respect to withholding taxes under the laws of any jurisdiction.

7.4. Notice of Certain Events; Updating the Disclosure Schedule. From the Execution Date until the Closing, or the earlier termination of this Agreement in accordance with Section 2.6 or Section 13.1, each of Biogen Idec and Elan (the “Notifying Party”) shall promptly (and in any event prior to the Closing) notify the other Party in writing (with any such writing to include a written update to the Elan Disclosure Schedule or Biogen Idec Disclosure Schedule, as the case may be, to the extent applicable) upon the Notifying Party obtaining knowledge: (a) that any representation or warranty made by the Notifying Party in this Agreement was when made, or has subsequently become, untrue or inaccurate; (b) of the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which has caused or may reasonably be expected to cause any condition to the obligations of any Party to effect the Transactions not to be satisfied; (c) of the failure of the Notifying Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Notifying Party pursuant to this Agreement; (d) of any communication from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Transactions (and the response thereto of such Party or its representatives or agents); (e) of any communication from any governmental authority in connection with the Transactions (and the response thereto of such Party or its representatives or agents); (f) of the commencement or initiation or threat of commencement or initiation of any Action regarding this Agreement or the Transactions or otherwise involving the Transferred Assets, the Alpha-4 Integrin Products or the JCV Assays; (g) of any material development in any pending Action regarding the Transactions or otherwise involving the Transferred Assets, the Alpha-4 Integrin Products or the JCV Assays; or (h) any event, change, development or occurrence between the Execution Date and the Closing Date that causes or is reasonably likely to prevent, delay or impede the ability of such Party to consummate any of the Transactions. The delivery of any notice pursuant to this Section 7.4 shall not cure any breach of any representation or warranty requiring disclosure of such matter or any breach of any covenant, condition or agreement contained in this Agreement or otherwise limit or affect the rights of, or the remedies available to, the Party receiving such notice, including the rights and remedies specified in Section 2.6, Section 5, Section 6, Section 12 or Section 13. For the avoidance of doubt, the closing conditions set forth in Section 6.1 and the indemnification provisions of Section 12 shall be read without giving effect to any update to the Elan Disclosure Schedule or Biogen Idec Disclosure Schedule or other written notices delivered pursuant to this Section 7.4.

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8.1. Unblocking Licenses.

(a) In the event that the Development, manufacture or Commercialization of JCV Assays in the Territory by Biogen Idec or any of its Affiliates would, at any time during the Term, misappropriate and/or infringe any Patent, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates that is not transferred to Biogen Idec hereunder (including Patents, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates after the Closing Date), Elan hereby grants to Biogen Idec and its Affiliates (and shall cause its Affiliates to grant to Biogen Idec and its Affiliates), a worldwide, non-exclusive, non-royalty-bearing license, with the right to sublicense, under such Patent, Know-how and other Intellectual Property to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported JCV Assays in the Territory. For the sake of clarity, the license granted under this Section 8.1(a) shall not extend to assays or other methods, processes or procedures other than JCV Assays in the Territory.

(b) Biogen Idec hereby grants to Elan and its Affiliates (and shall cause its Affiliates to grant to Elan and its Affiliates) a worldwide, co-exclusive with Biogen Idec, non-royalty-bearing license, with the right to sublicense, under any Licensed Transferred Intellectual Property to develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported products that are not Alpha-4 Integrin Products and/or JCV Assays in the Territory. For purposes of this Section 8.1(b), “Licensed Transferred Intellectual Property” means the Elan Patents and Elan Know-how included in the Transferred Intellectual Property that (i) relate to any Alpha-4 Integrin Product (including any Licensed Product) or JCV Assay, or to PML or JCV, or are useful to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported Alpha-4 Integrin Products and/or JCV Assays and (ii) are useful to develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported one or more products other than Alpha-4 Integrin Products or JCV Assays.

8.2. [Intentionally Omitted.]

8.3. Product Trademarks. Elan shall neither use nor seek to register, anywhere in the Territory, any trademarks which are confusingly similar to any Product Trademark or any other trademarks, trade names, trade dress or logos used by or on behalf of any of Biogen Idec and its Affiliates or their sublicensees in connection with an Alpha-4 Integrin Product or JCV Assay.

8.4. Non-Exclusive License to Elan Marks. Elan hereby grants to Biogen Idec and its Affiliates a non-exclusive, non-royalty-bearing right and license, with the right to sublicense, to use the trademarks, trade names, trade dress, service marks, logos and symbols Controlled by Elan after the Closing (the “Elan Marks”) in the Territory solely in connection with the TYSABRI Promotional Materials and labeling for TYSABRI for a reasonable period of time after the Closing Date, not to exceed twenty-four (24) months, within which Biogen Idec and its Affiliates may use and sell existing inventory of TYSABRI Promotional Materials and

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TYSABRI displaying such Elan Marks. For the sake of clarity, the Elan Marks shall not include any of the Product Trademarks, Product Domain Names or any other Transferred Intellectual Property.

8.5. Alpha-4 Integrin Products License.

(a) Elan hereby grants to Biogen Idec and its Affiliates an exclusive (even as to Elan and its Affiliates), non-royalty-bearing, right and license, with the right to sublicense, under any Patents, Know-how and other Intellectual Property Controlled by Elan and its Affiliates that is not transferred to Biogen Idec hereunder (including Patents, Know-how or other Intellectual Property Controlled by Elan or any of its Affiliates after the Closing Date) to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported Alpha-4 Integrin Products in the Territory during the Term. For the sake of clarity, the license granted under this Section 8.5(a) shall not extend to any products (comprising, for example, an agent, chemical entity (including a small molecule), compound, moiety, mixture of chemical compounds and/or molecules, molecule (including biological macromolecules such as proteins, peptides, carbohydrates and nucleic acids), or an extract) other than Alpha-4 Integrin Products in the Territory.

