Prothena Corp plc (Form: 10-12B/A, Received: 11/30/2012 16:22:16)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on November 30, 2012

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

Form 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Prothena Corporation plc

(Exact name of registrant as specified in its charter)


Ireland		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

650 Gateway Boulevard South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 837-8550

Securities to be registered pursuant to Section 12(b) of the Act:


Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
Ordinary Shares, par value $0.01 per share		The Nasdaq Global Market

Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended. (Check one):

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10

The information required by the following Form 10 Registration Statement items is contained in the Information Statement sections that we identify below, each of which we incorporate in this report by reference:

Item 1.

Business

The information required by this item is contained under the sections “Summary,” “Risk Factors,” “The Separation and Distribution and Related Transactions,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business” of the Information Statement, which sections are incorporated herein by reference.

Item 1A.

Risk Factors

The information required by this item is contained under the section “Risk Factors” of the Information Statement, which section is incorporated herein by reference.

Item 2.

Financial Information

The information required by this item is contained under the sections “Summary,” “Risk Factors,” “Capitalization,” “Selected Historical Carve-out Combined Financial Data,” “Unaudited Pro Forma Condensed Carve-out Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Share Capital” and “Index to Financial Statements,” and the financial statements referenced therein, of the Information Statement, which sections are incorporated herein by reference.

Item 3.

Properties

The information required by this item is contained under the section “Business — Facilities” of the Information Statement, which section is incorporated herein by reference.

Item 4.

Security Ownership of Certain Beneficial Owners and Management

The information required by this item is contained under the section “Security Ownership of Certain Beneficial Owners and Management” of the Information Statement, which section is incorporated herein by reference.

Item 5.

Directors and Executive Officers

The information required by this item is contained under the section “Corporate Governance and Management” of the Information Statement, which section is incorporated herein by reference.

Item 6.

Executive Compensation

The information required by this item is contained under the sections “Executive Compensation” and “Corporate Governance and Management — Compensation Committee Interlocks and Insider Participation” of the Information Statement, which sections are incorporated herein by reference.

Item 7.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is contained under the sections “Arrangements between Elan and Prothena,” “Certain Relationships and Related Party Transactions” and “Corporate Governance and Management” of the Information Statement, which sections are incorporated herein by reference.

Item 8.

Legal Proceedings

The information required by this item is contained under the section “Business — Legal Proceedings” of the Information Statement, which section is incorporated herein by reference.

Item 9.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

The information required by this item is contained under the sections “Risk Factors,” “Capitalization,” “The Separation and Distribution and Related Transactions,” “Listing and Trading of our Ordinary Shares,” “Dividend Policy” and “Executive Compensation” of the Information Statement, which sections are incorporated herein by reference.

Item 10.

Recent Sales of Unregistered Securities

None.

Item 11.

Description of Registrant’s Securities to be Registered

The information required by this item is contained under the section “Description of Share Capital” of the Information Statement, which section is incorporated herein by reference.

Item 12.

Indemnification of Directors and Officers

The information required by this item is contained under the section “Indemnification of Directors and Officers” of the Information Statement, which section is incorporated herein by reference.

Item 13.

Financial Statements and Supplementary Data

The information required by this item is contained under the sections “Unaudited Pro Forma Condensed Carve-out Combined Financial Statements” and “Index to Financial Statements,” and the financial statements referenced therein, of the Information Statement, which sections are incorporated herein by reference.

Item 14.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 15.

Financial Statements and Exhibits

(a) Financial Statements

The information required by this item is contained under the section “Unaudited Pro Forma Condensed Carve-out Combined Financial Statements” and “Index to Financial Statements,” and the financial statements referenced therein, of the Information Statement, which sections are incorporated herein by reference.

(b) Exhibits

The following documents are filed as exhibits hereto:



Exhibit No.		Description

2.1		Demerger Agreement, dated as of November 8, 2012 between Elan Corporation, plc and Prothena Corporation plc

2.2		Form of Amended and Restated Intellectual Property License and Contribution Agreement among Neotope Biosciences Limited, Elan Pharma International Limited, and Elan Pharmaceuticals, Inc.

2.3		Form of Intellectual Property License and Conveyance Agreement among Neotope Biosciences Limited, Elan Pharma International Limited and Elan Pharmaceuticals, Inc.

2.4		Form of Asset Purchase Agreement between Elan Pharmaceuticals, Inc. and Prothena Biosciences Inc

3.1		Form of Memorandum and Articles of Association of Prothena Corporation plc

8.1		Form of Tax Opinion of Cadwalader, Wickersham & Taft LLP

8.2		Form of Tax Opinion of KPMG LLP, Independent Registered Public Accounting Firm

10.1		Form of Tax Matters Agreement

10.2		Form of Transitional Services Agreement

10.3		Subscription and Registration Rights Agreement, dated as of November 8, 2012 by and among Prothena Corporation plc, Elan Corporation, plc and Elan Science One Limited

10.4		Form of Research and Development Services Agreement

10.5		Form of Deed of Indemnity

10.6		Lease Agreement, dated as of March 18, 2010 between Are-San Francisco No. 33, LLC and Elan Pharmaceuticals, Inc.

10.7		First Amendment to Lease, dated as of November 18, 2011 between Are-San Fancisco No. 33, LLC and Elan Pharmaceuticals, Inc.

10.8		Second Amendment to Lease, dated as of June 1, 2012 between Are-San Francisco No. 33, LLC and Elan Pharmaceuticals, Inc.

10.9		Third Amendment to Lease, dated as of October 3, 2012 between Are-San Francisco No. 33, LLC and Elan Pharmaceuticals, Inc.

10.10		Assignment of Tenant’s Interest in Lease and Assumption of Lease Obligations, dated as of December 2, 2012 between Elan Pharmaceuticals, Inc. and Prothena Biosciences Inc

10.11		Form of Prothena Corporation plc 2012 Long Term Incentive Plan

10.12		Form of Prothena Biosciences Inc Severance Plan

10.13		Form of Prothena Biosciences Inc Incentive Compensation Plan

10.14		License Agreement, dated as of December 31, 2008 between the University of Tennessee Research Foundation and Elan Pharmaceuticals, Inc.

21.1		List of Subsidiaries

99.1		Information Statement, preliminary and subject to completion, dated November 30, 2012

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 2.1

Dated 8 November 2012

ELAN CORPORATION, PLC

and

PROTHENA CORPORATION PLC

DEMERGER AGREEMENT

CONTENTS


1.	DEFINITIONS AND INTERPRETATION	4
2.	CONDITIONS	13
3.	PRE-COMPLETION OBLIGATIONS	14
4.	TRANSFER OF NEOTOPE BIOSCIENCES AND ISSUE OF PROTHENA SHARES	15
5.	COMPLETION OBLIGATIONS	15
6.	ESTABLISHMENT OF THE SEPARATION COMMITTEE	16
7.	INDEMNIFICATION	16
8.	MUTUAL RELEASES	16
9.	RELEASE OF GUARANTEES	17
10.	CONTRACTUAL ARRANGEMENTS	18
11.	TAX	21
12.	DEALINGS BETWEEN GROUPS	21
13.	INSURANCE	23
14.	CONSENTS	23
15.	EMPLOYEE BENEFITS	24
16.	TRADE PAYABLES AND ACCRUALS	25
17.	FURTHER ASSURANCE	25
18.	NON SOLICITATION	27
19.	PAYMENTS	27
20.	CONFIDENTIALITY	27
21.	SIGNS; USE OF COMPANY NAMES	28
22.	DISPUTE RESOLUTION	28
23.	ENTIRE AGREEMENT	29
24.	NOTICES	30
25.	ANNOUNCEMENTS	31
26.	GOVERNING LAW AND JURISDICTION	31
27.	MISCELLANEOUS	31

Schedule 1 – Employee Benefits

A. Healthcare Benefits

B. Severance Benefits

C. Pension Benefits

D. Share Plans

E. Compensation Arrangements

Schedule 2 – Mutual Indemnities

Schedule 3 – Provisions relating to Claims under the Mutual Indemnities

Schedule 4 – Trade Payables and Accruals

Exhibit A – Step Plan

THIS DEMERGER AGREEMENT is made on 8 November 2012

BETWEEN:

(1)

ELAN CORPORATION, PLC a public limited company incorporated in Ireland, with registered number 30356 having its registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland ( Elan ); and

(2)

PROTHENA CORPORATION PLC , a public limited company incorporated in Ireland, with registered number 518146 having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland ( Prothena ),

(each a Party , together the Parties ).

WHEREAS:

A.	Elan owns and operates the Elan Business and also owns and operates the Prothena Business;

Elan has determined that it would be appropriate and desirable, following the Pre-Demerger Restructuring, to separate the Prothena Business from Elan in order to provide both Elan and Prothena with the following key benefits: (i) greater strategic focus of financial resources and management’s efforts, (ii) direct and differentiated access to capital resources, (iii) enhanced investor choice through investment opportunities in two separate companies and (iv) enhanced management incentive tools;

C.	Prothena has been formed in order to facilitate such separation;

D.	Prior to the Demerger and pursuant to the Pre-Demerger Restructuring, the Parties anticipate that the assets and Liabilities comprising the Prothena Business will be transferred and held within the Restructured Prothena Group;

Elan and Prothena have each determined that it would be appropriate and desirable for Elan to transfer to Prothena, and for Prothena to receive, directly or indirectly, all of the outstanding shares of each company comprising the Restructured Prothena Group (the Prothena Transfer ) in consideration for the allotment of 99.99% of the outstanding shares of Prothena to the Elan Shareholders (the Allotment ), which Allotment constitutes a deemed in specie distribution by Elan to the Elan Shareholders;

The Parties intend that the Prothena Transfer and the Allotment (taken together) shall qualify as a “scheme of reconstruction or amalgamation” pursuant to Section 587 of the Taxes Consolidation Act 1997, with the result that no chargeable gain for Irish Tax purposes should arise for the Elan Shareholders;

The Parties intend that the Prothena Transfer and the Allotment (taken together) shall not give rise to a chargeable gain for Elan in respect of the disposal by Elan of Neotope Biosciences, pursuant to section 615 of the Taxes Consolidation Act 1997, and shall be relieved from Irish stamp duty for which Prothena would be otherwise accountable for under section 80 of the Stamp Duties Consolidation Act 1999;

The Parties intend that the Prothena Transfer and the Allotment qualify as a “reorganization” under Section 368(a)(1)(D) of the U.S. Internal Revenue Code of 1986, as amended (the IRC ), and the Allotment, as such, qualify as a distribution of ordinary shares of Prothena to the Elan Shareholders under Section 355 of the IRC;

I.	The Parties intend that the execution of this Agreement constitutes a “plan of reorganization” for the purposes of Section 368 of the IRC; and

J.	The Parties intend in this Agreement to set forth the principal arrangements between them regarding the Prothena Transfer and the Allotment.

IT IS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION

1.1.	The following provisions shall apply to the interpretation of this Agreement. Words and expressions used in this Agreement shall have the meanings set out below, unless expressly redefined, or the context requires otherwise:



“Admission”		means admission of the Demerger Shares to the NASDAQ Global Market having become effective;

“Action”		means any demand, claim, action, suit, counter suit, arbitration, inquiry, Proceeding, audit, review, complaint, litigation, counterclaim, mediation, alternative dispute resolution, discovery request, subpoena or Investigation, of any nature whether administrative, civil, criminal, regulatory or otherwise, by or before any federal, state, local, foreign or international Governmental Authority or any arbitration or mediation tribunal;

“ADSs”		means American depository shares issued in respect of Elan Shares (each ADS representing one Elan Share);

“Affiliate”		means, in relation to Elan, any other Person who directly or indirectly Controls, is Controlled by, or is under common Control with Elan from time to time but excluding any Prothena Group Company and, in relation to Prothena, any other Person who directly or indirectly Controls, or is Controlled by, or is under common Control with Prothena or Neotope Biosciences from time to time but excluding any Elan Group Company;

“Agreed Form”		means, in relation to any document, in a form agreed or to be agreed by the Parties to this Agreement;

“Ancillary Agreements”		means the: (i) Subscription and Registration Rights Agreement; (ii) Transitional Services Agreement; (iii) Tax Matters Agreement; and (iv) Research and Development Services Agreement;

“Applicable Laws”		means any and all applicable laws (whether civil, criminal or administrative) including common law, statutes, subordinate legislation, treaties, regulations, rules, directives, decisions, by-laws, circulars, codes, orders, notices, demands, decrees, injunctions, guidance, Judgments or resolutions of a parliamentary government, federal, state or Governmental Authority, statutory, administrative or regulatory body, securities exchange, court or agency in any part of the world which are in force or enacted and are, in each case, legally binding as at Completion and the term Applicable Law will be construed accordingly;



“Asset Transfer Agreement”		has the meaning given to that term in clause 17.3.1;

“Business Day”		means a day (not being a Saturday or Sunday or a public holiday) when clearing banks are open for business in Dublin and New York for the transaction of normal banking business;

“CEO”		means the chief executive officer from time to time of the relevant company;

“Circular”		means the circular to be dated the Posting Date, to be sent to the Elan Shareholders, in connection with the Demerger, including a notice of an extraordinary general meeting of Elan;

“Clinical Trials”		means trials performed under clinical conditions to evaluate the effectiveness and safety of medications by monitoring their effects on test groups;

“Completion”		means the time and date when the Conditions shall have been fulfilled and the events specified in clause 5 shall have taken place;

“Completion Trade Payables and Accruals”		means the aggregate amount of the Trade Payables and Accruals as at Completion;

“Completion Trade Payables and Accruals Statement”		means the statement showing the Completion Trade Payables and Accruals as at Completion, calculated in accordance with Schedule 4, Part 1;

“Conditions”		means the conditions set out in clause 2;

“Confidential Information”		has the meaning given to that term in clause 20.1.1;

“Connected Person”		has the meaning given to that term in clause 23;

“Contract”		means any contract, agreement, lease, license, sales order, purchase order, undertaking, permit, assurance, indemnity, representation, warranty, instrument or other commitment, whether written, oral or implied, that is binding on any Person or legal entity or any part of its property under any Applicable Law;

“Control”		means the power to direct the management of an entity, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise; and the terms “Controlled by” and “under common Control” have meanings correlative to the foregoing;

“Costs”		means charges and reasonable documented costs (including legal costs) and expenses (other than, in each case, Tax), in each case of any nature whatsoever;

“Demerger”		means the demerger of the Prothena Business from the Elan Group to be effected by the Prothena Transfer and the Allotment;

“Demerger Record Time”		means 11:59 p.m., GMT, on 14 December 2012, or such other time as the Elan Board shall, in its absolute discretion, determine;



“Demerger Resolution”		means the resolution set out in the notice of extraordinary general meeting of Elan included in the Circular;

“Demerger Shares”		means the ordinary shares in the share capital of Prothena, with a nominal value of U.S.$0.01 each, to be allotted and issued, credited as fully paid up to the Qualifying Elan Shareholders in consideration for the Prothena Transfer, as Elan shall direct in accordance with this Agreement;

“DPA”		has the meaning given to that term in clause 17.1.5;

“Elan Board”		means the board of directors of Elan or any duly authorised committee thereof (including the Transaction Committee);

“Elan’s Bonus Contribution Amount”		has the meaning given to that term in clause 2.3, Schedule 1, Part E;

“Elan Business”		means all businesses carried on prior to Completion by any member of the Pre-Demerger Elan Group except for the Prothena Business;

“Elan Business Liabilities”		has the meaning given to that term in Schedule 2;

“Elan Clinical Trial Insurance Policies”		means the insurance policies put in place by the Pre-Demerger Elan Group to cover Clinical Trials;

“Elan Employees”		means those individuals employed exclusively or predominantly in the Elan Business at Completion and the term “Elan Employee” shall be construed accordingly;

“Elan Group”		means Elan and its subsidiary undertakings from time to time, but excluding any Prothena Group Company;

“Elan Group Company”		means any company in the Elan Group and “Elan Group Companies” shall be construed accordingly;

“Elan Group Company Guarantee”		means any guarantee, indemnity, obligation, bond, warranty, covenant, security or collateral obligation given by any Elan Group Company in respect of any Prothena Group Company, any Liabilities or obligations of any Prothena Group Company, or any Liabilities or obligations of the Prothena Business;

“Elan Marks”		means the name “Elan”, or any variations thereof, and any other trademarks, service marks, trade names, logos or identifiers owned by, or licensed by a third party to, any member of the Elan Group, in each case as of Completion;

“Elan Severance Plan”		means the severance plan maintained by Athena Neurosciences, Inc. for the benefit of employees of certain of its Affiliates, including Elan Pharmaceuticals, Inc. Prothena Employees have been eligible to participate in the Elan Severance Plan;

“Elan Shareholders”		means the holders of Elan Shares and ADSs;



“Elan Shares”		means the ordinary shares with a nominal value of €0.05 each in the share capital of Elan;

“Elan Share Plans”		means the share incentive schemes of Elan including the: (i) Elan Corporation, plc 1996 Long-Term Incentive Plan; (ii) Elan Corporation, plc 1996 Consultant Option Plan; (iii) Elan Corporation, plc 1999 Stock Option Plan; (iv) Elan Corporation, plc 2006 Long Term Incentive Plan; (v) Elan Corporation, plc 2012 Long Term Incentive Plan; and (vi) Elan Corporation, plc Employee Equity Purchase Plan;

“Elan Welfare Plan”		has the meaning given to that term in clause 1 of Schedule 1, Part A (Healthcare Benefits);

“EURIBOR”		means, in respect of any relevant sum and any relevant period, the average of the rates per cent per annum at which Euro deposits for 6 months are offered by leading banks (quoted on Reuters) on the Dublin Inter Bank Market as published by Reuters at or about 11.00 a.m. on the first day of each relevant 6 month period in respect of which the calculation is made or, if such day is not a Business Day, on the immediately preceding Business Day;

“Form 10”		means the registration statement on Form 10, including all amendments or supplements thereto, filed by Prothena with the SEC in connection with the Demerger;

“Former Elan Employee”		means those individuals who were employed exclusively or predominantly in the Elan Business at any point during the period of one year prior to Completion, but who are no longer Elan Employees or Prothena Employees;

“Governmental Approvals”		means any notices, reports or other filings to be made with, or any consents, registrations, permits or authorisations to be obtained from, any Governmental Authority;

“Governmental Authority”		means any Irish, U.S. or other federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority or self-regulatory organisation;

“Group”		means in relation to the relevant Party immediately after Completion: (i) a parent undertaking or subsidiary undertaking of that Party; or (ii) a subsidiary undertaking of any parent undertaking of that Party, and “Group Company” shall be construed accordingly;



“Group Contract”		has the meaning given to that term in clause 10.3;

“Indemnified Party”		has the meaning given to that term in Schedule 3 (Provisions Relating to Claims Under the Mutual Indemnities);

“Indemnifying Party”		has the meaning given to that term in Schedule 3 (Provisions Relating to Claims Under the Mutual lndemnities);

“Independent Accountant”		means the independent chartered accountant appointed in accordance with clause 2.6 of Schedule 4, Part 1 to resolve any dispute arising in relation to the calculation of the Completion Trade Payables and Accruals Statement;

“Information”		means information, including books and records, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including studies, reports, records, books, contracts, instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programmes or other software, marketing plans, customer names, communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), and other technical, financial, employee or business information or data;

“Information Statement”		means the Information Statement attached as an exhibit to the Form 10 distributed to the holders of Elan Shares in connection with the Demerger, including any amendment or supplement thereto;

“Insurance Date”		has the meaning given to that term in clause 10.2.4 of Schedule 3;

“Intellectual Property Rights”		means all patents, trade and service marks, trade and service names, logos, copyrights (including, without limitation, rights in computer software), rights in designs and rights in databases (whether or not any of these is registered and including any applications for registration of any such thing) and all other intellectual property rights or forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing which subsist anywhere in the world;

“Investigation”		has the meaning given to that term in clause 17.1.4;

“Judgment”		means any judgment, order, writ, injunction, stipulation or decree issued by, or any legally binding agreement with a Governmental Authority of competent jurisdiction, whether preliminary, temporary or permanent;



“Lease”		means the lease for space at 650 Gateway Boulevard, South San Francisco, CA 94080, U.S.A., that Elan Pharmaceuticals, Inc. intends to assign or sublease to a Neotope Group Company;

“Liabilities”		means all debts, liabilities, Losses, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (including whether arising out of any Contract or tort based on negligence or strict liability and including whether arising under any Applicable Law, Action or threatened Action) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto;

“Losses”		means any and all losses, Costs, obligations, Liabilities, settlement payments, awards, Judgments, Taxes, fines, penalties, damages, fees, expenses, deficiencies, claims or other charges (including the Costs and expenses of any and all Actions and demands, assessments, Judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the Investigation or defence thereof or the enforcement of rights hereunder);

“Mutual Indemnities”		means the indemnities given by Elan to Prothena or by Prothena to Elan which are contained in clause 9 and in Schedule 2 (Mutual Indemnities);

“Neotope Biosciences”		means Neotope Biosciences Limited, a private limited company incorporated in Ireland, company number 460227, with a registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland;

“Onclave”		means Onclave Therapeutics Limited, a wholly owned subsidiary of Neotope Biosciences and a private limited company incorporated in Ireland, company number 485112, with a registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland;

“Other Group”		means in reference to the Elan Group, the Prothena Group, and vice-versa;

“Outstanding Agreements”		has the meaning given to that term in clause 10.1;

“Payment Date”		has the meaning set out in clause 1.2.4 of Schedule 4, Part 1;

“Person”		means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority;

“Posting Date”		means the date of the issue and dispatch of the Circular, as determined by the Elan Board;



“Pre-Demerger Elan Group”		means the Elan Group and the Restructured Prothena Group;

“Pre-Demerger Restructuring”		means the restructuring of the Pre-Demerger Elan Group, effected or to be effected in accordance with steps 1-7 of the Step Plan prior to Completion in preparation for the Demerger, under which Elan allocated, assigned and transferred (or will allocate, assign and transfer), or caused (or will cause) to be allocated, assigned and transferred, to the Restructured Prothena Group the assets and Liabilities that comprise the Prothena Business;

“ Prothena Board”		means the board of directors of Prothena or any duly authorised committee thereof;

“Prothena Business”		means the drug discovery business platform of the Pre-Demerger Elan Group, focused primarily on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion, including, without limitation, any business conducted by any Prothena Group Company, prior to, as of or following Completion;

“Prothena Business Liabilities”		has the meaning given to that term in Schedule 2;

“Prothena Employees”		means those individuals employed exclusively or predominantly in the Prothena Business and/or by any Prothena Group Company at Completion and the term “Prothena Employee” shall be construed accordingly;

“Prothena Group”		means Prothena, Neotope Biosciences, Prothena U.S., Onclave, and the other companies that are, or will following Completion be, directly or indirectly, subsidiaries of Prothena;

“Prothena Group Company”		means any member of the Prothena Group, including but not limited to Prothena, Neotope Biosciences, Prothena U.S. and Onclave, and “Prothena Group Companies” shall be construed accordingly;

“Prothena Group Company Guarantee”		means any guarantee, indemnity, bond, warranty, covenant, security or collateral obligations given by any Prothena Group Company in respect of any Elan Group Company or any Liabilities or obligations of any Elan Group Company;

“Prothena U.S.”		means Prothena Biosciences Inc, a wholly owned subsidiary of Neotope Biosciences and a company incorporated in the State of Delaware, with an address at 650 Gateway Boulevard South San Francisco, CA 94080, U.S.A.;

“Proceedings”		has the meaning given to that term in clause 26.2;

“Providing Party”		has the meaning given to that term in clause 12.1;

“Qualifying Elan Shareholders”		means Elan Shareholders at the Demerger Record Time;



“Receiving Company”		has the meaning given to that term in clause 10.1.2;

“Representatives”		has the meaning given to that term in clause 20.1.2;

“Requesting Party”		has the meaning given to that term in clause 12.1;

“Research and Development Services Agreement”		means the agreement to be entered into by the Parties pursuant to which Prothena will provide certain research and development services to Elan;

“Restructured Prothena Group”		means Neotope Biosciences, Prothena U.S. and Onclave;

“SEC”		means the U.S. Securities and Exchange Commission;

“Separation Committee”		means the committee to be established in accordance with clause 6;

“Step Plan”		the Project Apple step plan dated 5 November 2012 set out at Exhibit A, steps 1-7 of which summarises the proposals in relation to the Pre-Demerger Restructuring;

“Subscription and Registration Rights Agreement”		means the agreement under which, subject to and conditional upon Completion in accordance with the terms of this Agreement, immediately following the Demerger, Elan Science One Limited ( ES1 ) will subscribe for, and Prothena will allot and issue to ES1, 18% of the outstanding ordinary shares of Prothena (calculated after taking into account the issuance of such shares), for a cash payment of U.S.$26,000,000;

“Tax”		means all forms of taxation, duties, imposts, levies and other governmental charges and whether of Ireland, the U.S.A. or elsewhere, including (but without limitation) income tax, corporation tax, corporation profits tax, advance corporation tax, capital gains tax, capital acquisitions tax, residential property tax, wealth tax, value added tax, dividend withholding tax, deposit interest retention tax, customs and other import and export duties, excise duties, stamp duty, capital duty, social insurance, levies, social welfare or other similar contributions and other amounts corresponding thereto whether payable in Ireland, the U.S.A. or elsewhere, and any interest, surcharge, penalty or fine in connection therewith, and the word Taxation shall be construed accordingly;

“Tax Matters Agreement”		means the agreement to be entered into by Prothena and Elan addressing certain Tax matters, including the allocation of Tax Liabilities for taxable periods before and after Completion (including any Taxes payable with respect to the Demerger);

“Third Party Consents”		means all consents, waivers or approvals from, or notification requirement to, any Person other than a member of either Group which are required to be obtained as a result of the Pre-Demerger Restructuring or the Demerger;



“Trade Payables and Accruals”		means the following trade payables and accruals relating to the Prothena Business; trade creditors (A/C code 200010), clinical accruals (A/C code 210012), accrued trade creditors (A/C code 210030), accrued S&P Tax (A/C code 210032), maintenance accruals (A/C code 210034), accrued legal (A/C code 210036), accrued consulting (A/C code 210042), accrued professional fees (A/C code 210044), tangible asset accruals (A/C code 210048) and other accruals (A/C code 210090);

“Transaction Agreements”		means this Agreement, the Ancillary Agreements and any other agreement entered into in connection with the Demerger or the Pre-Demerger Restructuring, including any Asset Transfer Agreement;

“Transaction Committee”		means the committee of the Elan Board established on 20 September 2012 to consider, approve and take all necessary actions required to implement the Demerger;

“Transfer Shares”		means the entire issued share capital of Neotope Biosciences, being 100,811,000 ordinary shares of U.S.$1.00 each;

“Transferring Company”		has the meaning given to that term in clause 10.1.1;

“Transitional Services Agreement”		means the transitional services agreement to be entered into by the Parties pursuant to which the Parties will provide certain services to each other for a transitional period after Completion.

1.2.	Unless expressly stated in this agreement or the context otherwise requires, in this Agreement:

1.2.1.

references to clauses, sub-clauses, paragraphs, sub-paragraphs, Recitals and Schedules are to clauses, sub-clauses, paragraphs, sub-paragraphs of and Recitals and Schedules to this Agreement;

1.2.2.

the Schedules, exhibits and any attachments form part of this Agreement and the Schedules, exhibits and any attachments shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules, exhibits and any attachments;

1.2.3.

headings and titles to clauses, Schedules, exhibits and any attachments are for convenience only and do not affect the interpretation of this Agreement;

1.2.4.

words importing the singular include the plural and vice versa and words importing the masculine include the feminine and neuter and vice versa;

1.2.5.

subject to clause 24 (Notices), reference to writing or similar expressions includes transmission by facsimile or other electronic means;

1.2.6.

unless otherwise defined, a word or phrase the definition of which is contained or referred to in section 2 of the 1963 Act has the meaning attributed to it by that definition;

1.2.7.

reference to any document includes that document as amended or supplemented whether before or after the date of this Agreement; and

1.2.8.

“including” or “includes” means including or includes without limiting the generality of the foregoing.

2.	CONDITIONS

2.1.	The provisions of this Agreement shall be conditional and only become effective upon the completion of the following:

2.1.1.

the passing of the Demerger Resolution;

2.1.2.

the Elan Board shall have duly approved this Agreement, the disposal of the Transfer Shares to Prothena, and all the other transactions contemplated thereby;

2.1.3.

the Prothena Board shall have duly approved this Agreement, the allotment of the Demerger Shares to the Qualifying Elan Shareholders, and all the other transactions contemplated thereby;

2.1.4.

Elan and its subsidiaries shall have completed the Pre-Demerger Restructuring;

2.1.5.

each of the Transaction Agreements shall have been executed by each Party thereto;

2.1.6.

NASDAQ having acknowledged (and such acknowledgement not having been withdrawn) that the Demerger Shares will be approved for listing on the Nasdaq Global Market;

2.1.7.

prior to the Demerger, all of Elan’s Representatives shall have resigned or been removed as officers and from all boards of directors or similar governing bodies of the Prothena Group Companies, and all of Prothena’s Representatives shall have resigned or been removed from all such bodies of the Elan Group Companies;

2.1.8.

Elan and Prothena shall have received all permits, registrations and consents required under the securities or the “blue sky” laws of states or other political subdivisions of the United States or of foreign jurisdictions;

2.1.9.

the Form 10 shall have been declared effective by the SEC, and no stop order suspending the effectiveness of the Form 10 shall be in effect or, to the Parties’ knowledge, shall have been threatened by the SEC, and the Information Statement shall have been distributed or mailed (as appropriate) to the Qualifying Elan Shareholders;

2.1.10.

Elan and Prothena shall have received all Governmental Approvals and all Third Party Consents necessary to effect the Demerger and to permit the operation of the Prothena Business after Completion;

2.1.11.

no Applicable Law, Judgment or legal restraint shall be in effect that prohibits Completion or any of the other transactions contemplated by the Transaction Agreements;

2.1.12.

substantially all of the Outstanding Agreements that are material to the Prothena Business have been assigned or novated, as the case may be, as required pursuant to clause 10.1;

2.1.13.

substantially all of the Group Contracts that are material to the Prothena Business have been partially assigned to Prothena or have been terminated and replaced by separate agreements; and

2.1.14.

no other events or developments shall have occurred or shall exist that, in the judgment of the Elan Board, in its sole and absolute discretion, would make it inadvisable to effect the Demerger.

2.2.

The foregoing Conditions may be waived only by the Elan Board, in its sole and absolute discretion, and they are for the sole benefit of Elan and shall not give rise to or create any duty on the part of the Elan Board to waive or not to waive such Conditions or in any way limit the right of termination of this Agreement set forth in clause 27.9 or alter the consequences of any such termination as specified in clause 27.9. Any determination made by the Elan Board prior to Completion concerning the satisfaction or waiver of any or all of the Conditions set forth in clause 2.1 shall be conclusive; PROVIDED THAT Elan shall not waive;

2.2.1.

the Condition in clause 2.1.5 that the Subscription and Registration Rights Agreement shall have been executed by Elan, ES1 and Prothena;

2.2.2.

the Conditions in clauses 2.1.12 and 2.1.13; or

2.2.3.

any Condition that is mandatory under Applicable Law.

2.3.

Subject to clause 2.4, the Parties shall use all reasonable endeavours to ensure fulfilment of the Conditions, unless waived by the Elan Board. If the Conditions are not satisfied by 1 July 2013, (or such other date as the Parties may agree), this Agreement shall automatically terminate and neither Party shall have any claim of any nature whatsoever against the other under this Agreement (save in respect of any rights and Liabilities of the Parties which have accrued prior to termination).

2.4.	Each Party undertakes to the other to disclose anything which will or may prevent any of the Conditions from being satisfied immediately after it comes to the notice of that Party.

2.5.	Elan will procure that, between the time of this Agreement and Completion, the Prothena Business will be carried on in the ordinary course subject only to:

2.5.1.

implementation of any remaining steps to be undertaken to facilitate giving effect to the Demerger, this Agreement or the Step Plan, or any further steps required to be taken in consequence of taking such remaining steps; or

2.5.2.

actions undertaken in the course of implementing the operational separation of the Prothena Business from the Elan Business in preparation for the Demerger; or

2.5.3.

any matter undertaken as a requirement of any Applicable Law or as a requirement of any Contract, arrangement or commitment relating to the Prothena Business in place prior to the date of this Agreement; or

2.5.4.

immediate or prompt steps undertaken to the extent required to prevent (so far as possible) or remedy or limit the consequences of any matter having a material and adverse effect on the ongoing operations of the Prothena Business (which Elan shall promptly notify Prothena of, if reasonably practicable, prior to taking such steps (and if not, as soon as reasonably practicable thereafter) and shall consult with and give reasonable consideration to any reasonable corrective or remedial action proposed by Prothena in respect of such matter).

3.	PRE-COMPLETION OBLIGATIONS

3.1.	On the Posting Date, Elan shall procure the despatch of the Circular and related documentation to Elan Shareholders as appropriate, subject to the prior approval of the Circular by the Elan Board.

3.2.	Each of Elan and Prothena undertakes to the other that if, at any time after the date hereof and before the commencement of dealings in the Demerger Shares following Admission, it comes to the notice of either of them that:

3.2.1.

any statement contained in the Circular, the Form 10 or Information Statement has become or been discovered to be untrue, incorrect or misleading in any material respect;

3.2.2.

either the Circular, the Form 10 or Information Statement does not contain a statement that it should contain in order to comply with any Applicable Law and that omission is or may be material;

3.2.3.

there has been a significant change affecting any matter contained in the Circular, the Form 10 or Information Statement which would have been required to be disclosed in any such document had it occurred before the relevant document was circulated; or

3.2.4.

a significant new matter has arisen, the inclusion of Information in respect of which would have been required in the Circular, the Form 10 or Information Statement had it arisen before the relevant document was circulated,

then that Party shall immediately notify the other Party of the same in writing.

3.3.	Each Party undertakes to the other that it will comply with all Applicable Laws in relation to the Demerger, the Circular and the matters and transactions contemplated thereby and by this Agreement.

3.4.	Each Party undertakes to notify the other of the action (if any) which it intends to take as a consequence of any matter referred to in clause 3.2.1 to 3.2.4.

4.	TRANSFER OF NEOTOPE BIOSCIENCES AND ISSUE OF PROTHENA SHARES

4.1.

Subject to the satisfaction or waiver of each of the Conditions in clause 2.1 (and subject also to clause 2.2), and the Elan Board determining, in its absolute discretion, that the Demerger continues to be in the best interests of Elan and the Elan Shareholders, Elan agrees or shall procure that, in accordance with the Demerger Resolution, to transfer subject to and with effect from Completion, and Prothena shall acquire, the Transfer Shares free from all security interests, options, equities, claims or other third party rights (including rights of pre-emption) of any nature whatsoever and together with all rights attaching to them.

4.2.

Elan shall procure that prior to Completion (but subject thereto), the board of directors of Neotope Biosciences shall meet to approve the transfer of the Transfer Shares from Elan to Prothena, effective on Completion, and to resolve that Prothena be recorded in the register of members of Neotope Biosciences as the holder of the Transfer Shares.

4.3.	In consideration of the transfer of the Transfer Shares, Prothena shall allot and issue directly to the Elan Shareholders, as Elan directs, such number of Demerger Shares to Qualifying Elan Shareholders as set forth in clause 4.4 below.

4.4.	Elan hereby directs that the Demerger Shares be allotted and issued pursuant to clause 4.3 above to Qualifying Elan Shareholders in the ratio of 1 Demerger Share for every 41 Elan Shares or ADSs held by each Qualifying Elan Shareholder at the Demerger Record Time.

4.5.	Prothena covenants that the Demerger Shares shall be allotted credited as fully paid and free from all liens, charges and encumbrances whatsoever and shall have the rights described in Prothena’s articles of association (which shall be in the Agreed Form).

4.6.

