Royalty Pharma Announces Proposal To Acquire Elan

              Royalty Pharma Announces Proposal To Acquire Elan

Announcement Made Under Rule 2.4 of Irish Takeover Rules

PR Newswire

NEW YORK, Feb. 25, 2013

NEW YORK, Feb. 25, 2013 /PRNewswire/ -- RP Management, LLC ("Royalty Pharma")
today announces that contact was made on Monday February 18, 2013 with the
Chairman of the Board of Elan Corporation, plc (NYSE: ELN) ("Elan"), followed
by a meeting then taking place on Wednesday February 20, 2013, at which an
indicative proposal was made to acquire the entire issued and to be issued
share capital of Elan (the "Proposal").

Royalty Pharma is proposing, on an indicative basis, to make an offer for Elan
(the "Possible Offer") of US$11[1] for every Elan Share and every Elan ADS.

While Royalty Pharma has not received a formal response to its Proposal and
has been unsuccessful in its efforts to engage with Elan since making the
Proposal, Royalty Pharma remains committed to working towards a recommended
transaction. Royalty Pharma was, however, surprised by Elan's public
announcement on Friday February 22, 2013 discussing Elan's standalone strategy
but not addressing the fact that Elan had received Royalty Pharma's Proposal.

Royalty Pharma's Proposal offers Elan Shareholders a simple and clear choice:

  oRemain an investor in a company whose material assets (in the context of
    the assets of the Elan Group, taken as a whole), following the completion
    of the Tysabri Transaction, will consist of cash and the Tysabri Royalty
    while Elan's management pursues its announced strategy which includes
    maintaining expected operating expenses in the range of US$170-190
    million[2] in the 2013 financial year and investing in a variety of
    yet-to-be-disclosed business assets; or
  oSell their Elan Stock for a cash amount that Royalty Pharma believes
    reflects the full value of Elan today.

Royalty Pharma believes that the risks and lack of earnings visibility
associated with Elan's acquisition and in-licensing strategy are substantial.
The pharmaceutical industry is highly competitive and Royalty Pharma believes
many companies have suffered poor returns pursuing such a strategy. Royalty
Pharma believes that good assets in the pharmaceutical industry are in short
supply, that there will therefore be significant competition for these assets,
and that this competition is likely to result in acquirors being required to
pay significant premiums to acquire these assets. In addition, Royalty Pharma
believes that a successful acquisition strategy would require Elan to build an
operating infrastructure and sales force to allow it to realize synergies from
acquisitions. 

Royalty Pharma notes that while Elan's management has demonstrated its ability
to execute several significant disposals (including the sale of some or all of
bapineuzumab, Elan Drug Technologies and Tysabri), the current senior
management team of Elan has not made any significant acquisitions or
in-licensed any significant late stage products for Elan and thus does not
have a track record of generating attractive returns from acquisitions or
in-licensed products for Elan. Furthermore, if Elan makes additional
investments in businesses and assets it acquires or in-licenses, those
investments may depress Elan's net income and cash flow for some period, and
perhaps even cause those to become negative.

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[1] For information only, US$11 was equivalent to €8.36 at a €/US$ exchange
rate of 1.32 as at February 22, 2013. Any offer, if made, will be made in US
dollars.

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



Royalty Pharma's Proposal delivers full value for Elan Stock today and in cash

Royalty Pharma believes that the Proposal offers Elan Shareholders an
attractive financial alternative that will allow them to realize value for
their Elan Stock in cash immediately and eliminate the execution risk
associated with identifying, acquiring, integrating and growing attractive
assets in the context of a highly competitive strategic landscape. In the
event that the Possible Offer were forthcoming and were to close, Elan
Shareholders would be able to reinvest any cash proceeds received for their
Elan Stock in other pharmaceutical companies without paying a premium in order
to gain control (often known as a "control premium") of those companies, which
Elan may need to pay to acquire control of companies. As a result, Royalty
Pharma firmly believes that its Proposal should be compelling to Elan
Shareholders.