(b) During the Term, Elan shall not acquire, directly or indirectly, any right, title or interest in or to, or derive any benefit from, any Third Party Patent, Know-how or other Intellectual Property that is necessary or useful to Develop, make, have made, use, market, sell, distribute, export, import, offer for sale, have sold, or distributed or imported any Alpha-4 Integrin Product in the Territory, unless such right, title or interest provides Elan with Control of such Patent, Know-how or other Intellectual Property for purposes of Section 8.5(a); provided, however, that an acquisition of a Person of the type described in, and in compliance with, Section 11.3(b) shall not constitute a breach of this Section 8.5(b).

(c) In the event of an acquisition by Elan of a Person as described in, and in compliance with, Section 11.3(b), the license granted by Elan to Biogen Idec and its Affiliates pursuant to Section 8.5(a) shall be non-exclusive with respect to Patents, Know-How and other Intellectual Property Controlled by such Person until the earlier of (i) twelve (12) months after such acquisition or (ii) Elan’s divestment of the portion of such Person that engages in the TYSABRI Business or the Alpha-4 Integrin Business.

8.6. Disclosure of Patentable Inventions. If, after the Closing, Elan receives any invention disclosure submitted in the normal course of business which discloses (a) a Collaboration Invention (as defined in the Collaboration Agreement), (b) an Outside the Scope Invention (as defined in the Collaboration Agreement) made jointly by employees of Elan and Biogen Idec, (c) an Alpha-4 Integrin Product, or (d) an invention included within the Elan Know-how, in each case discovered, conceived or reduced to practice prior to the Closing Date, Elan shall provide such invention disclosure to Biogen Idec within thirty (30) days after Elan determines that an invention has been made. Elan shall, and hereby does, assign all of Elan’s right, title and interests in and to any invention disclosed by Elan to Biogen Idec under this Section 8.6, and Elan shall perform, execute, acknowledge and deliver all such further acts,

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assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonable required or appropriate to carry out such assignment.

8.7. IP Assistance. From and after the Closing, Elan shall, and shall cause its Affiliates to, assist Biogen Idec in preparing, prosecuting, obtaining, registering, maintaining, defending and enforcing discretion and exclusive control of the Transferred Intellectual Property, including by making employees of Elan and its Affiliates available to Biogen Idec.

9.1. Confidentiality of Pre-Closing Confidential Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the Term, each of Biogen Idec and Elan shall (and shall cause each of its Affiliates to) keep confidential and not publish or otherwise disclose or use for any purpose other than as provided for in this Agreement any Know-how and other information and materials furnished to it (or to any of its Affiliates) by the other Party or any of its Affiliates pursuant to the Collaboration Agreement prior to the Closing (collectively, “Pre-Closing Confidential Information”), except to the extent that it can be established by the receiving Party (or the Party whose Affiliate received such information) that such Pre-Closing Confidential Information:

(a) was already known to the receiving Party or its Affiliate, other than under an obligation of confidentiality, at the time of disclosure by the other Party or its Affiliate;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party or its Affiliate;

(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party or its Affiliate in breach of this Agreement;

(d) was disclosed to the receiving Party or its Affiliate, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party or its Affiliate not to disclose such information to others; or

(e) was subsequently developed by the receiving Party or its Affiliate without use of the Confidential Information as demonstrated by competent written records.

9.2. Pre-Closing Confidential Information Authorized Disclosure. Subject to Section 9.6, each Party may disclose Pre-Closing Confidential Information of the other Party and its Affiliates to the extent such disclosure is required by applicable law, legal or judicial process or reasonably necessary in filing or prosecuting patent applications, prosecuting or defending litigation, making filings with Regulatory Authorities related to Licensed Products, or complying with applicable governmental regulations and applicable stock exchange regulations and requirements, provided that in making any such disclosure of the other Party’s and its Affiliates’ Pre-Closing Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and, except to the extent inappropriate in the case of patent applications, will use its reasonable

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efforts to secure confidential treatment of such Pre-Closing Confidential Information required to be disclosed. In addition, each Party shall be entitled to disclose, under a binder of confidentiality containing provisions substantially as protective as those of this Section 9 to the extent reasonably practicable, Pre-Closing Confidential Information of the other Party and its Affiliates to its Affiliates, consultants and other Third Parties only for any purpose provided for in this Agreement.

9.3. Survival of Pre-Closing Confidentiality Obligations. The provisions of Sections 9.1 and 9.2 shall survive for the Term.

9.4. Confidentiality of Post-Closing Information. Except to the extent expressly authorized by this Agreement or otherwise agreed in writing, the Parties agree that, for the Term, the receiving Party shall keep confidential and shall not publish or otherwise disclose or use for any purpose other than as permitted under this Agreement any Know-how and other information and materials furnished to it by the other Party on or after the Closing pursuant to this Agreement (collectively, “Post-Closing Confidential Information”), except to the extent that it can be established by the receiving Party that such Post-Closing Confidential Information:

(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement or the Collaboration Agreement;

(d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation to the disclosing Party not to disclose such information to others; or

(e) was subsequently developed by the receiving Party without use of the Confidential Information as demonstrated by competent written records.