No fractional Demerger Shares shall be issued, and such fractional Demerger Share interests shall not entitle the owner thereof to vote or to any rights of a holder of Demerger Shares. The distribution agent, which shall not be an Affiliate of Elan or Prothena, shall aggregate the fractional Demerger Share interests as soon as is practicable after Completion, and shall maintain a written or electronic record of each Elan Shareholder’s fractional Demerger Share interest, if any, and such Elan Shareholder’s name. The distribution agent shall cause the whole Demerger Shares obtained pursuant to the aggregation of the fractional Demerger Share interests to be sold, as soon as is practicable after Completion, in the open market at prevailing market prices, as determined by the distribution agent without influence from any Elan Group Company or Prothena Group Company. In connection with the foregoing, the distribution agent may select one or more broker-dealers, provided that no such entity is an affiliate of Elan or Prothena. As soon as is practicable after the sale of Demerger Shares pursuant to this clause 4.6, the distribution agent shall make available to the holders of fractional Demerger Share interests, on a pro rata basis, the net proceeds resulting from such sale after deduction of any required Costs, Taxes and commissions, rounding down to the nearest cent. The issuance of fractional Demerger Shares is prohibited under Prothena’s articles of association, and the payment of cash in lieu of fractional Demerger Shares shall not represent separately bargained-for consideration. None of Elan, Prothena or the distribution agent shall guarantee any minimum sale price for the fractional Demerger Share interests aggregated and sold on the open market pursuant to this clause 4.6, or pay any interest with respect to such sale proceeds. No Elan Shareholder shall receive cash equal to or greater than the value of one full Demerger Share as a result of the aggregation of fractional Demerger Share interests and the sale of Demerger Shares pursuant to this clause 4.6.

5.	COMPLETION OBLIGATIONS

5.1.	Completion of this Agreement will take place immediately upon the satisfaction or waiver of each of the Conditions in clause 2.1 (other than any Condition which will be satisfied only upon such Completion) when the following business shall be (or shall have been) transacted:

5.1.1.

Elan shall deliver to Prothena a duly executed stock transfer form in respect of the Transfer Shares in favour of Prothena, together with the relevant share certificates and Prothena shall in connection with and as part of the business conducted at Completion, procure that Prothena is recorded in the register of members of Neotope Biosciences as the holder of the Transfer Shares;

5.1.2.

Prothena shall procure that the relevant entries are made in its register of members to reflect the allotment of the Demerger Shares to the Qualifying Elan Shareholders; and

5.1.3.

each Party shall deliver, or procure the delivery of a duly executed counterpart of each of the Ancillary Agreements.

5.2.

Any amounts outstanding at Completion between any Elan Group Company and any Prothena Group Company shall, to the extent not already settled (unless otherwise agreed between the Parties) be settled by payment to the relevant Elan Group Company or Prothena Group Company (as appropriate) in the normal course, in accordance with the applicable terms of the relevant agreement.

5.3.

The Parties shall procure that, to the extent the same has not been effected on or prior to Completion, any of their respective subsidiaries, the shares of which have been transferred as part of the Pre-Demerger Restructuring, shall (if applicable), upon either the stamping of the relevant transfers with the relevant duty or claiming a relevant relief from stamp duty, register the transferee of the relevant shares as the holder thereof in the register of members of the relevant company.

6.	ESTABLISHMENT OF THE SEPARATION COMMITTEE

6.1.

Elan and Prothena shall establish a separation committee (the Separation Committee ) from the date of this Agreement to review and assist in the implementation of this Agreement and the Transaction Agreements, to consider any additional issues arising from the implementation of the Demerger and to resolve (subject to clause 22) any disputes which may arise between members of the Elan Group and of the Prothena Group.

6.2.	The Separation Committee shall meet from time to time as agreed by Elan and Prothena.

6.3.

The members of the Separation Committee shall be a senior legal counsel, the Chief Financial Officers (or Financial Controllers) and the Company Secretaries of each of Elan and Prothena. The members of the Separation Committee shall be entitled to invite such other Persons as they may determine to attend particular meetings of the Separation Committee. The Separation Committee shall determine its own remit and procedures.

7.	INDEMNIFICATION

7.1.

It is agreed by the Parties that and save as specifically provided in this Agreement, Elan should be responsible for all matters relating to the Elan Business and that Prothena should be responsible for all matters relating to the Prothena Business, whether arising prior to, at or following Completion. Accordingly, and without prejudice to the specific provisions of this Agreement, the Parties have agreed to the undertakings set out in Schedule 2 (Mutual lndemnities) and clause 9.

7.2.	The provisions of Schedule 3 (Provisions Relating to Claims Under the Mutual lndemnities) shall apply in relation to the making of any claim under Schedule 2 (Mutual lndemnities) and clause 9.

8.	MUTUAL RELEASES

8.1.

Except as provided in clause 8.3, effective upon Completion, Prothena hereby, for itself and each Prothena Group Company, and their respective Affiliates, predecessors, successors and assigns, and, to the extent Prothena legally may, all Persons that at any time prior or subsequent to Completion have been shareholders, directors, officers, members, agents or employees of the Prothena Group (in each case, in their respective capacities as such), remises, releases and forever discharges each Elan Group Company and their respective Affiliates, successors and assigns, and all Persons that at any time prior to Completion have been shareholders, directors, officers, members, agents or employees of Elan or any other Elan Group Company (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, under any Applicable Law and in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred, or to have failed to occur, at or before Completion or any conditions existing or alleged to have existed at or before Completion, including in connection with the transactions and all other activities to implement the Demerger.

8.2.

Except as provided in clause 8.3, effective upon Completion, Elan hereby, for itself and each Elan Group Company, and their respective Affiliates, predecessors, successors and assigns, and, to the extent Elan legally may, all Persons that at any time prior or subsequent to Completion have been shareholders, directors, officers, members, agents or employees of the Elan Group (in each case, in their respective capacities as such), remises, releases and forever discharges each Prothena Group Company and their respective Affiliates, successors and assigns, and all Persons that at any time prior to Completion have been shareholders, directors, officers, members, agents or employees of Prothena or any other Prothena Group Company (in each case, in their respective capacities as such), and their respective heirs, executors, administrators, successors and assigns, from any and all Liabilities whatsoever, under any Applicable Law and in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred, or to have failed to occur, at or before Completion or any conditions existing or alleged to have existed at or before Completion, including in connection with the transactions and all other activities to implement the Demerger.

8.3.

Nothing contained in clauses 8.1 or 8.2 will limit or otherwise affect any Party’s rights or obligations pursuant to or contemplated by any Transaction Agreement, in each case in accordance with its terms, including without limitation (i) the obligation of Prothena to assume and satisfy the Prothena Business Liabilities; (ii) the obligation of Elan to assume and satisfy the Elan Business Liabilities; (iii) the obligations of Elan and Prothena to perform their obligations and indemnify each other under the Transaction Agreements including pursuant to clause 7, Schedule 2 and Schedule 3 hereto; and (iv) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this clause 8; provided that the Parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this clause 8.3 but for the provisions of this sub-clause (iv).

8.4.

Prothena will not, and will cause each other Prothena Group Company not to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Elan or any Elan Group Company, or any other Person released pursuant to clause 8.1, with respect to any Liabilities released pursuant to clause 8.1.

8.5.

Elan will not, and will cause each other Elan Group Company not to, make any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against Prothena or any Prothena Group Company, or any other Person released pursuant to clause 8.2, with respect to any Liabilities released pursuant to clause 8.2.

9.	RELEASE OF GUARANTEES

9.1.

With the exception of any Elan Group Company Guarantee in relation to the assignment or sublease of the Lease to a Prothena Group Company, Prothena shall (with the reasonable cooperation of Elan) use its commercially reasonable efforts to have any member of the Elan Group removed as a guarantor of, or an obligor with respect to, any Elan Group Company Guarantee. In connection therewith, Prothena undertakes to Elan at any time and from time to time on or after Completion to execute and deliver (or procure the execution and delivery by another Prothena Group Company of) all such instruments of assumption and acknowledgement or take such other action as Elan may reasonably request in order to effect the release and discharge in full of each Elan Group Company from any Elan Group Company Guarantee to which it is a party.

9.2.	For so long as and to the extent that any release from an Elan Group Company Guarantee (other than those referred to at sub-clause 9.1 above) has not been obtained, Prothena shall:

9.2.1.

ensure that no Prothena Group Company shall enter into any further commitment or obligation, other than in respect of existing contractual arrangements or pursuant to Applicable Law, which would increase any Elan Group Company’s actual or contingent liability under any such Elan Group Company Guarantee or any future guarantee of any Elan Group Company;

9.2.2.

use its best endeavours to ensure that no third party or Prothena Group Company shall have recourse to any such Elan Group Company Guarantee; and

9.2.3.

indemnify Elan (for itself and as trustee for each Elan Group Company) on an after-Tax basis from and against any and all Liabilities and Costs arising in respect of any event or circumstance either before, on or after Completion under or by reason of that Elan Group Company Guarantee (whether as a result of any breach by any Prothena Group Company of its obligations to which such Elan Group Company Guarantee relates or otherwise).

9.3.

Elan shall (with the reasonable cooperation of Prothena) use its commercially reasonable efforts to have any member of the Prothena Group removed as a guarantor of, or an obligor with respect, to any Prothena Group Company Guarantee. In connection therewith, Elan undertakes to Prothena at any time and from time to time on or after Completion to execute and deliver (or procure the execution and delivery by another Elan Group Company) of all such instruments of assumption and acknowledgements or take such other action as Prothena may reasonably request in order to effect the release and discharge in full of each member of the Prothena Group from any Prothena Group Company Guarantee to which it is a party.

9.4.	For so long as and to the extent that any release from a Prothena Group Company Guarantee has not been obtained, Elan shall:

9.4.1.

ensure that no Elan Group Company shall enter into any further commitment or obligation, other than in respect of existing contractual arrangements or pursuant to Applicable Law, which would increase any Prothena Group Company’s actual or contingent liability under any such Prothena Group Company Guarantee or any future guarantee of any Prothena Group Company;

9.4.2.

use its reasonable endeavours to ensure that no third party or Elan Group Company shall have recourse to any such Prothena Group Company Guarantee; and

9.4.3.

indemnify Prothena (for itself and as trustee for each Prothena Group Company) on an after-Tax basis from and against any and all Liabilities and Costs arising in respect of any event or circumstance either before, on or after Completion under or by reason of that Prothena Group Company Guarantee (whether as a result of any breach by any Elan Group Company of its obligations to which such Prothena Group Company Guarantee relates or otherwise).

9.5.	The provisions of Schedule 3 (Provisions Relating to Claims under the Mutual Indemnities) shall apply in relation to the making of any claim under any of the indemnities given under this clause 9.

10.	CONTRACTUAL ARRANGEMENTS

10.1.

With the exception of any Elan Group Company Guarantee in relation to the assignment or sublease of the Lease to a Prothena Group Company, if there are any agreements or contractual arrangements with third parties which had been entered into by any Elan Group Company in relation to matters exclusively affecting the Prothena Business or the business of any Prothena Group Company, or by any Prothena Group Company in relation to matters exclusively affecting the Elan Business or the business of any Elan Group Company, in each case, which are wholly or partly unperformed (with the exception of any Elan Group Company Guarantee in relation to the assignment or sublease of the Lease to a Prothena Group Company) (any such agreement, an Outstanding Agreement ), Elan and Prothena shall co-operate and use their best efforts to procure, prior to Completion or, in any event, as promptly as possible after Completion, the entry into of novation agreements or assignments on terms to be agreed with the relevant third party, if necessary, in relation to each of the Outstanding Agreements, and each of Elan and Prothena shall procure that any of its respective Group companies which is party to such Outstanding Agreement, will join in the relevant novation agreement or assignment; provided, however, that (i) in connection with the foregoing, all agreements required to be executed solely between Elan and Prothena shall be executed prior to Completion, and, to the extent possible, all agreements required to be executed between and among Elan, Prothena and one or more third parties shall be executed prior to Completion, and (ii) except to the extent expressly provided in any of the Transaction Agreements or as otherwise agreed between Elan and Prothena, neither Elan nor Prothena shall be obligated to (a) contribute a material amount of capital or pay any material consideration in any form (including providing any letter of credit, guarantee or other financial accommodation) to any Person in order to obtain or make such novation or assignment, or (b) incur any material obligation or grant any material concession for the benefit of any member of the Other Group; and provided further, however, that, such best efforts:

10.1.1.

on the part of the company transferring the Outstanding Agreement (the Transferring Company ), shall in no event require the Transferring Company to do more than agreeing (acting reasonably) and entering into the novation agreement or assignment contemplated above, procuring that any relevant Group company does likewise and bearing such Transferring Company’s own Costs and the Costs of any Group company in connection with such novation; and

10.1.2.

on the part of the company assuming the Outstanding Agreement (the Receiving Company ), shall in no event require the Receiving Company to do more than paying or performing any accrued liability or obligation which is properly required to be paid or performed as a condition of such novation, agreeing (acting reasonably) and entering into the novation agreement or assignment contemplated above (including giving any new guarantee reasonably required in respect thereof) and procuring that any relevant Group company does likewise and bearing such Receiving Company’s own Costs and the Costs of any Group company and the reasonable Costs of any relevant third party in connection with such novation, assignment and/or guarantee.

10.2.

In relation to each Outstanding Agreement that has not been resolved prior to Completion, pending the entry into of a novation agreement or assignment in respect of such Outstanding Agreement (with the exception of any Elan Group Company Guarantee in relation to the assignment or sublease of the Lease to a Prothena Group Company):

10.2.1.

the Transferring Company shall hold the benefit of such Outstanding Agreement on trust for the Receiving Company absolutely and, in addition, the Transferring Company retaining such Outstanding Agreement shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Outstanding Agreement in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by such Receiving Company, in order to place such Receiving Company in a substantially similar position as if such Outstanding Agreement had been novated, transferred, assigned or assumed as contemplated hereby and so that all the benefits and burdens relating to such Outstanding Agreement, as the case may be, including use, risk of loss, potential for gain, and dominion, control and command over such Outstanding Agreement, as the case may be, and all obligations and Liabilities related thereto, shall inure from and after Completion to such Receiving Company;

10.2.2.

the Transferring Company shall, if so required by the Receiving Company in writing, assign the benefit of the Outstanding Agreement to such Receiving Company insofar as such Transferring Company is permitted to do so pursuant to the Outstanding Agreement or any Third Party Consent required, and, to the extent such Transferring Company is not able so to assign any benefit of any Outstanding Agreement which is a licence of Intellectual Property Rights or know-how under which such Transferring Company is entitled to sub-license to such Receiving Company, such Transferring Company shall, if so required by such Receiving Company in writing, sub-license to such Receiving Company under that Outstanding Agreement to the extent such Transferring Company is able so to do;

10.2.3.

unless and until any assignment or sub-licence pursuant to sub-clause 10.2.2 above has taken place, the Transferring Company shall take such action as the Receiving Company may reasonably require in writing to enforce for the benefit of that company such Outstanding Agreement against the other parties to such Outstanding Agreement or to defend or settle for the benefit of such Receiving Company any action or claim brought or made by any Person entitled to the benefit of such Outstanding Agreement at the cost of the Receiving Party; and

10.2.4.

save as is otherwise specifically provided in this Agreement in relation to Costs, Elan or Prothena as the case may be (being either itself, or the parent of, the Receiving Company) shall pay and indemnify the other (for itself and as trustee for any other Elan Group Company or Prothena Group Company (as applicable)) on an after Tax basis against all claims, demands, actions, Losses, Liabilities and expenses suffered or incurred by the Transferring Company or any Elan Group Company or Prothena Group Company (as applicable) in pursuance of this clause or otherwise in relation to such Outstanding Agreement.

10.3.

If there are any agreements or contractual arrangements with third parties which have been entered into by any Elan Group Company or by any Prothena Group Company in relation to matters which affect both the Elan Business and the Prothena Business, or have been entered into by both an Elan Group Company and by a Prothena Group Company each in respect of its respective business (any such agreement or contractual arrangement, a Group Contract ), then Elan and Prothena shall co-operate and use all their best efforts to procure, prior to Completion or, in any event, as promptly as possible after Completion, that such Group Contracts, to the extent reasonable and permitted by Applicable Law and the terms of such Group Contract, (i) are assigned in part to the applicable member(s) of the applicable Group, if so assignable, or are appropriately amended so that each Party or the members of the respective Groups shall be entitled to the rights and benefits of such Group Contract from and after Completion, and shall assume the related portion of any Liabilities from and after Completion, inuring to their respective businesses, in each case, so that such Group Contract represents, as a legal and economic matter, new separate contracts between each of the Elan Group and Prothena Group, on the one hand, and the applicable third party, on the other hand, from and after Completion; or (ii) are terminated as soon as possible and replaced by such separate agreements or contractual arrangements as may be considered necessary or appropriate between such third parties, on the one hand, and the relevant Elan Group Company and Prothena Group Company, on the other hand; provided, that the benefits and burdens of each Group Contract from and after Completion shall be allocated between the Elan Group and Prothena Group pursuant to the terms of this Agreement; provided, however, that, (a) except to the extent expressly provided in any of the Transaction Agreements or as otherwise agreed between Elan and Prothena, neither Elan nor Prothena shall be obligated to contribute a material amount of capital or pay any material consideration in any form (including providing any letter of credit, guarantee or other financial accommodation) to any Person in order to obtain or make such termination and replacement or assignment, or (b) to incur any material obligation or grant any material concession for the benefit of any member of the Other Group; and provided further, however, that, if such assignment or execution of separate contracts is not consummated, Elan and Prothena shall procure, to the maximum extent permitted by Applicable Law and the terms of such Group Contract:

10.3.1.

that appropriate sharing arrangements are entered into between the relevant Elan Group Company and the relevant Prothena Group Company in relation to such agreements or contractual arrangements so as to cause a member of the Elan Group or the Prothena Group, as the case may be, to receive the rights and benefits from and after Completion of that portion of each Group Contract that relates to the Prothena Business or the businesses retained by Elan, as the case may be (in each case, to the extent so related), as if such Group Contract had been assigned as of Completion to a member of the applicable Group pursuant to this clause 10.3, and to bear the burden of the corresponding Liabilities (including any Liabilities that may arise by reason of such arrangement), as if such Liabilities had been assumed by a member of the applicable Group as of Completion pursuant to this clause 10.3 (for the avoidance of doubt, the relevant Elan Group Company and Prothena Group Company shall treat the applicable Group Contract for all purposes as if such Group Contract were two separate contracts); or

10.3.2.

that, if both an Elan Group Company and a Prothena Group Company are already customers under such Group Contract, the supplier under the relevant Group Contract has agreed to treat such Group Contract as if it were two separate agreements until expiry, one with each customer.

10.4.

Notwithstanding anything herein to the contrary, with respect to each Outstanding Agreement and Group Contract, each of Elan and Prothena shall cause its respective Affiliates to treat for all Tax purposes the portion of the benefits and burdens of each Outstanding Agreement and Group Contract inuring to its respective business pursuant to the terms of this Agreement as owned by, and/or Liabilities of, such Party not later than Completion, and shall neither report nor take any Tax position (on a Tax return or otherwise) inconsistent with such treatment, unless required by Applicable Law.

10.5.

Save as is otherwise specifically provided in this Agreement in relation to Costs, each of Elan and Prothena (as the case may

be) shall pay to and indemnify the other (for itself and as trustee for any other Elan Group Company or Prothena Group Company (as applicable)) on an after Tax basis against all claims, demands, actions, Losses, Costs and Liabilities which that other or any Prothena Group Company or Elan Group Company (as the case may be) suffers or incurs in relation to those agreements or contractual arrangements referred to in this clause 10.5 which properly relate to the business of the other or any other Prothena Group Company or Elan Group Company (as the case may be) including, without limitation, those Group Contracts under which both an Elan Group Company and a Prothena Group Company are a customer in circumstances where the relevant supplier seeks to impose Liability on one customer for the goods and/or services supplied by such supplier to, or the default of the other customer under, such Group Contract. Pending the replacement of any such agreements or contractual arrangements by separate agreements or contractual arrangements, the relevant Elan Group Company or Prothena Group Company (as the case may be) shall hold the benefit of such agreements or contractual arrangements on trust for itself (and any other Elan Group Company or any other Prothena Group Company as the case may be) and (except to the extent that such benefit comprises a licence of any Intellectual Property Rights or know-how) for the other (and any other Prothena Group Company or any other Elan Group Company as the case may be) in each case to the relevant extent. The provisions of Schedule 3 (Provisions Relating to Claims under the Mutual Indemnities) shall apply in relation to the making of any claim under any of the indemnities given under this clause 10.5.

11.

TAX

11.1.

The Parties agree that, any claim or potential claim in respect of any Liability relating to Tax shall be determined and calculated solely in accordance with the Tax Matters Agreement.

11.2.

The Parties agree that Elan will, with such assistance from Prothena as Elan may reasonably require, be responsible for claiming relief from stamp duty under section 80 of the Stamp Duties Consolidation Act, 1999 in respect of the transfer of the Transfer Shares.

11.3.

Each of Elan and Prothena will use all reasonable endeavours to make and enforce such arrangements as will enable the conditions for relief from stamp duty under section 80 of the Stamp Duties Consolidation Act, 1999 in respect of the transfer of the Transfer Shares to be fulfilled.

11.4.

For U.S. federal income Tax purposes, this Agreement shall constitute a “plan of reorganization” (as such term is defined in U.S. Treasury Regulation Section 1.368-2(g)) for the Prothena Transfer and the Allotment.

12.	DEALINGS BETWEEN GROUPS

12.1.

Access to books and records and facilities

12.1.1.

Except in the case of an adversarial Action or threatened adversarial Action related to a request hereunder by any member of either the Elan Group or the Prothena Group against any member of the Other Group (which shall be governed by such discovery rules as may be applicable thereto), Each Party (the Providing Party ) shall for a period of 8 years from the date hereof (i) give to the other (the Requesting Party ) reasonable access during normal business hours (unless otherwise agreed) to, and the right to copy, records and books in hard copy form or (ii) otherwise provide Information, as soon as reasonably practicable after written request, that the Requesting Party reasonably requests, in each case, belonging to, or under the control of, the Providing Party or any of its subsidiaries and the right to question employees of the Providing Party:

(1)

for the purpose of complying with any Applicable Law, Judgement, request of a Governmental Authority, reporting, filing, audit, or litigation obligation, or with its Tax related obligations; or

(2)

to the extent that the Requesting Party has a reasonable requirement for such access or questioning and the Providing Party gives its consent to such access or questioning, such consent not to be unreasonably withheld or delayed,

except to the extent such access is restricted by law or the terms of any agreement or is confidential or subject to a claim for legal professional privilege. The Requesting Party shall use any Information received pursuant to this clause 12.1.1 solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in clauses 12.1.1(1) and 12.1.1(2) and shall otherwise take reasonable steps to protect such Information. Nothing in this clause 12.1.1 shall be construed as obligating a Party to create Information not already in its possession or control.

12.2.

Provision of Financial Information

12.2.1.

Prothena agrees to provide, or procure the provision of, to Elan (or any Elan Group Company), to the extent necessary, such financial Information as Elan (or any Elan Group Company) may reasonably require and within such timescales as Elan (or any Elan Group Company) may reasonably request in order to prepare its monthly management accounts and its full year audited consolidated accounts for the year ending 31 December 2012. In particular, without limitation to the foregoing, Prothena shall, in accordance with a timetable for the provision of such Information which shall be no more onerous than that previously adopted by Elan (or any Elan Group Company) for prior financial periods, provide or procure the provision to Elan (or any Elan Group Company) of, for the Prothena Business and individually for each relevant Prothena Group Company, the same type of accounting Information, and to the same level of detail and in the same format and manner, as the Prothena Business or the relevant Prothena Group Company has provided to Elan (or any Elan Group Company) prior to the date hereof. Subject as aforesaid, Information shall, if requested by Elan (or any Elan Group Company), be provided in such format as was previously adopted by Elan (or any Elan Group Company). Prothena agrees to provide to Elan (or any Elan Group Company) such additional Information and within such timescale as may be reasonably required by Elan (or any Elan Group Company) in each case subject as provided above.

12.2.2.

Elan agrees to provide, or procure the provision of, to Prothena (or any Prothena Group Company), to the extent necessary, such financial and other Information as Prothena (or any Prothena Group Company) may reasonably require and within such timescales as Prothena (or any Prothena Group Company) may reasonably request in order to prepare its monthly management accounts, and its consolidated accounts for the year ending 31 December 2012. In particular, without limitation to the foregoing, and without prejudice to the Transitional Services Agreement, Elan shall, in accordance with a timetable for the provision of such Information as will enable Prothena to comply with its periodic reporting and disclosure requirements under Applicable Law, provide or procure the provision to Prothena (or any Prothena Group Company) of, for the Prothena Business and individually for each relevant Prothena Group Company, the type of accounting Information, and to the level of detail and in the format and manner, as Prothena reasonably requires to enable such compliance, to the extent such Information is within the possession and Control of Elan or any Elan Group Company rather than held by Prothena or any member of the Prothena Group itself. Such Information shall, if requested by Prothena (or any Prothena Group Company), be provided in such format as was previously adopted by Elan (or any Elan Group Company) in respect of the equivalent Information or such other format as Prothena may reasonably request. Elan agrees to provide to Prothena (or any Prothena Group Company) such additional Information and within such timescale as may be reasonably required by Prothena (or any Prothena Group Company).

12.2.3.

Elan and Prothena agree that they shall consult and co-operate with each other in relation to the finalisation of their respective Group members’ full year audited accounts for the year ending 31 December 2012.

12.2.4.

The Requesting Party shall use any Information received pursuant to this clause 12.2 solely to the extent reasonably necessary to satisfy the applicable obligations or requirements described in this clause 12.2 and shall otherwise take reasonable steps to protect such Information.

12.3.

Information Considerations

12.3.1.

In the event that any Party determines that the exchange of any Information pursuant to clause 12.1.1 is reasonably likely to violate any Applicable Law or binding agreement, or waive or jeopardize any attorney-client privilege, or attorney work product protection, such Party shall not be required to provide access to or furnish such Information to the other Party; provided, however, that the Parties shall take all reasonable measures to permit compliance with clause 12.1.1 in a manner that avoids any such harm or consequence. Elan and Prothena intend that any provision of access to or the furnishing of Information that would otherwise be within the ambit of any legal privilege shall not operate as a waiver of such privilege.

12.3.2.

After Completion, each of Elan and Prothena shall maintain in effect systems and controls reasonably intended to enable the members of the other Group to satisfy their respective known reporting, accounting, disclosure, audit and other obligations.

12.3.3.

Any Information owned by a member of one Group that is provided to a requesting Party pursuant to clause 12.1.1 shall be deemed to remain the property of the providing Party. Except as specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

12.3.4.

To facilitate the possible exchange of Information pursuant to this clause 12 and other provisions of this Agreement from and after Completion, each of the Parties agrees to use all reasonable efforts to retain all Information in accordance with its record and retention policy as in effect immediately prior to Completion or as modified in good faith thereafter.

12.3.5.

No Party shall have any liability to any other Party in the event that any Information exchanged or provided pursuant to this Agreement that is an opinion, estimate or forecast, or that is based on an opinion, estimate or forecast, is found to be inaccurate, in the absence of willful misconduct by the Party providing such Information. No Party shall have any liability to any other Party if any Information is destroyed after all reasonable by such Party to comply with the provisions of clause 12.3.4.

12.4.

Charges

The Requesting Party shall reimburse to the Providing Party such reasonable and documented third party Costs as the Providing Party may incur in relation to the exercise of the rights specified in clause 12.1 and 12.2.

13.	INSURANCE

13.1.

Without prejudice to any entitlement of a Prothena Group Company under existing insurance arrangements in place in respect of the Pre-Demerger Elan Group, Prothena confirms that it will put in place, with effect from Completion (subject to clause 13.3), for the benefit of the Prothena Group, separate arrangements for the insurance required by it and the other Prothena Group Companies, including but not limited to the categories of insurance listed below:

13.1.1.

workers compensation;

13.1.2.

property;

13.1.3.

business interruption;

13.1.4.

travel;

13.1.5.

public liability;

13.1.6.

products liability;

13.1.7.

Clinical Trials;

13.1.8.

directors and officers liability; and

13.1.9.

any other insurance cover deemed prudent by the Prothena Board.

13.2.

The first insurance period in respect of such separate insurance arrangements will be the period from Completion to 31 December 2013.

13.3.

Notwithstanding clause 13.1, all Clinical Trials being conducted by any member of the Pre-Demerger Elan Group, that are ongoing at Completion, shall continue to be covered by the relevant Elan Clinical Trial Insurance Policy which was in place at the commencement of such Clinical Trial, until the conclusion of that Clinical Trial.

14.	CONSENTS

Elan and Prothena shall co-operate and use their best efforts to obtain all Third Party Consents and Governmental Approvals

on or prior to Completion and to ensure that the Costs associated with the acquisition of any such Third Party Consents or Governmental Approvals (including, without limitation, any sums paid or payable to third parties in connection therewith) are minimised to the fullest extent practicable; provided, however, that, (i) in connection with the foregoing, all agreements required to be executed solely between Elan and Prothena shall be executed prior to Completion, and, to the extent possible, all agreements required to be executed between and among Elan, Prothena and one or more third parties shall be executed prior to Completion, and (ii) except to the extent expressly provided in any of the Transaction Agreements or as otherwise agreed between Elan and Prothena, neither Elan nor Prothena shall be obligated to (a) contribute a material amount of capital or pay any material consideration in any form (including providing any letter of credit, guarantee or other financial accommodation) to any Person in order to obtain or make such Consent, or (b) incur any material obligation or grant any material concession for the benefit of any member of the Other Group.

14.1.

Both Parties shall use their best efforts to ensure that the terms upon which any Third Party Consents or Governmental Approvals are given are not breached and that such Third Party Consents or Governmental Approvals are not withdrawn whilst still required.

14.2.

Nothing in any of the Transaction Agreements shall be deemed to require the transfer of any assets (an Outstanding Asset ) or the assumption of any Liabilities (an Outstanding Liability ) which by their terms or operation of Applicable Law cannot be transferred or assumed; provided, however, that the Parties and their respective Subsidiaries shall co-operate and use their best efforts to obtain, prior to Completion and, in any event, as promptly as possible thereafter, any necessary Consents or Governmental Approvals for the transfer of all assets and the assumption of all Liabilities contemplated to be transferred and assumed pursuant to the Transaction Agreements.

14.3.

Other than with respect to Outstanding Agreements, the treatment of which shall solely be subject to clause 10.1 and clause 10.2, in relation to each Outstanding Asset and each Outstanding Liability, pending the assignment or assumption in respect thereof, (i) the Party whose Group retains such Outstanding Asset shall hold the benefit of such Outstanding Asset on trust for the other Party from and after Completion and (ii) the Party whose Group is intended to assume such Outstanding Liability shall pay or reimburse the member of the other Group retaining such Liability (at no net Tax cost to such retaining member) for all amounts paid or incurred in connection with the retention of such Liability to the extent related to such other Party’s business from and after Completion. In addition, the Party whose Group retains such Outstanding Asset or Outstanding Liability shall, insofar as reasonably possible and to the extent permitted by Applicable Law, treat such Outstanding Asset or Outstanding Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to whose Group such Outstanding Asset is to be transferred or by the Party whose Group will assume such Outstanding Liability in order to place such Party, insofar as reasonably possible, in the same position as if such Outstanding Asset or Outstanding Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Outstanding Asset or Outstanding Liability, use, risk of loss, potential for gain, and dominion, control and command over such Outstanding Asset or Outstanding Liability, are to inure from and after Completion to the member or members of the Group entitled to the receipt of such Outstanding Asset or required to assume such Outstanding Liability.

14.4.

Notwithstanding anything herein to the contrary, with respect to each Outstanding Asset and Outstanding Liability, each of Elan and Prothena shall cause its respective Affiliates to treat for all Tax purposes the portion of the benefits and burdens of each Outstanding Asset or Outstanding Liability inuring to its respective business pursuant to the terms of this Agreement as owned by, and/or Liabilities of, such Party not later than Completion, and shall neither report nor take any Tax position (on a Tax return or otherwise) inconsistent with such treatment, unless required by Applicable Law.

15.	EMPLOYEE BENEFITS

15.1.

Healthcare Benefits

The provisions of Schedule 1, Part A (Healthcare Benefits) sets out the separation arrangements proposed in relation to healthcare benefits.

15.2.

Severance Benefits

The provisions of Schedule 1, Part B (Severance Benefits) sets out the separation arrangements proposed in relation to severance benefits.

15.3.

Pension Benefits

The provisions of Schedule 1, Part C of (Pension Benefits) sets out the separation arrangements proposed in relation to the Elan Pension Schemes.

15.4.

Share Plans

The provisions of Schedule 1, Part D (Share Plans) sets out the separation arrangements proposed in relation to the Elan Share Plans.

15.5.

Compensation Arrangements

The provisions of Schedule 1, Part E (Compensation Arrangements) sets out the separation arrangements proposed in relation to compensation arrangements.

16.	TRADE PAYABLES AND ACCRUALS

The Parties agree that the provisions of Schedule 4 shall apply in respect of the Trade Payables and Accruals.

17.	FURTHER ASSURANCE

17.1.

General

17.1.1.

Elan shall use its reasonable endeavours to procure the entering into by the respective parties thereto of such further agreements or documents as shall be necessary to give effect to the Pre-Demerger Restructuring as set out in the Step Plan, if and to the extent that such agreements or documents have not have been entered into prior to the date of this Agreement and are envisaged by the Step Plan as occurring prior to Completion.

17.1.2.

The Parties undertake to co-operate in good faith following Completion to ensure that they and their respective Groups do such acts and things as may reasonably be necessary for the purpose of giving to Elan, Prothena and their respective Groups the full benefit of all relevant provisions of the Transaction Agreements including without limitation by executing and delivering (or procuring the execution or delivery of) all further documents, required by any Applicable Law or otherwise required to vest the full benefit of and register the right, title and interest in, and assisting in obtaining, defending and enforcing, any Intellectual Property Rights transferred pursuant to the Transaction Agreements.

17.1.3.

The Parties shall use all reasonable endeavours following Completion to procure that (and to procure that the members of their respective Groups use all reasonable endeavours to procure that) any necessary third party shall execute such documents and do such acts and things as may reasonably be required for the purpose of giving to Prothena and Elan the full benefit of all relevant provisions of this Agreement.

17.1.4.

Without prejudice to any other provision of this Agreement, except in the case of an adversarial Action or threatened adversarial Action by any Elan Group Company or the Prothena Group against any member of the Other Group, the Parties undertake to use reasonable endeavours following Completion to co-operate, and ensure that their respective Groups co-operate, with each other, and use reasonable endeavours to make available to such other Party the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group (whether as witnesses or otherwise) in relation to the conduct of any threatened or pending Action, inquiries from Governmental Authorities (including any Tax authority), investigations, audits or other Proceedings of a like nature (an Investigation ) where:

(1)

the other Party has reasonably requested such cooperation; and

(2)

co-operating in such manner would not significantly interfere with the business of, or significantly adversely affect any material interest, such Group.

The requesting Party shall bear all Costs and expenses in connection therewith.

17.1.5.

Nothing in this Agreement shall require any Party to act in breach of any provision of the Data Protection Act 1988 (as amended) (the DPA ) and each Party shall only be required to fulfil its obligations under this Agreement to the extent permissible under the DPA. Without prejudice to the foregoing, neither Party shall be required to disclose or make available to the other any Information the disclosure or making available of which would or might, in the reasonable opinion of the disclosing Party, cause the disclosing Party to be in breach of any duty of confidentiality (whether arising at common law or by statute) owed to any Person other than the Party requesting disclosure or any of its subsidiaries.

17.2.

Transaction Agreements

17.2.1.

Prothena shall procure the due performance of the obligations of the members of the Prothena Group under the Transaction Agreements to which they are a party.

17.2.2.

Elan shall procure the due performance of the obligations of the members of the Elan Group under the Transaction Agreements to which they are party.

17.3.

Wrong Pocket

17.3.1.

If within 4 years after Completion, it is found that any property, business or other asset (tangible or intangible and including rights pursuant to any Contracts, arrangements and undertakings), which were either used prior to Completion exclusively in the Prothena Business or any of the interests in the Prothena Group Companies (which shall include any assets required to be transferred pursuant to any asset transfer agreement or similar agreement executed following the date hereof between any Elan Group Company, on the one hand, and any Prothena Group Company, on the other hand, any such agreement an Asset Transfer Agreement ), are in the ownership of any Elan Group Company, and provided that such finding is notified to Elan by Prothena within 4 years after Completion which it shall be obliged to do, Elan shall transfer or assign or procure that any other Elan Group Company shall transfer or assign its interest in such property, business or asset to Prothena or such other Prothena Group Company as Prothena shall nominate, to the extent practicable, for no consideration and, on such issue of ownership coming or being brought to the attention of Elan or the relevant Elan Group Company, then Elan or such Elan Group Company shall immediately procure that the relevant interest in such property, business or asset is preserved and not exploited pending its transfer or assignment to Prothena or another Prothena Group Company, PROVIDED THAT if the relevant property, business or asset was not used prior to Completion exclusively in the Prothena Business but was also used in part in the Elan Business, then the foregoing provisions shall be modified as appropriate so as to transfer and assign only the relevant part of the property, business or asset to the relevant Prothena Group Company by severance or some other appropriate means, to the extent practicable.