The Possible Offer represents:

  oa cash premium of 12.6 percent to the Current Enterprise Value[3] of Elan
    based on the closing share price of Elan Stock on February 15, 2013 of
    US$10.35 on the New York Stock Exchange[4];
  oa cash premium of 6.3 percent to the closing share price of Elan Stock on
    February 15, 2013 of US$10.35 on the New York Stock Exchange;
  oa cash premium of 12.7 percent to the volume weighted average closing
    share price on the New York Stock Exchange for Elan Stock between February
    6, 2013, being the date on which the Tysabri Transaction was announced to
    the market, and February 15, 2013 of US$9.76;
  oa cash premium of 9.5 percent to the Broker Median Price Target of
    US$10.05 for Elan Stock set by those brokers that Royalty Pharma is aware
    have published price targets since the announcement of the Tysabri
    Transaction[5];
  oa Proposal Enterprise Value[6] for Elan equal to 16.4x and 12.1x 2014 and
    2015 Broker Projected EBITDA[7] respectively (the median 2014 and 2015
    projected EBITDA multiples for the Specialty Pharma Companies are 7.5x and
    5.9x respectively, and for the Large Cap Biotech Companies are 11.1x and
    9.1x respectively[8]); and
  oa Proposal price equal to 55.0x and 30.6x 2014 and 2015 Broker Projected
    Earnings Per Share[9] respectively (the median 2014 and 2015 projected
    earnings per share multiples for the Specialty Pharma Companies are 11.7x
    and 8.7x respectively, and for the Large Cap Biotech Companies are 15.1x
    and 11.3x respectively[10]).

Royalty Pharma plans to finance the Possible Offer through a combination of
available cash and debt. Entities to which Royalty Pharma is the investment
advisor currently have access to over US$1 billion in cash available for
investment, and Royalty Pharma is working with financial advisors led by J.P.
Morgan and lenders led by BofA Merrill Lynchto put in place the necessary
debt financing to consummate the Possible Offer.

It is intended that the Possible Offer would proceed either by way of an offer
or a scheme of arrangement under section 201 of the Act and will be made by a
newly incorporated company controlled by entities managed by Royalty Pharma.

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[3] As defined in appendix II.

[4] February 15, 2013 representing the last trading day prior to Royalty
Pharma contacting Elan's chairman regarding the Proposal.

[5] Based on the price targets of the brokers listed in the Sources and Bases
section. The third party broker forecasts do not constitute a profit forecast
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Elan.

[6] As defined in appendix II.

[7] Based on forecasts made by the brokers listed in the Sources and Bases
section. The third party broker forecasts do not constitute a profit forecast
for any period, nor should any statement be interpreted to mean that Elan's
earnings or earnings per share will necessarily be greater or lesser than
those for the relevant preceding financial periods for Elan.

[8] Sourced from FactSet, company filings and equity research and based on
closing share prices on February 22, 2013. The Specialty Pharma Companies are
Alkermes plc, Allergan, Inc., Cubist Pharmaceuticals, Inc., Endo Health
Solutions Inc., Forest Laboratories, Inc., Jazz Pharmaceuticals plc, The
Medicines Company, Salix Pharmaceuticals, Ltd., Shire plc, Valeant
Pharmaceuticals International, Inc and Warner Chilcott Plc. The Large Cap
Biotech Companies are Amgen Inc., Biogen, Celgene Corporation and Gilead
Sciences, Inc.

[9] Based on forecasts made by the brokers listed in the Sources and Bases
section. The third party broker forecasts do not constitute a profit forecast
for any period, nor should any statement be interpreted to mean that Elan's
earnings or earnings per share will necessarily be greater or lesser than
those for the relevant preceding financial periods for Elan.

[10] Sourced from FactSet, company filings and equity research and based on
closing share prices on February 22, 2013. The Specialty Pharma Companies and
the Large Cap Biotech Companies are as listed in footnote 8.



IMPORTANT NOTICE

The Proposal is subject to the following pre-conditions, which will need to be
satisfied or waived prior to any announcement of the Possible Offer under Rule
2.5 of the Irish Takeover Rules:

(i) being granted access to and completion of satisfactory due diligence
into the business of Elan, including management meetings;

(ii) no acquisitions, dispositions, restructuring activities, debt
refinancing, stock buybacks or other extraordinary transactions by Elan apart
from the completion of the Tysabri Transaction;

(iii) the Tysabri Transaction shall have closed and the terms shall not
have been amended or altered in any material respect from the terms announced
on February 6, 2013;

(iv) unanimous recommendation of the Possible Offer, if made, by the
directors of Elan;

