IRSH: Elan Corporation PLC: Elan Announces Restructuring of Tysabri Collaboration with Biogen Idec

  IRSH: Elan Corporation PLC: Elan Announces Restructuring of Tysabri
  Collaboration with Biogen Idec

UK Regulatory Announcement

  *Migrate From The Current 50:50 Business Collaboration To A New Structure
  *Upfront Payment Of $3.25 Billion Plus Double Digit Tiered Royalty For
    Complete Asset
  *Tax Efficient Transaction
  *Simplified Structure Enables Improved Alignment Of Therapy To Patients
  *Provides Capital And Long Term Cash Flow For Investment, Growth And
    Business Diversification


Elan Corporation, plc (NYSE:ELN) today announced that it has agreed to
restructure the Tysabri® collaboration with Biogen Idec. Under the terms of
the agreement, Elan will move from the current 50:50 business collaboration to
an upfront payment of $3.25 billion and a double digit tiered royalty
structure for the complete asset.

Highlights of Transaction Upon Closing:

  *Up front cash payment of $3.25 billion to Elan
  *First 12 months: royalty of 12% of Tysabri global net sales (all
  *Tiered royalty structure after 12 months
  *18% on up to $2 billion of global net sales (all indications)
  *25% on over $2 billion of global net sales (all indications)
  *Biogen Idec will have full ownership and control of Tysabri
  *Current 50:50 collaboration will terminate
  *Provides tax efficient capital and long term cash flow to Elan

Elan’s CEO, Kelly Martin, commented “This transaction enables Elan and its
shareholders to realize, upon close, a meaningful percentage of the current
value of Tysabri while maintaining long term cash flow realization through the
multi-tiered royalty structure of the complete asset.

Mr. Martin added, “The restructuring of this business collaboration provides
Elan with significant strategic flexibility. Future actions will be guided by
our consistent and multi-year approach of dynamic risk/reward assessment of
business opportunities. We are enthusiastic about the market opportunities
around the globe and remain flexible and creative about the manner in which we
would participate in those opportunities.”

“Upon close, this highly unique platform provides us with the financial
resources to create an enterprise that will diversify its assets, generate
future income, maintain specific science and clinical translational
capabilities, and leverage the financial and business structure from being a
40 year Irish plc.”

“Our motivation was to diversify and de-risk the company to move forward; and
for the patients to continue to benefit from the profound efficacy of Tysabri.
The risk of one asset and a single collaborator was not ideal”.

Mr. Martin concluded, “Over the past twelve years, Biogen Idec has been a
terrific collaborator. I would like to personally thank them for their
professionalism, sincere focus on patient care and our corporate relationship
overall. As we move into the future, we look forward to participating in
Tysabri’s success over the intermediate and long term as it continues to
provide benefit to patients who suffer from relapsing remitting MS. Additional
life cycle opportunities in secondary progressive MS and/or other non-MS
indications may represent further advancements for patient choice and broad
utilization of this unique therapeutic asset.”


The transaction has been approved by the boards of directors of both companies
and is subject to the customary review process under the Hart-Scott-Rodino
Antitrust Improvements Act in the United States, other customary review
processes and closing conditions. The transaction is expected to close by the
end of the second quarter 2013.


Citi and Ondra Partners are acting as financial advisors to Elan. Cadwalader,
Wickersham & Taft LLP and A&L Goodbody are acting as legal counsel to Elan.


Elan are hosting a webcast to discuss full -year 2012 financial results today,
February 6, 2013 at 8.30am EST/1.30pm GMT and the Tysabri restructuring
transaction will be discussed during the call. Live audio of the conference
call will be simultaneously broadcast over the Internet and will be available
to investors, members of the news media and the general public. This event can
be accessed by visiting Elan’s website at and clicking on the
Investor Relations section, then on the event icon. Following the live
webcast, an archived version of the call will be available at the same URL.

About Tysabri

TYSABRI is approved in more than 65 countries. TYSABRI is approved in the
United States as a monotherapy for relapsing forms of MS, generally for
patients who have had an inadequate response to, or are unable to tolerate, an
alternative MS therapy. In the European Union, it is approved for highly
active relapsing-remitting MS (RRMS) in adult patients who have failed to
respond to beta interferon or have rapidly evolving, severe RRMS.

TYSABRI has advanced the treatment of MS patients with its established
efficacy. Data from the Phase 3 AFFIRM trial, which was published in the New
England Journal of Medicine, showed that after two years, TYSABRI treatment
led to a 68 percent relative reduction (p<0.001) in the annualized relapse
rate when compared with placebo and reduced the relative risk of disability
progression by 42-54 percent (p<0.001).