9.5. Post-Closing Confidential Information Authorized Disclosure.

(a) Each Party may disclose Post-Closing Confidential Information of the other Party (other than the existence and terms of this Agreement, which may only be disclosed in accordance with Section 9.7) hereunder to the extent such disclosure is required by applicable law, legal or judicial process or reasonably necessary in complying with applicable governmental regulations and applicable stock exchange regulations and requirements, provided that in making any such disclosure of the other Party’s Post-Closing Confidential Information it will, except where impracticable for necessary disclosures, give reasonable advance notice to the other Party of such disclosure requirement and will use its reasonable efforts to secure confidential treatment of such Post-Closing Confidential Information required to be disclosed. Notwithstanding the foregoing, Elan shall be permitted to disclose the reports and information delivered by

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Biogen Idec pursuant to, or otherwise related to, Section 4.3(a), Section 4.5(a), Section 4.6, Section 4.7, Section 4.8, Section 12, and the results of any audit pursuant to Section 4.5(b) (the “Disclosure Information”) in Elan’s periodic filings with the Securities and Exchange Commission (the “SEC”), earnings press releases and investor and analyst conference calls and presentations, as, and to the extent, required, in the reasonable advice of Elan’s legal counsel, to comply with applicable laws, including the rules and regulations promulgated by the SEC and applicable stock exchange regulations and requirements. For the avoidance of doubt, Elan shall be permitted to disclose the Disclosure Information in its periodic filings with the SEC, earnings press releases and investor and analyst conference calls notwithstanding whether Biogen Idec has publicly disclosed such Disclosure Information but only as, and to the extent, required, in the reasonable advice of Elan’s legal counsel, to comply with applicable laws, including the rules and regulations promulgated by the SEC and applicable stock exchange regulations and requirements.

(b) Each Party may disclose the Post-Closing Confidential Information of the other Party to its Affiliates and its and its Affiliates’ directors, officers and employees who need to know the Post-Closing Confidential Information, provided that any such party shall have agreed to keep such information confidential pursuant to an agreement of confidentiality or other confidentiality obligation. In addition, each Party may also disclose the Post-Closing Confidential Information of the other Party for reasonable business purposes to its agents, accountants, rating agencies, investors, co-investors, partners, financing sources, insurers and insurance brokers, underwriters, advisors, lawyers, bankers, trustees and representatives, provided any such party shall have agreed to keep such information confidential pursuant to an agreement of confidentiality or other confidentiality obligation.

(c) Elan may disclose this Agreement, the reports and information delivered by Biogen Idec pursuant to Section 4.3(a) and Section 4.5(a), and the results of any audit pursuant to Section 4.5(b), in the form of a final audit report (in a format mutually agreed upon by the Parties), to any assignee or potential assignee of Elan’s rights under this Agreement pursuant to Section 14.2(a) or Section 14.2(b) who has entered into a confidentiality agreement with Biogen Idec in the form attached hereto as Exhibit F. For the avoidance of doubt, the information referred to in this Section 9.5(c) may also be disclosed by Elan pursuant to Sections 9.5(a) and 9.5(b).

9.6. Alpha-4 Integrin Product Confidential Information. Notwithstanding anything to the contrary in the Collaboration Agreement or this Agreement, after the Closing all Pre-Closing Confidential Information pertaining to Alpha-4 Integrin Products (including Licensed Products) or JCV Assays, including the Development, manufacturing or Commercialization thereof, disclosed by either Party pursuant to the Collaboration Agreement, and any other Elan Know-how (collectively, “Alpha-4 Integrin Product Confidential Information”) shall be deemed to be Pre-Closing Confidential Information of Biogen Idec and shall not be Pre-Closing Confidential Information of Elan. Without limiting its rights under any other provision of this Agreement, Biogen Idec shall have the right to use and disclose the Alpha-4 Integrin Product Confidential Information in its sole discretion. Elan shall not disclose any Alpha-4 Integrin Product

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Confidential Information to any Third Party, except as provided in Section 9.2, nor use it for any purpose other than performing Elan’s obligations under this Agreement.

9.7. Agreement Terms. The Parties agree that the existence and terms of this Agreement shall be deemed to be Post-Closing Confidential Information of both Parties. Neither Party shall disclose the existence or terms of this Agreement except (a) as required, in the reasonable advice of such Party’s legal counsel, to comply with applicable laws, including the rules and regulations promulgated by the United States Securities and Exchange Commission, and applicable stock exchange regulations and requirements and (b) pursuant to Section 9.5(b). Notwithstanding the foregoing, the Parties shall mutually agree upon a version of this Agreement that each Party will be permitted to file with the Securities and Exchange Commission.

9.8. Press Release. On the Execution Date, the Parties shall issue mutually agreed press releases regarding the subject matter of this Agreement, in the forms attached hereto as Exhibit G.

10.1. Complaints. During the Term, Elan shall maintain a record of all non-medical and medical product-related complaints it receives with respect to Licensed Products, and shall promptly notify Biogen Idec of any complaint received by it in sufficient detail and in sufficient time to allow Biogen Idec to comply with any and all regulatory requirements imposed upon it in any country.

10.2. Adverse Drug Experiences. During the Term, to the extent Elan has or receives any information regarding any adverse drug experience which may be related to the use of Licensed Products, Elan shall promptly provide Biogen Idec with all such information.

10.3. Recalls. During the Term, Biogen Idec shall make all decisions with respect to and shall be responsible for any recalls, withdrawals or corrections of Licensed Products. To the extent Elan has or receives any information regarding an alleged or proven recall or market withdrawal of TYSABRI in any country in the Territory, Elan shall promptly (and in any event within five (5) days of receipt of written notice of any such recall or market withdrawal) provide Biogen Idec with all such information. Elan shall make available to Biogen Idec, upon request, all of Elan’s pertinent records that Biogen Idec may reasonably request to assist it in effecting any recall or market withdrawals. Biogen Idec shall have no obligation to reimburse or otherwise compensate Elan for any costs that may be incurred in connection with any such recall or market withdrawal. Elan shall cooperate with and assist Biogen Idec in complying with all of Biogen Idec’s obligations with respect to adverse event reporting.