(v) each of the directors of Elan giving firm irrevocable undertakings to
accept the Possible Offer, if made, or to vote in favour of the scheme of
arrangement (as applicable) in respect of all the Elan Stock in which they
have an interest;

(vi) the entry into an expense reimbursement agreement in a form acceptable
to Royalty Pharma in respect of an amount equal to the maximum allowable under
the terms of the Irish Takeover Rules and the financial advisor to Elan
confirming to the Irish Takeover Panel that such agreement is in the best
interests of Elan's Shareholders;

(vii) Elan's assistance, as appropriate, in obtaining support from its
major institutional shareholders for the Possible Offer, if made; and

(viii) execution of an appropriate implementation agreement to govern the
conduct of a scheme of arrangement if the transaction is to be structured in
that manner.

Royalty Pharma reserves the right to waive any or all of the pre-conditions
described in this announcement and to implement the Possible Offer by means of
either a general offer or a scheme of arrangement.

Royalty Pharma reserves the right to reduce the Possible Offer price in the
event that:

(i) Elan announces, declares or pays a dividend or any other distribution
to its shareholders or announces or makes any share buyback or redemption; or

(ii) Elan agrees to or undertakes any extraordinary transaction, including
an acquisition, in-licensing, or debt refinancing.

Customary terms and conditions under the Irish Takeover Rules will attach to
the Possible Offer if made.

FURTHER INFORMATION ON ROYALTY PHARMA

Royalty Pharma is a private entity founded in 1996 and is the investment
manager to entities investing in royalty interests in marketed and late stage
biopharmaceutical products, with a portfolio of royalty interests in 37
approved and marketed products (including Abbott's Humira®, Johnson and
Johnson's Remicade®, Merck's Januvia®, Gilead's Atripla®, Truvada®, and
Emtriva®, Pfizer's Lyrica®, Amgen's Neupogen® and Neulasta®, and Genentech's
Rituxan®). These entities have a longer than fifteen year history of
providing value to holders of royalty interests, including a US$400 million
purchase of 80% of Memorial Sloan-KetteringCancer Center's Neupogen®/
Neulasta®royalty, a US$525 million joint acquisition with Gilead Sciences of
Emory University's emtricitabine royalty interest, a US$650 million purchase
of New York University's Remicade® royalty, a US$700 million acquisition of
AstraZeneca's Humira® royalty, a US$700 million purchase of a portion of
Northwestern University's Lyrica® royalty, a US$609 million acquisition of
Astellas Pharma's patent estate and associated royalty stream relating to the
use of dipeptidyl peptidase IV (DPP-IV) inhibitors for the treatment of type 2
diabetes including Januvia® and Janumet®, and most recently a US$761 million
purchase of a portion of an interest in Biogen's Tecfidera (formerly BG-12)
for the treatment of multiple sclerosis held by the former shareholders of
Fumapharm AG. These entities are well diversified across biopharmaceutical
products and treatment areas with unaudited revenue of US$1.39 billion for the
2012 financial year and unaudited EBITDA for the 2012 financial year of
US$1.35 billion.

Sources and Bases

(i)Save where otherwise stated, financial and other information concerning
Elan and Royalty Pharma has been extracted from published sources or from
Royalty Pharma's unaudited financial results for the year ended December 31,
2012;

(ii)calculation of Broker Median Price Target from third party reports –
the median of price targets released following the announcement of the Tysabri
Transaction on February 6, 2013 by Alphavalue, Berenberg Bank, Deutsche Bank,
Exane BNP Paribas, Jefferies, Leerink Swann, Morgan Stanley (base case
scenario), RBC Capital Markets, S&P, Spin-Off Research and UBS, and sourced
from Bloomberg and broker notes;

(iii)calculation of Broker Projected Earnings Per Share from third party
reports – the median of revised earnings per share forecasts sourced from
broker reports published following the announcement of the Tysabri Transaction
on February 6, 2013 by Berenberg Bank, Cowen, Davy Research, Deutsche Bank,
Morgan Stanley, RBC and UBS;

(iv)calculation of Broker Projected EBITDA from third party reports – the
median of revised EBITDA forecasts sourced from broker reports published
following the announcement of the Tysabri Transaction on February 6, 2013 by
Berenberg Bank, Davy Research, Deutsche Bank, Morgan Stanley and UBS;

(v)calculation of median projected EBITDA and earnings per share multiples
for the Large Cap Biotech Companies and the Specialty Pharma Companies is
based on multiples sourced from FactSet, company filings and equity research;

(vi)Biogen's presentation made to investors on February 6, 2013 following
the announcement of the Tysabri Transaction;

(vii)Elan's 20-F SEC filing on February 12, 2013 for the financial year
ended December 31, 2012; and

(viii)Alkermes plc (ALKS) 13-D SEC filing on February 6, 2013.