17.3.2.

If within 4 years after Completion, it is found that any property, business or other asset (tangible or intangible and including rights pursuant to any Contracts, arrangements and undertakings), which were either used prior to Completion exclusively in the Elan Business or properly should be regarded as part of the Elan Business or any of the interests in the Elan Group Companies (which shall include any assets required to be transferred pursuant to any Asset Transfer Agreement), are in the ownership of any Prothena Group Company, and provided that such finding is notified to Prothena by Elan within 4 years after Completion which it shall be obliged to do, Prothena shall transfer or assign or procure that any other Prothena Group Company shall transfer or assign its interest in such property, business or asset to Elan or such other Elan Group Company as Elan shall nominate, to the extent practicable, for no consideration and, on such issue of ownership coming or being brought to the attention of Prothena or the relevant Prothena Group Company, then Prothena or such Prothena Group Company shall immediately procure that the relevant interest in such property, business or asset is preserved and not exploited pending its transfer or assignment to Elan or another Elan Group Company, PROVIDED THAT if the relevant property, business or asset was not used prior to Completion exclusively in the Elan Business but was also used in part in the Prothena Business, then the foregoing provisions shall be modified as appropriate so as to transfer only the relevant part of the property, business or asset to the relevant Elan Group Company by severance or some other appropriate means, to the extent practicable.

17.3.3.

For U.S. federal income Tax purposes, any transfer, assignment or procurement pursuant to clause 17.3.1 or clause 17.3.2 shall be treated as occurring immediately prior to the Allotment.

18.	NON SOLICITATION

During the term of the Transitional Services Agreement and for 12 months thereafter, Elan shall not, and shall procure that each Elan Group Company shall not, without the prior written consent of Prothena, directly or indirectly, employ, solicit or contact with a view to his/her employment, any Prothena Employee, provided that the foregoing shall not preclude any Elan Group Company from hiring any such Prothena Employee who (a) initiates discussions with the Elan Group Company regarding such employment without any direct or indirect solicitation by the Elan Group Company, (b) has had his or her employment terminated by Prothena or such of its Affiliates prior to commencement of employment discussions between the Elan Group Company and such Prothena Employee or (c) responds to any general solicitation placed by the Elan Group Company (including, without limitation, any recruitment efforts conducted by any recruitment agency, provided that neither the receiving Party nor any of its Affiliates have directed such recruitment efforts at such person).

18.1.

During the term of the Transitional Services Agreement and for 12 months thereafter, Prothena shall not, and shall procure that each Prothena Group Company shall not, without the prior written consent of Elan, directly or indirectly, employ, solicit or contact with a view to his/her employment, any Elan Employee or any Former Elan Employee.

19.	PAYMENTS

19.1.

Payments due to be made under this Agreement shall, if not paid within 30 Business Days of the due date, carry interest at a rate of 2% above EURIBOR for the period from the date falling 30 Business Days after the due date to the date of actual payment

19.2.

Payments due to be made under this Agreement shall be free and clear of all deductions, withholdings, set-offs, or counterclaims whatsoever, except as may be required by law.

20.	CONFIDENTIALITY

20.1.

For the purposes of this clause 20:

20.1.1.

“Confidential Information” means:

(1)

(in relation to the obligations of Elan under this clause 20) any Information received or held by Elan (or any of its Representatives) where such Information relates to the Prothena Group, including any Information provided to the Elan Group pursuant to clause 12;

(2)

(in relation to the obligations of Prothena under this clause 20) any Information received or held by Prothena (or any of its Representatives) where such Information relates to the Elan Group including any Information provided to the Prothena Group pursuant to clause 12; and

(3)

Information relating to the provisions and subject matter of, and negotiations leading to, the Transaction Agreements and any other document referred to herein, and includes not only written Information but Information transferred or obtained orally, visually, electronically or by any other means;

20.1.2.

“Representatives” means, in relation to a Party, its respective Affiliates and the directors, officers, employees, agents, external legal advisers, accountants, consultants and financial advisers of that Party and/or of its respective Affiliates.

20.1.3.

Each Party undertakes to the other that it shall (and shall procure that each of its Representatives shall) maintain Confidential Information in confidence and not disclose that Confidential Information to any Person except as permitted by this clause 20 or with the prior written approval of the other Party.

20.2.

The confidentiality obligation under clause this clause 20 shall not apply if and to the extent that:

20.2.1.

such disclosure is required by any Applicable Law or by any stock exchange or any Governmental Authority (including, for the avoidance of doubt, any Tax authority) having applicable jurisdiction (provided that, in such circumstances, the disclosing Party shall use its reasonable endeavours to first inform the other of its intention to disclose such Information and take into account the reasonable comments of the other Party unless and to the extent prohibited by any Applicable Law) and limit the disclosure of such Confidential Information to the minimum extent required by such Applicable Law;

20.2.2.

the Confidential Information concerned has come into the public domain other than through its fault (or that of its Representatives) or the fault of any Person to whom such Confidential Information has been disclosed in accordance with this clause 20; or

20.2.3.

the disclosure is required for the purpose of any Proceedings arising out of the Transaction Agreements or any other document referred to herein.

20.3.

Each Party undertakes that it (and its Affiliates) may and shall only disclose Confidential Information to its Representatives if it is reasonably required for the purposes of exercising the rights or performing the obligations under the Transaction Agreements or the other documents referred to herein, or in connection with a matter which that Party has demonstrated falls within clauses 20.3, and, in each case, only if the Representatives are informed of the confidential nature of the Confidential Information.

20.4.

Each Party undertakes not to say anything publicly or make any announcement which is likely to be harmful to the other Party’s (including that Party’s Affiliates) business or reputation or which may reasonably lead any Person to cease to deal with the other Party or its Affiliates on substantially the same terms as those previously offered or at all (except as may be required by any Applicable Law).

20.5.

The provisions of this clause 20 shall survive termination and/or Completion.

21.	SIGNS; USE OF COMPANY NAMES

21.1.

As soon as reasonably practicable after Completion but in any event within six months thereafter, Prothena will, at its own expense, remove any and all exterior signs and other identifiers located on any of its assets, property or premises or on the assets property or premises used by any member of the Prothena Group or its Subsidiaries which refer or pertain to the Elan Marks or which include the Elan Marks.

21.2.

As soon as is reasonably practicable after Completion but in any event within six months thereafter, Prothena will, and will cause each member of the Prothena Group and its Subsidiaries to, remove, at their own expense, from all letterhead, envelopes, invoices and other communications media of any kind, the Elan Marks (except that Prothena shall not be required to take any such action with respect to materials in the possession of customers).

22.	DISPUTE RESOLUTION

The resolution of any disputes arising in relation to this Agreement shall be as follows:

22.1.

By referring the matter in dispute to the Separation Committee in the first instance.

22.2.

If after the expiry of 30 Business Days from such referral the matter remains unresolved, then the matter shall be referred to the CEO of each of Elan and Prothena who shall use all reasonable endeavours to resolve the dispute in accordance with the intentions behind this Agreement.

22.3.

If after the expiry of 30 Business Days from the time the matter in dispute was referred to the CEO of each of Elan and Prothena the matter remains unresolved, the Parties shall follow the dispute resolution procedures set out in this clause.

22.3.1.

Any Party may, by a written notice served on the other Party in accordance with clause 24, request non-binding mediation of the dispute or difference. Unless otherwise agreed in writing between the Parties:-

(1)

the mediator shall be nominated by the Centre for Effective Dispute Resolution ( CEDR ) in accordance with the rules of CEDR, and the mediation shall be conducted in accordance with the Model Mediation Procedure published by CEDR, in each case being the relevant rules for the time being and from time to time in force;

(2)

the Costs of the mediator shall be borne and discharged as to 50% by Elan and as to the remaining 50% by Prothena, and the Costs of all experts and any other third parties who, at the request of any Party, shall have been instructed in the mediation, shall be for the sole account of, and shall be discharged by, that Party;

(3)

the mediation shall be conducted in Dublin, Ireland, at a venue agreed upon by the Parties and the mediator or, failing such agreement, at a venue selected by the mediator in his discretion; and

(4)

the mediation shall commence not later than 20 Business Days following a request for mediation being made in accordance with the provisions of this clause 22.3.1.

22.3.2.

In the event that:-

(1)

having been so requested, the mediation does not commence within 20 Business Days of the request for mediation; or

(2)

a binding settlement in writing is not reached within a period of 60 Business Days after the delivery of a written request for mediation;

and, in any such case, the dispute or difference referred to in this clause 22 remains unresolved, the Parties (or the relevant one of them) shall then be entitled to bring Proceedings and the provisions of clause 26 shall apply as regards any such unresolved dispute or difference.

23.	ENTIRE AGREEMENT

23.1.

The Transaction Agreements set out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. It is agreed that:

23.1.1.

neither Party has entered into this Agreement or any other document referred to in this Agreement in reliance upon any statement, representation, warranty or undertaking of the other Party or any of its Connected Persons which is not expressly set out or referred to in this Agreement or such other document;

23.1.2.

neither Party shall have any claim or remedy in respect of misrepresentation (whether negligent or otherwise, and whether made prior to, and/or in, this Agreement) or untrue statement made by the other Party or any of its Connected Persons;

23.1.3.

save as expressly set out in this Agreement or in any other agreement or document referred to in this Agreement, neither Party shall owe any duty of care, nor have any Liability in tort or otherwise, to the other Party; and

23.1.4.

this clause shall not exclude any Liability for, or remedy in respect of, fraudulent misrepresentation by a Party or any of its Connected Persons.

23.2.

The agreements and undertakings in this clause 23 are given by each Party on its own behalf and as agent for each of its Connected Persons. Each Party acknowledges that the other Party gives such agreements and undertakings as such agent with the full knowledge and authority of each of its respective Connected Persons. In this clause 23, “Connected Person” means, in each case, to the extent that they are involved on behalf of a Party, (i) a Party’s officers, employees, group undertakings, agents and advisers, (ii) officers, employees, agents and advisers of a Party’s group undertaking; and (iii) officers, employees and partners of any such agent or adviser or of any group undertaking of such an agent or adviser.

24.	NOTICES

24.1.

Any notice or other communication to be given by one Party to the other under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the Party giving it. It shall be served by sending it by fax to the number set out in clause 24.2 or delivering it by hand, or sending it by pre-paid recorded delivery, or registered post, to the address set out in clause 24.2 and in each case marked for the attention of the relevant Party set out in clause 24.2 (or as otherwise notified from time to time in accordance with the provisions of this clause 24. Any notice so served by hand, fax or post shall be deemed to have been duly given:

24.1.1.

in the case of delivery by hand, when delivered;

24.1.2.

in the case of fax, at the time of transmission; and

24.1.3.

in the case of prepaid recorded delivery, or registered post, at 10.00 am. on the second Business Day following the date of posting,

PROVIDED THAT in each case where delivery by hand or by fax occurs after 6.00 p.m. on a Business Day or on a day which is not a Business Day, service shall be deemed to occur at 9.00 a.m. on the next following Business Day.

24.2.

The addresses and fax numbers of the Parties for the purpose of clause 24.1 are as follows:

(1)

Elan:

Elan Corporation plc

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

Tel.: +353 1 709 4000

Fax: +353 1 709 4713

Attention: William F. Daniel, Company Secretary

with a copy to (which shall not constitute notice):

A&L Goodbody

International Financial Services Centre

North Wall Quay

Dublin 1

Tel.: +353 1 649 2000

Fax: +353 1 649 2649

Attention: John Given/Darragh O’Dea

and

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

USA

Tel.: +1 212 504 6000

Fax: + 212 504 6666

Attention: Christopher T. Cox

(2)

Prothena:

Prothena Corporation plc

650 Gateway Boulevard

South San Francisco

CA 94080

U.S.A.

Tel.: +1 650-837-8550

Fax: + 2 650-837-8560

Attention: Dale Schenk, CEO

with a copy to (which shall not constitute notice):

Prothena Corporation plc

25-28 North Wall Quay

Dublin 1

Ireland

Tel.: +353 1 649 2000

Fax: +353 1 649 2649

Attention: John Given

24.3.

A Party may notify the other Party to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this clause 24 provided that such note shall only be effective on:

24.3.1.

the date specified in the notice as the date on which the change is to take place; or

24.3.2.

if no date is specified or the date specified is less than 5 Business Days after the date on which notice is given, the date falling 5 Business Days after notice of any change has been given.

25.	ANNOUNCEMENTS

Prior to Completion, the Parties shall consult together as to the terms of, the timetable for, and manner of publication of, any announcement to shareholders, option holders, employees, customers and suppliers or to a Regulatory Information Service or any other authorities or to the media or otherwise which either may desire or be obliged to make regarding this Agreement or the consummation of the Demerger.

26.	GOVERNING LAW AND JURISDICTION

26.1.

This Agreement is governed by and shall be construed in accordance with the laws of Ireland.

26.2.

The courts of Ireland are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or in connection with this Agreement. Any proceeding, suit or action arising out of or in connection with this Agreement or the negotiation, existence, validity or enforceability of this Agreement ( Proceedings ) shall be brought only in the courts of Ireland.

26.3.

Each Party waives (and agrees not to raise) any objection, on the ground of forum non conveniens or on any other ground, to the taking of Proceedings in the courts of Ireland. Each Party also agrees that a Judgment against it in Proceedings brought in shall be conclusive and binding upon it and may be enforced in any other jurisdiction.

26.4.

Each Party irrevocably submits and agrees to submit to the jurisdiction of the courts of Ireland.

27.	MISCELLANEOUS

27.1.

Assignment

Save as expressly set out herein, neither of the Parties may assign any of its rights or obligations under this Agreement in whole or in part without the prior written approval of the other.

27.2.

No waiver

No waiver by a Party of a failure or failures by the other Party to perform any provision of this Agreement shall operate or be construed as a waiver in respect of any other or further failure whether of a like or different character.

27.3.

Amendment

Except where specifically provided, this Agreement may be amended only by an instrument in writing signed by duly authorised representatives of each of the Parties.

27.4.

No partnership or agency

Nothing in this Agreement (or in any of the arrangements contemplated hereby) shall be deemed to constitute a partnership between the Parties or any of them, nor constitute any Party the agent of any other Party for any purpose.

27.5.

Severability

All the terms and provisions of this Agreement are distinct and severable, and if any term or provision is held or declared to be unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it will, to that extent only, be deemed not to form part of this Agreement, and the enforceability, legality and validity of the remainder of this Agreement will not in any event be affected. The Parties shall then use all reasonable endeavours to agree to replace the unenforceable, illegal or void term or provision with a term or provision which is legal and enforceable and which has an effect that is as near as possible to the intended effect of the term or provision to be replaced.

27.6.

Survival

This Agreement (other than any obligations which have already been fully performed) remains in full force and effect following Completion.

27.7.

Remedies Cumulative

The provisions of this Agreement and the rights and remedies of the Parties are independent, cumulative and are without prejudice and in addition to any other rights or remedies which a Party may have whether arising under common law, equity, statute, custom or otherwise. The exercise by a Party of any one right or remedy under this Agreement, under statute, at law or in equity will not (unless expressly provided in this Agreement, under statute, at law or in equity) operate so as to hinder or prevent the exercise by that Party of any other right or remedy.

27.8.

Costs

Unless otherwise set forth in the Transaction Agreements, each Party to this Agreement will pay its own Costs and expenses of and incidental to the Transaction Agreements and the Demerger.

27.9.

Termination

27.9.1.

Notwithstanding any other provision of this Agreement, Elan may in its absolute discretion by notice in writing to Prothena at any time prior to Completion, terminate this Agreement whereupon no Party shall have any claim against any other Party hereto for compensation, Costs, damages or otherwise and this Agreement shall be of no further force or effect

27.9.2.

No Party hereto shall be entitled to rescind or terminate any part of this Agreement after Completion for any reason whatsoever and the rights and obligations of the Parties hereunder shall continue notwithstanding Completion.

27.10.

Counterparts

This Agreement may be entered into by any number of counterparts and by the Parties to it on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same instrument.

27.11.

Business Opportunities

Neither Prothena nor Elan nor their respective Affiliates have any duty to refrain from engaging in similar activities or lines of business, or doing business with suppliers or customers of the other Party, and neither Party will have any duty to communicate or offer any business opportunities to the other.

Schedule 1

EMPLOYEE BENEFITS

Part A

HEALTHCARE BENEFITS

The Prothena Employees have been eligible to participate in the employee welfare plan operated by Elan, which is intended to qualify as an accident and health plan under Sections 105 and 106 of the IRC and as a plan providing group-term life insurance coverage for a death benefit, as described in Sections 79 and 101 of the IRC (the Elan Welfare Plan ). For one year following Completion, Prothena will endeavour to maintain a welfare plan substantially similar to the Elan Welfare Plan, which may include:

1.1.	medical benefits, dental benefits and vision benefits, the cost of which shall be shared by Prothena and participating employees, with the employee portion payable under a “cafeteria”-style arrangement, as described in Section 125 of the IRC;

1.2.	basic life insurance benefits, accidental death and dismemberment (AD&D) benefits, short-term disability benefits, long-term disability benefits, employee assistance programme (EAP) benefits and business travel accident benefits, the cost of which shall be paid by Prothena;

1.3.	additional life insurance benefits and dependent life insurance benefits, the cost of which shall be paid by participating employees;

1.4.	a health flexible spending account and a dependent care flexible spending account to be funded by participating employee contributions under a “cafeteria”-style arrangement, as described in Section 125 of the IRC; and

1.5.	a transportation spending account to be funded by participating employee contributions, as described in Section 132(f) of the IRC.

Certain benefits provided to the Prothena Employees under the Elan Welfare Plan are insured. For one year following Completion, Prothena will endeavour to offer the following insured benefits for its eligible employees: medical benefits, dental benefits, vision benefits, basic life insurance benefits, additional life insurance benefits, dependent life insurance benefits, AD&D benefits, short-term disability benefits, long-term disability benefits, EAP benefits and business travel accident benefits.

Schedule 1

Part B

SEVERANCE BENEFITS

Prothena Employees have been eligible to participate in the Elan Severance Plan, which provides severance benefits upon certain involuntary terminations prior to a change in control of Elan and enhanced severance benefits upon an involuntary termination upon, or within two years following, a change in control of Elan. The level of severance benefits for which a participant is eligible depends on the participant’s band level and years of service. Prothena Employees will not receive severance benefits in connection with the Demerger. For the avoidance of doubt, Completion will not be deemed a change in control of Elan.

2.	Following Completion and through calendar year 2013, in the event of an involuntary termination, it is envisaged that Prothena Employees will receive severance pay and benefits substantially equivalent in the aggregate to what they would have received under the Elan Severance Plan.

3.	From 2014, it is expected that the Prothena severance plan will be conformed to market practice for publicly traded biotechnology companies of a similar size.

Following Completion, Elan shall have no liability or obligation for the severance of Prothena Employees, nor for any difference with what a Prothena employee (or former Prothena employee) would have received under the Elan Severance Plan. Prothena hereby indemnifies Elan against all claims from Prothena Employees or former Prothena Employees who have received, will receive, or claim they are due to receive, severance packages from Prothena.

Schedule 1

Part C

PENSION BENEFITS

1.	401(k) Savings Plan

1.1.

Prothena Employees have been eligible to participate in the Elan Pharmaceuticals 401(k) Savings (the Elan 401(k) Plan ), a Tax-qualified retirement plan under IRC Sections 401(a) and 401(k). Following Completion, Prothena will maintain a defined contribution plan with an elective deferral feature and provide a discretionary matching contribution to eligible employees who contribute to the plan (the Prothena 401(k) Plan ).

1.2.

Following Completion, if the Prothena Employees’ account balances in the Elan 401(k) Plan are not transferred from the Elan 401(k) Plan into corresponding accounts under the Prothena 401(k) Plan in a plan-to-plan transfer, Prothena Employees may “roll over” their accounts from the Elan 401(k) Plan into accounts under the Prothena 401(k) Plan

2.	Deferred Compensation Plan

Certain executive level Prothena Employees have been eligible to participate in the Elan Pharmaceuticals Deferred Compensation Plan (the “DCP”), a non-qualified account balance Tax deferral plan. Relevant Prothena Employees will receive distributions of their accounts in accordance with the terms of the DCP. It is expected that Prothena will not maintain a deferred compensation plan for its executives.

3.	Prothena Employees

From Completion, Elan will have no obligations to Prothena Employees with respect to Prothena’s pension arrangements. Prothena hereby indemnifies Elan against all claims from Prothena Employees or former Prothena Employees with respect to Prothena’s pension arrangements.

Schedule 1

Part D

SHARE PLANS

1.	Effect of Completion on Outstanding Equity Awards

Certain Prothena Employees hold stock options to purchase Elan ordinary shares or Elan ADSs and restricted stock units ( RSUs ) representing a right to receive Elan ordinary shares or Elan ADSs upon settlement. With respect to Elan options and RSUs held by a majority of Prothena Employees, effective as of Completion:

•

unvested Elan options and RSUs that would otherwise have vested within twelve months following the effective date of Completion will vest immediately upon Completion, with the RSUs (which by their terms are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms;

•

other unvested Elan options and RSUs will be forfeited; and

•

all vested Elan options (including options the vesting of which were accelerated as described above) will be required to be exercised for Elan ordinary shares or Elan ADSs within twelve months of the effective date of Completion, or will be forfeited.

However, for Prothena Employees who are age 55 or over with at least five years of service, unvested Elan options and RSUs will become fully vested and exercisable upon Completion, with the RSUs (which, by their terms, are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms and Elan options being exercisable for one year following Completion. Similarly, unvested Elan options and RSUs held by certain Prothena Employees who were executive level employees of Elan in April 2007, will become fully vested and exercisable upon Completion, with Elan options being exercisable for two years following Completion, and with the RSUs (which, by their terms, are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms.

2.	Long Term Incentive Plan

The Elan Share Plans include the Elan 2006 Long Term Incentive Plan and the Elan 2012 Long Term Incentive Plan (the Elan LTIPs ). The Elan LTIPs are omnibus plans that provide for the award of stock options, stock appreciation rights, RSUs, performance units, dividend equivalents and other share-based awards to certain service providers of Elan, including employees, consultants and non-employee directors. The Elan LTIPs do not specify vesting or exercisability schedules. Rather, any applicable vesting or exercisability schedule is set forth in the individual award agreement approved by Elan’s Leadership, Development and Compensation Committee.

It is expected that Prothena will adopt a long term incentive plan similar to the Elan LTIPs. The total number of Prothena ordinary shares that will be available for issuance under the Prothena long term incentive plan is expected to be approximately 15% of the outstanding Prothena shares as of Completion and it is expected that initial awards will be in the form of stock options only.

3.	Prothena Employees

From Completion, Elan will have no obligations to Prothena Employees with respect to Prothena’s share incentive plans. Prothena hereby indemnifies Elan against all claims from Prothena Employees or former Prothena Employees with respect to Prothena’s share incentive plans.

4.	Elan options and RSUs

The Leadership Development and Compensation Committee of the Elan Board may make such adjustments as it deems appropriate and in such manner as it may deem equitable to awards made under the Elan Share Plans, in the event that the market value of Elan Shares immediately prior to Completion is higher than the market value of Elan Shares immediately after Completion. Any such adjustments will be applied equally to all outstanding Elan awards (including, for the avoidance of doubt, options to purchase Elan Shares held by Prothena Employees that have vested or will vest upon Completion) and shall be strictly in accordance with the terms of the applicable Elan Share Plan.

Schedule 1

Part E

COMPENSATION ARRANGEMENTS

1.	Base Salary

1.1.	Accrued base salaries for Prothena Employees at Completion will be settled by Elan directly with the Prothena Employees on the Payment Date.

1.2.	From Completion, base salaries for Prothena Employees will be conformed to market practice for publicly traded biotechnology companies of a similar size.

2.	Annual Incentive Compensation

2.1.

Elan maintains an annual incentive plan for its employees. At the beginning of each year, the LDCC sets a maximum pool, target and maximum awards, and objective performance goals, while Elan’s Chief Executive Officer sets objective department goals and department managers set individual performance goals. After the end of the year, the LDCC reviews the results and establishes the actual overall bonus pool, not in excess of the maximum. Individuals receive varying awards based on their individual performance and target awards (and LDCC discretion).

2.2.	Following Completion, Prothena will establish a similar plan with goals based upon its business plan and individual responsibilities for Prothena Employees.

2.3.

For calendar year 2012, Elan will determine the bonus pool for Prothena Employees, and if Completion occurs prior to Elan’s bonus payout date in 2013, Elan will contribute an equivalent cash amount to Prothena to pay bonuses to Prothena Employees, on the Payment Date (subject to clause 1.2 of Schedule 4, Part 1) ( Elan’s Bonus Contribution Amount ).

3.	Prothena Employees

3.1.	From Completion, except in relation to Elan’s commitments under clauses 1.1 and 2.3 of this Schedule 1, Part D, Elan shall have no obligations to Prothena or the Prothena Employees with respect to the Prothena compensation arrangements.

3.2.	Prothena hereby indemnifies Elan against all claims from Prothena Employees or former Prothena Employees with respect to Prothena’s compensation obligations (except in relation to Elan’s obligations to Prothena in under clauses 1.1 and 2.3 above).

Schedule 2

Mutual Indemnities

1.	Elan Business Liabilities

For the purposes of this Schedule 2 (Mutual Indemnities) the following are “Elan Business Liabilities”;

Any and all Liabilities arising out of, relating to or associated with the Elan Business which are not Prothena Business Liabilities.

2.	Prothena Business Liabilities

For the purposes of this Schedule 2 (Mutual Indemnities) the following are “Prothena Business Liabilities”;

Any and all Liabilities (i) arising out of, relating to or associated with the Prothena Business whether or not in the ordinary course of business, in each case whether matured or unmatured, liquidated or unliquidated, fixed, known or unknown, and whether arising out of circumstances existing prior to, on, subject to or following Completion and regardless of where or against whom such obligations, Liabilities and expenses are asserted or determined or whether asserted or determined prior to, on or subsequent to Completion but excluding any obligation, claim, liability or expense which has been met, settled or paid on or before Completion, (ii) any and all Liabilities to the extent arising out of or relating to any business conducted by any member of the Prothena Group at any time after Completion, (iii) any and all Liabilities that are expressly listed, scheduled or otherwise clearly described in any Transaction Agreement as Liabilities to be assumed by Prothena or any member of the Prothena Group; and (iv) all obligations of the Prothena Group under or pursuant to any Transaction Agreement or any other instrument entered into in connection herewith or therewith.

Elan hereby covenants and undertakes to indemnify and keep indemnified each Prothena Group Company, each of their respective current, former and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (the Prothena Indemnitees ) on an after Tax basis from and against any and all Liabilities suffered by the Prothena Indemnitees, relating to, arising out of, or resulting from, directly or indirectly, any of the following (without duplication):

3.1.

the Elan Business Liabilities;

3.2.

the Elan Business;

3.3.

any breach by Elan or any Elan Group Company of any provision of any Transaction Agreement unless such Transaction Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder;

3.4.

with respect to statements or omissions made or occurring after Completion, any misstatement or alleged misstatement of a material fact contained in any document filed with the SEC by any member of the Prothena Group, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only (A) to the extent caused by any misstatement or omission or alleged misstatement or omission in any Information that is furnished in writing to any member of the Prothena Group by any member of the Elan Group after Completion, (B) if such member of the Elan Group has been informed in writing in advance that such Information will be used in such filing and (C) if the Information used by a member of the Prothena Group in any such filing is not materially different to the Information furnished by a member of the Elan Group; and

3.5.

any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all Information contained in the Form 10 or the Information Statement; provided, however, that the indemnity provided in this clause shall only apply to the extent arising out of any untrue statement or omission or alleged untrue statement or omission contained in any Information furnished in writing to any member of the Prothena Group by any member of the Elan Group expressly for use in such filing.

3.6.

the Proceedings involving the Pre-Demerger Elan Group and the Alzheimer’s Institute of America, that was previously dismissed with prejudice and is currently being appealed by the Alzheimer’s Institute of America.

Prothena hereby covenants and undertakes to indemnify and keep indemnified each Elan Group Company, each of their respective current, former and future directors, officers and employees, and each of the heirs, executors, successors and assigns of any of the foregoing (the Elan Indemnitees ) on an after Tax basis from and against any and all Liabilities suffered by the Elan Indemnitees, relating to, arising out of, or resulting from, directly or indirectly, any of the following (without duplication):

4.1.

the Prothena Business Liabilities;

4.2.

the Prothena Business;

4.3.

any breach by Prothena or any member of the Prothena Group of any provision of any Transaction Agreement unless such Transaction Agreement expressly provides for separate indemnification therein, in which case any such indemnification claims shall be made thereunder;

4.4.

with respect to statements or omissions made or occurring after Completion, any misstatement or alleged misstatement of a material fact contained in any document filed with the SEC by any member of the Elan Group, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only (A) to the extent caused by any misstatement or omission or alleged misstatement or omission in any Information that is furnished in writing to any member of the Elan Group by any member of the Prothena Group after Completion, (B) if such member of the Prothena Group has been informed in writing in advance that such Information will be used in such filing and (C) if the Information used by a member of the Elan Group in any such filing is not materially different to the Information furnished by a member of the Prothena Group; and

4.5.

any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all Information contained in the Form 10 or the Information Statement; provided, however, that the indemnity provided in this clause shall not apply to the extent arising out of any untrue statement or omission or alleged untrue statement or omission contained in any Information furnished in writing to any member of the Prothena Group by any member of the Elan Group expressly for use in such filing.

Schedule 3

Provisions Relating to Claims

Under the Mutual Indemnities

It is agreed between the Parties that if any Party (and any of its subsidiary undertakings and their respective officers and employees) to this Agreement (an Indemnified Party ) shall give notice to another such Party (the Indemnifying Party ) of any claim against the Indemnifying Party under the Mutual Indemnities or any Indemnified Party becomes aware of any claim against it or any other fact, matter or circumstance which, if substantiated, will or might give rise to a claim against the Indemnifying Party under the Mutual Indemnities, then the following provisions of this Schedule 3 shall apply:

The Indemnified Party shall as soon as reasonably practicable give notice and available details thereof to the Indemnifying Party and shall consult with the Indemnifying Party with respect thereto. If any Indemnified Party fails to give notice promptly as required, any claim by the Indemnified Party hereunder shall be reduced to the extent (and only to the extent) that such failure can be shown to have increased the liability of the Indemnifying Party to the Indemnified Party or to any other Person.

2.	Any notice given by an Indemnified Party pursuant to clause 1 shall be in writing and shall specify in reasonable detail:

2.1.

the basis upon which it is considered there is an entitlement to indemnification;

2.2.

the members of the Indemnified Party’s Group considered to have suffered or incurred Losses;

2.3.

the identity of any third parties involved; and

2.4.

insofar as it is reasonably practicable to determine the same (but without prejudice to the final determination of the amount to be indemnified in respect thereof), an estimate of the monetary amount of the Losses which the Indemnified Party reasonably expects to be suffered or incurred by such Indemnified Party or any member of its Group and in respect of which it is considered such Indemnified Party is or will be entitled to indemnification.

3.	Elan and Prothena shall endeavour to agree within 30 Business Days of receipt of a notice pursuant to clause 1:

3.1.

the basis upon which there is or may be an entitlement to indemnification; and

3.2.

to the extent practicable the quantification or the basis of quantification of the indemnification in respect of Losses identified in the notice referred to in clauses 1 and 2,

and if they cannot so agree any entitlement to indemnification shall be determined pursuant to clause 26.

Notwithstanding the provisions of this Schedule 3, the Indemnified Party shall provide and shall procure that each of its subsidiary undertakings shall provide to the Indemnifying Party and its professional advisers and agents reasonable access to premises and personnel and to any relevant documents and records within its possession or Control (with the right to copy the same at the Indemnifying Party’s own expense) save for any documents or records which are the subject of legal or professional privilege for the purpose of investigating such claim or potential claim or enabling the Indemnifying Party to remedy or avert such breach or matter or to avoid, dispute, resist, appeal, compromise, defend, mitigate or determine the amount of any such claim subject to the Indemnifying Party procuring that it and its professional advisers and agents keep such Information confidential (save for the purposes of, and to the extent necessary for, defending or contesting the matter which is the subject of the relevant indemnity claim).

The Indemnified Party shall and shall procure that each of its subsidiary undertakings shall take such action as the Indemnifying Party may reasonably request to allow the Indemnifying Party the opportunity to remedy or avert such breach or matter or to avoid, dispute, resist, appeal, compromise, defend or mitigate any claim which would or might give rise to a claim against the Indemnifying Party under the relevant Mutual Indemnities or any matter which would or might give rise to such a claim or matter and shall, in connection with any Proceedings related to any such claim or matter, use

professional advisers nominated by the Indemnifying Party in relation thereto or, if the Indemnifying Party so requests, allow the Indemnifying Party the exclusive conduct thereof, in each case on the basis that the Indemnified Party shall be fully indemnified by the Indemnifying Party on an after Tax basis for all Liabilities, obligations and Costs reasonably incurred as a result of any such request by the Indemnifying Party and on the basis that the Indemnifying Party shall keep the Indemnified Party reasonably informed on matters relating to the Proceedings.

The Indemnified Party shall not and shall procure that none of its subsidiary undertakings shall make an admission of liability, agreement, compromise or settle any claim or matter which would or might give rise to a claim against the Indemnifying Party under the Mutual Indemnities without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld.

Elan and Prothena may enter into agreements or other arrangements providing for the set-off of payments due to be made by way of indemnification by both Elan and Prothena. The obligations of either Party in respect of any particular Losses indemnified under the Mutual Indemnities shall be deemed to have been fully discharged where the amount agreed by the Parties to be payable in respect of such Loss is paid or taken into account in arriving at any net amount payable by or on behalf of one to the other. For the purpose of this clause 7, the amount payable in respect of a Loss under the Mutual Indemnities shall be taken to be agreed if it has been determined in accordance with the provisions of clause 26.

8.	Without prejudice to the provisions of any applicable insurance policies, Elan and Prothena shall each take all reasonable steps to mitigate any Losses of any of the members of their respective Group which might give rise to a claim to be entitled to indemnification under the Mutual Indemnities.

Without prejudice to any recourse which either Party may have against any member of the Other Group (including without limitation any entitlement it may have to be indemnified under the Mutual Indemnities, each of the Parties hereby waives any claim (arising before Completion) which it may have against any employee or former employee who is or was employed by any member of the Other Group or who is or was employed by a body corporate which is not a member of the Other Group but who is or was employed in the conduct of the Elan Business or the Prothena Business (as applicable) arising out of their employment save insofar as such claim relates to allegations of fraud on the part of such employee or former employee and save in the context of a claim by or on behalf of that employee against that Party (or a member of that Party’s Group) or the trustees or managers of a retirement benefits scheme of that Party (or of a member of that Party’s Group).

10.	Limitations on Liability

Except as may expressly be set forth in this Agreement, none of Elan, Prothena, or any other member of either Group shall in any event have any Liability to the Other Group or to any other member of the Other Group, or to any other Indemnified Party, as applicable, under this Agreement (a) to the extent that any such Liability resulted from any wilful violation of Applicable Law or fraud by the Indemnified Party or (b) for any indirect, punitive or consequential, incidental or special damages or lost profits (except to the extent such indirect, punitive or consequential, incidental or special damages or lost profits are awarded and recovered from an Indemnified Party by any third party pursuant to a third party claim). Notwithstanding the foregoing, the provisions of this clause 10 shall not limit an Indemnifying Party’s indemnification obligations with respect to any Liability that any Indemnified Party may have to any third party not affiliated with any member of the Elan Group or the Prothena Group.

10.1.

Tax

Any amount which is to be paid to an Indemnified Party pursuant to the Mutual Indemnities under this Schedule 3 shall be calculated on an after Tax basis.

10.2.

Insured Claims

10.2.1.