11.1. EEA/Switzerland.

(a) During the EEA/Switzerland TYSABRI Restricted Period, neither Elan nor any of its Affiliates shall, alone or in collaboration with or through the grant of any rights to any Third Party, engage directly or indirectly, as an owner, investor or lender (through equity, debt or any other financial interest), employee, consultant, vendor,

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contractor, partner or otherwise, in all or any portion of any TYSABRI Business in the European Economic Area and Switzerland (“EEA/Switzerland”) (except to the extent necessary for Elan to perform its obligations under Section 3 of this Agreement and except for Elan’s rights to receive payments under this Agreement). The “EEA/Switzerland TYSABRI Restricted Period” shall mean the period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date.

(b) During the EEA/Switzerland Alpha-4 Integrin Restricted Period, neither Elan nor any of its Affiliates shall, alone or in collaboration with or through the grant of any rights to any Third Party, engage directly or indirectly, as an owner, investor or lender (through equity, debt or any other financial interest), employee, consultant, vendor, contractor, partner or otherwise, in all or any portion of any Alpha-4 Integrin Business in EEA/Switzerland (except to the extent necessary for Elan to perform its obligations under Section 3 of this Agreement and except for Elan’s rights to receive payments under this Agreement). The “EEA/Switzerland Alpha-4 Integrin Restricted Period” shall mean the period beginning on the Closing Date and ending on the third (3rd) anniversary of the Closing Date.

11.2. Outside the EEA/Switzerland.

(a) During the Ex-EEA/Switzerland TYSABRI Restricted Period, neither Elan nor any of its Affiliates shall, alone or in collaboration with or through the grant of any rights to any Third Party, engage directly or indirectly, as an owner, investor or lender (through equity, debt or any other financial interest), employee, consultant, vendor, contractor, partner or otherwise, in all or any portion of any TYSABRI Business in any country in the Territory that is not the EEA/Switzerland (except to the extent necessary for Elan to perform its obligations under Section 3 of this Agreement and except for Elan’s rights to receive payments under this Agreement). The “Ex-EEA/Switzerland TYSABRI Restricted Period” shall mean the period beginning on the Closing Date and ending on the last day of the Term.

(b) Without limiting the scope of Section 11.2(a), during the Ex-EEA/Switzerland Alpha-4 Integrin Restricted Period, neither Elan nor any of its Affiliates shall, alone or in collaboration with or through the grant of any rights to any Third Party, engage directly or indirectly, as an owner, investor or lender (through equity, debt or any other financial interest), employee, consultant, vendor, contractor, partner or otherwise, in all or any portion of any Alpha-4 Integrin Business in any country in the Territory that is not the EEA/Switzerland (except to the extent necessary for Elan to perform its obligations under Section 3 of this Agreement and except for Elan’s rights to receive payments under this Agreement). The “Ex-EEA/Switzerland Alpha-4 Integrin Restricted Period” shall mean the period beginning on the Closing Date and ending on the twelfth (12^th) anniversary of the Closing Date.

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11.3. Exceptions to Restrictive Covenants. Notwithstanding anything to the contrary set forth in this Section 11, Section 11.1 and Section 11.2 shall not apply to:

(a) any investment by Elan or its Affiliates in (i) any debt securities or other debt obligations which in each case are non-voting and are not convertible into voting securities described in clause (ii) or (iii) below, (ii) any third Person (including any corporation or mutual or other fund) that does not have any shares or securities that are publicly traded and which invests in, manages or operates the TYSABRI Business or the Alpha-4 Integrin Business, so long as such investment does not grant, directly or indirectly, any management function or material influence in such third Person and so long as Elan’s or any of its Affiliate’s investment is less than ten percent (10%) of the outstanding ownership interest in such third Person, (iii) not more than five percent (5%) of any publicly traded class of shares or securities of any Person, so long as such investment does not grant, directly or indirectly, any management function or material influence in such Person, or (iv) investment in any debt or equity securities through any employee benefit plan or pension plan maintained by Elan or any of its Affiliates for its or their employees, provided that Elan and its Affiliates will not request or direct that the trustee or other administrator of any plan acquire any voting securities of a Person that engages in the TYSABRI Business or the Alpha-4 Integrin Business and so long as such investment does not grant, directly or indirectly, any management function or material influence to Elan, its Affiliates and/or such plans; or

(b) any acquisition (by purchase of stock or assets, merger or otherwise) of a Person that is not primarily engaged in the TYSABRI Business or the Alpha-4 Integrin Business, provided that Elan or its Affiliates, as applicable, promptly divest that portion of such Person that engages in the TYSABRI Business or the Alpha-4 Integrin Business within twelve (12) months after the acquisition of such Person. Without limiting the foregoing, Elan or its Affiliates, as applicable, shall use commercially reasonable efforts to divest such portion of such Person as soon as reasonably practicable.

11.4. Severability. Without limiting the scope of Section 17.4, if the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 11 is invalid or unenforceable, the Parties hereto agree that the court making the determination of invalidity or unenforceability will have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement will be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

12.1. Indemnification and Shared Losses.

(a) Certain Definitions. For purposes of this Agreement:

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(b) Indemnification.

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The Indemnifying Party shall be obligated to so indemnify, save, defend and hold the Indemnified Party and its Indemnitees harmless only to the extent that such Losses do not result from (x) the breach of any representation, warranty, covenant or agreement made by the Indemnified Party under this Agreement or (y) the gross negligence, willful misconduct or Violation of Law of or by the Indemnified Party or its Affiliates, employees, agents, licensees or sublicensees.