J.P. Morgan is lead financial advisor to Royalty Pharma with BofA Merrill
Lynch and Groton Partners acting as co-advisors.

This announcement does not amount to a firm intention to announce an offer and
there can be no certainty that an offer will be forthcoming (even if the
pre-conditions noted above are satisfied or waived) or, if made, as to the
conditions of any offer.

FURTHER INFORMATION

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.

The distribution of this announcement in jurisdictions other than Ireland and
the Proposal may be affected by the laws of relevant jurisdictions. Therefore
any persons who are subject to the laws of any jurisdiction other than Ireland
or Elan Shareholders who are not resident in Ireland will need to inform
themselves about, and observe, any applicable requirements.

Additional Information

This announcement does not constitute an offer to buy or the solicitation of
an offer to sell any securities. This announcement relates to a potential
business combination transaction with Elan proposed by Royalty Pharma and is
not a substitute for any tender offer statement or any other document in the
event that Royalty Pharma files such a document with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. Any such documents will be available free of
charge through the website maintained by the SEC at www.sec.gov or by
directing a request to the persons listed above.

General

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE OR EXCHANGE, ANY SECURITIES OR THE SOLICITATION OF
ANY VOTE OR APPROVAL IN ANY JURISDICTION.

Responsibility Statements

The member of RP Management, LLC accepts responsibility for the information
contained in this announcement, save that the only responsibility accepted by
the member of RP Management, LLC in respect of the information in this
announcement relating to Elan, the Elan Group, the Board of Elan and the
persons connected with them, which has been compiled from published sources,
has been to ensure that such information has been correctly and fairly
reproduced or presented (and no steps have been taken by the member of RP
Management, LLC to verify this information). To the best of the knowledge and
belief of the member of RP Management, LLC (having taken all reasonable care
to ensure that such is the case), the information contained in this
announcement for which he accepts responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

J.P. Morgan, together with its affiliate J.P. Morgan Limited (which is
authorised and regulated by the Financial Services Authority in the United
Kingdom), is acting exclusively for Royalty Pharma and for no one else in
connection with the matters described in this announcement and is not, and
will not be, responsible to anyone other than Royalty Pharma for providing the
protections afforded to clients of J.P. Morgan, or for providing advice in
connection with the matters described in this announcement.

Rule 8 – Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person
is, or becomes, "interested" (directly or indirectly) in one per cent. or more
of any class of "relevant securities" of Elan, all "dealings" in any "relevant
securities" of Elan (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by not later than 3.30 pm (Dublin time) on the "business day"
following the date of the relevant transaction. This requirement will continue
until the date on which the Possible Offer becomes effective, lapses or is
otherwise withdrawn or on which the Offer Period otherwise ends. If two or
more persons co-operate on the basis of any agreement, either express or
tacit, either oral or written, to acquire an "interest" in "relevant
securities" of Elan, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all "dealings"
in "relevant securities" of Elan by Elan or Royalty Pharma, or by any of their
respective "associates" must also be disclosed by no later than 12 noon
(Dublin time) on the "business day" following the date of the relevant
transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed can be found on the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be
found on the Irish Takeover Panel's website.

If you are in any doubt as to whether or not you are required to disclose a
"dealing" under Rule 8, please consult the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone
number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.

Forward Looking Statements

This announcement may include certain "forward looking statements" with
respect to the business, strategy and plans of Elan and Royalty Pharma and
their respective expectations relating to the Possible Offer and their future
financial condition and performance. Statements that are not historical facts,
including statements about Elan or Royalty Pharma or their respective
management's beliefs and expectations, are forward looking statements. Words
such as "believes", "anticipates", "estimates", "expects", "intends", "aims",
"potential", "will", "would", "could", "considered", "likely", and variations
of these words and similar future or conditional expressions are intended to
identify forward looking statements but are not the exclusive means of
identifying such statements. By their nature, forward looking statements
involve risk and uncertainty because they relate to events and depend upon
future circumstances that may or may not occur.