This sub-clause 10.2.1 applies notwithstanding any other provisions of this Agreement (but is subject to sub-paragraph 10.2.2 below). It applies where any Indemnified Party or any member of such Indemnified Party’s Group has insurance cover in respect of any Losses it may suffer or incur. Where this is the case, the Mutual Indemnities shall apply only to the extent that the Losses so suffered or incurred exceed, and shall not include, the amount which the relevant Indemnified Party or any member of such Indemnified Party’s Group is entitled to recover from

the relevant insurer or insurers. However, notwithstanding the foregoing provisions of this sub-paragraph 10.2.1, any Losses recovered or recoverable from the relevant insurer or insurers shall count towards the calculation of the amounts referred to in sub-clause 10.2.2.

10.2.2.

Notwithstanding sub-paragraph 10.2.1, if the relevant Indemnified Party or any member of such Indemnified Party’s Group has not actually received from the relevant insurer or insurers, the full amount of its Losses, or such part thereof as is within the limits of the relevant insurances, within 12 months of the Insurance Date, the Mutual Indemnities will extend to cover indemnification in respect of the Losses in question or such part thereof as is within the limits of the relevant insurances. Such extension of the Mutual Indemnities is conditional on that Indemnified Party, at the option of the Indemnifying Party, either (i) diligently undertaking and pursuing Proceedings against the relevant insurer or insurers at the direction (provided it is reasonably given) of the Indemnifying Party and accounting to the Indemnifying Party for the net amount recovered, after deducting reasonable Costs of recovery, or (ii) assigning or causing there to be assigned to the Indemnifying Party all the rights and claims against the relevant insurer or insurers of the Indemnified Party and the members of its Group.

10.2.3.

An insurer that would otherwise be obligated to defend or make payment in response to any claim shall not be relieved of the responsibility with respect thereto or, solely by virtue of the indemnification provisions hereof, have any subrogation rights with respect thereto, it being expressly understood and agreed that no insurer or any other third party shall be entitled to a “windfall” (i.e., a benefit it would not be entitled to receive in the absence of the indemnification provisions of this Agreement) by virtue of the indemnification provisions hereof.

10.2.4.

In this sub-clause 10.2.2, “Insurance Date” means the later of (i) the giving of a claims notice relating to the relevant Losses and (ii) the final calculation of the amount of the relevant Losses or part thereof and (iii) the date of payment to a third Party by an Indemnified Party.

11.	Recovery from Third Parties

11.1.

Without prejudice to the provisions of sub-paragraphs 11.1.2 and 11.1.3, but subject to sub-paragraphs 11.1.4 and 11.1.5 of this clause 11, where an Indemnified Party has, or in the reasonable opinion of the Indemnifying Party may have, any claim against any third party in relation to any matter in respect of which it is or may be entitled to indemnification under the Mutual lndemnities, such Indemnified Party agrees, at the option of the Indemnifying Party, either:

11.1.1.

to assign to the Indemnifying Party the conduct of such claim; or

11.1.2.

(1)

to take all reasonable steps to enforce such claim against such third party; and

(2)

to reimburse to the Indemnifying Party the net amount, after deducting Costs of recovery, recovered from such third party in respect of such claim to the extent that such Indemnifying Party has paid an amount in relation to such indemnity to such Indemnified Party in respect of the matters the subject of such claim.

No Indemnifying Party shall consent to entry of any Judgment or enter into any settlement of any claim or assessment of a third party without the consent of the applicable Indemnified Party; provided, however, that such Indemnified Party shall be required to consent to such entry of Judgment or to such settlement that the Indemnifying Party may recommend if the Judgment or settlement (A) contains no finding or admission of any violation of Applicable Law or any violation of the rights of any Person, (B) involves only monetary relief which the Indemnifying Party has agreed to pay and could not reasonably be expected to have a significant adverse impact (financial or non-financial) on the Indemnified Party, including a significant adverse impact on the rights, obligations, operations, standing or reputation of the Indemnified Party (or any of its Subsidiaries or Affiliates), and (C) includes a full and unconditional release of the Indemnified Party.

11.1.3.

The Costs of the Indemnified Party incurred in enforcing any claim against any third party as is referred to in sub-clause 11.1.1 shall form a part of the entitlement to be indemnified.

11.1.4.

In the event the third party claim is assumed by the Indemnifying Party, the applicable Indemnified Party shall have the right to employ separate counsel and to participate in (but not Control) the defence, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party (A) for any period during which the Indemnifying Party has not assumed the defence of such third party claim (other than during any period in which the Indemnified Party shall have failed to give notice of the third party claim in accordance with Section 1 or (B) to the extent that such engagement of counsel is as a result of a conflict of interest, as reasonably determined by the Indemnified Party acting in good faith.

11.2.

Third Party Claims

11.2.1.

If an Indemnified Party shall receive notice or otherwise learn of the assertion by a Person (including any Governmental Authority) that is not a member of the Elan Group or a member of the Prothena Group of any claim (including environmental claims and demands or requests for investigation or remediation of contamination) or of the commencement by any such Person of any Action with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to this Agreement or any Ancillary Agreement (collectively, a “Third-Party Claim”), such Indemnified Party shall give such Indemnifying Party written notice thereof as soon as promptly practicable, but no later than 30 days after becoming aware of such Third-Party Claim. Any such notice shall describe the Third-Party Claim in reasonable detail and contain any written correspondence received from the third party that relates to the Third-Party Claim. Notwithstanding the foregoing, the failure of any Indemnified Party to give notice as provided in this clause 11.2.1 shall not relieve the related Indemnifying Party of its obligations under Schedule 2 or this Schedule 3, except to the extent that such Indemnifying Party is prejudiced by such failure to give notice.

11.2.2.

With respect to any Third-Party Claim:

(1)

Within 30 days after the receipt of notice from an Indemnified Party in accordance with clause 11.2.1, an Indemnifying Party may notify the Indemnified Party that it elects to conduct and control the defence of such Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, provided that the Indemnifying Party shall agree prior to such assumption to reimburse the Indemnified Party to the extent required under Schedules 2 and 3 for the full amount of any Losses resulting from such Third-Party Claim. In the event the Indemnifying Party elects to assume control of the defence of the Third-Party Claim, the applicable Indemnified Party shall, at its own expense, have the right to employ separate counsel reasonably acceptable to the Indemnifying Party and to monitor (but not control) the defence, compromise, or settlement thereof, and the Indemnifying Party shall provide the Indemnified Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request. If the Indemnifying Party gives the foregoing notice that it elects to conduct and control the defence of such Third-Party Claim, the Indemnifying Party shall have the right, at its sole expense, to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, the conduct and settlement of such Third-Party Claim, and the Indemnified Party shall co-operate with the Indemnifying Party in connection therewith. Notwithstanding the foregoing, the Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party (A) for any period during which the Indemnifying Party has not assumed the defence of such Third-Party Claim (other than during any period in which the Indemnified Party shall have failed to give notice of the Third-Party Claim in accordance with clause 11.2.1) or (B) to the extent that such engagement of counsel is as a result of a conflict of interest between the Parties, as reasonably determined by the Indemnified Party acting in good faith.

(2)

An Indemnifying Party’s assumption of the defence of any Third-Party Claim pursuant to this Section 11.2.2 includes the right to compromise, settle or consent to the entry of any judgment or determination of liability concerning such Third-Party Claim; provided, however, that, in no event shall the Indemnifying Party, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment if the effect thereof is (i) to permit any injunction, declaratory

judgment, other order or other non-monetary relief to be entered, directly or indirectly, against such Indemnified Party, (ii) in the reasonable judgment of such Indemnified Party, have a material adverse financial impact or a material adverse effect upon the on-going operations of such Indemnified Party (taken together with its Subsidiaries) or (iii) that it does not include as an unconditional term thereof, the giving by the Third Party of a release of both the Indemnified Party and the Indemnifying Party (and their respective Subsidiaries) from all further liability concerning such Third-Party Claim.

(3)

Whether or not the Indemnifying Party assumes the defence of a Third-Party Claim, no Indemnified Party shall admit any liability with respect to, or settle, compromise or discharge, such Third-Party Claim without the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

(4)

If the Indemnifying Party shall not have undertaken the conduct and control of the defence of any Third-Party Claim as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to the Indemnified Party to monitor the defence, compromise or settlement of such claim by the Indemnified Party, and the Indemnified Party shall provide the Indemnifying Party and such counsel with such information regarding such Third-Party Claim as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the Indemnifying Party.

(5)

In the event of an Action in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or the Indemnifying Party shall so request, the Parties shall endeavour to substitute the Indemnifying Party for the named defendant, if reasonably practicable. If such substitution or addition cannot be achieved or is not requested, the Action shall be defended as set forth in this Agreement and the Indemnifying Party shall fully indemnify the named defendant against all Losses as set forth herein.

11.2.3.

In the event of payment by or on behalf of any Indemnifying Party to any Indemnified Party in connection with any Third-Party Claim, such Indemnifying Party shall be subrogated to and shall stand in the place of such Indemnified Party as to any events or circumstances in respect of which such Indemnified Party may have any right, defence or claim relating to such Third-Party Claim against any claimant or plaintiff asserting such Third-Party Claim or against any other Person. Such Indemnified Party shall co-operate with such Indemnifying Party in a reasonable manner, and at the cost and expense of such Indemnifying Party, in prosecuting any subrogated right, defence or claim.

12.	Effect of Waiver, Release, Etc.

Any obligation or Liability of an Indemnifying Party in respect of any claim of an Indemnified Party to be entitled to indemnification under this Agreement may in whole or in part be released, compounded or compromised, by time or indulgence given by an Indemnified Party in its absolute discretion without in any way prejudicing or affecting its rights under this Agreement in relation to any other claim or matter or any other rights it may have.

13.	No Liability If Loss Is Otherwise Compensated For

13.1.

The Indemnified Party and those deriving title from the Indemnified Party on or after Completion shall not be entitled to recover damages or otherwise obtain reimbursement or restitution more than once between them in respect of any individual claim under the Mutual lndemnities.

13.2.

The Indemnifying Party shall not be liable for any claim under the Mutual lndemnities to the extent that the subject of the claim has been or is made good or is otherwise compensated for without Cost to the Indemnified Party.

14.	Acts of the Indemnified Party

14.1.

No claim shall lie against the Indemnifying Party under the Mutual lndemnities to the extent that such claim is wholly or partly attributable to:

14.1.1.

any voluntary act, omission, transaction or arrangement carried out by the Indemnified Party or on its behalf or by Persons deriving title from the Indemnified Party on or after Completion; or

14.1.2.

any admission of liability made after the date hereof by the Indemnified Party or on its behalf or by Persons deriving title from the Indemnified Party on or after Completion.

14.2.

The Indemnifying Party shall not be liable for any claims under the Mutual lndemnities which would not have arisen but for any reorganisation or change in ownership of the Indemnified Party’s Group after Completion (other than the Reorganisation) or any changes in the accounting basis on which any of the companies in the Indemnified Party’s Group values its assets or any other change in accounting policy or practice of any member of the Indemnified Party’s Group after Completion.

15.	Allowance, Provision or Reserve in the Accounts

No matter shall be the subject of a claim under the Mutual lndemnities by Elan or Prothena (as the case may be) to the extent that allowance, provision or reserve in respect of such matter shall have been made in the accounts of a company within the Group of the claiming Party as at the date of this Agreement or has been included in calculating creditors or deducted in calculating debtors in the accounts of a company within the Group of the claiming Party and (in the case of creditors or debtors) is identified in the records of the relevant Group or shall have been otherwise taken account of or reflected in the financial Information contained or the Circular, as the case may be.

16.	Future Legislation

Save in the case of any legislation having retrospective effect to a date prior to the date of this Agreement, no liability shall arise in respect of any claim under the Mutual lndemnities if and to the extent that liability occurs or is increased wholly or partly as a result of any legislation not in force at the date of this Agreement.

17.	Loss of Goodwill or Business

No claim shall lie against the Indemnified Party under the Mutual lndemnities to the extent that the subject of the claim relates to the fact that the relevant Group has lost goodwill or possible business.

18.	Cumulative Remedies

The remedies provided in Schedule 2 and this Schedule 3 shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

19.	Survival of Indemnities

The rights and obligations of each of Elan and Prothena and their respective Indemnified Parties under Schedule 2 and this Schedule 3 shall survive the sale or other transfer by any party of any assets or businesses or the assignment by it of any Liabilities.

SCHEDULE 4

Trade Payables and Accruals

Part 1

Completion Trade Payables and Accruals Statement

1.	Completion Trade Payables and Accruals Payment

1.1.	Elan and Prothena shall each be liable for the payment of 50% of the Completion Trade Payables and Accruals as calculated by reference to the Completion Trade Payables and Accruals Statement.

1.2.	Payment:

1.2.1.

Subject to Prothena first paying to Elan 50% of the Completion Trade Payables and Accruals, Elan shall settle the Completion Trade Payables and Accruals, in accordance with this clause 1.1 (the Prothena Accruals Share ).

1.2.2.

Any amounts payable by Prothena to Elan under clause 1.2.1 of this Schedule shall be set off against Elan’s Bonus Contribution Amount in accordance with clause 1.2.3 of this schedule.

1.2.3.

Payment Formula

(1)

If Elan’s Bonus Contribution Amount exceeds the Prothena Accruals Share, Elan shall, on the Payment Date, pay the amount by which Elan’s Bonus Contribution Amount exceeds the Prothena Accruals Share, into a bank account nominated by Prothena; or

(2)

If the Prothena Accruals Share exceeds Elan’s Bonus Contribution Amount, Prothena shall, on the Payment Date, pay the amount by which the Prothena Accruals Share exceeds Elan’s Bonus Contribution Amount, into a bank account nominated by Elan.

1.2.4.

For the purposes of this Schedule, Payment Date means the date which is 10 Business Days after the date on which the Completion Trade Payables and Accruals Statement has been accepted or deemed to be accepted or determined in accordance with clause 2 of this Schedule.

2.	Preparation and Agreement of the Completion Trade Payables and Accruals Statement

2.1.

Preparation of Completion Trade Payables and Accruals Statement: As soon as practicable following Completion, Elan shall arrange for a draft of the Completion Trade Payables and Accruals Statement to be prepared in accordance with the template Trade Payables and Accruals Statement set out in Part 3 of this Schedule and shall submit such draft Completion Trade Payables and Accruals Statement stating the Completion Trade Payables and Accruals to Prothena within 30 Business Days of Completion.

2.2.

General:

2.2.1.

Elan and Prothena each acknowledge that the sole purpose of the Completion Trade Payables and Accruals Statement is to determine the Completion Trade Payables and Accruals.

2.2.2.

Each of Elan and Prothena shall ensure that none of the accounting or other advisers to Elan or Prothena (as the case may be) is remunerated on a basis which depends in any way on the outcome of the Completion Trade Payables and Accruals Statement.

2.3.

Access to Information: Prothena shall give and shall procure that any Prothena Group Company shall give to Elan (and their respective agents and advisors) access to all relevant files and/or working papers in any Prothena Group Company’s possession or control to the extent that they are reasonably necessary for purposes of Elan’s preparation of the Completion Trade Payables and Accruals Statement.

2.4.

Acceptance or Dispute Notice: The draft Completion Trade Payables and Accruals Statement shall be deemed to have been accepted as being accurate by Prothena and shall become the Completion Trade Payables and Accruals Statement for the purposes of this Schedule unless within 10 Business Days following the day on which it is received by Prothena, Prothena delivers to Elan a notice ( Dispute Notice ) to the contrary specifying;

2.4.1.

the item or items disputed;

2.4.2.

the reasons for such dispute; and

2.4.3.

how the Completion Trade Payables and Accruals Statement should be adjusted in the opinion of Prothena.

2.5.

Resolution between Parties: If Prothena and Elan resolve the matters raised in any Dispute Notice within the period of 10 Business Days following receipt by Elan of such Dispute Notice (the Resolution Period ), the draft Completion Trade Payables and Accruals Statement (adjusted, if necessary as agreed by Prothena and Elan) will be deemed to have been accepted by the Parties and shall become the Completion Trade Payables and Accruals Statement for the purposes of this Schedule.

2.6.

Appointment of Independent Accountant: If Elan and Prothena are unable to reach agreement within the Resolution Period, the matter(s) in dispute shall be referred to the decision of an independent chartered accountant (the Independent Accountant ) to be appointed (in default of nomination by agreement between Elan and Prothena within the period of 5 Business Days following the expiry of the Resolution Period), by the President for the time being of the Institute of Chartered Accountants in Ireland or, if such President is unable or unwilling so to act within a period of 10 Business Days from the date on which application in that regard was received by him, by the President for the time being of the Law Society of Ireland, on the written application of Elan or of Prothena (in either case, the President ). If both Elan and Prothena so apply otherwise than on a jointly agreed basis, the application which is first received by the President shall be the one considered by him in making such appointment as aforesaid.

2.7.

Determination by Independent Accountant: The terms of reference and procedures in this clause 2.7 shall apply to a referral to the Independent Accountant (unless otherwise directed by the Independent Accountant):

2.7.1.

Elan’s Accountants and Prothena’s Accountants shall each prepare a written submission within 10 Business Days of the formal appointment of the Independent Accountant on the matters in dispute which, together with the relevant supporting documents, shall be submitted to the Independent Accountant for determination, with copies of such submissions submitted at the same time to each of Elan and Prothena.

2.7.2.

The Independent Accountant may request further information or clarification on any matter which he in his sole discretion decides is relevant from either of Elan’s Accountants or Prothena’s Accountants (such information or clarification to be delivered in the time frame specified by the Independent Accountant).

2.7.3.

Each of Elan and Prothena shall instruct the Independent Accountant to give his determination as soon as possible but in any event, unless otherwise agreed between Elan and Prothena, within 30 Business Days of the formal appointment of the Independent Accountant.

2.7.4.

In giving his determination, the Independent Accountant shall state what adjustments (if any) are necessary to be made for the purposes solely of this Agreement to the draft Completion Trade Payables and Accruals Statement in respect of the matters in dispute between Prothena and Elan and referred to him pursuant to this clause 2.7 (and, for the avoidance of doubt, not any other matters) in order to comply with the requirements of this Agreement and to determine finally the Completion Trade Payables and Accruals Statement. The determination of the Independent Accountant shall, in the absence of manifest error, be final and binding on the Parties.

2.7.5.

The Independent Accountant shall determine the proportion in which the Parties shall bear his costs and the costs of the President. In the absence of a determination as to costs by the Independent Accountant, all such costs shall be apportioned between the Parties equally. Notwithstanding the foregoing, each Party shall at all times be responsible for its own costs of presenting its case to the Independent Accountant.

2.7.6.

The Parties shall give and shall procure each Group shall give to the Independent Accountant access to all relevant files and/or working papers in that Group’s possession or control to the extent that they are reasonably necessary for purposes of the Independent Accountant’s review of the Completion Trade Payables and Accruals Statement and determination of the matters in dispute.

2.7.7.

The Independent Accountant shall act as an expert and not as an arbitrator and neither the Arbitration Act, 2010 nor any earlier or later enactment on arbitration shall apply and, without prejudice to any other rights which they may respectively have under this Agreement, the Parties expressly waive, to the extent permitted by law, any rights of recourse to the courts they may otherwise have to challenge the Independent Accountant’s determination, including any determination under clauses 2.7.4 or 2.7.5 above (save as referred to in those clauses).

Schedule 4

Part 2

Pro Forma Completion Trade Payables and Accruals Statement


A/ C code	SAP-BCS Account	Completion Amount	Amount payable by each of Elan and Prothena
200010	Trade creditors	•	•
210012	Clinical accruals
210030	Accrued trade creditors
210032	Accrued S&P Tax
210034	Maintenance accruals
210036	Accrued legal
210042	Accrued consulting
210044	Accrued professional fees
210048	Tangible asset accruals
210090	Other accruals

IN WITNESS whereof this Agreement has been duly executed as a deed by the Parties to it on the date set out at the beginning of this Agreement.

GIVEN UNDER THE COMMON SEAL

of ELAN CORPORATION, PLC

in the presence of:

/s/ Mary Sheahan

Authorised Person

/s/ Liam Daniel

Authorised Person

GIVEN UNDER THE COMMON SEAL

of PROTHENA CORPORATION PLC

in the presence of:

/s/ Mary Sheahan

Signature of Director

/s/ Liam Daniel

Signature of Director/Secretary

Exhibit 2.2

AMENDED AND RESTATED

INTELLECTUAL PROPERTY LICENSE AND

CONTRIBUTION AGREEMENT

AMONG

NEOTOPE BIOSCIENCES LIMITED

AND

ELAN PHARMA INTERNATIONAL LIMITED

AND

ELAN PHARMACEUTICALS, INC.

Dated as of December , 2012

AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND

CONTRIBUTION AGREEMENT

This AMENDED AND RESTATED INTELLECTUAL PROPERTY LICENSE AND CONTRIBUTION AGREEMENT (the “Agreement”) is made this day of December 2012 (the “Amendment Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).

WHEREAS:

Elan Corporation, plc (“PLC”) and Prothena Corporation plc (“Prothena”) have entered into that Certain Demerger Agreement dated as of November 8, 2012 (the “Demerger Agreement”).

Elan Science One Limited, predecessor in interest to NBL, and EPIL entered into that certain Intellectual Property License and Contribution Agreement dated March 23, 2010 (the “IPLC”).

NBL, an Affiliate of EPIL and EPI as of the Amendment Effective Date, will be wholly owned by Prothena upon the consummation of the transactions contemplated by the Demerger Agreement (the “Demerger”).

The Demerger Agreement contemplates that, prior to the Demerger, the Pre-Demerger Restructuring (as defined in the Demerger Agreement) shall have been consummated, which Pre-Demerger Restructuring is intended to allocate, assign, and transfer to entities that will be owned by Prothena from and after the Demerger (including NBL), assets and liabilities that comprise the Prothena Business (as defined in the Demerger Agreement).

As part of the Pre-Demerger Restructuring, EPI, EPIL and NBL wish to amend and restate pursuant to this Agreement the IPLC, in order to clarify, allocate, assign and transfer to NBL the assets and liabilities relating to the Projects (as defined below) to the extent set forth herein.

NOW IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE I

DEFINITIONS

In this Agreement, the following definitions shall apply:


“A b Field”		Treatment and/or prevention of neurodegenerative conditions in humans associated with beta amyloid deposition, including, without limitation, Alzheimer’s disease and/or Mild Cognitive Impairment using immunological approaches directed at one or more epitopes of A b or any naturally occurring variants thereof, including without limitation, the administration of a peptide immunogen as a vaccine or the administration of an antibody


“Acquired Assets”		Assigned IP, Project Contracts, Project Materials other than Elan Materials, and Project Records that are owned by Elan as of the Effective Date.

“Acquired Liabilities”		Debts, liabilities, losses, guarantees, commitments and obligations relating to or associated with the Acquired Assets.

“Active Immunotherapeutic Approaches”		Direct immunization with a target, or a fragment derived from a target (“Immunogen”), either with adjuvant alone or coupled to a carrier molecule designed to elicit an immune response of humoral or cellular nature in the host. Included are Immunogens in complex with another protein, such as, for example, lipid stabilized Immunogens and protein conjugated Immunogens, as well as multivalent vaccines incorporating multiple Immunogens.

“Affiliate”		A corporation or other entity that controls, is controlled by or is under common control with such corporation or entity. A person or entity shall be regarded as in control of another entity if it owns or controls more than fifty percent (50%) of the voting securities or other ownership interest of the other corporation or entity.

“Ancillary Intellectual Property”		The Intellectual Property licensed by Elan to NBL pursuant to Article III hereof and set forth on Schedule E.

“Assigned Intellectual Property” or “Assigned IP”		Neotope Patent Rights, Project Know-How, Non- A b General Immunotherapy Patent Rights and Neotope Trademark Rights.

“Effective Date”		The effective date of the IPLC.

“ELND2 Materials”		Antibodies 6F10, 5E10, 5D8 and 8G9, which specifically bind ELND-002.

“Elan Materials”		The materials listed in Schedule D.

“Exclusive License”		A fully paid, perpetual, irrevocable (except as otherwise expressly provided in Article III) and royalty free license including the right to sublicense, whereby licensee’s rights are sole and entire and operate to exclude all others including licensor and its Affiliates, except as otherwise expressly provided herein.

“General Immunotherapy Patent Rights”		The Patents listed in Schedule F.

“Inactive”		Funded at an average annual rate of less than seventy-five thousand dollars ($75,000) over a period of two calendar years, including both internal and external expenditures in the aggregate.


“Intellectual Property”		All (a) inventions (whether or not patentable and whether or not reduced to practice), records of inventions, test information, developments, applications, improvements, formulae, concepts, ideas, methods or processes, research property rights, all improvements to any of the foregoing, and all Patents, (b) copyrights, and all applications, registrations and renewals in connection therewith, (c) trade secrets, Know-How and confidential information, (d) domain names, computer software, firmware and applications (including source code, executable code, data, databases, programming and notes and documents and other related documentation), other than commercial off-the-shelf software, (e) works and designs embodied in advertising and promotional materials, (f) other proprietary rights and (g) copies and tangible embodiments of the foregoing in whatever form or medium.

“Know-How”		Confidential scientific, technical, medical and marketing data, trade secrets and information, including all ideas, concepts, research and development, know-how, composition information and embodiments, manufacturing and production processes, techniques and information, specifications, technical and business data, designs, drawings, supplier lists, pricing and cost information, and data and know-how embodied in business and marketing plans and proposals, inventions (whether or not patentable and whether or not reduced to practice), records of inventions, test information, developments, applications, improvements, formulae, concepts, ideas, methods or processes, research property rights and all improvements to any of the foregoing.

“Neotope Patent Rights”		The Patents listed on Schedule A-I and any Patents claiming priority thereto.

“Neotope Trademark Rights”		Collectively, (a) the Trademark Rights listed on Schedule A-II (a), (b) the Trademark Rights filed or issued in any country in the Territory, relating solely to any of the marks listed on Schedule A-II (b) and any trademark applications claiming priority thereto, and/or (c) such other Trademark Rights created or filed in any country in the Territory by NBL or OTL.

“Non- A b General Immunotherapy Patent Rights”		General Immunotherapy Patent Rights that, when issued, solely contain claims outside the A b Field.

“OTL”		Onclave Therapeutics Limited.

“Passive Immunotherapeutic Approaches”		Treatment of a host with either a whole antibody, or a fragment of an antibody which recognizes a target (or fragment or epitope in the target).


“Patents”		All patents and patent applications, whether foreign or domestic, all patents arising from such applications, and all patents and patent applications based on, or claiming or corresponding to the priority dates, of any of the foregoing and any renewals, reissues, extensions (or other governmental actions that provide exclusive rights to the owner thereof in the patented subject matter beyond the original expiration date), substitutions, confirmations, registrations, revalidations, reexaminations, additions, continuations, continued prosecutions, continuations-in-part or divisions of or to any of the foregoing, including without limitation, supplementary protection certificates or the equivalent thereof.

“Person”		Any individual, firm, partnership, company, corporation, government authority or other entity.

“Project Contracts”		(i) The contracts listed in Schedule B and (ii) all contracts to which NBL and/or OTL is a party, but to which neither EPIL or EPI, nor any Affiliate of EPIL or EPI is a party.

“Project Know-How”		All Know-How relating solely to the Projects.

“Project Materials”		The materials listed in Schedule C, NEOD001, NEOD002 and all murine, rat and humanized antibodies, cell lines, hybridomas, human tissue samples, transgenic tissue samples, CSF samples, peptides, proteins, immunogens, vectors and other materials stored at 650 Gateway Boulevard, South San Francisco, CA 94080 as of the Demerger or on the premises of any third party pursuant to a Project Contract, excluding antibodies specific for amyloid beta peptide.

“Project Records”		Copies of all files, documents and correspondence relating solely to the Projects, including data, reports, certificates, laboratory notebooks, written notes, standard operating procedures, logs, studies, databases, raw or experimental data, research records, assay protocols, meeting minutes, certificates of analysis, and vendor and supplier lists necessary for furthering the Projects and products arising therefrom.

“Projects”		Research, development and commercialization activities directed to the use, in the diagnosis, prevention and treatment of diseases, of Active Immunotherapeutic Approaches and Passive Immunotherapeutic Approaches, in each case directly targeting one or more Targets.


“Synuclein Patent Rights”		The Patents listed in Schedule A-III and Patents claiming priority thereto.

“Target”		Any and all (i) targets disclosed in the General Immunotherapy Patent Rights other than amyloid beta peptide, including AA, AL, IAPP, synuclein and beta-2-microglobulin; (ii) tau; (iii) TDP-43; (iv) osteopontin; (v) iC3b; (vi) ApoE; (vii) Connective Tissue Growth Factor (“CTGF”); (viii) PAR2; (ix) ApoA1; (x) TTR; (xi) ApoB; (xii) huntingtin; (xiii) fragments of any and all of (i)-(xii); and/or (xiv) epitopes presented by any and all of (i)-(xiii) complexed with other molecular entities, including without limitation proteins, lipids, polymers, nucleic acids, compounds; provided, however, that in the case of (xiv), such epitope shall include at least two amino acids of any of (i)-(xii) as determined by standard epitope mapping techniques.

“Territory”		The world.

“Trademark Rights”		All trademarks, trademark rights, service marks, service mark rights, trade dress, logos, slogans, trade names, trade name rights, Internet domain names and subdomains, together with all translations, adaptations, derivations, and combinations thereof and all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith.

ARTICLE II

PURCHASE AND SALE OF ACQUIRED ASSETS

Elan hereby transfers, sells, conveys, assigns and delivers to NBL all right, title and interest in the Territory to (i) the Acquired Assets and (ii) subject to the terms of the Demerger Agreement, the Acquired Liabilities. Subject to Article VI hereof and notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer, sell, convey, or assign any Acquired Asset if an attempted transfer, sale, conveyance, or assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such Acquired Asset, or would in any way adversely affect the rights of EPI or EPIL, or upon transfer, sale, conveyance or assignment, NBL under such Acquired Asset.

Subject to Article VI hereof, Elan shall use commercially reasonable efforts to conclude as soon as reasonably practicable after the Effective Date the perfected assignments of, and to consummate the transfer of all of Elan’s rights, title, and interest in the Acquired Assets to NBL (it being understood that the Non- A b General Immunotherapy Patent Rights, if any, will be issued and transferred to NBL after the Demerger (as defined in the Demerger Agreement)).

3.	Elan shall use commercially reasonable efforts to transfer and deliver all Project Materials and Project Records when and in the manner requested by NBL.

ARTICLE III

GRANT OF EXCLUSIVE LICENSE OF PATENT RIGHTS AND MATERIALS

1.1

Elan hereby grants to NBL a license, on a paid up and exclusive basis in the Territory (with the right to grant sublicenses) solely for the Projects, to make, use, offer for sale, sell and import products under General Immunotherapy Patent Rights other than Non- A b General Immunotherapy Patent Rights.

1.2	Elan hereby grants to NBL an Exclusive License in the Territory solely for the Projects to (1) conduct research and development activities, and (2) make, have made, use, sell, offer for sale and import products within the Projects, under:

Synuclein Patent Rights; and

Elan Materials.

2.1

For the avoidance of doubt, Elan and its Affiliates, other than NBL and OTL, shall use certain Target antibodies, i.e., 11A5, 12C6, 6H7, 8A5, 5C12 and the lipid/synuclein antibodies (collectively, “Synuclein Antibodies”) solely for research purposes, excluding use in studies relating to the Projects, and for no other purpose (“Elan’s Permitted Use”).

3.1	Except as provided in this Section 3.1, Elan and its Affiliates, other than NBL and OTL, shall not distribute to third parties or make a public disclosure of any Synuclein Antibodies without NBL’s prior written consent. Elan may, without NBL’s prior written consent:

Distribute to collaborators other than academic institutions under a written agreement prohibiting publication or further distribution of the Elan Materials and expressly limiting use to Elan’s Permitted Use; or

Distribute no more than 1 mg of any of 11A5, 6H7, and 8A5 under a written agreement prohibiting identification of the antibody structure and further distribution and expressly limiting use to Elan’s Permitted Use; or

Publish results obtained with, but not the structure of, any of 11A5, 6H7, and 8A5; or

Disclose and publish in a patent application and any patent issuing therefrom any results obtained with the Synuclein Antibodies in Elan’s Permitted Use.

4.1	For the avoidance of doubt, NBL and its Affiliates shall use certain non-Target antibodies, i.e., ELND2 Materials, TY11/15, 27-1, 2E4, 3G10 and APP antibodies solely for research purposes relating to the Projects, and for no other purpose (“NBL’s Permitted Use”).

5.1	Except as provided in this Section 5.1, NBL and its Affiliates shall not distribute to third parties or make a public disclosure of any ELND2 Materials without Elan’s prior written consent. NBL may, without Elan’s prior written consent:

Distribute to collaborators other than academic institutions under a written agreement prohibiting publication or further distribution of the ELND2 Materials and expressly limiting use to NBL’s Permitted Use; or

Distribute to academic institutions conducting research in furtherance of the Projects under a written agreement prohibiting further distribution of the ELND2 Materials and expressly limiting use to NBL’s Permitted Use; or

Disclose and publish in a patent application and any patent issuing therefrom any results obtained with the ELND2 Materials in NBL’s Permitted Use.

6.1

On an annual basis, NBL shall review Projects to identify which have been Inactive. Within sixty (60) days of such identification, NBL shall notify Elan of such Inactive Projects, and the rights granted to NBL under Article III with respect to Ancillary Intellectual Property related solely to such identified Inactive Projects shall terminate and shall revert to Elan.

ARTICLE IV

CONSIDERATION

The parties hereto acknowledge that in connection with the consummation of the IPLC on March 23, 2010 and in consideration for the transfer of the assets acquired pursuant to Article II of the IPLC and the licenses granted pursuant to Article III of the IPLC, Elan Science One Limited, predecessor in interest to NBL, issued to EPIL ninety (90) ordinary shares of Elan Science One Limited.

ARTICLE V

PROSECUTION OF PATENT RIGHTS

NBL shall solely control the prosecution and maintenance of all Neotope Patent Rights, and shall pay all costs associated therewith incurred after the Effective Date and shall have no obligation to Elan in respect of such Neotope Patent Rights. EPI shall solely control the prosecution of Synuclein Patent Rights; provided, however, that EPI shall keep NBL reasonably apprised of the status of the Synuclein Patent Rights and reasonably consider the input of NBL with respect to the prosecution of any claims in the Synuclein Patent Rights solely related to the Projects.

ARTICLE VI

RELATIONSHIP TO DEMERGER AGREEMENT

This Agreement is subject in all respects to the terms and conditions of the Demerger Agreement. The consummation of the transactions contemplated by this Agreement shall constitute part of the Pre-Demerger Restructuring (as defined in the Demerger Agreement) under the Demerger Agreement and shall accordingly be consummated prior to the consummation of the transactions contemplated by the Demerger Agreement. The Acquired Assets and Acquired Liabilities conveyed to NBL pursuant to this Agreement shall constitute assets of the Prothena Business and Prothena Business Liabilities, respectively, for all purposes of the Demerger Agreement. Nothing contained in this Agreement shall be deemed to supersede any of the covenants, agreements, representations or warranties of Elan, Seller, Prothena, or Buyer contained in the Demerger Agreement. In the event of a conflict between this Agreement and the Demerger Agreement, the terms of the Demerger Agreement shall control.

ARTICLE VII

TERM AND TERMINATION

This Agreement may be terminated at any time prior to the Demerger by written consent of the parties hereto.

ARTICLE VIII

MISCELLANEOUS

1.	Force Majeure

Neither party to this Agreement shall be liable for delay in the performance of any of its obligations hereunder if such delay results from causes beyond its reasonable control, including, without limitation, acts of God, fires, strikes, acts of war, or intervention of any government authority, but any such delay or failure shall be remedied by such party as soon as practicable.

2.	Relationship of the Parties

Nothing contained in this Agreement is intended or is to be construed to constitute EPI, EPIL and NBL as partners or joint venturers or employees of the other party or to constitute any party as granting a license or sublicense of rights of which such party does not have possession, whether by ownership or license. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

3.	Counterparts

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute this Agreement. This Agreement may be executed by facsimile (including electronically by PDF). The parties agree that facsimile copies of signatures have the same effect as original signatures.