(c) Product Liability and Third Party Infringement Claims. Any Losses incurred by either Party or any of its Indemnitees with respect to any Product Liability Claim or any Third Party Infringement Claim shall be borne fifty percent (50%) by Elan and fifty percent (50%) by Biogen Idec, except to the extent to which a Party or such Indemnitee is entitled to be indemnified by the other Party under Section 12.1(b).

(d) Shared Pre-Closing Losses. Any Losses (other than Losses that are the subject of Section 12.1(c)) resulting directly or indirectly from TYSABRI Activities that occurred prior to the Closing Date (“Shared Pre-Closing Losses”) shall be borne fifty percent (50%) by Elan and fifty percent (50%) by Biogen Idec, except to the extent to which a Party and any of its Indemnitees are entitled to be indemnified by the other Party for such Losses under Section 12.1(b); provided, however, that (i) any Losses arising out of, or resulting from, the litigation set forth on Schedule 12.1(d) shall be the sole responsibility of Biogen Idec (except to the extent such Losses result from the conduct, Violation of Law or breach of a corporate integrity agreement of or by Elan or its Affiliates, employees, agents, licensees or sublicensees, which Losses shall be the sole responsibility of Elan), and (ii) Shared Pre-Closing Losses do not include taxes. In the event that Losses (other than Losses that are the subject of Section 12.1(c)) result directly or indirectly from TYSABRI Activities that occurred in both the time period prior to the

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Closing and the time period on or after the Closing, the Parties will discuss in good faith and attempt to agree on an appropriate allocation of such Losses to each such period based on the relative volume or value of such TYSABRI Activities in each time period.

12.2. Third Party Claim Defense; Reimbursement of Losses.

(a) Claims. Elan shall, to the extent permitted by law, permit Biogen Idec, at its option, to assume direction and control of the defense of all Product Liability Claims, Third Party Infringement Claims, the Third Party Claims set forth on Schedule 12.2(a) (the “Pending Actions”), and, subject to Section 12.2(b) and 12.2(c), any other Third Party Claims covered by Section 12.1. Each Party will furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the other Party in connection with any such Third Party Claims.

(b) Indemnified Third Party Claims. Except as otherwise provided in Section 12.2(c), in the event a Party (the “Potential Indemnified Party”) receives notice of a Third Party Claim against it that it believes may be subject to indemnification by the other Party (the “Potential Indemnifying Party”) under Section 12.1(b), the Potential Indemnified Party shall inform the Potential Indemnifying Party as soon as reasonably practicable after it receives such notice. The Potential Indemnifying Party shall have the right (but not the obligation), exercisable by notice to the Potential Indemnified Party within ten (10) Business Days after receipt of such notice, to assume direction and control of the defense of such Third Party Claim (including the right to settle such Third Party Claim solely for monetary consideration) with counsel selected by the Potential Indemnifying Party and reasonably acceptable to the Potential Indemnified Party.

If the Potential Indemnifying Party exercises such right:

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If the Potential Indemnifying Party does not exercise such right: (x) the Potential Indemnified Party may (without further notice to the Potential Indemnifying Party) undertake the defense thereof with counsel of its choice, (y) the Potential Indemnifying Party shall have the right, at its own expense, to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), but not control the defense of such Third Party Claim, and (z) the Potential Indemnified Party shall not settle or compromise the Third Party Claim without the express written consent of the Potential Indemnified Party.

(c) Shared Third Party Claims. In the event that either Party receives notice of a Product Liability Claim, Third Party Infringement Claim or other Third Party Claim for which the Losses are to be shared by the Parties pursuant to Section 12.1, such Party shall inform the other Party as soon as reasonably practicable after it receives such notice. The Parties shall confer on how to respond to such Third Party Claim and how to handle the Third Party Claim in an efficient manner. The Parties shall confer on how to respond to such Third Party Claim, and Biogen Idec shall have the right to (but not the obligation to), and shall inform Elan of whether it shall, assume direction and control of the defense of such Third Party Claim.

(d) Reimbursement of Losses. Each Party shall promptly reimburse the other Party for its portion of any Losses it is obligated to bear or pay pursuant to Section 12.1 within thirty (30) days after receipt from such other Party of a request for and reasonable documentation of such Losses.

(e) Settlements. Neither Party shall enter into any compromise or settlement of any Third Party Claim that commits the other Party to take, or to forbear to take, any action.

12.3. Survival of Representations and Warranties.

(a) Except as provided in Section 12.3(b), all representations and warranties contained in this Agreement shall survive the Closing until the date that is twenty-four (24) months from the Closing Date, and shall then expire and be of no force or effect.

(b) The representations and warranties contained in the Specified Sections, Section 7.1(b)(i), Section 7.2(gg), Section 7.2(hh), Section 7.3(c), Section 7.3(d) and Section 7.3(e) shall survive the Closing until the thirtieth (30th) day following (i) the expiration of the applicable statute of limitations (taking into account any tolling periods and other extensions) or (ii) if there is no applicable statute of limitations, the date that is six (6) years after the Closing Date.

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12.4. Offset Rights.

(a) Third Party Claims. Biogen Idec may, in its sole discretion and from time to time, offset against any Contingent Payments due to Elan an amount equal to all or a portion of any Losses relating to a Third Party Claim that Biogen Idec determines reasonably and in good faith are owed by Elan to Biogen Idec pursuant to this Section 12 (each such amount, a “Third Party Claim Offset Amount”), subject to all of the following terms and conditions:

(b) Direct Claims. If Biogen Idec makes a reasonable, good faith determination (which shall be supported by reasonable documentation) that Losses relating to a Direct Claim are owed by Elan to Biogen Idec pursuant to this Section 12, Biogen Idec may, from time to time, offset against any Contingent Payments due to Elan an amount (a “Direct Claim Offset Amount”) equal to all or any portion of any such Losses, subject to all of the following terms and conditions:

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(c) Relationship to Other Provisions of Agreement. The provisions of this Section 12.4 are not intended to limit or otherwise modify (i) Elan’s obligations to directly reimburse or pay to Biogen Idec any Losses when due under this Section 12 or (ii) any right of Biogen Idec to offset or reduce, or deduct any amount from, Contingent Payments that is expressly set forth in any other provision of this Agreement.