Examples of such forward looking statements include, but are not limited to,
statements about expected benefits and risks associated with the Possible
Offer; projections or expectations of profit attributable to shareholders;
anticipated provisions or write-downs, economic profit, dividends, capital
structure or any other financial items or ratios; statements of plans,
objectives or goals of Elan, Royalty Pharma or the combined company following
the Possible Offer; statements about the future trends in interest rates,
liquidity, foreign exchange rates, stock market levels and demographic trends
and any impact that those matters may have on Elan, Royalty Pharma or the
combined company following the Possible Offer; statements concerning any
future Irish, U.S. or other economic environment or performance; statements
about strategic goals, competition, regulation, regulatory approvals,
dispositions and consolidation or technological developments in the financial
services industry; and statements of assumptions underlying such statements.

Forward looking statements only speak as of the date on which they are made,
and the events discussed in this announcement may not occur. Subject to
compliance with applicable law and regulation, Royalty Pharma is not under any
obligation to update publicly or revise forward looking statements, whether as
a result of new information, future events or otherwise.

No Profit Forecast

No statement in this announcement is intended to constitute a profit forecast
for any period, nor should any statement be interpreted to mean that earnings
or earnings per share will necessarily be greater or lesser than those for the
relevant preceding financial periods for either Royalty Pharma or Elan as
appropriate.

APPENDIX I:

Definitions

The following definitions apply throughout this announcement unless the
context otherwise requires:

"Act"                       the Companies Act 1963 of Ireland (as amended);
                            the 7.75 million ordinary shares of Alkermes plc
"Alkermes Shares"           sold by Elan Science Three Limited on February 6,
                            2013;
"Biogen"                    Biogen Idec Inc.;
"Board of Elan"             the board of directors of Elan at the date of this
                            announcement;
                            the median of the price targets given by the
"Broker Median Price        brokers named in the Sources and Bases section
Target"                     that have published price targets following the
                            announcement of the Tysabri Transaction on
                            February 6, 2013;
                            the median of earnings per share forecasts made by
"Broker Projected Earnings  the brokers named in the Sources and Bases section
Per Share"                  that have published revised earnings per share
                            forecasts following the announcement of the
                            Tysabri Transaction on February 6, 2013;
                            the median of EBITDA forecasts made by the brokers
                            named in the Sources and Bases section that have
"Broker Projected EBITDA"   published revised EBITDA forecasts following the
                            announcement of the Tysabri Transaction on
                            February 6, 2013;
                            the enterprise value of Elan as at February 15,
"Current Enterprise Value"  2013, calculated by Royalty Pharma in accordance
                            with Appendix II;
"Elan" or "the Company"     Elan Corporation plc;
"Elan ADS"                  Elan American Depository Shares, each representing
                            one (1)Elan Share;
"Elan Group"                Elan and each of its subsidiaries and subsidiary
                            undertakings;
                            the registered holders of Elan Shares and the
"Elan Shareholders"         holders of Elan ADS; "Elan Shareholder" means any
                            of such holders;
"Elan Shares"               the ordinary shares of €0.05 each in the capital
                            of Elan and "Elan Share" means any one of them;
"Elan Stock"                Elan Shares and/or Elan ADS;
"Irish Takeover Rules"      the Irish Takeover Panel Act 1997, Takeover Rules
                            2007 (as amended);
"J.P. Morgan"               J.P. Morgan Securities LLC;
"Large Cap Biotech          Amgen Inc., Biogen, Celgene Corporation and Gilead
Companies"                  Sciences, Inc.;
                            the period commencing on the date of this
"Offer Period"              announcement and ending on such date as the Irish
                            Takeover Panel may decide or the Irish Takeover
                            Rules dictate;
                            the enterprise value of Elan implied by the
"Proposal Enterprise Value" Proposal, calculated by Royalty Pharma in
                            accordance with Appendix II;
"Prothena"                  Prothena Corporation plc;
"SEC"                       Securities and Exchange Commission;
                            Alkermes plc, Allergan, Inc., Cubist
                            Pharmaceuticals, Inc., Endo Health Solutions Inc.,
"Specialty Pharma           Forest Laboratories, Inc., Jazz Pharmaceuticals
Companies"                  plc, The Medicines Company, Salix Pharmaceuticals,
                            Ltd., Shire plc, Valeant Pharmaceuticals
                            International, Inc and Warner Chilcott Plc;
                            the royalty on Tysabri payable by Biogen to Elan
"Tysabri Royalty"           Group following the completion of the Tysabri
                            Transaction; and
                            the transaction between Elan and Biogen in
"Tysabri Transaction"       relation to the restructuring of Elan's Tysabri
                            collaboration with Biogen which was announced by
                            Elan on February 6, 2013.