Notices

Any notice or other communication required or permitted to be given to either party under this Agreement shall be given in writing and shall be delivered by hand or by facsimile (and promptly confirmed by registered mail, postage prepaid and return receipt requested, or by reputable overnight delivery service or courier), addressed to each party at the following addresses or such other address as may be designated by notice pursuant to this Article VII Section 4:


If to NBL:		Neotope Biosciences Limited
		Treasury Building
		Lower Grand Canal Street
		Dublin 2, Ireland
		Attention: Director

If to EPI:		Elan Pharmaceuticals, Inc.
		180 Oyster Point Blvd.
		South San Francisco, CA 94080
		Attention: Secretary

If to EPIL:		Elan Pharma International Limited
		Treasury Building
		Lower Grand Canal Street
		Dublin 2, Ireland
		Attention: Director

Any notice or communication given in conformity with this Article VIII Section 4 shall be deemed to be effective when received by the addressee, if delivered by facsimile, hand or delivery service or courier, and four days after mailing, if mailed.

5.	Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

6.	Severability

If any provision in this Agreement is deemed to be or becomes invalid, illegal or unenforceable, (i) such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it will be deleted, and (ii) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be impaired or affected in any way.

7.	Amendments

No amendment, modification or addition hereto shall be effective or binding on either party unless set forth in writing and executed by a duly authorized representative of both parties.

Waiver

No waiver of any right under this Agreement shall be deemed effective unless contained in a writing signed by the party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed to be a waiver of any future breach or failure to perform or of any other right arising under this Agreement.

Headings

The section headings contained in this Agreement are included for convenience only and form no part of the agreement between the parties.

10.	Assignment, Etc.

Neither party may assign its rights and obligations hereunder without the prior written consent of the other party; provided, however, that either party shall have the right to assign such rights and obligations hereunder to an Affiliate or to any Person with which such party is merged or consolidated or which purchases all or substantially all of the assets of such party.

11.	No Effect on Other Agreements

No provision of this Agreement shall be construed so as to negate, modify or affect in any way the provisions of any other agreement between the parties unless specifically referred to, and solely to the extent provided in any such other agreement.

12.	Successors

This Agreement will inure to the benefit of and be binding upon the successors of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Agreement on the date last written below, effective as of the Effective Date.


NEOTOPE BIOSCIENCES LIMITED

By:
Name:
Title:
Date:


ELAN PHARMACEUTICALS, INC.						ELAN PHARMA INTERNATIONAL LIMITED

By:						By:
Name:						Name:
Title:						Title:
Date:						Date:

Exhibit 2.3

INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE

AGREEMENT

AMONG

NEOTOPE BIOSCIENCES LIMITED

AND

ELAN PHARMA INTERNATIONAL LIMITED

AND

ELAN PHARMACEUTICALS, INC.

Dated as of December , 2012

INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT

This INTELLECTUAL PROPERTY LICENSE AND CONVEYANCE AGREEMENT (the “Agreement”) is made this day of December 2012 (the “Effective Date”) among NEOTOPE BIOSCIENCES LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“NBL”) on the one hand, and ELAN PHARMA INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with offices at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“EPIL”) and ELAN PHARMACEUTICALS, INC., a Delaware corporation having an address at 180 Oyster Point Boulevard, South San Francisco, CA 94080 (“EPI”) on the other hand (collectively, “Elan”).

WHEREAS:

Elan Corporation, plc (“PLC”) and Prothena Corporation plc (“Prothena”) have entered into that Certain Demerger Agreement dated as of November 8, 2012 (the “Demerger Agreement”).

NBL, an Affiliate of EPIL and EPI as of the Effective Date, will be wholly owned by Prothena upon the consummation of the transactions contemplated by the Demerger Agreement (the “Demerger”).

As part of the Pre-Demerger Restructuring, EPI, EPIL and NBL wish to allocate, assign and transfer to NBL the assets and liabilities relating to the Projects (as defined below) to the extent set forth herein.

NOW IT IS HEREBY AGREED AS FOLLOWS:

ARTICLE I

DEFINITIONS

In this Agreement, the following definitions shall apply:


“Acquired Assets”		Assigned IP, Project Contracts, Project Materials other than Elan Materials, and Project Records that are owned by Elan as of the Effective Date.

“Acquired Liabilities”		Debts, liabilities, losses, guarantees, commitments and obligations relating to or associated with the Acquired Assets.

“Active Immunotherapeutic Approaches”		Direct immunization with a target, or a fragment derived from a target (“Immunogen”), either with adjuvant alone or coupled to a carrier molecule designed to elicit an immune response of humoral or cellular nature in the host. Included are Immunogens in complex with another protein, such as, for example, lipid stabilized Immunogens and protein conjugated Immunogens, as well as multivalent vaccines incorporating multiple Immunogens.



“Affiliate”		A corporation or other entity that controls, is controlled by or is under common control with such corporation or entity. A person or entity shall be regarded as in control of another entity if it owns or controls more than fifty percent (50%) of the voting securities or other ownership interest of the other corporation or entity.

“AGE”		Advanced glycation end products.

“Ancillary Intellectual Property”		The Intellectual Property licensed by Elan to NBL pursuant to Article III hereof and set forth on Schedule E.

“Assigned Intellectual Property” or “Assigned IP”		Neotope Patent Rights, Project Know-How and Neotope Trademark Rights.

“ELND2 Materials”		Antibodies 6F10, 5E10, 5D8 and 8G9, which specifically bind ELND-002.

“Elan Materials”		The materials listed in Schedule D.

“Exclusive License”		A fully paid, perpetual, irrevocable (except as otherwise expressly provided in Article III) and royalty-free license including the right to sublicense, whereby licensee’s rights are sole and entire and operate to exclude all others including licensor and its Affiliates, except as otherwise expressly provided herein.

“Inactive”		Funded at an average annual rate of less than seventy-five thousand dollars ($75,000) over a period of two calendar years, including both internal and external expenditures in the aggregate.

“Intellectual Property”		All (a) inventions (whether or not patentable and whether or not reduced to practice), records of inventions, test information, developments, applications, improvements, formulae, concepts, ideas, methods or processes, research property rights, all improvements to any of the foregoing, and all Patents, (b) copyrights, and all applications, registrations and renewals in connection therewith, (c) trade secrets, Know-How and confidential information, (d) domain names, computer software, firmware and applications (including source code, executable code, data, databases, programming and notes and documents and other related documentation), other than commercial off-the-shelf software, (e) works and designs embodied in advertising and promotional materials, (f) other proprietary rights and (g) copies and tangible embodiments of the foregoing in whatever form or medium.



“Know-How”		Confidential scientific, technical, medical and marketing data, trade secrets and information, including all ideas, concepts, research and development, know-how, composition information and embodiments, manufacturing and production processes, techniques and information, specifications, technical and business data, designs, drawings, supplier lists, pricing and cost information, and data and know-how embodied in business and marketing plans and proposals, inventions (whether or not patentable and whether or not reduced to practice), records of inventions, test information, developments, applications, improvements, formulae, concepts, ideas, methods or processes, research property rights and all improvements to any of the foregoing.

“Laminin”		Laminin 411 (Flanagan et al., Laminin-411 Is a Vascular Ligand for MCAM and Facilitates TH17 Cell Entry into the CNS, Plos One, July 2012, Vol. 7, Issue 7) and other laminin molecules.

“MCAM”		Melanoma cell adhesion molecule (Flanagan et al., Laminin-411 Is a Vascular Ligand for MCAM and Facilitates TH17 Cell Entry into the CNS, Plos One, July 2012, Vol. 7, Issue 7).

“Neotope Patent Rights”		The Patents listed on Schedule A-I and any Patents claiming priority thereto.

“Neotope Trademark Rights”		The Trademark Rights listed on Schedule A-II.

“OTL”		Onclave Therapeutics Limited.

“Passive Immunotherapeutic Approaches”		Treatment of a host with either a whole antibody, or a fragment of an antibody which recognizes a target (or fragment or epitope in the target).

“Patents”		All patents and patent applications, whether foreign or domestic, all patents arising from such applications, and all patents and patent applications based on, or claiming or corresponding to the priority dates, of any of the foregoing and any renewals, reissues, extensions (or other governmental actions that provide exclusive rights to the owner thereof in the patented subject matter beyond the original expiration date), substitutions, confirmations, registrations, revalidations, reexaminations, additions, continuations, continued prosecutions, continuations-in-part or divisions of or to any of the foregoing, including without limitation, supplementary protection certificates or the equivalent thereof.

“Person”		Any individual, firm, partnership, company, corporation, government authority or other entity.

“Project Contracts”		The contracts listed in Schedule B.



“Project Know-How”		All Know-How relating solely to the Projects.

“Project Materials”		The materials listed in Schedule C.

“Project Records”		Copies of all files, documents and correspondence relating solely to the Projects, including data, reports, certificates, laboratory notebooks, written notes, standard operating procedures, logs, studies, databases, raw or experimental data, research records, assay protocols, meeting minutes, certificates of analysis, and vendor and supplier lists necessary for furthering the Projects and products arising therefrom.

“Projects”		Research, development and commercialization activities directed to the use, in the diagnosis, prevention and treatment of diseases, of (a) Active Immunotherapeutic Approaches and Passive Immunotherapeutic Approaches, in each case directly targeting one or more Targets and/or (b) any and all Syn103 Program Compounds.

“Syn 103 Program Compounds”		ELN484103 (4-fluoro-N-(4-(trifluoromethyl)phenyl)benzenesulfonamide) having the structure: And related compounds ELN584092, ELN584105, ELN584164, ELN584095, ELN584090.

“Synuclein Patent Rights”		The Patents listed in Schedule A-III and Patents claiming priority thereto.

“Target”		Any and all of (i) MCAM; (ii) Laminin; (iii) AGE; (iv) damaged myelin; (v) fragments of any and all of (i)-(iv); and/or (vi) epitopes presented by any and all of (i)-(v) complexed with other molecular entities, including without limitation proteins, lipids, polymers, nucleic acids, compounds; provided, however, that in the case of (vi), such epitope shall include at least two amino acids of any of (i)-(iv) as determined by standard epitope mapping techniques.

“Territory”		The world.

“Trademark Rights”		All trademarks, trademark rights, service marks, service mark rights, trade dress, logos, slogans, trade names, trade name rights, Internet domain names and subdomains, together with all translations, adaptations, derivations, and combinations thereof and all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith.

ARTICLE II

PURCHASE AND SALE OF ACQUIRED ASSETS

Elan hereby transfers, sells, conveys, assigns and delivers to NBL all right, title and interest in the Territory to (i) the Acquired Assets and (ii) subject to the Demerger Agreement, the Acquired Liabilities. Subject to Article VI hereof and notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to transfer, sell, convey, or assign any Acquired Asset if an attempted transfer, sale, conveyance, or assignment thereof, without the consent of a third party, would constitute a breach or other contravention of the rights of such Acquired Asset, or would in any way adversely affect the rights of EPI or EPIL, or upon transfer, sale, conveyance or assignment, NBL under such Acquired Asset.

2.	Subject to Article VI hereof, Elan shall use commercially reasonable efforts to conclude as soon as reasonably practicable after the Effective Date the perfected assignments of, and to consummate the transfer of all of Elan’s rights, title, and interest in the Acquired Assets to NBL.

3.	Elan shall use commercially reasonable efforts to transfer and deliver all Project Materials and Project Records when and in the manner requested by NBL.

ARTICLE III

GRANT OF EXCLUSIVE LICENSE OF PATENT RIGHTS AND MATERIALS

1.	Elan hereby grants to NBL an Exclusive License in the Territory solely for the Projects to (1) conduct research and development activities, and (2) make, have made, use, offer for sale, sell and import products within the Projects, under:

Synuclein Patent Rights; and

Elan Materials.

3.	Except as provided in this Section 3, Elan and its Affiliates, other than NBL and OTL, shall not distribute to third parties or make a public disclosure of any Synuclein Antibodies without NBL’s prior written consent. Elan may, without NBL’s prior written consent:

Publish results obtained with, but not the structure of, any of 11A5, 6H7, and 8A5; or

Disclose and publish in a patent application and any patent issuing therefrom any results obtained with the Synuclein Antibodies in Elan’s Permitted Use.

4.	For the avoidance of doubt, NBL and its Affiliates shall use certain non-Target antibodies, i.e., ELND2 Materials, TY11/15, 27-1, 2E4, 3G10 and APP antibodies solely for research purposes relating to the Projects, and for no other purpose (“NBL’s Permitted Use”).

5.	Except as provided in this Section 5, NBL and its Affiliates shall not distribute to third parties or make a public disclosure of any ELND2 Materials without Elan’s prior written consent. NBL may, without Elan’s prior written consent:

Disclose and publish in a patent application and any patent issuing therefrom any results obtained with the ELND2 Materials in NBL’s Permitted Use.

ARTICLE IV

CONSIDERATION

In consideration for the transfer of the Acquired Assets to NBL, NBL shall pay EPI and EPIL a total of $375,000 and assume (subject to the terms of the Demerger Agreement) the Acquired Liabilities.

ARTICLE V

PROSECUTION OF PATENT RIGHTS

control the prosecution of Synuclein Patent Rights; provided, however, that EPI shall keep NBL reasonably apprised of the status of the Synuclein Patent Rights and reasonably consider the input of NBL with respect to the prosecution of any claims in the Synuclein Patent Rights solely related to the Projects.

ARTICLE VI

RELATIONSHIP TO DEMERGER AGREEMENT

ARTICLE VII

TERM AND TERMINATION

This Agreement may be terminated at any time prior to the Demerger by written consent of the parties hereto.

ARTICLE VIII

MISCELLANEOUS

1.	Force Majeure

2.	Relationship of the Parties

Nothing contained in this Agreement is intended or is to be construed to constitute EPI, EPIL and NBL as partners or joint venturers or employees of the other party. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

3.	Counterparts

Notices


		If to NBL:		Neotope Biosciences Limited
				Treasury Building
				Lower Grand Canal Street
				Dublin 2, Ireland
				Attention: Director

		If to EPI:		Elan Pharmaceuticals, Inc.
				180 Oyster Point Blvd.
				South San Francisco, CA 94080
				Attention: Secretary

		If to EPIL:		Elan Pharma International Limited
				Treasury Building
				Lower Grand Canal Street
				Dublin 2, Ireland
				Attention: Director

5.	Governing Law

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

6.	Severability

7.	Amendments

No amendment, modification or addition hereto shall be effective or binding on either party unless set forth in writing and executed by a duly authorized representative of both parties.

Waiver

Headings

The section headings contained in this Agreement are included for convenience only and form no part of the agreement between the parties.

10.	Assignment, Etc.

11.	No Effect on Other Agreements

12.	Successors

This Agreement will inure to the benefit of and be binding upon the successors of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Agreement on the date last written below, effective as of the Effective Date.


NEOTOPE BIOSCIENCES LIMITED

By:
Name:
Title:
Date:


ELAN PHARMACEUTICALS, INC.				ELAN PHARMA INTERNATIONAL LIMITED

By:				By:
NAME:				Name:
Title:				Title:
Date:				Date:

Exhibit 2.4

A SSET P URCHASE A GREEMENT

This Asset Purchase Agreement (this “ Agreement ”), is made and entered into as of December [ — ], 2012, by and between, Elan Pharmaceuticals, Inc., a Delaware corporation (“ Seller ”), and Prothena Biosciences Inc, a Delaware corporation (“ Buyer ”).

WHEREAS, Elan Corporation, plc, an Irish public limited company (“ Elan ”), and Prothena Corporation plc, an Irish public limited company (“ Prothena ”), have entered into a Demerger Agreement, dated November 8, 2012 (the “ Demerger Agreement ”), for the purpose of accomplishing the separation of the Prothena Business (as that term is defined therein) into a separate, independent company through a demerger under Irish law (the “ Demerger ”);

WHEREAS, in connection with the Demerger and as part of the Pre-Demerger Restructuring (as defined in the Demerger Agreement), Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, all of Seller’s right, title and interest in the Purchased Assets (as defined below) and the Assumed Liabilities (as defined below), subject to the terms and conditions set forth herein; and

WHEREAS, all capitalized terms used but not defined herein shall have the meanings given to them in the Demerger Agreement.

NOW, THEREFORE, subject to the Demerger Agreement and in consideration of the mutual agreements set forth herein and the payment by Buyer of the Purchase Price and the assumption by Buyer of the Assumed Liabilities, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that:

1. Purchase . Prior to the Demerger and otherwise in accordance with and subject to the terms of the Demerger Agreement, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases from Seller, all of Seller’s right, title and interest in (i) the assets set forth on Exhibit A and (ii) the working capital item balances, as of the date immediately prior to the date of consummation of the Demerger, set forth on Exhibit B attached hereto (collectively, the “ Purchased Assets ”).

2. Assumption of Liabilities . Prior to the Demerger and otherwise in accordance with and subject to the terms of the Demerger Agreement, Buyer shall assume and agree to pay, perform and discharge the liabilities and obligations relating to or associated with the Purchased Assets (collectively, the “ Assumed Liabilities ”).

3. Consideration . The consideration for the Purchased Assets shall be a cash payment of $3,000,000 (the “ Purchase Price ”), plus the assumption of the Assumed Liabilities.

4. The Demerger Agreement . This Agreement is subject in all respects to the terms and conditions of the Demerger Agreement. Nothing contained in this Agreement shall be deemed to supersede any of the covenants, agreements, representations or warranties of Elan, Seller, Prothena, or Buyer contained in the Demerger Agreement. In the event of a conflict between this Agreement and the Demerger Agreement, the terms of the Demerger Agreement shall control.

5. Benefit . This Agreement is intended solely to benefit the parties and their respective successors and assigns and shall not create any rights in or liabilities to any other parties or expand any rights in or liabilities to any other parties.

6. Governing Law; Waiver of Jury Trial . This Agreement, the legal relations between the parties and the adjudication and the enforcement thereof, shall be governed by and interpreted and construed in accordance with the substantive laws of the State of Delaware applicable to agreements made and to be performed wholly within that jurisdiction. The parties hereby expressly waive the right to a trial by jury in any action or proceeding brought by or against any of them relating to this agreement or the transactions contemplated hereby.

7. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.


SELLER:

ELAN PHARMACEUTICALS, INC.

By:
		Name:
		Title:

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


BUYER:

PROTHENA BIOSCIENCES INC

By:
		Name:
		Title

Exhibit 3.1

Companies Acts 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

PROTHENA CORPORATION PUBLIC LIMITED COMPANY

(as amended by special resolutions passed up to • December 2012)

Incorporated the 26 ^th day of September 2012

COMPANIES ACTS, 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

PROTHENA CORPORATION PUBLIC LIMITED COMPANY

1.	The name of the Company is Prothena Corporation Public Limited Company.

2.	The Company is to be a public limited company.

3.	The objects for which the Company is established are:

3.1

To carry on all or any of the business of manufacturers, exporters and importers, buyers, sellers, marketers and distributing agents of and dealers in all kinds of patent, pharmaceutical, medicinal and medicated products, articles and substances.

3.2

To carry on any other business, except the issuing of policies of insurance, which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property or rights.

3.3

To invest any monies of the Company in such investments and in such manner as may from time to time be determined, and to hold, sell or deal with such investments and generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

3.4

To subscribe for, take, purchase or otherwise acquire and hold shares or other interests in, or securities of any other company having objects altogether or in part similar to those of this Company or carrying on any business capable of being carried on so as, directly or indirectly, to benefit this Company.

3.5

To develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences, and by planting, paving, draining, farming, cultivating, letting on building lease or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.

3.6

To acquire and undertake the whole or any part of the business, property, goodwill and assets of any person, firm or company carrying on or proposing to carry on any

of the businesses which the Company is authorised to carry on, or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company.

3.7

To employ the funds of the Company in the development and expansion of the business of the Company and all or any of its subsidiary or associated companies and in any other company whether now existing or hereafter to be formed and engaged in any like business of the Company or any of its subsidiary or associated companies or of any other industry ancillary thereto or which can conveniently be carried on in connection therewith.

3.8

To lend money to such persons or companies either with or without security and upon such terms as may seem expedient.

3.9

To borrow or otherwise raise money or carry out any other means of financing, whether or not by the issue of stock or other securities, and to enter into or issue interest and currency hedging and swap agreements, forward rate agreements, interest and currency futures or options and other forms of financial instruments, and to purchase, redeem or pay off any of the foregoing.

3.10

To secure the payment of money or other performance of financial obligations in such manner as the Company shall think fit, whether or not by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company’s property, present or future, including its uncalled capital.

3.11

To adopt such means of making known the Company and its products and services as may seem expedient.

3.12

To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property, undertaking, rights or assets of the Company and for such consideration as the Company might think fit. Generally to purchase, take on lease or in exchange or otherwise acquire any real and personal property and rights or privileges.

3.13

To acquire and carry on any business carried on by a subsidiary or a holding Company of the Company or another subsidiary of a holding company of the Company.

3.14

To provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind.

3.15

To guarantee, grant indemnities in respect of, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or by both such methods, the performance of the contracts or obligations of and the repayment or payment of the principal amounts of and premiums, interest and dividends on any securities of any person, firm or company, including (without prejudice to the generality of the foregoing) any company which is for the time being the Company’s holding company as defined by section 155 of the Companies Act, 1963, or another subsidiary as defined by the said section of the Company’s holding company or otherwise associated with the Company in business notwithstanding the fact that the Company may not receive any consideration, advantage or benefit, direct or indirect from entering into such guarantee or other arrangement or transaction contemplated herein.

3.16

To amalgamate with any other company.

3.17

To apply for, purchase or otherwise acquire any patents, brevets d’invention, licences, trade marks, technology and know-how and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to any invention or technology which may seem capable of being used, for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property rights or information so acquired.

3.18

To enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint venture or otherwise with any person or company or engage in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

3.19

To grant pensions or gratuities (to include death benefits) to any officers or employees or ex-officers or ex-employees of the Company, or its predecessors in business or the relations, families or dependants of any such persons, and to establish or support any non-contributory or contributory pension or superannuation funds, any associations, institutions, clubs, buildings and housing schemes, funds and trusts which may be considered calculated to benefit any such persons or otherwise advance the interests of the Company or of its members.

3.20

To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of this Company or for any other purpose which may seem directly or indirectly calculated to benefit this Company.

3.21

To remunerate any person or company for services rendered or to be rendered in placing or assisting to place or guaranteeing the placing of any of the shares in the Company’s capital or any debentures, debenture stock or other securities of the Company, or in or about the formation or promotion of the Company or the conduct of its business.

3.22

To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, letters of credit and other negotiable or transferable instruments.

3.23

To undertake and execute any trusts the undertaking whereof may seem desirable, whether gratuitously or otherwise.

3.24

To procure the Company to be registered or recognised in any country or place.

3.25

To promote freedom of contract and to counteract and discourage interference therewith, to join any trade or business federation, union or association, with a view to promoting the Company’s business and safeguarding the same.

3.26

To do all or any of the above things in any part of the world as principal, agent, contractor, trustee or otherwise, and by or through trustees, agents or otherwise and either alone or in conjunction with others.

3.27

To distribute any of the property of the Company in specie among the members.

3.28

To do all such other things as the Company may think incidental or conducive to the attainment of the above objects or any of them.

NOTE A: The objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be in no wise limited or restricted by reference to, or inference from, the terms of any other paragraph.

NOTE B: It is hereby declared that the word “company” in this clause (except where it refers to this Company) will be deemed to include any partnership or other body of persons, whether or not incorporated and whether formed in Ireland or elsewhere.

4.	The liability of the members is limited.

5.	The authorised share capital of the Company is US$1,000,000 and €220,000 comprised of 100,000,000 Ordinary Shares of $0.01 each and 10,000 Euro Deferred Shares of €22 each.

We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the Company set opposite our respective names.


Names, Addresses and Descriptions of Subscribers Subscriber		Number of shares taken by each
p.p Goodbody Subscriber One Limited 1 IFSC North Wall Quay Dublin		1
Limited Liability Company
Signed: David Widger
p.p Goodbody Subscriber Two Limited 1 IFSC North Wall Quay Dublin		1
Limited Liability Company
Signed: Mark Ward
Total Number of Shares Taken: 2



Dated 20 September 2012

Witness to the above signatures:

Charlene Connolly Trainee Solicitor A&L Goodbody IFSC, North Wall Quay, Dublin 1

Companies Acts 1963 to 2012

A PUBLIC COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

Prothena Corporation Public Limited Company

PRELIMINARY

1.	The regulations contained in Table A in the First Schedule to the 1963 Act shall not apply to the Company.

2.1

In these Articles:


“1963 Act”		means the Companies Act 1963 (No. 33 of 1963) as amended by the Companies Acts 1977 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and all statutory instruments which are to be read as one with, or construed, or read together as one with the Companies Acts.

“1983 Act”		means the Companies (Amendment) Act 1983.

“1990 Act”		means the Companies Act 1990.

“Address”		includes, without limitation, any number or address used for the purposes of communication by way of electronic mail or other electronic communication.

“Articles” or “Articles of Association”		means these articles of association of the Company, as amended from time to time by Special Resolution.

“Assistant Secretary”		means any person(s) appointed by the Secretary from time to time to assist the Secretary.

“Auditors”		means the persons for the time being performing the duties of auditors of the Company.

“Board”		means the board of directors for the time being of the Company.

“clear days”		means, in relation to a period of notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.


“Companies Acts”		means the Companies Acts 1963-2012.

“Company”		means the above-named company.

“Court”		means the Irish High Court.

“Directors”		means the directors for the time being of the Company.

“dividend”		includes interim dividends and bonus dividends.

“Elan”		means Elan Corporation plc, a public limited company incorporated under the laws of Ireland (registered no. 30356);

“ electronic communication”		shall have the meaning given to those words in the Electronic Commerce Act 2000.

“ electronic signature”		shall have the meaning given to those words in the Electronic Commerce Act 2000.

“Euro Deferred Shares”		means euro deferred shares of nominal value €22 per share (or such other nominal value as may result from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Articles;

“Exchange”		means any securities exchange or other system on which the Shares of the Company may be listed or otherwise authorised for trading from time to time.

“Exchange Act”		shall have the meaning given to such term in Article 145.

“Members”		mean persons who have agreed to become a Member of the Company and whose name is entered in the Register of Members as a registered holder of Shares and each and any of them individually a Member.

“Memorandum”		means the memorandum of association of the Company as amended from time to time by Special Resolution.

“month”		means a calendar month.

“officer”		means any executive of the Company that has been designated by the Company the title “officer” and for the avoidance of doubt does not have the meaning given to such term under the 1963 Act.

“Ordinary Resolution”		means an ordinary resolution of the Company’s Members within the meaning of section 141 of the 1963 Act.

Ordinary Shares”		means the ordinary shares of nominal value $0.01 per share (or such other nominal value as may result from


		any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Articles;

“paid-up”		means paid-up as to the nominal value and any premium payable in respect of the issue of any Shares and includes credited as paid-up.

“Redeemable Shares”		means redeemable shares in accordance with section 206 of the 1990 Act.

“ Register of Members” or “Register”		means the register of Members of the Company maintained by or on behalf of the Company, in accordance with the Companies Acts and includes (except where otherwise stated) any duplicate Register of Members.

“registered office”		means the registered office for the time being of the Company.

“Seal”		means the seal of the Company, if any, and includes every duplicate seal.

“Secretary”		means the person appointed by the Board to perform any or all of the duties of secretary of the Company and includes an Assistant Secretary and any person appointed by the Board to perform the duties of secretary of the Company.

“Share” and “Shares”		means a share or shares in the capital of the Company.

“Shareholder Rights Plan”		means a shareholder rights plan providing for the right of Members to purchase securities of the Company in the event of any proposed acquisition of a majority of the Shares where such acquisition is not approved or recommended by the Board.

“Special Resolution”		means a special resolution of the Company’s Members within the meaning of section 141 of the 1963 Act.

“Transaction”		means the separation and distribution of the drug discovery platform business from Elan to the Company in consideration for the Company issuing directly to the holders of Elan ordinary shares and Elan American Depository Shares, on a pro rata basis, Prothena ordinary shares representing 99.99% of the issued shares of the Company and the holding by Elan Science One Limited, a wholly owned subsidiary of Elan, of 18% of the issued ordinary shares of the Company.

2.2

In the Articles:

(a)

words importing the singular number include the plural number and vice-versa;

(b)

words importing the feminine gender include the masculine gender and vice versa;

(c)

words importing persons include any company, partnership or other body of persons, whether corporate or not, any trust and any government, governmental body or agency or public authority, whether of Ireland or elsewhere;

(d)

“written” and “in writing” include all modes of representing or reproducing words in visible form, including electronic communication;

(e)

references to a company include any body corporate or other legal entity, whether incorporated or established in Ireland or elsewhere;

(f)

references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

(g)

any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(h)

reference to “officer” or “officers” in these Articles means any executive that has been designated by the Company as an “officer” and, for the avoidance of doubt, shall not have the meaning given to such term in the 1963 Act and any such officers shall not constitute officers of the Company within the meaning of section 2(1) of the 1963 Act.

(i)

headings are inserted for reference only and shall be ignored in construing these Articles; and

(j)

references to US$, USD, $ or dollars shall mean United States dollars, the lawful currency of the United States of America and references to €, euro, or EUR shall mean the euro, the lawful currency of Ireland.

SHARE CAPITAL; ISSUE OF SHARES

Without prejudice to the power of the Board to issue and allot shares pursuant to the following articles, the authorised share capital of the Company at the date of adoption of these articles is US$1,000,000 and €220,000 comprised of 100,000,000 Ordinary Shares of $0.01 each and 10,000 Euro Deferred Shares of €22 each.

Subject to the Companies Acts and the rights conferred on the holders of any other class of Shares, any Share in the Company may be issued with or have attached to it such preferential, deferred, qualified or special rights, privileges or conditions as the Company may by Ordinary Resolution decide or, insofar as the Ordinary Resolution

5.	does not make specific provision, as the Board may from time to time determine.

Subject to the provisions of these Articles relating to new Shares, the Shares shall be at the disposal of the Directors, and they may (subject to the provisions of these Articles and the Companies Acts) allot, grant options over or otherwise dispose of them to such persons, on such terms and conditions and at such times as they may consider to be in the best interests of

the Company and its Members, but so that no Share shall be issued at a discount save in accordance with section 26(5) and 28 of the 1983 Act, and so that, in the case of Shares offered to the public for subscription, the amount payable on application on each Share shall not be less than one-quarter of the nominal amount of the Share and the whole of any premium thereon.

Subject to any requirement to obtain the approval of Members under any laws, regulations or the rules of any Exchange, the Board is authorised, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the Board deems advisable, options to purchase or subscribe for any number of Shares of any class or classes or of any series of any class as the Board may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued.

8.	Subject to the provisions of Part XI of the 1990 Act and the other provisions of this Article 8, the Company may:

8.1

pursuant to section 207 of the 1990 Act, issue any Shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Directors;

8.2

redeem Shares of the Company on such terms as may be contained in, or be determined pursuant to the provisions of, these Articles. Subject as aforesaid, the Company may cancel any Shares so redeemed or may hold them as treasury shares and re-issue such treasury shares as Shares of any class or classes or cancel them;

8.3

subject to or in accordance with the provisions of the Companies Acts and without prejudice to any relevant special rights attached to any class of shares, pursuant to section 211 of the 1990 Act, purchase any of its own Shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between Members or Members of the same class) and may cancel any shares so purchased or hold them as treasury (as defined by section 209 of the 1990 Act) and may reissue any such shares as shares of any class or classes or cancel them; or

8.4

pursuant to section 210 of the 1990 Act, convert any of its Shares into Redeemable Shares provided that the total number of Shares which shall be redeemable pursuant to this authority shall not exceed the limit in section 210(4) of the 1990 Act.

9.1

The Directors are, for the purposes of section 20 of the 1983 Act, generally and unconditionally authorised to exercise all powers of the Company to allot and issue relevant securities (as defined by the said section 20) up to the amount of the Company’s authorised share capital and to allot and issue any Shares purchased by the Company pursuant to the provisions of Part XI of the 1990 Act and held as treasury shares and this authority shall expire five years from the date of adoption of these Articles.

9.2

The Directors are hereby empowered pursuant to sections 23 and 24(1) of the 1983 Act to allot equity securities within the meaning of the said section 23 for cash pursuant to the authority conferred by Article 9.1 as if section 23(1) of the said 1983 Act did not apply to any such allotment. The Company may before the expiry of such authority make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred by Article 9.1 had not expired.

9.3

The Company may issue share warrants to bearer pursuant to section 88 of the 1963 Act.

10.

The Company may pay commission to any person in consideration of any person subscribing or agreeing to subscribe, whether absolutely or conditionally, for the shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company on such terms and, subject to the provisions of the Companies Acts and to such conditions as the Directors may determine, including, without limitation, by paying cash or allotting and issuing fully or partly paid shares or any combination of the two. The Company may also on any issue of Shares pay such brokerage as may be lawful.

ORDINARY SHARES

11.	The holders of the Ordinary Shares shall be:

11.1

entitled to dividends on a pro rata basis in accordance with the relevant provisions of these Articles;

11.2

entitled to participate pro rata in the total assets of the Company in the event of the Company’s winding up; and

11.3

entitled, subject to the right of the Company to set record dates for the purpose of determining the identity of Members entitled to notice of and/or vote at a general meeting, to attend general meetings of the Company and shall be entitled to one vote for each ordinary share registered in her name in the Register of Members, both in accordance with the relevant provisions of these Articles.

12.

An Ordinary Share shall be deemed to be a Redeemable Share on, and from the time of, the existence or creation of an agreement, transaction or trade between the Company (including any agent or broker acting on behalf of the Company) and any third party pursuant to which the Company acquires or will acquire Ordinary Shares, or an interest in Ordinary Shares, from the relevant third party. In these circumstances, the acquisition of such shares by the Company shall constitute the redemption of a Redeemable Share in accordance with Part XI of the 1990 Act.

13.	All Ordinary Shares shall rank pari passu with each other in all respects.

EURO DEFERRED SHARES

14.

The rights and restrictions attaching to the Euro Deferred Shares shall rank pari passu with the Ordinary Shares. The holders of the Ordinary Shares and Euro Deferred Share shall be treated as a single class in all respects, including but not limited to, voting on all resolutions of the Company whether proposed in a general meeting or by a written shareholders’ resolution, save that the Euro Deferred Shares shall be mandatorily redeemed immediately after completion of the Transaction.

15.

The redemption consideration payable by the Company to the holder of each Euro Deferred Share on the redemption of such share shall be the consideration paid by the holder of the Euro Deferred Share on issue of the Euro Deferred Share. On the redemption date, the Company shall pay to such holder the amount due to him in respect of such redemption and each of the holders of the Euro Deferred Shares shall be bound to deliver to the Company, at its registered address, the share certificates for such Euro Deferred Shares held by him.

ISSUE OF WARRANTS

16.	The Board may issue warrants to subscribe for any class of Shares or other securities of the Company on such terms as it may from time to time determine.

CERTIFICATES FOR SHARES

17.

Every Member shall be entitled without payment to receive one certificate for all the Shares of each class held by him or several certificates each for one or more of his Shares upon payment for every certificate after the first of such reasonable out of pocket expenses as the Directors may determine provided that the Company shall not be bound to issue more than one certificate for Shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. The Company shall not be bound to register more than four persons as joint holders of any Share (except in the case of executors or trustees of a deceased Member). Every certificate shall be sealed with the Seal or under the official seal kept by the Company by virtue of section 3 of the Companies (Amendment) Act, 1977 and shall specify the number, class and distinguishing number (if any) of the Shares to which it relates and the amount or respective amounts paid up thereon. The Board may determine, either generally or in a particular case, that any signature on certificates for shares (or certificates or agreements or other documents evidencing the issue by the Company of awards under any share option, share incentive or other form of employee benefit plans adopted by the Company from time to time) need not be autographic but may be affixed to such certificates, agreements or other documents by some mechanical means or may be facsimiles printed on such certificates, agreements or other documents.

18.	Where only some of the Shares comprised in a share certificate are transferred, the old certificate shall be cancelled and the new certificate for the balance of such Shares shall be issued in lieu without charge.

19.

Any two or more certificates representing Shares of any one class held by any Member at his request may be cancelled and a single new certificate for such Shares issued in lieu, without charge unless the Directors otherwise determine. If any Member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more Share certificates representing such Shares in such proportions as he may specify, the Directors may comply, if they think fit, with such request, subject to the payment by him of such charge as may be determined by the Directors.

20.

If a share certificate is defaced, worn out, lost, stolen or destroyed, it may be replaced on such terms (if any) as to evidence an indemnity and payment of any exceptional expenses incurred by the Company as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing out) on delivery up of the old certificate.

REGISTER OF MEMBERS

21.	The Company shall maintain or cause to be maintained a Register of its Members in accordance with the Companies Acts.