12.5. Insurance. During the Term, Elan and Biogen Idec shall each procure and maintain, at its own cost, the following insurance coverages to cover its indemnification obligations under Section 12, and its other obligations under this Agreement (to the extent that such obligations are insurable):

(a) Commercial general liability insurance and contractual liability (including coverage for advertising and personal injury), which policy shall have a limit of no less than five million dollars ($5,000,000) for each occurrence.

(b) Product liability and completed operations coverage (maintained for a period of at least five (5) years after the termination of the Agreement), which policy shall have a limit of no less than seventy-five million dollars ($75,000,000) each occurrence. Notwithstanding the foregoing, Biogen Idec may self-insure to the extent that it self-insures for its other products.

(c) Where required by law, foreign local coverages in an amount that, at a minimum, satisfies the legal requirements of that jurisdiction.

All policies under (a), (b) and (c) above shall be written by insurance companies with an A.M. Best’s rating of A:VIII or higher and provide that coverage under such policy shall not be suspended, voided, canceled, non-renewed, reduced in scope or limits below five million dollars ($5,000,000), except after thirty (30) days written notice has been given to the other Party. Each Party shall name the other Party as an additional insured under such coverages and shall provide to the other Party a copy of the corresponding certificate of insurance reflecting such coverages.

12.6. Exemplary or Punitive Damages; Disclaimer. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE PARTIES HERETO SHALL ASSERT, AND EACH OF THE PARTIES HERETO HEREBY WAIVES, ANY CLAIM AGAINST ANY OTHER PARTY HERETO, ON ANY THEORY OF LIABILITY, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS AGREEMENT OR ANY INDEMNIFICATION CLAIM, EXCEPT TO THE EXTENT PAYABLE TO A THIRD PARTY. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE DEVELOPMENT, MANUFACTURE AND COMMERCIALIZATION OF TYSABRI PURSUANT TO THIS AGREEMENT WILL BE SUCCESSFUL OR THAT ANY PARTICULAR SALES LEVEL WITH RESPECT TO TYSABRI WILL BE ACHIEVED.

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13.1. Pre-Closing Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

(a) upon giving of notice by Biogen Idec pursuant to Section 2.6;

(b) by mutual written consent of Biogen Idec and Elan;

(c) by either Party if a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Transactions has been issued by a governmental authority of competent jurisdiction; or

(d) by either Party if the Closing has not occurred on or before December 31, 2013, which date may be extended from time to time by mutual written consent of the Parties.

If (i) Biogen Idec terminates this Agreement pursuant to Section 13.1(a) by exercising its right to terminate under Section 2.6(a)(i) or Section 2.6(a)(ii), (ii) Elan or Biogen Idec terminates this Agreement pursuant to Section 13.1(c) because a Merger Control Legislation Authority has issued a final nonappealable Governmental Order permanently enjoining or otherwise prohibiting the Transactions, or (iii) Elan or Biogen Idec terminates this Agreement pursuant to Section 13.1(d) and the Clearance Date has not occurred prior to such termination, then, pursuant to the letter agreement dated as of the Execution Date between Elan Pharma International Limited and BIMA, the Collaboration Agreement shall be automatically amended, without any further action by Elan, Biogen Idec or BIMA, to delete Section 1.14, Section 14.7 and Section 14.8 of the Collaboration Agreement in their entirety.

13.2. Post-Closing Termination. This Agreement may be terminated at any time after the Closing by mutual written consent of Biogen Idec and Elan. If this Agreement is terminated pursuant to this Section 13.2, the following Sections shall survive such termination, as well as any other Sections or defined terms referred to in such Sections or necessary to give such Sections effect: Section 3.11(a), Section 3.11(d), Section 3.11(e), Section 3.11(h), Sections 4.2 through 4.5 (with respect to payments accrued during the Term), Section 8.7, Section 9.6, Section 12 (other than Section 12.5), this Section 13.2, Section 13.3, Section 16 and Section 17. Furthermore, any other provisions required to interpret the Parties’ rights and obligations under this Agreement shall survive to the extent required.

13.3. Effects of Termination. Any termination of this Agreement shall not relieve the Parties of any obligation accruing before such termination and shall be without prejudice to the rights of either Party against the other accrued or accruing under this Agreement before termination, including the obligation to make and right to receive payments with respect to TYSABRI sold before such termination.

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13.4. Remedies for Breach. In the event of a breach of this Agreement by either Party after the Closing, the other Party shall not be entitled to terminate this Agreement on the basis of such breach but shall be entitled to any other remedies available to it at law or in equity and all its other rights and remedies under this Agreement, including under Section 12 and Section 17.8, in each case, based on such breach.

14.1. Assignment by Biogen. Except as specifically permitted under this Section 14.1, neither this Agreement nor any right or obligation hereunder may be assigned or delegated, in whole or part, by Biogen Idec or any of its Affiliates that are bound by this Agreement without the prior express written consent of Elan.

(a) Biogen Idec or any of its Affiliates that are bound by this Agreement may assign any of its rights, or delegate any of its obligations, under this Agreement (including the right to receive Regulatory Materials and Transferred Assets), in whole or in part, without the consent of Elan, to any of its Affiliates.