 APPENDIX II:

Calculation of Current Enterprise Value and Proposal Enterprise Value

Table 1 - Enterprise Value (US$m unless stated)
                                                       Current      Proposal
                                                       Enterprise   Enterprise
                                                       Value        Value
Price of Elan Stock                                    US$10.35[11] US$11.00
Fully diluted number of Elan Stock outstanding (m) –   601.6        602.0
Table 2
Market capitalization                                  6,226.9      6,622.4
Elan net cash – Table 3                                3,091.4      3,091.4
Enterprise value                                       3,135.5      3,531.0



Table 2 – Fully diluted shares (m unless stated)
                                                       Current    Proposal
                                                       Enterprise Enterprise
                                                       Value      Value
Price of Elan Stock                                    US$10.35   US$11.00
Total voting rights^^[12]                              595.3      595.3
Dilution from options and restricted stock units^^[13] 6.3        6.7
Fully diluted shares outstanding                       601.6      602.0



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Table 3 - Elan net cash position (US$m unless stated) Net cash
Cash and cash equivalents                             431.3
Proceeds from sale of Alkermes Shares^^[14]           169.7
Restricted cash and cash equivalents —current         2.6
Long-term debt                                        (600.0)
Janssen AI funding commitment^^[15]                   (93.2)
Restructuring accruals                                (27.6)
Accrued transaction costs                             (12.5)
Cambridge Collaboration termination[16]               (8.0)
Unfunded pension liability^^[17]                      (39.1)
Value of Prothena stake^^[18]                         19.1
Proceeds to come from Tysabri Transaction^^[19]       3,249.0
Net cash pro forma for Tysabri Transaction            3,091.4

Note: Where not otherwise cited, figures are extracted from Elan's balance
sheet as at December 31, 2012 and are sourced from Elan's 20-F SEC filing on
February 12, 2013 for the financial year ended December 31, 2012

[11] The closing share price of Elan ADS's on the New York Stock Exchange on
February 15, 2013.

[12] Sourced from Elan's Total Voting Rights announcement filed on January 31,
2013 and adjusted for restricted stock units vested thereafter.

[13] Dilutive impact calculation based on the treasury share method.

[14] Per Alkermes plc (ALKS) 13-D SEC filing on February 6, 2013.

[15] Elan's remaining funding commitment to Janssen AI as at February 2013 as
disclosed in Elan's 20-F SEC filing on February 12, 2013.

[16] Extracted from Elan's 20-F SEC filing on February 12, 2013 for the
financial year ended December 31, 2012.

[17] Extracted from Elan's 20-F SEC filing on February 12, 2013 for the
financial year ended December 31, 2012.

[18] Calculated as the closing share price of Prothena's ordinary shares of
US$6.01 on the NASDAQ Stock Market on February 15, 2013 times 3,182,253
ordinary shares owned by Elan as disclosed in Elan's Form 3 SEC filing on
December 20, 2012.

[19] Expected cash upfront payment by Biogen to the Elan Group on closing of
the Tysabri Transaction which was announced by Biogen on February 6, 2013.



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

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

Any reference to "subsidiary" has the meaning given to it by Section 155 of
the Act.

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

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

SOURCE Royalty Pharma

Contact: Royalty Pharma: Pablo Legorreta or George Lloyd, Tel: +1 212 883
2275; or J.P. Morgan, Henry Gosebruch (New York, Tel: +1 212 270 6000), Dwayne
Lysaght / James Mitford (London, Tel: +44 (0) 20 7742 4000); or Abernathy
MacGregor (PR), Tom Johnson or Chuck Burgess, Tel: +1 212 371 5999; or
Maitland (PR), Tom Buchanan, Tel: +44 (0) 20 7379 5151