TYSABRI increases the risk of progressive multifocal leukoencephalopathy
(PML), an opportunistic viral infection of the brain which usually leads to
death or severe disability. Infection by the JC virus (JCV) is required for
the development of PML and patients who are anti-JCV antibody positive have a
higher risk of developing PML. Factors that increase the risk of PML are
presence of anti-JCV antibodies, prior immunosuppressant use, and longer
TYSABRI treatment duration. Patients who have all three risk factors have the
highest risk of developing PML. Other serious adverse events that have
occurred in TYSABRI-treated patients include hypersensitivity reactions (e.g.,
anaphylaxis) and infections, including opportunistic and other atypical
infections. Clinically significant liver injury has also been reported in the
post-marketing setting. A list of adverse events can be found in the full
TYSABRI product labeling for each country where it is approved.

TYSABRI is marketed and distributed by Biogen Idec Inc. and Elan Corporation,
plc. For full prescribing information and more information about TYSABRI,
please visit

About Elan

Elan is a biotechnology company, headquartered in Ireland, committed to making
a difference in the lives of patients and their families by dedicating itself
to bringing innovations in science to fill significant unmet medical needs
that continue to exist around the world. For additional information about
Elan, please visit

About Biogen Idec

Biogen Idec uses cutting-edge science to discover, develop, manufacture and
market therapies for serious diseases with a focus on neurology, immunology
and hemophilia. Founded in 1978, Biogen Idec is the world's oldest independent
biotechnology company. Patients worldwide benefit from its leading multiple
sclerosis therapies and the company generates more than $4 billion in annual
revenues. For product labeling, press releases and additional information
about the company, please visit

Forward Looking Statements

This document contains forward-looking statements about Elan’s financial
condition, results of operations, business prospects and Tysabri that involve
substantial risks and uncertainties. You can identify these statements by the
fact that they use words such as “anticipate”, “estimate”, “project”,
“target”, “intend”, “plan”, “will”, “believe”, “expect” and other words and
terms of similar meaning in connection with any discussion of future operating
or financial performance or events. Among the factors that could cause actual
results to differ materially from those described or projected herein are the
following: the risk that the Tysabri transaction does not complete, the
potential of Tysabri, which may be severely constrained by increases in the
incidence of serious adverse events (including death) associated with Tysabri
(in particular, by increases in the incidence rate for cases of PML), or by
competition from existing or new therapies (in particular, oral therapies),
and the potential for the successful development and commercialization of
additional products, whether internally or by acquisition, especially given
the separation of the Prothena business which left us with no material
pre-clinical research programs or capabilities; Elan’s ability to maintain
sufficient cash, liquid resources, and investments and other assets capable of
being monetized to meet its liquidity requirements; the success of our
development activities, and research and development activities in which we
retain an interest, including, in particular, the impact of the announced
discontinuation of the development of bapineuzumab intravenous in mild to
moderate Alzheimer’s disease; failure to comply with anti-kickback, bribery
and false claims laws in the United States, Europe and elsewhere; difficulties
or delays in manufacturing and supply of Tysabri; trade buying patterns; the
impact of potential biosimilar competition, whether restrictive covenants in
Elan’s debt obligations will adversely affect Elan; the trend towards managed
care and health care cost containment, including Medicare and Medicaid;
legislation and other developments affecting pharmaceutical pricing and
reimbursement (including, in particular, the dispute in Italy with respect to
Tysabri sales), both domestically and internationally; failure to comply with
Elan’s payment obligations under Medicaid and other governmental programs;
exposure to product liability (including, in particular, with respect to
Tysabri) and other types of lawsuits and legal defense costs and the risks of
adverse decisions or settlements related to product liability, patent
protection, securities class actions, governmental investigations and other
legal proceedings; Elan’s ability to protect its patents and other
intellectual property; claims and concerns that may arise regarding the safety
or efficacy of Elan’s products or product candidates; interest rate and
foreign currency exchange rate fluctuations and the risk of a partial or total
collapse of the euro; governmental laws and regulations affecting domestic and
foreign operations, including tax obligations; if the Tysabri transaction
completes, whether we are deemed to be an Investment Company or a Passive
Foreign Investment Company; general changes in United States and International
generally accepted accounting principles; growth in costs and expenses; and
the impact of acquisitions, divestitures, restructurings, product withdrawals
and other unusual items. A further list and description of these risks,
uncertainties and other matters can be found in Elan’s Annual Report on Form
20-F for the fiscal year ended December 31, 2011, and in its Reports of
Foreign Issuer on Form 6-K filed with the SEC. Elan assumes no obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.

Elan Corporation, plc
Investor Relations:
Chris Burns, 800-252-3526
David Marshall, + 353-1-709-4444
Media Relations:
Emer Reynolds, + 353-1-709-4022
Jonathan Birt, +44-751-559-7858


Elan Corporation, plc
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