22.

If the Board considers it necessary or appropriate, the Company may establish and maintain a duplicate Register or Registers of Members at such location or locations within or outside Ireland as the Board thinks fit. The original Register of Members shall be treated as the Register of Members for the purposes of these Articles and the Companies Acts.

23.

The Company, or any agent(s) appointed by it to maintain the duplicate Register of Members in accordance with these Articles, shall as soon as practicable and on a regular basis record or procure the recording in the original Register of Members all transfers of Shares effected on any duplicate Register of Members and shall at all times maintain the original Register of Members in such manner as to show at all times the Members for the time being and the Shares respectively held by them, in all respects in accordance with the Companies Acts.

24.	If any Share shall stand in the names of two or more persons, the person first named in the Register of Members shall be deemed the sole holder thereof as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company.

TRANSFER OF SHARES

25.	Subject to such of the restrictions of these Articles and to such of the conditions of issue or transfer as may be applicable, the Shares of any Member may be transferred by instrument in writing (including writing in electronic form) in such form as the Board may approve from time to time.

25.1

The instrument of transfer of any Share shall be in writing and shall be executed with a manual signature or facsimile signature (which may be machine imprinted or otherwise). The instrument of transfer need not be signed by the transferee.

25.2

In the case of transfers to Cede & Co (or any other affiliate of Depositary Trust Company) the instrument of transfer shall not be effective until executed by:

24.2.1

the Secretary (or such person as may be nominated by the Secretary for this purpose) on behalf of the Company; and

24.2.2

by the transferor or alternatively by or on behalf of the transferor by the Secretary (or such person as may be nominated by the Secretary for this purpose) on behalf of the Company, and the Company shall be deemed to have been irrevocably appointed agent for the transferor of such Share or Shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such Share or Shares all such transfers of Shares held by the Members in the share capital of the Company.

25.3

Any document which records the name of the transferor, the name of the transferee, the class and number of Shares agreed to be transferred, the date of the agreement to transfer Shares, shall, once executed in accordance with this clause, be deemed to be a proper instrument of transfer for the purposes of section 81 of the 1963 Act.

25.4

In the case of transfers other than those to Cede & Co (or any other affiliate of Depositary Trust Company), the instrument of transfer of any Share shall be executed by the transferor or alternatively for and on behalf of the transferor by the Secretary (or such person as may be nominated by the Secretary for this purpose) on behalf of the Company, and the Company shall be deemed to have been irrevocably appointed agent for the transferor of such Share or Shares with full power to execute, complete and deliver in the name of and on behalf of the transferor of such Share or Shares all such transfers of Shares held by the Members in the share capital of the Company. Any document which records the name of the transferor, the name of the transferee, the class and number of Shares agreed to be transferred, the date of the agreement to transfer Shares, shall, once executed in accordance with this clause, be deemed to be a proper instrument of transfer for the purposes of section 81 of the 1963 Act.

25.5

The transferor shall be deemed to remain the holder of the Share until the name of the transferee is entered on the Register in respect thereof, and neither the title of the transferee nor the title of the transferor shall be affected by any irregularity or invalidity in the proceedings in reference to the sale should the Directors so determine.

25.6

The Company, at its absolute discretion and insofar as the Companies Acts or any other applicable law permits, may, or may procure that a subsidiary of the Company shall, pay Irish stamp duty arising on a transfer of Shares on behalf of the transferee of such Shares of the Company. If stamp duty resulting from the transfer of Shares in the Company which would otherwise be payable by the transferee is paid by the Company or any subsidiary of the Company on behalf of the transferee, then in those circumstances, the Company shall, on behalf of its subsidiary, be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those Shares and (iii) to claim a first and permanent lien on the Shares on which stamp duty has been paid by its subsidiary for the amount of stamp duty paid.

25.7

Upon every transfer of Shares the certificate (if any) held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and subject to Article 17 a new certificate may be issued without charge to the transferee in respect of the Shares transferred to her, and if any of the Shares included in the certificate so given up shall be retained by the transferor, a new certificate in respect thereof may be issued to her without charge. The Company shall also retain the instrument(s) of transfer.

25.8

Notwithstanding the provisions of these Articles and subject to any regulations made under section 239 of the 1990 Act, title to any Shares in the Company may also be evidenced and transferred without a written instrument in accordance with section 239 of the 1990 Act or any regulations made thereunder. The Directors shall have power to permit any class of Shares to be held in uncertificated form and to implement any arrangements they think fit for such evidencing and transfer which accord with such regulations and in particular shall, where appropriate, be entitled to disapply or modify all or part of the provisions in these Articles with respect to the requirement for written instruments of transfer and share certificates (if any), in order to give effect to such regulations.

26.

The Board, may in its absolute discretion and without assigning any reason for its decision, decline to register any transfer of any Share which is not a fully paid Share. The Board may also, in its absolute discretion, and without assigning any reason, refuse to register a transfer of any Share unless:

26.1

the instrument of transfer is lodged with the Company accompanied by the certificate for the Shares (if any) to which it relates (which shall upon registration of the transfer be cancelled) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

26.2

the instrument of transfer is in respect of only one class of Shares;

26.3

the instrument of transfer is properly stamped (in circumstances where stamping is required);

26.4

in the case of a transfer to joint holders, the number of joint holders to which the Share is to be transferred does not exceed four;

26.5

it is satisfied, acting reasonably, that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Ireland or any other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; and

26.6

it is satisfied, acting reasonably, that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the transferor are party or subject.

27.	If the Board shall refuse to register a transfer of any Share, it shall, within two (2) months after the date on which the transfer was lodged with the Company, send to each of the transferor and the transferee notice of such refusal.

28.

The Company shall not be obligated to make any transfer to an infant or to a person in respect of whom an order has been made by a competent court or official on the grounds that she is or may be suffering from mental disorder or is otherwise incapable of managing her affairs or under other legal disability.

REDEMPTION AND REPURCHASE OF SHARES

29.

Subject to the provisions of the Companies Act and these Articles, the Company may, pursuant to Section 207 of the 1990 Act, issue any Shares of the Company which are to be redeemed or are liable to be redeemed at the option of the Company or the Member of the Company on such terms and in such manner as may be determined by the Company in general meeting (by Special Resolution) on the recommendation of the Board.

30.

Subject to the Companies Acts, the Company may, without prejudice to any relevant special rights attached to any class of Shares pursuant to section 211 of the 1990 Act, purchase any of its own Shares (including any Redeemable Shares and without any obligation to purchase on any pro rata basis as between Members or Members of the same class) and may cancel any Shares so purchased or hold them as treasury shares (as defined in section 209 of the 1990 Act) and may reissue any such Shares as Shares of any class or classes.

31.	The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Companies Acts.

32.

The holder of the Shares being purchased shall be bound to deliver up to the Company at its registered office or such other place as the Board shall specify, the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to her the purchase or redemption monies or consideration in respect thereof.

VARIATION OF RIGHTS OF SHARES

33.

If at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied or abrogated with the consent in writing of the holders of three-quarters of all the votes of the issued Shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the Shares of that class.

34.

The provisions of these Articles relating to general meetings of the Company shall apply mutatis mutandis to every such general meeting of the holders of one class of Shares except that the necessary quorum shall be one or more persons holding or representing by proxy at least one-half of the issued Shares of the class.

35.

The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by (i) the creation or issue of further Shares ranking pari passu therewith; (ii) a purchase or redemption by the Company of its own Shares; or (iii) the creation or issue for full value (as determined by the Board) of further Shares ranking as regards participation in the profits or assets of the Company or otherwise in priority to them.

LIEN ON SHARES

36.

The Company shall have a first and paramount lien on every Share (not being a fully paid Share) for all monies (whether presently payable or not) payable at a fixed time or called in respect of that Share. The Directors, at any time, may declare any Share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a Share shall extend to all monies payable in respect of it.

37.

The Company may sell in such manner as the Directors determine any Share on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice demanding payment, and stating that if the notice is not complied with the Share may be sold, has been given to the holder of the Share or to the person entitled to it by reason of the death or bankruptcy of the holder.

38.

To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the Share sold to, or in accordance with the directions of, the transferee. The transferee shall be entered in the Register as the holder of the Share comprised in any such transfer and she shall not be bound to see to the application of the purchase monies nor shall her title to the Share be affected by any irregularity in or invalidity of the proceedings in reference to the sale, and after the name of the transferee has been entered in the Register, the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

39.

The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable and any residue (upon surrender to the Company for cancellation of the certificate for the Shares sold and subject to a like lien for any monies not presently payable as existed upon the Shares before the sale) shall be paid to the person entitled to the Shares at the date of the sale.

40.

Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any Shares registered in the Register as held either jointly or solely by any Members or in respect of any dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Member by the Company on or in respect of any Shares registered as mentioned above or for or on account or in respect of any Member and whether in consequence of:

40.1

the death of such Member;

40.2

the non-payment of any income tax or other tax by such Member;

40.3

the non-payment of any estate, probate, succession, death, stamp or other duty by the executor or administrator of such Member or by or out of her estate; or

40.4

any other act or thing;

in every such case (except to the extent that the rights conferred upon holders of any class of Shares under the Company liable to make additional payments in respect of sums withheld on account of the foregoing):

40.5

the Company shall be fully indemnified by such Member or her executor or administrator from all liability;

40.6

the Company shall have a lien upon all dividends and other monies payable in respect of the Shares registered in the Register as held either jointly or solely by such Member for all monies paid or payable by the Company as referred to above in respect of such Shares or in respect of any dividends or other monies thereon or for or on account or in respect of such Member under or in consequence of any such law, together with interest at the rate of 15% per annum (or such other rate as the Board may determine) thereon from the date of payment to date of repayment, and the Company may deduct or set off against such dividends or other monies so payable any monies paid or payable by the Company as referred to above together with interest at the same rate;

40.7

the Company may recover as a debt due from such Member or her executor or administrator (wherever constituted) any monies paid by the Company under or in consequence of any such law and interest thereon at the rate and for the period referred to above in excess of any dividends or other monies then due or payable by the Company; and

40.8

the Company may if any such money is paid or payable by it under any such law as referred to above refuse to register a transfer of any Shares by any such Member or her executor or administrator until such money and interest is set off or deducted as referred to above or in the case that it exceeds the amount of any such dividends or other monies then due or payable by the Company, until such excess is paid to the Company.

Subject to the rights conferred upon the holders of any class of Shares, nothing in this Article 39 will prejudice or affect any right or remedy which any law may confer or purport to confer on the Company. As between the Company and every such Member as referred to above (and, her executor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shall be enforceable by the Company.

CALLS ON SHARES

41.

Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any monies unpaid on their Shares and each Member (subject to receiving at least fourteen clear days’ notice specifying when and where payment is to be made) shall pay to the Company as required by the notice the amount called on her Shares. A call may be required to be paid by instalments. A call may be revoked before receipt by the Company of a sum due thereunder, in whole or in part and payment of a call may be postponed in whole or in part.

42.	A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed.

43.	A person on whom a call is made shall (in addition to a transferee) remain liable notwithstanding the subsequent transfer of the Share in respect of which the call is made.

44.	The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

45.

If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due until it is paid at the rate fixed by the terms of allotment of the Share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by the Companies Acts) but the Directors may waive payment of the interest wholly or in part.

46.	An amount payable in respect of a Share on allotment or at any fixed date, whether in respect of nominal value by way of premium, shall be deemed to be a call and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call.

47.	Subject to the terms of allotment, the Directors may make arrangements on the issue of Shares for a difference between the holders in the amounts and times of payment of calls on their Shares.

48.

The Directors may, if they think fit, receive from any Member willing to advance the same, all or any part of the monies uncalled and unpaid upon any Shares held by her, and upon all or any of the monies so advanced may pay (until the same would, but for such advance, become payable) interest at such rate as may be agreed upon between the Directors and the Member paying such sum in advance.

FORFEITURE

49.

If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors, at any time thereafter during such times as any part of the call or instalment remains unpaid, may serve a notice on her requiring payment of so much of the call or instalment as is unpaid together with any interest which may have accrued.

50.

The notice shall state a further day (not earlier than the expiration of fourteen clear days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the Shares in respect of which the call was made will be liable to be forfeited.

51.

If the requirements of any such notice as aforesaid are not complied with then, at any time thereafter before the payment required by the notice has been made, any Shares in respect of which the notice has been given may be forfeited by a resolution of the Directors to that effect. The forfeiture shall include all dividends or other monies payable in respect of the forfeited Shares and not paid before forfeiture. The Directors may accept a surrender of any Share liable to be forfeited hereunder.

52.

On the trial or hearing of any action for the recovery of any money due for any call it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the Shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book and that notice of such call was duly given to the Member sued, in pursuance of these Articles, and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

53.

A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit. Where for the purposes of its disposal such a Share is to be transferred to any person, the Directors may authorise some person to execute an instrument of transfer of the Share to that person. The Company may receive the consideration, if any, given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and thereupon she shall be registered as the holder of the Share and shall not be bound to see to the application of the purchase money, if any, nor shall her title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share.

54.	A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but nevertheless shall remain liable to pay to the Company all monies which,

at the date of forfeiture, were payable by her to the Company in respect of the Shares, without any deduction or allowance for the value of the Shares at the time of forfeiture but her liability shall cease if and when the Company shall have received payment in full of all such monies in respect of the Shares.

55.

A statutory declaration or affidavit that the declarant is a Director or the Secretary of the Company, and that a Share in the Company has been duly forfeited on the date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share.

56.

The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the nominal value of the Share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

57.	The Directors may accept the surrender of any Share which the Directors have resolved to have been forfeited upon such terms and conditions as may be agreed and, subject to any such terms and conditions, a surrendered Share shall be treated as if it has been forfeited.

NON-RECOGNITION OF TRUSTS

58.

The Company shall not be obligated to recognise any person as holding any Share upon any trust (except as is otherwise provided in these Articles or to the extent required by law) and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any Share, or any interest in any fractional part of a Share, or (except only as is otherwise provided by these Articles or the Companies Acts) any other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder. This shall not preclude the Company from requiring the Members or a transferee of Shares to furnish to the Company with information as to the beneficial ownership of any Share when such information is reasonably required by the Company.

TRANSMISSION OF SHARES

59.

In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where she was a sole holder, shall be the only persons recognised by the Company as having any title to her interest in the Shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any Shares which had been held by her solely or jointly with other persons.

60.

Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Board and subject as hereinafter provided, elect either to be registered himself as holder of the Share or to make such transfer of the Share to such other person nominated by her and to have such person registered as the transferee thereof, but the Board shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by that Member before her death or bankruptcy as the case may be.

61.	If the person so becoming entitled shall elect to be registered himself as holder, she shall deliver or send to the Company a notice in writing signed by her stating that she so elects.

62.	Subject to Article 62, a person becoming entitled to a Share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by transfer) shall be entitled to the same dividends and other advantages to which she would be entitled if

she were the registered holder of the Share, except that she shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by Membership in relation to meetings of the Company provided however that the Board may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share and if the notice is not complied with within ninety (90) days the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Share until the requirements of the notice have been complied with.

63.

The Board may at any time give notice requiring a person entitled by transmission to a Share to elect either to be registered himself or to transfer the Share and if the notice is not complied with within sixty (60) days the Board may withhold payment of all dividends and other monies payable in respect of the Share until the requirements of the notice have been complied with.

ALTERATION OF CAPITAL; AMENDMENT OF MEMORANDUM OF

ASSOCIATION; AND CHANGE OF LOCATION OF REGISTERED OFFICE

64.	The Company may by Ordinary Resolution:

64.1

divide its share capital into several classes and attach to them respectively any preferential, deferred, qualified or special rights, privileges or conditions;

64.2

increase the authorised share capital by such sum to be divided into Shares of such nominal value, as such Ordinary Resolution shall prescribe;

64.3

consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

64.4

by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller nominal value than is fixed by the Memorandum subject to section 68(1)(d) of the 1963 Act, so, however, that in the sub-division the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived;

64.5

cancel any Shares that at the date of the passing of the relevant Ordinary Resolution have not been taken or agreed to be taken by any person; and

64.6

subject to applicable law, change the currency denomination of its share capital.

65.

Whenever as a result of an issuance, alteration, reorganisation, consolidation, division, or subdivision of the share capital of the Company any Members would become entitled to fractions of a Share, no such fractions shall be issued or delivered to Members. All such fractions of a Share will be aggregated into whole Shares and sold in the open market at prevailing market prices and the aggregate cash proceeds from such sale (net of tax, commissions, costs and other expenses) shall be distributed on a pro rata basis, rounding down to the nearest cent, to each Member who would otherwise have been entitled to receive fractions of a Share. The transferee shall not be bound to see to the application of the purchase money nor shall her title to the Shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

66.	Subject to the provisions of the Companies Acts, the Company may:

66.1

by Special Resolution change its name, alter or add to the Memorandum with respect to any objects, powers or other matters specified therein or alter or add to these Articles;

66.2

by Special Resolution reduce its issued share capital and any capital redemption reserve fund or any share premium account. In relation to such reductions, the Company may by Special Resolution determine the terms upon which the reduction is to be effected, including in the case of a reduction of part only of any class of Shares, those Shares to be affected; and

66.3

by resolution of the Directors change the location of its registered office.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

67.

For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, the Board may provide, subject to the requirements of section 121 of the 1963 Act, that the Register of Members shall be closed for transfers at such times and for such periods, not exceeding in the whole thirty (30) days in each year. If the Register of Members shall be so closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members such Register of Members shall be so closed for at least five (5) days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

68.

In lieu of, or apart from, closing the Register of Members, the Board may fix in advance a date as the record date (a) for any such determination of Members entitled to notice of or to vote at a meeting of the Members, which record date shall not be more than ninety (90) days nor less than ten (10) days before the date of such meeting, and (b) for the purpose of determining the Members entitled to receive payment of any dividend, or in order to make a determination of Members for any other proper purpose, which record date shall not be more than ninety (90) days prior to the date of payment of such dividend or the taking of any action to which such determination of Members is relevant. The record date shall not precede the date upon which the resolution fixing the record date is adopted by the Directors.

69.

If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members or Members entitled to receive payment of a dividend, the date immediately preceding the date on which notice of the meeting is deemed given under these Articles or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in these Articles, such determination shall apply to any adjournment thereof; provided, however, that the Directors may fix a new record date of the adjourned meeting, if they think fit.

GENERAL MEETINGS

70.	The Board shall convene and the Company shall hold annual general meetings in accordance with the requirements of the Companies Acts.

71.

The Board may, whenever it thinks fit, and shall, on the requisition in writing of Members holding such number of Shares as is prescribed by, and made in accordance with, section 132 of the 1963 Act, convene a general meeting in the manner required by the Companies Acts. All general meetings other than annual general meetings shall be called extraordinary general meetings.

72.

The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen (15) months shall elapse between the date of one annual general meeting of the Company and that of the next. Subject to section 140 of the 1963 Act, all general meetings may be held outside of Ireland.

73.	Each general meeting shall be held at such time and place as specified in the notice of meeting.

74.

The Board may, in its absolute discretion, authorise the Secretary to postpone any general meeting called in accordance with the provisions of these Articles (other than a meeting requisitioned under Article 71 of these Articles or the postponement of which would be contrary to the Companies Acts, law or a court order pursuant to the Companies Acts) if the Board considers that, for any reason, it is impractical or unreasonable to hold the general meeting, provided that notice of postponement is given to each Member before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with the provisions of these Articles.

NOTICE OF GENERAL MEETINGS

75.

Subject to the provisions of the Companies Acts allowing a general meeting to be called by shorter notice, an annual general meeting, and an extraordinary general meeting called for the passing of a Special Resolution, shall be called by at least twenty-one (21) clear days’ notice and all other extraordinary general meetings shall be called by at least fourteen (14) clear days’ notice. Such notice shall state the date, time, place of the meeting and, in the case of an extraordinary general meeting, the general nature of the business to be considered. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify such other details as are required by applicable law or the relevant code, rules and regulations applicable to the listing of the Shares on the Exchange.

76.

A general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if applicable law so permits and it is so agreed by the Auditors and by all the Members entitled to attend and vote thereat or their proxies.

77.

The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a Special Resolution shall specify the intention to propose the resolution as a Special Resolution. Notice of every general meeting shall be given in any manner permitted by these Articles to all Members other than such as, under the provisions hereof or the terms of issue of the Shares they hold, are not entitled to receive such notice from the Company.

78.	There shall appear with reasonable prominence in every notice of general meetings of the Company a statement that a Member entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of her and that any proxy need not be a Member of the Company.

79.	The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

80.	In cases where instruments of proxy are sent out with notices, the accidental omission to send such instrument of proxy to, or the non-receipt of such instrument of proxy by, any person entitled to receive notice shall not invalidate any resolution passed or any proceeding at any

such meeting. A Member present, either in person or by proxy, at any general meeting of the Company or of the holders of any class of Shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose for which it was called.

PROCEEDINGS AT GENERAL MEETINGS

81.

All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of declaring a dividend, the consideration of the accounts, balance sheets and the reports of the Directors and Auditors, the election of Directors, the re-appointment of the retiring Auditors and the fixing of the remuneration of the Auditors.

82.	No business shall be transacted at any general meeting unless a quorum is present. One or more Members present in person or by proxy holding not less than one-half of the issued and outstanding Shares of the Company entitled to vote at the meeting in question shall be a quorum.

83.

If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other place as the Board may determine and if at the adjourned meeting a quorum is not present within one hour from the time appointed for the meeting the Members present shall be a quorum.

84.

If the Board wishes to make this facility available to Members for a specific or all general meetings of the Company, a Member may participate in any general meeting of the Company, by means of a telephone, video, electronic or similar communication equipment by way of which all persons participating in such meeting can communicate with each other simultaneously and instantaneously and such participation shall be deemed to constitute presence in person at the meeting.

85.	Each Director and the Auditors shall be entitled to attend and speak at any general meeting of the Company.

86.	The Chairman, if any, of the Board, and, if the Chairman is not present, such officer or other person as the Board shall designate, shall preside as chairman at every general meeting of the Company.

87.

The Chairman may, with the consent of any general meeting duly constituted hereunder, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished, or which might have been transacted, at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting; save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned general meeting.

88.

88.1

Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company or of any class of Members if:

(a)

it is proposed by or at the direction of the Board; or

(b)

it is proposed at the direction of the Court; or

(c)

it is proposed on the requisition in writing of such number of Members as is prescribed by, and is made in accordance with, section 132 of the 1963 Act;

(d)

it is proposed pursuant to, and in accordance with the procedures and requirements of, Articles 144 or 145; or

(e)

the Chairman of the meeting in her absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting.

88.2

No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the Chairman of the meeting in her absolute discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.

88.3

If the Chairman of the meeting rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of the meeting or on the resolution in question shall not be invalidated by any error in her ruling. Any ruling by the Chairman of the meeting in relation to a resolution or an amendment to a resolution shall be final and conclusive.

89.

Except where a greater majority is required by the Companies Acts or these Articles or any applicable law or regulation to which the Company is subject, any question proposed for a decision of the Members at any general meeting of the Company or a decision of any class of Members at a separate meeting of any class of Shares shall be decided by an Ordinary Resolution.

90.	At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. The Board or the Chairman may determine the manner in which the poll is to be taken and the manner in which the votes are to be counted.

91.

A poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time, not being more than ten (10) days from the date of the meeting or adjourned meeting at which the vote was taken, as the Chairman of the meeting directs, and any business other than that on which a poll has been demanded may be proceeded with pending the taking of the poll.

92.

No notice need be given of a poll not taken immediately. The result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded. On a poll a Member entitled to more than one (1) vote need not use all her votes or cast all the votes she uses in the same way.

93.

If authorised by the Board, any vote taken by written ballot may be satisfied by a ballot submitted by electronic or telephonic transmission, provided that any such electronic or telephonic submission must either set forth or be submitted with information from which it can be determined that the electronic submission has been authorised by the Member or proxy.

94.

The Board may, and at any general meeting, the chairman of such meeting may make such arrangement and impose any requirement or restriction it or she considers appropriate to ensure the security of a general meeting including, without limitation, requirements for evidence of identity to be produced by those attending the meeting, the searching of personal property and the restriction of items that may be taken into the meeting place. The Board and, at any general meeting, the chairman of such meeting are entitled to refuse entry to a person who refuses to comply with such arrangements, requirements or restrictions.

95.

Subject to section 141 of the 1963 Act, a resolution in writing signed by all of the Members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the Company duly convened and held, and may consist of several documents in like form each signed by one or more persons, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the 1963 Act. Any such resolution shall be served on the Company.

VOTES OF MEMBERS

96.	Subject to any rights or restrictions for the time being attached to any class or classes of Shares, every Member of record present in person or by proxy shall have one vote for each Share registered in her name in the Register of Members.

97.

In the case of joint holders of record the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

98.

A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by her committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other persons may vote by proxy.

99.	No Member shall be entitled to vote at any general meeting unless she is registered as a Member on the record date for such meeting.

100.

No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the general meeting whose decision shall be final and conclusive.

101.

Votes may be given either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting and may appoint one proxy to vote both in favour of and against the same resolution in such proportion as specified in the instrument appointing the proxy.

PROXIES AND CORPORATE REPRESENTATIVES

102.

102.1

Every Member entitled to attend and vote at a general meeting may appoint a proxy to attend, speak and vote on her behalf and may appoint more than one proxy to attend, speak and vote at the same meeting. The appointment of a proxy or corporate representative shall be in such form and may be accepted by the Company at such place and at such time as the Board or the Secretary shall from time to time determine, subject to applicable requirements of the United States Securities and Exchange Commission and the Exchange on which the Shares are listed. No such instrument appointing a proxy or corporate representative shall be voted or acted upon after two (2) years from its date.

102.2

Without limiting the foregoing, the Directors may from time to time permit appointments of a proxy to be made by means of an electronic or internet communication or facility and may in a similar manner permit supplements to, or

amendments or revocations of, any such electronic or internet communication or facility to be made. The Directors may in addition prescribe the method of determining the time at which any such electronic or internet communication or facility is to be treated as received by the Company. The Directors may treat any such electronic or internet communication or facility which purports to be or is expressed to be sent on behalf of a Member as sufficient evidence of the authority of the person sending that instruction to send it on behalf of that Member.

103.

Any body corporate which is a Member of the Company may authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which she represents as that body corporate could exercise if it were an individual Member of the Company. The Company may require evidence from the body corporate of the due authorisation of such person to act as the representative of the relevant body corporate.

104.

An appointment of proxy relating to more than one meeting (including any adjournment thereof) having once been received by the Company for the purposes of any meeting shall not require to be delivered, deposited or received again by the Company for the purposes of any subsequent meeting to which it relates.

105.	Receipt by the Company of an appointment of proxy in respect of a meeting shall not preclude a Member from attending and voting at the meeting or at any adjournment thereof which attendance and voting will automatically cancel any proxy previously submitted.

106.	An appointment proxy shall be valid, unless the contrary is stated therein, as well for any adjournment of the meeting as for the meeting to which it relates.

107.

107.1

A vote given in accordance with the terms of an appointment of proxy or a resolution authorising a representative to act on behalf of a body corporate shall be valid notwithstanding the death or insanity of the principal, or the revocation of the appointment of proxy or of the authority under which the proxy was appointed or of the resolution authorising the representative to act or transfer of the Share in respect of which the proxy was appointed or the authorisation of the representative to act was given, provided that no intimation in writing (whether in electronic form or otherwise) of such death, insanity, revocation or transfer shall have been received by the Company at the Office, at least one hour before the commencement of the meeting or adjourned meeting at which the appointment of proxy is used or at which the representative acts; PROVIDED, HOWEVER, that where such intimation is given in electronic form it shall have been received by the Company at least 24 hours (or such lesser time as the Directors may specify) before the commencement of the meeting.

107.2

The Directors may send, at the expense of the Company, by post, electronic mail or otherwise, to the Members forms for the appointment of a proxy (with or without stamped envelopes for their return) for use at any general meeting or at any class meeting, either in blank or nominating any one or more of the Directors or any other persons in the alternative.

DIRECTORS

108.	The Board may determine the size of the Board from time to time at its absolute discretion.

109.

The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. The Directors shall also be entitled to be paid their travelling, hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive a fixed allowance in respect thereof as may be determined by the Board from time to time, or a combination partly of one such method and partly the other.

110.

The Board may approve additional remuneration to any Director undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than her ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to her remuneration as a Director.

DIRECTORS’ AND OFFICERS’ INTERESTS

111.

A Director or an officer of the Company who is in any way, whether directly or indirectly, interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Company shall, in accordance with section 194 of the 1963 Act, declare the nature of her interest at the first opportunity either (a) at a meeting of the Board at which the question of entering into the contract, transaction or arrangement is first taken into consideration, if the Director or officer of the Company knows this interest then exists, or in any other case, at the first meeting of the Board after learning that she is or has become so interested or (b) by providing a general notice to the Directors declaring that she is a director or an officer of, or has an interest in, a person and is to be regarded as interested in any transaction or arrangement made with that person, and after giving such general notice it shall not be necessary to give special notice relating to any particular transaction.

112.	A Director may hold any other office or place of profit under the Company (other than the office of its Auditors) in conjunction with her office of Director for such period and on such terms as to remuneration and otherwise as the Board may determine.

113.	A Director may act by himself or her firm in a professional capacity for the Company (other than as its Auditors) and she or her firm shall be entitled to remuneration for professional services as if she were not a Director.

114.

A Director may be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or Member of any other company or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by her as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or Member of such other company; provided that she has declared the nature of her position with, or interest in, such company to the Board in accordance with Article 110.

115.

No person shall be disqualified from the office of Director or from being an officer of the Company or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director or officer of the Company shall be in any way interested be or be liable to be avoided, nor shall any Director or officer of the Company so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or transaction by reason of such Director or officer of the Company holding office or of the fiduciary relation thereby established; provided that:

115.1

she has declared the nature of her interest in such contract or transaction to the Board in accordance with Article 110; and

115.2

the contract or transaction is approved by a majority of the disinterested Directors, notwithstanding the fact that the disinterested Directors may represent less than a quorum.

116.

A Director may be counted in determining the presence of a quorum at a meeting of the Board which authorises or approves the contract, transaction or arrangement in which she is interested and she shall be at liberty to vote in respect of any contract, transaction or arrangement in which she is interested, provided that the nature of the interest of any Director in any such contract or transaction shall be disclosed by her in accordance with Article 110, at or prior to its consideration and any vote thereon.

117.	For the purposes of Article 110:-

117.1

a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified;

117.2

an interest of which a Director has no knowledge and of which it is unreasonable to expect her to have knowledge shall not be treated as an interest of her; and

117.3

a copy of every declaration made and notice given under Article 110 shall be entered within three (3) days after the making or giving thereof in a book kept for this purpose. Such book shall be open for inspection without charge by any Director, Secretary, the Auditors or Member of the Company at the registered office and shall be produced at every general meeting of the Company and at any meeting of the Directors if any Director so requests in sufficient time to enable the book to be available at the meeting.

POWERS AND DUTIES OF DIRECTORS

118.

The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Companies Acts or by these Articles, required to be exercised by the Company in general meeting, subject, nevertheless, to any of these Articles and to the provisions of the Companies Acts. No resolution made by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made.

119.	The Board shall have the power to appoint and remove executives in such terms as the Board sees fit and to give such titles and responsibilities to those executives as it sees fit.

120.	The Company may exercise the powers conferred by Section 41 of the 1963 Act with regard to having an official seal for use abroad and such powers shall be vested in the Directors.

121.

Subject as otherwise provided with these Articles, the Directors may exercise the voting powers conferred by shares of any other company held or owned by the Company in such manner in all respects as they think fit and in particular they may exercise their voting powers in favour of any resolution appointing the Directors or any of them as directors or officers of such other company or providing for the payment of remuneration or pensions to the directors or officers of such other company.

122.

All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the Directors shall from time to time by resolution determine.

123.

The Directors may from time to time authorise such person or persons as they see fit to perform all acts, including without prejudice to the foregoing, to effect a transfer of any shares, bonds, or other evidences of indebtedness or obligations, subscription rights, warrants, and other securities in another body corporate in which the Company holds an interest and to issue the necessary powers of attorney for the same; and each such person is authorised on behalf of the Company to vote such securities, to appoint proxies with respect thereto, and to execute consents, waivers and releases with respect thereto, or to cause any such action to be taken.

124.

The Board may exercise all powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds or such other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

125.

The Directors may procure the establishment and maintenance of or participate in, or contribute to any non-contributory or contributory pension or superannuation fund, scheme or arrangement or life assurance scheme or arrangement for the benefit of, and pay, provide for or procure the grant of donations, gratuities, pensions, allowances, benefits or emoluments to any persons (including Directors or other officers) who are or shall have been at any time in the employment or service of the Company or of any company which is or was a subsidiary of the Company or of the predecessor in business of the Company or any such subsidiary or holding company and the wives, widows, families, relatives or dependants of any such persons. The Directors may also procure the establishment and subsidy of or subscription to and support of any institutions, associations, clubs, funds or trusts calculated to be for the benefit of any such persons as aforesaid or otherwise to advance the interests and well being of the Company or of any such other company as aforesaid or its Members, and payments for or towards the issuance of any such persons as aforesaid and subscriptions or guarantees of money for charitable or benevolent objects or for any exhibition or for any public, general or useful object. Provided that any Director shall be entitled to retain any benefit received by her under this Article, subject only, where the Companies Acts require, to disclosure to the Members and the approval of the Company in general meeting.

126.	The Board may from time to time provide for the management of the affairs of the Company in such manner as it shall think fit and the specific delegation provisions contained in the Articles shall not limit the general powers conferred by these Articles.

MINUTES

127.

The Board shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Board, all resolutions and proceedings at meetings of the Company or the holders of any class of Shares, of the Directors and of committees of Directors, including the names of the Directors present at each meeting.

DELEGATION OF THE BOARD’S POWERS

128.

The Board may delegate any of its powers (with power to sub-delegate) to any committee consisting of one or more Directors. The Board may also delegate to any Director such of its powers as it considers desirable to be exercised by her. Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of the Board shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

129.	The Board may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Board may determine, provided that the delegation is not to the exclusion of its own powers and may be revoked by the Board at any time.

130.

The Board may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Board may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in her.

EXECUTIVE OFFICERS

131.	The Company shall have a chairman, who shall be a Director and shall be elected by the Board. In addition to the chairman, the Directors and the Secretary, the Company may have such officers as the Board may from time to time determine.

PROCEEDINGS OF DIRECTORS

132.

Except as otherwise provided by these Articles, the Directors shall meet together for the despatch of business, convening, adjourning and otherwise regulating their meetings and procedures as they think fit. Questions arising at any meeting shall be decided by a majority of votes of the Directors present at a meeting at which there is a quorum. Each Director shall have one vote.

133.	Regular meetings of the Board may be held at such times and places as may be provided for in resolutions adopted by the Board. No additional notice of a regularly scheduled meeting of the Board shall be required.

134.

A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors by at least forty-eight (48) hours’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered unless notice is waived by all the Directors either at, before or after the meeting is held and provided further notice is given in person, by telephone, cable, telex, telecopy or email the same shall be deemed to have been given on the day it is delivered to the Directors or transmitting organisation as the case may be. The accidental omission to give notice of a meeting of the Directors to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

135.	The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed shall be a majority of the Directors in office.

136.

The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

137.

The Directors may elect a Chairman of their Board and determine the period for which she is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be a Chairman of the meeting.

138.

All acts done by any meeting of the Directors or of a committee of Directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director.

139.

Members of the Board or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. Unless otherwise determined by the Directors the meeting shall be deemed to be held at the place where the Chairman is at the start of the meeting.

140.	A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors or committee as the case may be duly convened and held.

RESIGNATION AND DISQUALIFICATION OF DIRECTORS

141.	The office of a Director shall be vacated:

141.1

if she resigns her office, on the date on which notice of her resignation is delivered to the Registered Office or tendered at a meeting of the Board or on such later date as may be specified in such notice; or

141.2

on her being prohibited by law from being a Director; or

141.3

on her ceasing to be a Director by virtue of any provision of the Companies Acts.

142.

The Company may, by Ordinary Resolution, of which extended notice has been given in accordance with section 142 of the 1963 Act, remove any Director before the expiration of her period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director. Such removal shall be without prejudice to any claim such Director may have for damages for breach of any contract of service between her and the Company.

APPOINTMENT OF DIRECTORS

143.