(b) Biogen Idec or any Affiliate of Biogen Idec that is bound by this Agreement may, subject to Section 4.9 and effective upon the consummation of (i) a TYSABRI Transaction with a Third Party Transferee pursuant to Section 4.9(c) or (ii) an Alternative TYSABRI Transaction with a Third Party pursuant to Section 4.9(e), assign any of its rights, or delegate any of its obligations, under this Agreement, without the consent of Elan, to such Third Party Transferee or Third Party, as applicable, to the extent such rights or obligations apply with respect to the TYSABRI Rights that are the subject of such TYSABRI Transaction or Alternative TYSABRI Transaction, as applicable, or with respect to sales of TYSABRI by such Third Party Transferee or Third Party, as applicable.

(c) Biogen Idec and any Affiliate of Biogen Idec that is bound by this Agreement may assign this Agreement and its rights and obligations hereunder, without the consent of Elan, to any Third Party effective upon the consummation of any transaction pursuant to or as a result of which (x) all TYSABRI Rights, including all rights and interests in all Transfer Agreements and Alternative Transfer Agreements and all contracts and agreements with Distributors, to the extent that such contracts and agreements with Distributors relate to TYSABRI, and (y) all rights and interests in any and all Standard Distribution Transactions, including all contracts and agreements with Third Parties that are party to such Standard Distribution Transactions, to the extent that such contracts and agreements with such Third Parties relate to TYSABRI, in each case, then owned, possessed or controlled by Biogen Idec and its Affiliates in Territory are assigned (by operation of law or otherwise), sold, transferred or otherwise disposed of to such Third Party; provided, however, that, at or prior to the consummation of such transaction, and as a condition thereto, such Third Party shall have assumed by operation of law or expressly in a written instrument delivered to Elan all of the obligations of Biogen and each such Affiliate, if any, under this Agreement. For the sake of clarity, (i) any such transaction shall not be subject to Section 4.9, even if Biogen Idec or any of its Affiliates retains the right to manufacture and supply TYSABRI to such Third Party and

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(ii) if, after consummation of a transaction with a Third Party as described in this Section 14.1(c), Biogen Idec or any of its Affiliates manufactures and supplies TYSABRI to such Third Party, Biogen Idec or such Affiliate shall have no obligation to share any portion of amounts received by Biogen Idec or such Affiliate from such Third Party for such manufacture and supply of TYSABRI.

Any purported assignment by Biogen Idec that is not in accordance with this Section 14.1 shall be void.

14.2. Assignment by Elan. Except as specifically permitted under Section 14.2(a) or Section 14.2(b), neither this Agreement nor any right or obligation hereunder may be assigned or delegated, in whole or part, by Elan without the prior express written consent of Biogen Idec. Any purported assignment by Elan that is not in accordance with this Section 14.2 shall be void.

(a) Elan may assign this Agreement and its rights and obligations hereunder after the Closing without the consent of Biogen Idec to (i) any of its Affiliates or (ii) to a Third Party that acquires all or substantially all of the business or assets of Elan, whether by merger, reorganization, acquisition, sale or otherwise, provided that Elan shall deliver to Biogen Idec the notice and information required under Section 4.4(c)(iii)(A) in accordance with the timeframes set forth therein.

(b) Elan may pledge, mortgage, assign, charge, transfer or declare a trust or otherwise grant security over or engage in any financing, monetization or securitization transaction involving all or any part of its rights to receive the Contingent Payments, and delegate any of its obligations hereunder related thereto, to a Third Party without the consent of Biogen Idec, provided that:

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Biogen Idec shall, at Elan’s expense, cooperate and provide reasonable assistance to Elan in connection with any assignment by Elan pursuant to Section 14.2(b). Such cooperation shall include the execution and delivery of such assignments, agreements and other instruments and documents (including amendments hereto) as may be reasonably requested by Elan in order to transfer the right to receive the Contingent Payments and the reporting, information and audit rights hereunder directly to a Third Party.

All notices hereunder shall be in writing and shall be deemed given if delivered personally or by facsimile transmission (receipt verified), telexed, mailed by registered or certified mail (return receipt requested), postage prepaid, or sent by express courier service, to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice, provided that notices of a change of address shall be effective only upon receipt thereof):

If to Biogen Idec:

Biogen Idec International Holding Ltd.

c/o Appleby LLP

Canon’s Court

22 Victoria Street

Hamilton HM EX

Bermuda

Attention: Tonesan Amissah

Fax:            (441) 298-3336

with a copy to:

Executive Vice President and General Counsel

133 Boston Post Road

Weston, MA 02493

Telephone: (781) 464-2000

Fax:            (866) 546-2758

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If to Elan:

Elan Pharma International Limited

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Attention: William F. Daniel

                 Company Secretary

Fax:            +353 1 704 4700

with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Attention: Christopher Cox

Telephone: (212) 504-6888

Fax:            (212) 504-6666

with a copy to:

A&L Goodbody Solicitors

25/28 International Financial Services Centre

North Wall Quay

Dublin 1, Ireland

Attention: John Given

                 Alan Casey

Telephone: +353 1 649 2000

Fax:            + 353 1 649 2649

17.1. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and supersedes all agreements or understandings, verbal or written, made between the Parties before the Execution Date with respect to the subject matter hereof.

17.2. [Intentionally Omitted].

17.3. Effect of Waiver or Consent. No waiver or consent, express or implied, by any Party of or to any breach or default by any other Party in the performance by such other Party of its obligations hereunder shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other Party of the same or any other obligations of such other Party hereunder. No single or partial exercise of any right or power, or any abandonment or discontinuance of steps to enforce any right or power, shall preclude any other or further exercise of any right or power under this Agreement or the exercise of any other

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right or power. Failure on the part of a Party to complain of any act of any other Party or to declare any other Party in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until after the applicable statute of limitation period has run.