143.1

Each Director must retire not later than the third annual general meeting following his last appointment or re-appointment in general meeting.

143.2

In any event, at each annual general meeting of the Company a minimum number of Directors are subject to retirement by rotation and that number includes any Director retiring under Article 142.1 but does not include any Director who wishes to retire and who does not wish to offer himself for re-appointment. The minimum number is one-third of the Directors for the time being subject to retirement by rotation (calculated as aforesaid and subject also to the provisions of Article 148) or if the said number of Directors is not divisible by three, the number which is nearest to and less than one-third. If there is only one Director who is subject to retirement by rotation then he shall retire.

143.3

The Directors, (including any Directors holding executive office pursuant to these Articles) to retire by rotation shall be those who have been longest in office since their last appointment or reappointment but as between persons who became or were last reappointed Directors on the same day those to retire shall be determined (unless they otherwise agree among themselves) by lot; and

143.4

A Director who retires at an annual general meeting may be reappointed, if willing to act. If he is not reappointed (or deemed to be reappointed pursuant to these Articles) he shall retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.

DEEMED REAPPOINTMENT

144.

If the Company, at the meeting at which a Director retires by rotation, does not fill the vacancy, the retiring Director, if willing to act shall be deemed to have been re-appointed, unless at the meeting it is resolved not to fill the vacancy or a resolution for the reappointment of the Director is put to the meeting and lost.

NOMINATIONS OF DIRECTORS

145.

Nominations of persons for election to the Board at a general meeting may only be made (a) pursuant to the Company’s notice of meeting pursuant to Article 70 at the recommendation of the Board, (b) by or at the direction of the Board or any authorised committee thereof or (c) by any Member who (i) complies with the notice procedures set forth in Articles 145 or 146, as applicable, (ii) was a Member at the time such notice is delivered to the Secretary and on the record date for the determination of Members entitled to vote at such general meeting and (iii) is present at the relevant general meeting, either in person or by proxy, to present her nomination, provided, however, that Members shall only be entitled to nominate persons for election to the Board at annual general meetings or at general meetings called specifically for the purpose of electing Directors.

146.

For nominations of persons for election to the Board to be properly brought before an annual general meeting by a Member, such annual general meeting must have been called for the purpose of, among other things, electing Directors and such Member must have given timely notice thereof in writing to the Secretary. To be timely, a Member’s notice shall be delivered to the Secretary at the registered office of the Company, or such other Address as the Secretary may designate, not less than ninety (90) days nor more than one hundred and fifty (150) days prior to the first anniversary of the date the Company’s proxy statement was first released to Members in connection with the prior year’s annual general meeting; provided, however, that in the event the date of the annual general meeting is changed by more than thirty (30) days from the first anniversary date of the prior year’s annual general meeting, notice by the Member to be timely must be so delivered not earlier than the one hundred and fiftieth (150 ^th ) day prior to such annual general meeting and not later than the later of the ninetieth (90 ^th ) day prior to such annual general meeting or the tenth (10 ^th ) day following the day on which public announcement of the date of such meeting is first made. Such Member’s notice shall set forth (a) as to each person whom the Member proposes to nominate for election or re-election as a Director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934 of the United States of America, as amended (the “ Exchange Act ”), or any successor provisions thereto, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director of the Company if elected and (b) as to the Member giving the notice (i) the name and Address of such Member, as they appear on the Register of Members, (ii) the class and number of Shares that are owned beneficially

and/or of record by such Member, (iii) a representation that the Member is a registered holder of Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such nomination and (iv) a statement as to whether the Member intends or is part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding share capital required to approve or elect the nominee and/or (xi) otherwise to solicit proxies from Members in support of such nomination. The Board may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Company, including such evidence satisfactory to the Board that such nominee has no interests that would limit such nominee’s ability to fulfil her duties as a Director.

147.

For nominations of persons for election to the Board to be properly brought before a general meeting called for the purpose of the election of Directors, other than an annual general meeting by a Member, such Member must have given timely notice thereof in writing to the Secretary. To be timely, a Member’s notice shall be delivered to the Secretary at the registered office of the Company or such other Address as the Secretary may designate, not earlier than the one hundred and fiftieth (150 ^th ) day prior to such general meeting and not later of the ninetieth (90 ^th )day prior to such general meeting or the tenth (10 ^th ) day following the day on which public announcement is first made of the date of the general meeting and of the nominees proposed by the Board to be elected at such meeting. Such Member’s notice shall set forth the same information as is required by provisions (a) and (b) of Article 145.

148.

Subject to the Companies Acts unless otherwise provided by the terms any agreement among Members or other agreement approved by the Board, only persons who are nominated in accordance with the procedures set forth in Articles 145 and 146 shall be eligible to serve as Directors of the Company. If the Chairman of a general meeting determines that a proposed nomination was not made in compliance with Articles 145 and 146, she shall declare to the meeting that nomination is defective and such defective nomination shall be disregarded. Notwithstanding the foregoing provisions of these Articles, if the Member (or a qualified representative of the Member) does not appear at the general meeting to present her nomination, such nomination shall be disregarded.

APPOINTMENT OF ADDITIONAL DIRECTORS

INCLUDING ALTERNATE DIRECTORS

149.

149.1

Subject as provided in these Articles, the Company by ordinary resolution may appoint a person to be a Director either to fill a vacancy or as an additional Director and may also determine the rotation in which any additional Directors are to retire.

149.2

Subject as provided in these Articles, the Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with these Articles as the maximum number of Directors. A Director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, such Director shall vacate office at the conclusion thereof.

149.3

(i)

Any Director may appoint by writing under his hand any person (including another Director) to be his alternate, provided always that no such appointment of a person other than a Director as an alternate will be effective unless and until such appointment is approved by resolution of the Directors. An alternate will be entitled, subject to his giving to the Company an address to receive notices of all meetings of the Directors and of all meetings of Committees of which his appointer is a member, to receive notice of and attend and vote at any such meeting at which the Director appointing him is not personally present and, in the absence of his appointer, to perform all the functions, and exercise all the powers, rights, duties and authorities, of his appointer as a Director (other than the right to appoint an alternate hereunder), and shall be entitled to contract and to be interested in and to benefit from contracts and arrangements and to be repaid expenses and be indemnified upon and subject to the provisions of these Articles to the same extent as if he were a director.

(ii)

A person may act as alternate for more than one Director, and while he is so acting will be entitled to a separate vote for each Director he is representing and, if he is himself a Director, his vote or votes as an alternate will be in addition to his own vote. An alternate will be counted for the purpose of reckoning whether a quorum is present at any meeting attended by him at which he is entitled to vote, but where he is himself a Director or is the alternate of more than one Director he will only be counted once for such purpose. Save as otherwise provided in these Articles, an alternate will be deemed for all purposes to be a Director and will alone be responsible for his own acts and defaults and he will not be deemed to be the agent of his appointer. The remuneration of an alternate will be payable out of the remuneration paid to his appointer and will consist of such portion of the last-mentioned remuneration as may be agreed between the alternate and his appointer.

(iii)

A Director may revoke at any time the appointment of any alternate appointed by him. If a Director dies or ceases to hold the office of Director the appointment of his alternate will thereupon ipso facto terminate, but if a Director retires but is re-appointed or deemed to have been re-appointed at the meeting at which he retires, any appointment of an alternate made by him which was in force immediately prior to his retirement will continue after his re-appointment.

(iv)

Any appointment or revocation of any alternate by a Director shall be effected by notice in writing given under his hand to the Secretary or deposited at the Registered Office, or in any other manner approved by the Directors.

150.	The Company may by Ordinary Resolution appoint any person to be a Director.

SECRETARY

151.	The Secretary shall be appointed by the Board at such remuneration (if any) and on such terms as it may think fit and any Secretary so appointed may be removed by the Board.

152.

The duties of the Secretary shall be those prescribed by the Companies Acts, together with such other duties as shall from time to time be prescribed by the Board, and in any case, shall include the making and keeping of records of the votes, doings and proceedings of all meetings of the Members and the Board of the Company, and committees, and the authentication of records of the Company.

153.	A provision of the Companies Acts or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in the place of, the Secretary.

SEAL

154.

The Company may, if the Board so determines, have a Seal (including any official seals kept pursuant to the Companies Acts) which shall only be used by the authority of the Board or of a committee of the Board authorised by the Board in that regard and every instrument to which the Seal has been affixed shall be signed by any person who shall be either a Director or the Secretary or Assistant Secretary or some other person authorised by the Board, either generally or specifically, for the purpose.

155.

The Company may have for use in any place or places outside Ireland, a duplicate Seal or Seals each of which shall be a duplicate of the Seal of the Company except, in the case of a Seal for use in sealing documents creating or evidencing securities issued by the Company, for the addition on its face of the word “Securities” and if the Board so determines, with the addition on its face of the name of every place where it is to be used.

DIVIDENDS, DISTRIBUTIONS AND RESERVES

156.	The Company in general meeting may declare dividends, but no dividends shall exceed the amount recommended by the Directors.

157.	Subject to the Companies Acts, the Board may from time to time declare dividends (including interim dividends) and distributions on Shares of the Company outstanding and authorise payment of the same out of the funds of the Company lawfully available therefor.

158.

The Board may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company. The Directors may also, without placing the same to reserve, carry forward any profits which they may think it prudent not to divide.

159.	No dividend, interim dividend or distribution shall be paid otherwise than in accordance with the provisions of Part IV of the 1983 Act.

160.

Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends or distributions, if dividends or distributions are to be declared on a class of Shares they shall be declared and paid according to the amounts paid or credited as paid on the Shares of such class outstanding on the record date for such dividend or distribution as determined in accordance with these Articles.

161.	The Directors may deduct from any dividend payable to any Member all sums of money (if any) immediately payable by her to the Company in relation to the Shares of the Company.

162.

The Board or any general meeting declaring a dividend (upon the recommendation of the Board), may direct that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up Shares, debentures, or debenture stock of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Board may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such

specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Board.

163.

Any dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by cheque or warrant sent through the post, or sent by any electronic or other means of payment, directed to the registered Address of the holder or, in the case of joint holders, to the holder who is first named on the Register of Members or to such person and to such Address as such holder or joint holders may in writing direct. Every such cheque or warrant, electronic or other payment shall be made payable to the order of the person to whom it is sent and payment of the cheque or warrant shall be a good discharge to the Company. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the Share held by them as joint holders. Any such dividend or other distribution may also be paid by any other method (including payment in a currency other than US$, electronic funds transfer, direct debit, bank transfer or by means of a relevant system) which the Directors consider appropriate and any Member who elects for such method of payment shall be deemed to have accepted all of the risks inherent therein. The debiting of the Company’s account in respect of the relevant amount shall be evidence of good discharge of the Company’s obligations in respect of any payment made by any such methods.

164.	No dividend or distribution shall bear interest against the Company.

165.

If the Directors so resolve, any dividend which has remained unclaimed for twelve years from the date of its declaration shall be forfeited and cease to remain owing by the Company. The payment by the Directors of any unclaimed dividend or other monies payable in respect of a Share into a separate account shall not constitute the Company a trustee in respect thereof.

CAPITALISATION

166.	Without prejudice to any powers conferred on the Directors as aforesaid, and subject to the Directors’ authority to issue and allot Shares under Articles 8 and 9, the Directors may:

166.1

resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;

166.2

appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of Shares held by them respectively and apply that sum on their behalf in or towards paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Members (or as the Board may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits that are not available for distribution may, for the purposes of this Article 166.2, only be applied in paying up unissued Shares to be allotted to Members credited as fully paid;

166.3

make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where Shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;

166.4

authorise a person to enter (on behalf of all the Members concerned) into an agreement with the Company providing for the allotment to the Members respectively, credited as fully paid, of Shares or debentures to which they may be entitled on the capitalisation and any such agreement made under this authority being effective and binding on all those Members; and

166.5

generally do all acts and things required to give effect to the resolution.

ACCOUNTS

167.	The Directors shall cause to be kept proper books of account, whether in the form of documents, electronic form or otherwise, that:

167.1

correctly record and explain the transactions of the Company;

167.2

will at any time enable the financial position of the Company to be determined with reasonable accuracy;

167.3

will enable the Directors to ensure that any balance sheet, profit and loss account or income and expenditure account of the Company complies with the requirements of the Companies Acts;

167.4

will record all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company; and

167.5

will enable the accounts of the Company to be readily and properly audited.

168.

Books of account shall be kept on a continuous and consistent basis and entries therein shall be made in a timely manner and be consistent from year to year. The Company may send by post, electronic mail or any other means of electronic communication a summary financial statement to its Members or persons nominated by any Member. The Company may meet, but shall be under no obligation to meet, any request from any of its Members to be sent additional copies of its full report and accounts or summary financial statement or other communications with its Members.

169.	The books of account shall be kept at the registered office of the Company or, subject to the provisions of the Companies Acts, at such other place as the Directors think fit and shall be open at all reasonable times to the inspection of the Directors.

170.	Proper books shall not be deemed to be kept as required by Articles 167 to 168, if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

171.	In accordance with the provisions of the Companies Acts, the Board may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

172.

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the Company together with a copy of the Directors’ report and Auditors’ report shall be sent by post, electronic mail or any other means of communication (electronic or otherwise), not less than twenty-one (21) clear days before the date of the annual general meeting, to every person entitled under the provisions of the Companies Acts to receive them; provided that in the case of those documents sent by electronic mail or any other means of electronic communication, such documents shall be sent with the consent of the recipient, to the Address of the recipient notified to the Company by the recipient for such purposes.

AUDIT

173.	Auditors shall be appointed and their duties regulated in accordance with Sections 160 to 163 of the 1963 Act or any statutory amendment thereof, any other applicable law and such requirements not inconsistent with the Companies Acts as the Board may from time to time determine.

NOTICES

174.	Any notice to be given, served, sent or delivered pursuant to these Articles shall be in writing (whether in electronic form or otherwise).

174.1

A notice or document to be given, served, sent or delivered in pursuance of these Articles may be given to, served on or delivered to any Member by the Company:

(a)

by handing same to her authorised agent;

(b)

by leaving the same at her registered address;

(c)

by sending the same by the post in a pre-paid cover addressed to her at her registered address; or

(d)

by sending, with the consent of the Member to the extent required by law, the same by means of electronic mail or other means of electronic communication approved by the Directors, to the Address of the Member notified to the Company by the Member for such purpose (or if not so notified, then to the Address of the Member last known to the Company).

174.2

For the purposes of these Articles and the Companies Act, a document shall be deemed to have been sent to a Member if a notice is given, served, sent or delivered to the Member and the notice specifies the website or hotlink or other electronic link at or through which the Member may obtain a copy of the relevant document.

174.3

Where a notice or document is given, served or delivered pursuant to sub-paragraph 174.1(a) or 174.1(b) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the time the same was handed to the Member or her authorised agent, or left at her registered address (as the case may be).

174.4

Where a notice or document is given, served or delivered pursuant to sub-paragraph 174.1(c) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of twenty-four (24) hours after the cover containing it was posted. In proving service or delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted.

174.5

Where a notice or document is given, served or delivered pursuant to sub-paragraph 174.1(d) of this Article, the giving, service or delivery thereof shall be deemed to have been effected at the expiration of forty-eight (48) hours after despatch.

174.6

Every legal personal representative, committee, receiver, curator bonis or other legal curator, assignee in bankruptcy, examiner or liquidator of a Member shall be bound by a notice given as aforesaid if sent to the last registered address of such Member, or, in the event of notice given or delivered pursuant to sub-paragraph 174.1(d), if sent to the address notified by the Company by the Member for such purpose notwithstanding that the Company may have notice of the death, lunacy, bankruptcy, liquidation or disability of such Member.

174.7

Notwithstanding anything contained in this Article, the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction.

174.8

Any requirement in these Articles for the consent of a Member in regard to the receipt by such Member of electronic mail or other means of electronic communications approved by the Directors, including the receipt of the Company’s audited accounts and the Directors’ and Auditor’s reports thereon, shall be deemed to have been satisfied where the Company has written to the Member informing her/him of its intention to use electronic communications for such purposes and the Member has not, within four (4) weeks of the issue of such notice, served an objection in writing on the Company to such proposal. Where a Member has given, or is deemed to have given, her/his consent to the receipt by such Member of electronic mail or other means of electronic communications approved by the Directors, she may revoke such consent at any time by requesting the Company to communicate with her in documented form; provided, however, that such revocation shall not take effect until five (5) days after written notice of the revocation is received by the Company.

174.9

Without prejudice to the provisions of sub-paragraphs 174.1(a) and 174.1(b) of this Article, if at any time by reason of the suspension or curtailment of postal services in any territory, the Company is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a public announcement (as defined below) and such notice shall be deemed to have been duly served on all Members entitled thereto at noon (New York time) on the day on which the said public announcement is made. In any such case the Company shall put a full copy of the notice of the general meeting on its website. A “public announcement” shall mean disclosure in a press release reported by a financial news service or in a document publicly filed by the Company with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

175.	Notice may be given by the Company to the joint Members of a Share by giving the notice to the joint Member whose name stands first in the Register in respect of the Share and notice so given shall be sufficient notice to all the joint Members.

176.

176.1

Every person who becomes entitled to a Share shall before her name is entered in the Register in respect of the Share, be bound by any notice in respect of that Share which has been duly given to a person from whom she derives her title.

176.2

A notice may be given by the Company to the persons entitled to a Share in consequence of the death or bankruptcy of a Member by sending or delivering it, in any manner authorised by these Articles for the giving of notice to a Member, addressed to them at the Address, if any, supplied by them for that purpose. Until such an Address has been supplied, a notice may be given in any manner in which it might have been given if the death or bankruptcy had not occurred.

177.	The signature (whether electronic signature, an advanced electronic signature or otherwise) to any notice to be given by the Company may be written (in electronic form or otherwise) or printed.

178.	A Member present, either in person or by proxy, at any meeting of the Company or the holders of any class of Shares in the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

UNTRACED HOLDERS

179.

179.1

The Company shall be entitled to sell at the best price reasonably obtainable any Share or stock of a Member or any Share or stock to which a person is entitled by transmission if and provided that:

(a)

for a period of twelve (12) years (not less than three (3) dividends having been declared and paid) no cheque or warrant sent by the Company through the post in a prepaid letter addressed to the Member or to the person entitled by transmission to the Share or stock at her Address on the Register or other last known Address given by the Member or the person entitled by transmission to which cheques and warrants are to be sent has been cashed and no communication has been received by the Company from the Member or the person entitled by transmission; and

(b)

at the expiration of the said period of twelve (12) years the Company has given notice by advertisement in a leading Dublin newspaper and a newspaper circulating in the area in which the Address referred to in paragraph (a) of this Article is located of its intention to sell such Share or stock; and

(c)

the Company has not during the further period of three (3) months after the date of the advertisement and prior to the exercise of the power of sale received any communication from the Member or person entitled by transmission.

179.2

To give effect to any such sale the Company may appoint any person to execute as transferor an instrument of transfer of such Share or stock and such instrument of transfer shall be as effective as if it had been executed by the Member or person entitled by transmission to such Share or stock. The Company shall account to the Member or other person entitled to such Share or stock for the net proceeds of such sale by carrying all monies in respect thereof to a separate account which shall be a permanent debt of the Company and the Company shall be deemed to be a debtor and not a trustee in respect thereof for such Member or other person. Monies carried to such separate account may either be employed in the business of the Company or invested in such investments (other than Shares of the Company or its holding company if any) as the Directors may from time to time think fit.

DESTRUCTION OF DOCUMENTS

180.	The Company may destroy:

180.1

any dividend mandate or any variation or cancellation thereof or any notification of change of name or address, at any time after the expiry of two (2) years from the date such mandate variation, cancellation or notification was recorded by the Company;

180.2

any instrument of transfer of Shares which has been registered, at any time after the expiry of six (6) years from the date of registration; and

180.3

any other document on the basis of which any entry in the Register was made, at any time after the expiry of six (6) years from the date an entry in the Register was first made in respect of it;

180.4

and it shall be presumed conclusively in favour of the Company that every share certificate (if any) so destroyed was a valid certificate duly and properly sealed and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided always that:

(a)

the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim;

(b)

nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (a) above are not fulfilled; and

(c)

references in this Article to the destruction of any document include references to its disposal in any manner.

WINDING UP

181.

If the Company shall be wound up and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid up or credited as paid up share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up or credited as paid up at the commencement of the winding up on the Shares held by them respectively. And if in a winding up the assets available for distribution among the Members shall be more than sufficient to repay the whole of the share capital paid up or credited as paid up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital at the commencement of the winding up paid up or credited as paid up on the said Shares held by them respectively. Provided that this Article shall not affect the rights of the Members holding Shares issued upon special terms and conditions.

181.1

In case of a sale by the liquidator under Section 260 of the 1963 Act, the liquidator may by the contract of sale agree so as to bind all the Members for the allotment to the Members directly of the proceeds of sale in proportion to their respective interests in the Company and may further by the contract limit a time at the expiration of which obligations or Shares not accepted or required to be sold shall be deemed to have been irrevocably refused and be at the disposal of the Company, but so that nothing herein contained shall be taken to diminish, prejudice or affect the rights of dissenting Members conferred by the said Section 260.

181.2

The power of sale of the liquidator shall include a power to sell wholly or partially debentures, debenture stock, or other obligations of another company, either then already constituted or about to be constituted for the purpose of carrying out the sale.

182.

If the Company is wound up, the liquidator, with the sanction of a Special Resolution and any other sanction required by the Companies Acts, may divide among the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not), and, for such purpose, may value any assets and determine how the division shall be carried out as between the Members or different classes of

Members. The liquidator, with the like sanction, may vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as, with the like sanction, she determines, but so that no Member shall be compelled to accept any assets upon which there is a liability.

INDEMNITY

183.

183.1

Subject to the provisions of and so far as may be admitted by the Companies Acts, every Director and Secretary shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by her in the execution and discharge of her duties or in relation thereto including any liability incurred by her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by her as an officer or employee of the Company and in which judgement is given in her favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on her part) or in which she is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to her by the Court.

183.2

As far as permissible under the Companies Acts, the Company shall indemnify any current or former executive of the Company (excluding any Directors or Secretary) or any person who is serving or has served at the request of the Company as a director, executive or trustee of another company, joint venture, trust or other enterprise against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by her in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, to which she is, or she was, or is threatened to be made a party by reason of the fact that she is or was such a director, executive or trustee, provided always that the indemnity contained in this Article 183.2 shall not extend to any matter which would render it void pursuant to the Companies Acts.

183.3

In the case of any threatened, pending or completed action, suit or proceeding by or in the right of the Company, the Company shall indemnify each person indicated in this Article 183 against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defence or the settlement thereof, except no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for fraud or dishonesty in the performance of her duty to the Company unless and only to the extent that the Court or the court in which such action or suit was brought shall determine upon application that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court shall deem proper.

183.4

As far as permissible under the Companies Acts, expenses, including attorneys’ fees, incurred in defending any action, suit or proceeding referred to in Articles of this Article 183 may be paid by the Company in advance of the final disposition of such action, suit or proceeding as authorised by the Board in the specific case upon receipt of an undertaking by or on behalf of the director, executive or trustee, or other indemnitee to repay such amount, unless it shall ultimately be determined that she is entitled to be indemnified by the Company as authorised by these Articles.

183.5

It being the policy of the Company that indemnification of the persons specified in this Article shall be made to the fullest extent permitted by law, the indemnification provided by this Article shall not be deemed exclusive (a) of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Memorandum, Articles, any agreement, any insurance purchased by the Company, any vote of Members or disinterested Directors, or pursuant to the direction (however embodied) of any court of competent jurisdiction, or otherwise, both as to action in her official capacity and as to action in another capacity while holding such office, or (b) of the power of the Company to indemnify any person who is or was an employee or agent of the Company or of another company, joint venture, trust or other enterprise which she is serving or has served at the request of the Company, to the same extent and in the same situations and subject to the same determinations as are hereinabove set forth with respect to a director, executive or trustee. As used in this paragraph (b), references to the “Company” include all constituent companies in a consolidation or merger in which the Company or a predecessor to the Company by consolidation or merger was involved. The indemnification provided by this Article shall continue as to a person who has ceased to be a director, executive or trustee and shall inure to the benefit of the heirs, executors, and administrators of such a person.

183.6

The Directors shall have power to purchase and maintain for any Director, the Secretary or other officers or employees of the Company insurance against any such liability as referred to in Section 200 of the 1963 Act or otherwise.

183.7

The Company may additionally indemnify any employee or agent of the Company or any director, executive, employee or agent of any of its subsidiaries to the fullest extent permitted by law.

FINANCIAL YEAR

184.	The financial year of the Company shall be as prescribed by the Board from time to time.

SHAREHOLDER RIGHTS PLAN

185.	The Board is hereby expressly authorised to adopt any Shareholder Rights Plan, upon such terms and conditions as the Board deems expedient and in the best interests of the Company, subject to applicable law.


Names, Addresses and Descriptions of Subscribers Subscriber		Number of shares taken by each

p.p Goodbody Subscriber One Limited IFSC North Wall Quay Dublin		1

Limited Liability Company

Signed: David Widger

p.p Goodbody Subscriber Two Limited IFSC North Wall Quay Dublin		1

Limited Liability Company

Signed: Mark Ward

Total Number of Shares Taken: 2



Dated 20 September 2012

Witness to the above signatures: Charlene Connolly Trainee Solicitor A&L Goodbody IFSC, North Wall Quay, Dublin 1

Exhibit 8.1

FORM OF OPINION OF CADWALADER, WICKERSHAM & TAFT LLP

, 2012

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Ladies and Gentlemen:

We have acted as tax counsel in connection with the separation of a substantial portion of the drug discovery business platform of Elan Corporation, plc, an Irish public limited company (“ Elan ”), pursuant to a “demerger” under Irish law in which Elan will contribute all of the shares of Neotope Biosciences Limited, an Irish private limited company, to Prothena Corporation plc, an Irish public limited company (“ Prothena ” and such transfer, the “ Prothena Transfer ”), in exchange for Prothena issuing directly to holders of Elan ordinary shares and Elan American Depositary Shares (collectively, the “ Elan Shareholders ”), on a pro rata basis, 100% of Prothena’s outstanding ordinary shares (such direct share issuance, the “ Distribution ”), and in which Elan Science One Limited, an Irish private limited company and a wholly owned subsidiary of Elan (“ ES1 ”), will acquire 18% of Prothena’s outstanding ordinary shares through a share subscription in exchange for a cash payment to Prothena, as described in the Demerger Agreement, dated as of November 8, 2012, between Elan and Prothena (the “ Demerger Agreement ”) (all capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Demerger Agreement).

In connection with the opinion expressed below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, representations, covenants and agreements contained in (or depicted in) originals or copies, certified or otherwise identified to our satisfaction, of (i) the representation letter of Elan and Prothena with respect to the Prothena Transfer, Distribution and certain related transactions, addressed to us and dated as of the date hereof (the “ Representation Letter ”); (ii) the (a) Demerger Agreement, and (b) Subscription and Registration Rights Agreement, dated as of November 8, 2012, among Prothena, Elan and ES1, in each case, including any exhibits, attachments and amendments thereto (the documents described in (a)-(b) of this clause (ii), collectively, the “ Agreements ”, and the transactions to be consummated pursuant to the Agreements, collectively, the “ Restructuring Transactions ”); (iii) Form 10 of Prothena filed with the Securities and Exchange Commission (the “ SEC ”) on October 1, 2012, as amended or supplemented through the date hereof (the “ SEC Filing ”); (iv) Elan Corporation, plc Proposed Demerger of the Prothena Business to Prothena Corporation plc and Notice of Extraordinary General Meeting, dated as of November 13, 2012, as amended or supplemented through the date hereof; and (v) such other corporate records, agreements, documents and instruments (including

with respect to the Pre-Demerger Restructuring) as we have deemed necessary or appropriate to enable us to render the opinion set forth below, and we have assumed, with your permission, that all such facts, information, representations, covenants and agreements were initially and are currently true, correct and complete and will continue to be true, correct and complete through the closing date of the completion of the Restructuring Transactions (the “ Closing Date ”), without regard to any qualification as to knowledge or belief. Our opinion is expressly conditioned upon, among other things, the accuracy and completeness of the facts, information, representations, covenants and agreements set forth (or depicted) in the documents referred to above and the statements, representations, covenants and agreements made by Elan, Prothena and their Affiliates, including those set forth in the Representation Letter and the form of Tax Matters Agreement, all of which we have assumed, with your permission, were initially and are currently true, correct and complete and will continue to be true, correct and complete through the Closing Date. We have also made such other inquiries as we have deemed necessary or appropriate to enable us to render the opinion set forth below.

In our examination, we have assumed, with your permission, the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of all such latter documents. For purposes of this opinion, we have assumed, with your permission, that the transactions contemplated by the Agreements and the SEC Filing have been consummated or will be consummated, as applicable, in accordance therewith and as described (or depicted) therein and that no transaction or condition described (or depicted) therein and affecting this opinion will be waived or modified in any respect.

Our opinion is based upon the Internal Revenue Code of 1986, as amended (the “ Code ”), applicable Treasury regulations, rulings and decisions thereunder, and such other authorities as we have considered relevant, each as in effect on the date hereof, and as may be affected by amendments to the Code or the Treasury regulations thereunder or by subsequent judicial or administrative interpretation thereof, any of which may have retroactive effect. There can be no assurance that the opinion will be accepted by the Internal Revenue Service or, if challenged, by a court. We express no opinions other than as to the federal income tax law of the United States of America. This opinion does not address the various state, local or foreign tax consequences that may result from the transactions contemplated by the Agreements and the SEC Filing.

Based upon and subject to the foregoing and the assumptions and limitations set forth herein, it is our opinion that (i) the Prothena Transfer and Distribution should qualify as a reorganization pursuant to Section 368(a)(1)(D) of the Code, and (ii) the Distribution, as such, should qualify as a distribution of Prothena ordinary shares to Elan Shareholders pursuant to Section 355 of the Code.

We hereby consent to the filing of this opinion with the SEC as an exhibit to the SEC Filing. We also consent to the references to our firm in the SEC Filing under the headings “Questions and Answers about the Separation and Distribution”, “Terms of the Separation and Distribution and Related Transactions—U.S. Federal Income Tax Consequences”, “Risk Factors—Risks Relating to the Separation and Distribution”, and “The Separation and

-2-

Distribution and Related Transactions—Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions”. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the SEC.

This opinion is limited to the matters expressly stated herein and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission. This opinion is rendered only as of the date hereof, and we expressly disclaim any obligation to update or modify this opinion as a consequence of any future changes in applicable laws or Treasury regulations or the facts bearing upon this opinion or the impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue, any of which could affect our conclusions.

Very truly yours,

CADWALADER, WICKERSHAM & TAFT LLP

-3-

Exhibit 8.2

FORM OF OPINION OF KPMG LLP

[ — ], 2012

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Ladies and Gentlemen:

We have acted as a tax advisor to Elan Corporation, plc, an Irish public limited company (“ Elan ”), in connection with the separation of a substantial portion of the drug discovery business platform of Elan, pursuant to a “demerger” under Irish law in which Elan will contribute all of the shares of Neotope Biosciences Limited, an Irish private limited company, to Prothena Corporation plc, an Irish public limited company (“ Prothena ” and such transfer, the “ Prothena Transfer ”), in exchange for Prothena issuing directly to holders of Elan ordinary shares and Elan American Depositary Shares (collectively, the “ Elan Shareholders ”), on a pro rata basis, 100 percent of Prothena’s outstanding ordinary shares (such direct share issuance, the “ Distribution ”), and in which Elan Science One Limited, an Irish private limited company and a wholly owned subsidiary of Elan (“ ES1 ”), will acquire 18 percent of Prothena’s outstanding ordinary shares through a share subscription in exchange for a cash payment to Prothena, as described in the Demerger Agreement, dated as of November 8, 2012, between Elan and Prothena (the “ Demerger Agreement ”) (all capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Demerger Agreement).

In rendering our opinion set forth below, we have examined and relied upon, with your permission and without independent investigation or verification, the accuracy and completeness, of the facts, information, representations, covenants and agreements contained in the originals or copies, certified or otherwise identified to our satisfaction, of (i) the representation letter of Elan and Prothena with respect to the Prothena Transfer, Distribution and certain related transactions, addressed to us and dated as of the date hereof (the “ Representation Letter ”); (ii) the (a) Demerger Agreement, and (b) Subscription and Registration Rights Agreement, dated as of November 8, 2012, among Prothena, Elan and ES1, in each case, including any exhibits, attachments and amendments thereto (the documents described in (a)-(b) of this clause (ii), collectively, the “ Agreements ”, and the transactions to be consummated pursuant to the Agreements, collectively, the “ Restructuring Transactions ”); (iii) Form 10 of Prothena filed with the Securities and Exchange Commission (the “ SEC ”) on October 1, 2012, as amended or supplemented through the date hereof (the “ SEC Filing ”); (iv) Elan Corporation, plc Proposed Demerger of the Prothena Business to Prothena Corporation plc and Notice of Extraordinary General Meeting, dated as of November 13, 2012, as amended or supplemented through the date

hereof; and (v) such other corporate records, agreements, documents and instruments (including with respect to the Pre-Demerger Restructuring) as we have deemed necessary or appropriate to enable us to render the opinion set forth below. In addition, we have relied with your permission upon the accuracy and completeness, both initially and continuing as of the closing date of the completion of the Restructuring Transactions (the “ Closing Date ”), of certain facts, information, representations, covenants and agreements made by Elan, Prothena, and their Affiliates including those set forth in the Representation Letter and the form of Tax Matters Agreement. For the purpose of rendering our opinion, we have assumed with your permission that such facts, information, representations, covenants and agreements are, and will continue to be as of the Closing Date, true, correct and complete without regard to any qualification as to knowledge or belief. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to above and the statements, representations, covenants and agreements made by Elan, Prothena, and their Affiliates including those set forth in the Representation Letter and the form of Tax Matters Agreement. We have also made such other inquires as we have deemed necessary or appropriate to enable us to render the opinion set forth below.

In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic, electronic or facsimile copies, and the authenticity of the originals of such documents. We have assumed that the transactions contemplated by the Agreements and the SEC Filing have been consummated or will be consummated as applicable in accordance with the Agreements and the SEC Filing, and that none of the terms and conditions contained therein have been or will be waived or modified in any respect prior to the Closing Date.

In rendering our opinion, we have considered applicable provisions of the United States Internal Revenue Code of 1986, as amended (the “ Code ”), Treasury regulations promulgated thereunder (the “ Regulations ”), pertinent judicial authorities, rulings of the Internal Revenue Service and such other authorities as we have considered relevant, in each case, in effect on the date hereof. It should be noted that such laws, Regulations, judicial decisions, administrative interpretations and other authorities are subject to change at any time and, in some circumstance, with retroactive effect. A change in any authorities upon which our opinion is based, or any variation or difference in any fact from those set forth or assumed herein, could affect our conclusions herein. Moreover, there can be no assurance that our opinion will be accepted by the Internal Revenue Service or, if challenged, by a court.

This opinion is delivered to you in connection with the transactions referenced herein. Except as set forth above, we express no opinion to any party as to any tax consequences,

-2-

whether federal, state, local or foreign, of the Restructuring Transactions or any other transaction contemplated by the Restructuring Transactions. We hereby consent to the filing of this opinion as an exhibit to the SEC Filing and to the use of our name under the heading “Questions and Answers about the Separation and Distribution”, “Terms of the Separation and Distribution and Related Transactions—U.S. Federal Income Tax Consequences”, “Risk Factors—Risks Relating to the Separation and Distribution”, and “The Separation and Distribution and Related Transactions—Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions” in the SEC Filing. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the SEC.

This opinion is limited to the matters expressly stated herein and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our express written permission. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.