17.4. Severability. Should any provision of this Agreement or the application of this Agreement to any Person or circumstance be held invalid or unenforceable to any extent: (a) such provision shall be ineffective to the extent, and only to the extent, of such unenforceability or invalidity and shall be enforced to the greatest extent permitted by law; (b) such unenforceability or invalidity in any jurisdiction shall not invalidate or render unenforceable such provision as applied (i) to other Persons or circumstances or (ii) in any other jurisdiction; and (c) such unenforceability or invalidity shall not affect or invalidate any other provision of this Agreement.

17.5. Amendment. Neither this Agreement nor any of the terms of this Agreement may be terminated, amended, supplemented or modified orally, and may only be terminated, amended, supplemented or modified by an instrument in writing signed by each of the Parties, provided that the observance of any provision of this Agreement may be waived in writing by the Party that shall lose the benefit of such provision as a result of such waiver.

17.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflict of laws.

17.7. Venue; Jurisdiction. In the event of any controversy, claim or counterclaim arising out of or relating to this Agreement, such controversy or claim shall be resolved by the United States District Court for the Southern District of New York or a local court sitting in New York, New York (collectively, the “Courts”). Each Party (a) irrevocably submits to the exclusive jurisdiction in the Courts for purposes of any action, suit or other proceeding relating to or arising out of this Agreement and (b) agrees not to raise any objection at any time to the laying or maintaining of the venue of any such action, suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit or other proceeding has been brought in an inconvenient forum and further irrevocably waives the right to object, with respect to such action, suit or other proceeding, that such Court does not have any jurisdiction over such party.

17.8. Specific Performance.

(a) Each Party shall be entitled to seek an injunction, specific performance and other equitable relief or remedy to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, the Parties agree that, in addition to any other remedies, each Party shall be entitled to enforce the terms of this Agreement by a decree of specific performance or injunction without the necessity of proving the inadequacy of money damages as a remedy. Each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy. Each Party further agrees that the only permitted objection

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that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement. For the avoidance of doubt, the Parties acknowledge and agree that the injunction, specific performance and other equitable relief and remedy contemplated by this Section 17.8(a) includes (as appropriate) both mandatory and prohibitory forms of relief and remedy.

(b) With respect to any action, suit, or proceeding seeking the injunction, specific performance and other equitable relief and remedy contemplated by Section (a), each Party irrevocably and unconditionally agrees on behalf of itself and its Affiliates as follows: (i) to submit to the exclusive jurisdiction and venue of the United States District Court for the Southern District of New York, and any appellate court thereof; (ii) that a final unappealable judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law; (iii) to waive and not to assert by way of motion, as a defense, or otherwise in any such suit, action, or proceeding, any claim that it is not personally subject to the jurisdiction of such courts, that the suit, action, or proceeding is brought is an inconvenient forum, that the venue of the suit, action, or proceeding is improper, or that the related documents or the subject matter thereof may not be litigated in or by such courts; and (iv) to not seek and to waive the right to any review of the judgment of any such court by any court of any other nation or jurisdiction that might be called upon to grant an enforcement of such judgment.

17.9. [Intentionally Omitted].

17.10. Independent Contractors. Both Parties are independent contractors under this Agreement. Nothing contained herein shall be deemed to create an employment, agency, joint venture or partnership relationship between the Parties or any of their agents or employees, or any other legal arrangement that would impose liability upon one Party for the act or failure to act of the other Party. Neither Party shall have any express or implied power to enter into any contracts or commitments, or to incur any liabilities, in the name of, or on behalf of, the other Party, or to bind the other Party in any respect whatsoever.

17.11. Parties in Interest; Limitation on Rights of Others. The terms of this Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective legal representatives, successors and assigns. Nothing in this Agreement, whether express or implied, shall be construed to give any Person (other than the Parties hereto and their respective successors and assigns) any legal or equitable right, remedy or claim under, or in respect of, this Agreement or any covenants, conditions or provisions contained herein, as a third party beneficiary or otherwise.

17.12. Interpretation. As used in this Agreement, the terms “include”, “includes” and “including” are not limiting and mean include, includes and including, without limitation. All headings are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. References in this Agreement to an “Article”, “Section”, “Exhibit” or “Schedule” refer to an Article or Section of, or any Exhibit or Schedule to, this Agreement unless otherwise indicated.

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17.13. Expenses. All fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses unless specifically stated otherwise in this Agreement.

17.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed as original, but all of which together shall constitute one instrument.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed in the manner appropriate for each, and to be dated as of the date first above-written.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing		Date		Other Filings
		12/31/14
		12/31/13
Filed on:		2/12/13		6-K
		2/5/13
		1/1/13
For Period end:		12/31/12		20-F/A
		12/20/12		3,  6-K
		12/15/12
		11/25/12
		12/15/10		6-K
		11/1/04		6-K
		8/15/00
				List all Filings

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9 Subsequent Filings that Reference this Filing

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/24 Perrigo Co. plc 10-K 12/31/23 150:22M 2/28/23 Perrigo Co. plc 10-K 12/31/22 149:25M 3/01/22 Perrigo Co. plc 10-K 12/31/21 145:25M 3/01/21 Perrigo Co. plc 10-K 12/31/20 144:25M 2/03/21 Perrigo Co. plc 8-K:8,9 2/03/21 10:143K Donnelley … Solutions/FA 7/12/13 SEC UPLOAD¶ 10/10/17 1:33K Elan Corp. plc 6/21/13 SEC UPLOAD¶ 10/10/17 1:38K Elan Corp. plc 5/31/13 SEC UPLOAD¶ 10/10/17 1:158K Elan Corp. plc 4/25/13 SEC UPLOAD¶ 10/10/17 1:164K Elan Corp. plc

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Filing Submission 0001193125-13-051673   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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