Very truly yours,

KPMG LLP

-3-

Exhibit 10.1

TAX MATTERS AGREEMENT

by and between

ELAN CORPORATION, PLC

AND

PROTHENA CORPORATION PLC,

Dated , 2012

TABLE OF CONTENTS


		Page

ARTICLE I

DEFINITIONS

Section 1.01	Definition of Terms		2

ARTICLE II

ALLOCATION OF TAXES

Section 2.01	Ordinary Course Taxes		7
Section 2.02	Transaction Taxes		7
Section 2.03	Transfer Taxes		8
Section 2.04	Entitlement to Tax Attributes		9
Section 2.05	Additional Costs		9

ARTICLE III

TAX RETURN FILING AND PAYMENT OBLIGATIONS

Section 3.01	Tax Return Preparation and Filing		9
Section 3.02	Treatment of Transactions and Reporting Obligations		10
Section 3.03	VAT		10

ARTICLE IV

TAX-FREE TREATMENT OF DISTRIBUTION & RELATED TRANSACTIONS

Section 4.01	Representations		10
Section 4.02	Covenants		11

ARTICLE V

TAX CONTESTS; INDEMNIFICATION; COOPERATION

Section 5.01	Notice		13
Section 5.02	Control of Tax Contests		13
Section 5.03	Indemnification Payments		13
Section 5.04	Interest on Late Payments		14
Section 5.05	Treatment of Indemnity Payments		14
Section 5.06	Cooperation		14

-i-


Section 5.07	Confidentiality	15

ARTICLE VI

DISPUTE RESOLUTION

Section 6.01	Tax Disputes	15

ARTICLE VII

MISCELLANEOUS

Section 7.01	Authorization	16
Section 7.02	Expenses	16
Section 7.03	Entire Agreement	16
Section 7.04	Governing Law	16
Section 7.05	Notice	16
Section 7.06	Priority of Agreements	18
Section 7.07	Amendments and Waivers	18
Section 7.08	Termination	18
Section 7.09	No Third Party Beneficiaries	19
Section 7.10	Assignability	19
Section 7.11	Enforcement	19
Section 7.12	Survival	19
Section 7.13	Construction	19
Section 7.14	Severability	20
Section 7.15	Counterparts	20
Section 7.16	Successors	20

-ii-

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”) is made and entered into as of [DATE] by and between Elan Corporation, plc, an Irish public limited company (“ Parent ”), and Prothena Corporation plc, an Irish public limited company (“ Prothena ”) (and Parent and Prothena, collectively, the “ Companies ”).

WHEREAS, the board of directors of Parent has determined that it would be appropriate and desirable to separate a substantial portion of the drug discovery business platform from Parent;

WHEREAS, the board of directors of Parent has approved and declared advisable the separation of a substantial portion of Parent’s drug discovery business platform pursuant to a “demerger” under Irish law in which Parent will contribute such drug discovery business platform to Prothena (such transfer, the “ Prothena Transfer ”) in exchange for Prothena issuing directly to holders of ordinary shares of Parent and American Depositary Shares (“ ADSs ”) of Parent, on a pro rata basis, Prothena ordinary shares representing 100% of Prothena’s outstanding ordinary shares (such direct share issuance, the “ Distribution ”);

WHEREAS, Parent and Prothena have entered into the Demerger Agreement pursuant to which Parent shall effect the Prothena Transfer and the Distribution;

WHEREAS, immediately following the Distribution, Elan Science One Limited, a wholly-owned subsidiary of Parent, will subscribe for 18% of Prothena’s outstanding ordinary shares in exchange for cash;

WHEREAS, the Companies intend that the Prothena Transfer and the Distribution (taken together) should not give rise to a chargeable gain for Parent in respect of the disposal by Parent of Neotope Biosciences, pursuant to Section 615 of the Taxes Consolidation Act, 1997 of Ireland (the “ TCA ”) and should be relieved from Irish stamp duty for which Prothena would otherwise be accountable for, pursuant to Section 80 of the Stamp Duties Consolidation Act, 1999 of Ireland (the “ SDCA ”);

WHEREAS, the Companies intend (and save in respect of any cash received in lieu of Prothena ordinary shares) that the Prothena Transfer and the Distribution (taken together) shall qualify as a “scheme of reconstruction or amalgamation” pursuant to section 587 of the TCA with the result that no chargeable gain for Irish Tax purposes shall arise for shareholders in Parent within the charge to Irish Tax as a result of the receipt of shares in connection with the Distribution;

WHEREAS, the Companies intend that the (i) Prothena Transfer, taken together with the Distribution, qualify as a “reorganization” under Code Section 368(a)(1)(D), and (ii) the Distribution, as such, qualify as a distribution of Prothena ordinary shares to Parent shareholders pursuant to Code Section 355; and

WHEREAS, the Companies desire to allocate the Tax responsibilities, liabilities and benefits of certain transactions and to provide for certain other Tax matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Companies (each on behalf of itself and each of its subsidiaries as of the Closing Date and its future subsidiaries) hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definition of Terms .

The following terms shall have the following meanings (such meanings to apply equally to both the singular and the plural forms of the terms defined). Unless otherwise stated, all Section references are to this Agreement. Any capitalized terms used herein and not otherwise defined shall have the meaning given to such term in the Demerger Agreement.

“ Active Trade or Business ” means the active conduct (determined in accordance with Code Section 355(b)) of the business conducted, prior to the Distribution, by Parent and its subsidiaries and, after the Distribution, by the Prothena Group members independently and with separate employees. For these purposes, members shall include only those members that are part of the “separate affiliated group” of Parent or Prothena, as applicable, within the meaning of Code Section 355(b)(3)(B).

“ Additional Costs ” means liabilities, damages, penalties, judgments, assessments, losses, costs and expenses (including reasonable attorneys’ and accountants’ fees and expenses), whether arising under strict liability or otherwise, in each case, arising out of or incident to the imposition, assessment or assertion of any Tax or adjustment against a party with respect to an amount for which such party is entitled to indemnification under this Agreement.

“ Adjustment Request ” means any formal or informal claim or request for a Refund filed with any Taxing Authority.

“ ADSs ” has the meaning set forth in the recitals.

“ Agreement ” has the meaning set forth in the recitals.

“ Closing Date ” means the date on which the Distribution is consummated.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

-2-

“ Companies ” has the meaning set forth in the recitals.

“ Demerger Agreement ” means the Demerger Agreement, dated as of November 8, 2012, between Parent and Prothena, as may be amended from time to time.

“ Distribution ” has the meaning set forth in the recitals.

“ Equity Investment ” means Prothena’s potential cash issuance of common shares, ordinary shares, American Depository Receipts, ADSs and/or preferred shares to investors after the Transactions.

“ Final Determination ” means the final resolution of any Tax liability for any Tax period by or as a result of (i) a final and unappealable decision, judgment, decree or other order by any court of competent jurisdiction, (ii) a final settlement with the United States Internal Revenue Service, a closing agreement or accepted offer in compromise under Code Sections 7121 or 7122, or a comparable arrangement under the laws of Ireland or another jurisdiction, (iii) any allowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such amount may be recovered by the jurisdiction imposing such Tax, or (iv) any other final disposition, including by reason of the expiration of the applicable statute of limitations.

“ Indemnitee ” has the meaning set forth in Section 5.01.

“ Indemnifying Party ” has the meaning set forth in Section 5.01.

“ Irish Group Relief ” means any loss, allowance or other amount eligible for surrender by way of group relief in accordance with the TCA.

“ Joint Return ” means any Tax Return filed by a Tax Group that includes at least one Parent Group member and at least one Prothena Group member.

“ Neotope Biosciences ” means Neotope Biosciences Limited, an Irish private limited company and currently a wholly owned subsidiary of Parent;

“ Onclave ” mean Onclave Therapeutics Limited, an Irish private limited company and currently a wholly owned subsidiary of Parent.

“ Parent ” has the meaning set forth in the recitals.

“ Parent Capital Stock ” means (ii) all classes or series of outstanding capital stock of Parent for U.S. federal income Tax purposes, including ordinary shares, ADSs and all other instruments treated as outstanding equity in Parent for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire such capital stock.

“ Parent Group ” means Parent and each of its subsidiaries, in each case, including any successors thereof, but excluding Prothena and each of its subsidiaries.

-3-

“ Parent Group Taxes ” means any Tax imposed on or payable by the Parent Group or any member thereof for any Tax period whether or not by reason of being a member of any Tax Group.

“ Post-Distribution Period ” means the portion of the Closing Date after the completion of the Distribution and any date thereafter.

“ Pre-Closing Period ” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“ Proceedings ” has the meaning set forth in Section 7.04.

“ Prothena ” has the meaning set forth in the recitals.

“ Prothena Capital Stock ” means (i) all classes or series of outstanding capital stock of Prothena for U.S. federal income Tax purposes, including ordinary shares, preferred shares and all other instruments treated as outstanding equity in Prothena for U.S. federal income Tax purposes, and (ii) all options, warrants and other rights to acquire any such capital stock (including ordinary shares).

“ Prothena Group ” means Prothena and each of its subsidiaries, in each case, including any successors thereof, but excluding, for the avoidance of doubt, any member of the Parent Group.

“ Prothena Group Taxes ” means (i) in the case of a Prothena Separate Return, any Tax imposed on or payable by the Prothena Group or any member thereof, and (ii) in the case of a Joint Return, the aggregate Tax liability of the Prothena Group member(s), as determined by Parent pursuant to Section 3.01.

“ Prothena Separate Return ” means any Tax Return (other than a Joint Return) that includes or relates to any Prothena Group member (including any such Tax Return filed by or on behalf of a Tax Group).

“ Prothena Transfer ” has the meaning set forth in the recitals.

“ Refund ” means any cash refund of Taxes or reduction of Taxes by means of credit, offset or otherwise, together with any interest received or credited thereon.

“ Representation Letter ” means the representation letter executed by Parent and Prothena in connection with the delivery of the Tax Opinions.

“ Restricted Period ” means the period commencing upon the Closing Date and ending at the close of business on the first day following the second anniversary of the Closing Date.

“ SDCA ” has the meaning set forth in the recitals.

-4-

“ Straddle Period ” means a Tax period beginning on or before and ending after the Closing Date.

“ Tax ” or “ Taxes ” shall mean all forms of taxation, whenever created or imposed, and whether of the United States, Ireland or elsewhere, and whether imposed by a federal, state, municipal, governmental, territorial, local, foreign or other body, and without limiting the generality of the foregoing, shall include net income, gross income, capital gains, gross receipts, sales, use, value added, ad valorem , transfer, recording, franchise, profits, license, lease, service, service use, payroll, wage, withholding, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, business organization, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other taxes, fees, premiums, assessments or charges of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, together with any related interest, charges, penalties, additions to such tax or additional amounts imposed with respect thereto by such governmental entity or political subdivision.

“ Tax Advisor ” has the meaning set forth in Section 6.01.

“ Tax Attributes ” means net operating losses, capital losses, investment credits, foreign Tax credits, excess charitable contributions, general business credits, or any other loss, deduction, credit or other comparable item that could reduce a Tax liability.

“ Tax Contest ” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any Adjustment Request).

“ Tax Dispute ” means any dispute arising in connection with this Agreement.

“ Tax-Free Treatment ” means (i) for U.S. federal, state or local Tax purposes, (x) the Prothena Transfer and Distribution, taken together, qualifying as a transaction that is described in Code Sections 355(a) and 368(a)(1)(D), in which the Prothena ordinary shares distributed are “qualified property” under Code Section 361(c) and Parent shareholders recognize no income or gain for U.S. federal income Tax purposes under Code Section 355 (except to the extent of any cash received in lieu of fractional Prothena ordinary shares), and (y) to the extent applicable, the Transactions qualify for Tax-Free Treatment under comparable provisions of U.S. state and local Tax law; and (ii) for Irish Tax purposes, the Prothena Transfer and Distribution, taken together, qualifying as (x) a transaction that falls within the provisions of both section 615 of the TCA and Section 80 of the SDCA and, as a result, does not give rise to a chargeable gain for Parent on the disposal of Neotope Biosciences and does not give rise to a charge to stamp duty in respect of the transfer of the shares in Neotope Biosciences to Prothena and (y) save in respect of the receipt of any cash in lieu of fractional Prothena ordinary shares, a transaction that falls within Section 587 of the TCA and, as a result, the receipt of Prothena ordinary shares in connection with the Distribution does not give rise to a chargeable gain for shareholders of Parent within the charge to Irish Tax.

-5-

“ Tax Group ” means two or more entities that file a Tax Return under applicable Tax law on an affiliated, consolidated, combined, unitary or other group basis or that are otherwise treated as members of the same group for relevant Tax purposes.

“ Tax Opinions ” means the opinions obtained by Parent with respect to the Prothena Transfer and Distribution.

“ Tax Return ” means any return, filing, report, questionnaire, information statement, claim for Refund, or other document required or permitted to be filed, including any amendments thereto, for any Tax period with any Taxing Authority.

“ Taxing Authority ” means any governmental authority imposing Taxes.

“ TCA ” has the meaning set forth in the recitals.

“ Third Party Transaction Taxes ” means all liabilities relating to Taxes of any third party, including any Parent shareholder, for which any Parent Group or Prothena Group member, as the case may be, is or becomes liable, resulting from, or arising in connection with, the failure of the Prothena Transfer and Distribution to qualify for Tax-Free Treatment, including any liability of Parent under applicable securities laws relating to the failure of the Transactions to qualify for Tax-Free Treatment.

“ Transaction Document ” means any document executed by Parent and/or Prothena, as the case may be, in connection with the Transactions, including this Agreement, the Demerger Agreement and the Representation Letter.

“ Transaction Taxes ” means all U.S. federal, state and local income and franchise Taxes and any Irish Taxes of any Parent Group member or Prothena Group member, as the case may be, resulting from, or arising in connection with, the failure of any of the Prothena Transfer and the Distribution to qualify for Tax-Free Treatment.

“ Transactions ” means the Prothena Transfer and Distribution, as contemplated by the Demerger Agreement and other relevant documents.

“ Transfer Taxes ” means any stamp, sales, use, gross receipts, value added, goods and services, harmonized sales, land transfer or other transfer Taxes imposed in connection with, or that are otherwise related to, the Transactions. For the avoidance of doubt, “Transfer Taxes” shall not include any income or franchise Taxes payable in connection with the Transactions or Taxes in lieu of any such income or franchise Taxes.

“ Unqualified Opinion ” means an opinion obtained by Prothena (at its sole expense), in form and substance satisfactory to Parent, providing that the completion of a proposed action by the Prothena Group (or, in each case, any member thereof) prohibited by Section 4.02(b) or (c) below would not affect the Tax-Free Treatment. Any Unqualified Opinion shall be delivered by nationally recognized U.S. tax counsel or Irish tax counsel acceptable to Parent, as applicable, and Parent shall use its reasonable best efforts to determine whether such Unqualified Opinion is reasonably satisfactory to Parent within 30 Business Days of the receipt of such Unqualified Opinion by Parent.

-6-

“ VAT ” means value added Tax payable or recoverable pursuant to the VATCA.

“ VAT Group ” has the meaning set forth in Section 3.03(a).

“ VATCA ” means the Value-Added Tax Consolidation Act, 2010 of Ireland.

ARTICLE II

ALLOCATION OF TAXES

Section 2.01 Ordinary Course Taxes .

(a) Except as provided in Sections 2.02 and 2.03 below, Parent shall indemnify each Prothena Group member against, and hold it harmless from, all Parent Group Taxes.

(b) Except as provided in Sections 2.02 and 2.03 below, each Prothena Group member, jointly and severally, shall indemnify each Parent Group member against, and hold it harmless from, all Prothena Group Taxes (including Taxes payable upon the completion of a Tax Contest, as provided in Section 5.02).

(c) If, with respect to any Prothena Group Tax, the Parent Group (or any member thereof) subsequently receives (or realizes) a Refund, it shall remit to Prothena, within 30 days, the amount of such Refund net of any Taxes or other expenses incurred by the Parent Group (or any member thereof) in connection with the Refund.

(d) Except as provided in Section 2.01(e) below, if, with respect to any Parent Group Tax, the Prothena Group (or any member thereof) subsequently receives (or realizes) a Refund, it shall remit to Parent, within 30 days, the amount of such Refund net of any Taxes or other expenses incurred by the Prothena Group (or any member thereof) in connection with the Refund.

(e) The Prothena Group, except to the extent not permitted by law, shall elect to forego, and/or shall not claim, carrybacks of any Tax Attributes of the Prothena Group to a Pre-Closing Period. For the avoidance of doubt, the Prothena Group shall have no claim against the Parent Group (whether pursuant to the terms of this Agreement or otherwise) to the extent that any Tax Attributes of the Prothena Group available to the Prothena Group as of the Closing Date are subsequently determined to be invalid or are otherwise not available to any Prothena Group member.

Section 2.02 Transaction Taxes .

(a) Subject to the relative fault provision in Section 2.02(c) below, each Prothena Group member, jointly and severally, shall indemnify each Parent Group member against, and hold it harmless from, any Transaction Taxes and Third Party Transaction Taxes attributable to:

-7-

(i) any inaccurate representation of fact, plan or intent made by Prothena in Section 4.01 of this Agreement or in the Representation Letter; and

(ii) any action or omission by Prothena or any of its Affiliates in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Parent in this Agreement or the Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part.

(b) Subject to the relative fault provision in Section 2.02(c) below, Parent shall indemnify each Prothena Group member against, and hold it harmless from, any Transaction Taxes and Third Party Transaction Taxes attributable to:

(i) any inaccurate representation of fact, plan or intent made by Parent in Section 4.01 of this Agreement or in the Representation Letter; and

(ii) any action or omission by Parent or any of its Affiliates in the Post-Distribution Period, other than any action or omission (x) contemplated under any Transaction Document, or (y) that was taken or omitted in reliance upon any representation, warranty or covenant made by Prothena in this Agreement or the Representation Letter to the extent such representation or warranty is incorrect or such covenant was breached, in whole or in relevant part.

(c) If the liability for any Transaction Taxes or Third Party Transaction Taxes arises as a result of or is attributable to (i) any inaccurate representation or any act or omission set forth in Section 2.02(a) above and (ii) any other factor or cause that independently or together with the factors or causes set forth in clause (i) above contributes to (or results in) a liability for Transaction Taxes, then such liability for Transaction Taxes and Third Party Transaction Taxes shall be shared by the Parent Group and the Prothena Group according to relative fault.

(d) The party liable for any Transaction Taxes shall be entitled to any Refund of such Transaction Taxes, and, if another party subsequently receives (or realizes) any such Refund, such party shall, within 30 days, remit the amount of such Refund, net of any Taxes incurred by such party (or any member of its group) in connection with such Refund, to the party entitled to such Refund under this Agreement.

Section 2.03 Transfer Taxes .

(a) The Parent Group shall be liable for any Transfer Taxes, except to the extent that such liability would not have arisen but for a voluntary transaction, action or omission carried out, effected or made by any Prothena Group member at any time after the Demerger. The parties shall cooperate in good faith to minimize the amount of any Transfer Taxes and obtain any Refunds thereof.

(b) Without prejudice to the generality of Section 2.03(a) above, Parent shall indemnify Prothena against, and hold it harmless from, any liability for any Irish stamp duty which Prothena is properly required to pay if it shall be determined that section 80 of the SDCA

-8-

did not apply to the transfer of the shares in Neotope Biosciences Limited pursuant to the Prothena Transfer, except to the extent that such liability would not have arisen but for a voluntary transaction, action or omission carried out, effected or made by any Prothena Group member at any time after the Demerger.

(c) In the case of any Transfer Taxes which have given rise to a claim by the Prothena Group under Section 2.03(a) or (b), if the Prothena Group subsequently receives a Refund of any such Transfer Taxes, Prothena shall remit, within 30 days, to Parent the Refund received by the Prothena Group net of Taxes or other expenses incurred by the Prothena Group in connection with the Refund.

Section 2.04 Entitlement to Tax Attributes .

Prothena shall procure that each Prothena Group member shall make such surrenders of Irish Group Relief in respect of any accounting period beginning on or before the Closing Date to any Parent Group member as Parent may, in its sole discretion, direct, provided always that Prothena shall be under no obligation to procure that the Prothena Group make any surrender of Irish Group Relief to the extent that such surrender cannot lawfully be made. Prothena shall procure that each Prothena Group member, and Parent shall procure that each Parent Group member, shall use all reasonable endeavours to procure that full effect is given to the surrenders to be made pursuant to this Section 2.04 and that such surrenders are allowed in full by the Irish Revenue Commissioners and (without prejudice to the generality of the foregoing) shall, at each party’s own cost, sign and submit to the Irish Revenue Commissioners all such Tax returns and other documents as may be necessary to secure that full effect is given to this Section 2.04. For the avoidance of doubt, no payment shall be made by any Parent Group member to any Prothena Group member in respect of any surrender made pursuant to this Section 2.04.

Section 2.05 Additional Costs .

Each Party shall be entitled to indemnification for Additional Costs related to any indemnity payment under this Agreement.

ARTICLE III

TAX RETURN FILING AND PAYMENT OBLIGATIONS

Section 3.01 Tax Return Preparation and Filing .

(a) Subject to Section 3.03, Parent shall prepare and file, or shall cause to be prepared and filed, all Joint Returns required to be filed under applicable Tax law after the date hereof (including any Joint Returns required to be filed for the taxable period in which the Transactions occur), and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Joint Returns; provided that Prothena shall (i) provide Parent, within 15 days of its request, with all information requested by Parent for purposes of calculating the Prothena Group’s items of income, gain, loss, deduction or expense to be reported on any such Joint Return, and (ii) pay to Parent the Prothena Group’s share, if any, of any Tax liability reported on such Joint Return,

-9-

within five days of Parent’s delivery of a reasonably detailed calculation of such Tax liability, which calculation shall be made by the Parent Group in accordance with its past practices. Subject to Section 3.02, Prothena shall prepare and file, or shall cause to be prepared and filed, all Prothena Separate Returns required to be filed under applicable Tax law after the date hereof, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Prothena Separate Returns.

(b) Except as required by any Transaction Document, Prothena shall not cause or permit any Prothena Group member to take any action on the Closing Date other than in the ordinary course of business, including the sale of any assets, distribution of any dividend or making of any Tax election.

Section 3.02 Treatment of Transactions and Reporting Obligations .

The parties shall report the Transactions for all applicable Tax purposes in a manner consistent with the Tax Opinions, unless, and then only to the extent, an alternative position is required pursuant to a Final Determination. Parent shall determine the Tax reporting of any issue relating to the Transactions that is not covered by the Tax Opinion. The parties shall comply (and cause their subsidiaries to comply) with all applicable reporting requirements of U.S. Treasury Regulation Section 1.368-3.

Section 3.03 VAT .

(a) Parent shall procure that, effective as of the Closing Date, Neotope Biosciences and Onclave shall cease to be members of a group within the meaning of section 15 of the VATCA in respect of which any Parent Group member is also a member (a “ VAT Group ”).

(b) Prothena shall procure that Neotope Biosciences or Onclave, as appropriate, pay to Parent (or to such Parent Group member as Parent may direct) the appropriate Prothena Group member’s share, if any, of any VAT liability for which any Parent Group member is liable in respect of the VAT due on supplies by Neotope Biosciences or Onclave for a Straddle Period, and such payment shall be made within 5 days of Parent’s delivery of a reasonably detailed calculation of such VAT liability, which calculation shall be made by the Parent Group in accordance with its past practices. Parent shall prepare and file, or shall cause to be prepared and filed, any Tax return required to be filed under applicable Tax law by any VAT Group in respect of a Straddle Period, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax return.

ARTICLE IV

TAX-FREE TREATMENT OF DISTRIBUTION & RELATED TRANSACTIONS

Section 4.01 Representations .

(a) Parent represents and warrants that, as of the Closing Date, (i) the Transaction Documents, including all statements in the Transaction Documents by or about the

-10-

Prothena Group, are true, correct and complete in all material respects, and Parent knows of no other facts that could cause any Transaction to fail to qualify for Tax-Free Treatment, and (ii) it has no plan or intention to take any action inconsistent with the Representation Letter or any covenant of any Parent Group member set forth in any Transaction Document.

(b) Prothena represents and warrants that, as of the Closing Date, (i) all statements in the Transaction Documents by or about the Prothena Group, and any member thereof, are true, correct and complete in all material respects, and Prothena knows of no other facts that could cause any Transaction to fail to qualify for Tax-Free Treatment, and (ii) it has no plan or intention to take any action inconsistent with the Representation Letter or any covenant of any Prothena Group member set forth in any Transaction Document.

Section 4.02 Covenants .

(a) During the Restricted Period, (i) neither Parent nor any of its Affiliates (or any officers or directors acting on behalf of Parent or any of its subsidiaries, or any Person acting with the implicit or explicit permission of any such officers or directors) shall take or fail to take any action if such action (or the failure to take such action) would (x) be inconsistent with any covenant, representation or statement made by, Parent or any of its Affiliates in the Representation Letter or in any Transaction Document, or (y) prevent, or be reasonably likely to prevent, the Transactions (or any portion thereof) from qualifying for Tax-Free Treatment; and (ii) none of Prothena or any of its Affiliates (or any officers or directors acting on behalf of Prothena or any of its subsidiaries, or any Person acting with the implicit or explicit permission of any such officers or directors) shall take or fail to take any action if such action (or the failure to take such action) would (x) be inconsistent with any covenant, representation or statement made by, Prothena or any of its Affiliates in the Representation Letter or in any Transaction Document, or (y) prevent, or be reasonably likely to prevent, the Transactions (or any portion thereof) from qualifying for Tax-Free Treatment.

(b) Without limiting the generality of the foregoing, during the Restricted Period and subject to Section 4.02(d), neither Prothena nor any of its Affiliates (or any officers or directors acting on behalf of Prothena or any of its subsidiaries, or any Person acting with the implicit or explicit permission of any such officers or directors) shall:

(i) merge or consolidate Prothena with any other Person, or liquidate or partially liquidate Prothena;

(ii) cause or permit Prothena to be treated as other than a corporation for U.S. federal income Tax purposes;

(iii) discontinue, sell, transfer or cease to maintain the Active Trade or Business (including by failing to make reasonable efforts to pursue opportunities to perform research and development services for unrelated parties with whom Prothena or any of its subsidiaries is otherwise collaborating), or engage in any transaction that could result in Prothena ceasing to be engaged in the Active Trade or Business;

(iv) redeem, repurchase or otherwise acquire any outstanding Prothena Capital Stock;

-11-

(v) issue any shares of Prothena Capital Stock, other than shares of Prothena Capital Stock issued in the Equity Investment and to employees of the Prothena Group as compensation for services;

(vi) amend, terminate or fail to enforce the terms of any proxy agreement entered into between Parent and Prothena with respect to the voting of Parent’s shares of Prothena Capital Stock;

(vii) take any action that permits a proposed acquisition of Prothena Capital Stock to occur by means of an agreement to which Prothena is a party, including by (x) soliciting any Person to make a tender offer for, or otherwise acquire or sell, Prothena Capital Stock (other than the Equity Investment and shares of Prothena Capital Stock issued to employees of the Prothena Group as compensation for services) or approving or otherwise permitting any such transaction, (y) participating in or otherwise supporting any unsolicited tender offer for, or other unsolicited acquisition or disposition of, Prothena Capital Stock or approving or otherwise permitting any such transaction, or (z) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any proposed acquisition of Prothena Capital Stock; or

(viii) without duplication for Section 4.02(b)(iii), sell, transfer or otherwise cease to be the beneficial owner of the shares of Neotope Biosciences acquired by Prothena pursuant to the Prothena Transfer.

(c) To the extent that, as a result of a subsequent amendment to the Code and/or the U.S. Treasury Regulations, any action or a failure to take any action by a Parent Group member or a Prothena Group member could affect any Transaction’s qualification for Tax-Free Treatment, then the covenants contained in Section 4.02(a)(i)(y) and in Section 4.02(a)(ii)(y) shall automatically be deemed to incorporate by reference such actions and the failure to take such actions, and the Prothena Group shall comply with the requirements of the relevant amendment through the end of the Restricted Period; provided , however , that, for the avoidance of doubt, no such action or failure to take any such action before the date the relevant amendment is enacted shall constitute a breach of such Sections to the extent such actions or failure to take such actions would not have otherwise constituted a breach of such Sections before such date.

(d) For the avoidance of doubt, neither the Prothena Group nor any of its Affiliates shall take any action prohibited by Section 4.02(b) or Section 4.02(c), unless (i) Parent receives prior written notice describing the proposed action in reasonable detail, and (ii) the Prothena Group delivers to Parent an Unqualified Opinion and Parent, in its reasonable discretion, which discretion shall be exercised in good faith solely to preserve the Tax-Free Treatment, provides its written consent permitting the proposed action. Parent’s obligation to cooperate in connection with the Prothena Group’s delivery of an Unqualified Opinion is as expressly set forth in Section 5.06(b) below. For the avoidance of doubt, the Parent Group’s right to indemnification for Transaction Taxes shall be determined without regard to whether the Prothena Group satisfies any or all of the requirements of this Section 4.02(d).

-12-

(e) After the Distribution, each of Prothena and its Affiliates shall maintain its books and records for financial reporting and, to the extent applicable, U.S. federal income Tax purposes using the accrual method of accounting.

ARTICLE V

TAX CONTESTS; INDEMNIFICATION; COOPERATION

Section 5.01 Notice .

Within 30 days after a party (the “ Indemnitee ”) becomes aware of the existence of a Tax Contest that may give rise to an indemnification claim by it against another party under this Agreement (each such party, an “ Indemnifying Party ”), the Indemnitee shall promptly notify the Indemnifying Parties of the Tax Contest, and thereafter shall promptly forward or make available to the Indemnifying Parties copies of all notices and communications with a Taxing Authority solely to the extent relating to such Tax Contest; provided , however , that any delay on the part of the Indemnitee in notifying the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Parties are actually prejudiced thereby.

Section 5.02 Control of Tax Contests .

Parent shall have the right to (i) contest, compromise or settle any adjustment or deficiency proposed or asserted with respect to any Tax liability with respect to a Joint Return or any Irish stamp duty liability which Prothena is required to pay if it shall be asserted that section 80 of the SDCA did not apply to the transfer of the shares in Neotope Biosciences pursuant to the Prothena Transfer, and (ii) file, prosecute, compromise or settle any Adjustment Request (and determine the manner in which any Refund shall be received) with respect to any Tax addressed in clause (i) immediately above; provided that, to the extent a Tax Contest solely relates to Transaction Taxes with respect to which the Prothena Group could be liable under Section 2.02(a), Parent shall reasonably consult with the Prothena Group with respect to Parent’s defense and control of such Tax Contest.

Section 5.03 Indemnification Payments .

An Indemnitee shall be entitled to make a claim, including, for the avoidance of doubt, any claim for Third Party Transaction Taxes, for payment pursuant to this Agreement at the time the Indemnitee determines that it is entitled to such payment. The Indemnitee shall provide to the Indemnifying Parties notice of such claim within 30 days of the date on which it first determines that it is entitled to claim such payment, including a description of such claim and a detailed calculation of the amount of the indemnification payment that is claimed; provided , however , that any delay on the part of the Indemnitee in notifying the Indemnifying Parties shall not relieve the Indemnifying Parties from any obligation hereunder unless (and then solely to the extent) the Indemnifying Parties are actually prejudiced thereby. Unless the Indemnifying Parties reasonably dispute their liability for, or the amount of, an indemnity payment, such parties shall make the claimed payment to the Indemnitee within 10 days after receiving notice of (i) the Indemnitee’s payment of a Tax for which the Indemnifying Parties are liable under this Agreement, or (ii) a Final Determination which results in the Indemnifying Parties becoming obligated to make a payment to the Indemnitee under this Agreement.

-13-

Section 5.04 Interest on Late Payments .

With respect to any indemnification payment (including any disputed payment that is ultimately required to be paid) not made by the due date for payment set forth in this Agreement, interest shall accrue at a rate of 2% above EURIBOR for the period from the date falling 30 Business Days after the due date to the date of actual payment.

Section 5.05 Treatment of Indemnity Payments .

Except for any payment of interest under Section 5.04 and in the absence of a Final Determination to the contrary, any amount payable with respect to any Tax under this Agreement shall, to the extent permitted under applicable Tax law, be treated as occurring immediately prior to the Transactions, as an inter-company distribution or a contribution to capital, as the case may be. Notwithstanding the foregoing, the amount of any indemnity payment under this Agreement shall be (i) decreased to take into account any Tax benefit actually realized by the Indemnitee (or an Affiliate thereof) arising from the incurrence or payment of the relevant indemnified item, and (ii) increased to take into account any Tax cost actually incurred by the Indemnitee (or an Affiliate thereof) arising from the receipt of the relevant indemnity payment. Any indemnity payment will initially be made without regard to this Section 5.05 and will be reduced or increased to reflect any applicable Tax benefit or Tax cost, as the case may be, within 30 days after the Indemnitee (or an Affiliate thereof) actually realizes such Tax benefit or incurs such Tax cost by way of a Refund, an increase in Taxes or otherwise. In the event of a Final Determination relating to the Indemnitee’s (or its Affiliate’s) incurrence or payment of an indemnified item and/or receipt of an indemnity payment pursuant to this Section 5.05, the Indemnitee will, within 30 days of such Final Determination, provide the other parties with notice thereof and supporting documentation addressing, in reasonable detail, the amount of any reduction or increase in Taxes of the Indemnitee (or its Affiliate) resulting from such Final Determination, and the parties will promptly make any payments necessary to reflect the relevant reduction or increase in Tax liability.

Section 5.06 Cooperation .

(a) Pursuant to this Agreement, each member of the Parent Group and the Prothena Group shall cooperate fully with all reasonable requests from the other parties in connection with the preparation and filing of Tax Returns and Adjustment Requests, the resolution of Tax Contests and any other matters covered herein. If any parties fail to comply with any of their obligations set forth in this Section 5.06(a), and such failure results in the imposition of additional Taxes, the nonperforming parties shall be liable for such additional Taxes.

(b) In connection with the foregoing, Parent shall, at Prothena’s sole expense, reasonably cooperate with Prothena, upon its written request, in connection with obtaining an Unqualified Opinion; provided , however , that Parent’s cooperation shall not affect the Parent Group’s indemnity obligation for Taxes under this Agreement, decrease in any respect the Prothena Group’s indemnity obligation for Taxes under this Agreement, or cause any member of the Parent Group to have any liability to any third party.

-14-

Section 5.07 Confidentiality .

Any information or document provided under this Agreement shall be kept confidential by the recipient parties, except as may otherwise be necessary in connection with the filing of any Tax Return or the resolution of any Tax Contest. In addition, if Parent or Prothena determines that providing any information or document could be commercially detrimental, violate any law or agreement or waive any privilege, the parties shall use their reasonable best efforts to permit compliance with the obligations under this Agreement in a manner that avoids any such harm or consequence.

ARTICLE VI

DISPUTE RESOLUTION

Section 6.01 Tax Disputes .

The parties shall endeavor, and shall cause their respective Affiliates to endeavor, to resolve in good faith all disputes arising in connection with this Agreement. The parties shall negotiate in good faith to resolve any Tax Dispute within 30 days. Upon written notice by a party after such 30-day period, the matter will be referred to a U.S. tax counsel or other tax advisor of recognized national standing (the “ Tax Advisor ”) that will be jointly chosen by Parent and Prothena; provided , however , that, if Parent and Prothena do not agree on the selection of the Tax Advisor after 10 days of good faith negotiation, their respective U.S. or Irish tax counsel or other advisors of recognized national standing shall select a mutually acceptable Tax Advisor within the following 10-day period. The Tax Advisor may, in its discretion, obtain the services of any third party necessary to assist the Tax Advisor in resolving the Tax Dispute. The Tax Advisor shall furnish written notice to the Companies of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 90 days after acceptance of the matter for resolution. Any such resolution by the Tax Advisor shall be binding on the parties, and the parties shall take, or cause to be taken, any action necessary to implement such resolution. All fees and expenses of the Tax Advisor shall be shared equally by Parent and the Prothena Group. If the parties are unable to find a Tax Advisor willing to adjudicate the Tax Dispute and whom the parties, acting in good faith, find acceptable (under the standards set forth in this Section 6.01), (i) the Tax Dispute will be submitted for mediation, and (ii) if the Tax Dispute is not resolved in mediation, either party will have the right to commence litigation, in a manner consistent with Clause 30 of the Demerger Agreement. If any dispute regarding the preparation of a Tax Return is not resolved before the due date for filing such return, the return shall be filed in the manner deemed correct by the party responsible for filing the return without prejudice to the rights and obligations of the parties hereunder; provided that the preparing party shall file an amended Tax Return, within 10 days after the completion of the process set forth in this Section 6.01, reflecting any changes made in connection with such process.

-15-

ARTICLE VII

MISCELLANEOUS

Section 7.01 Authorization .

Each party hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of such party, and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding on such party.

Section 7.02 Expenses .

Except as otherwise provided in this Agreement or any other Transaction Document, each party will bear its own expenses in connection with the matters addressed herein.

Section 7.03 Entire Agreement .

This Agreement and the other Transaction Documents, including any related annexes, schedules and exhibits, as well as any other agreements and documents referred to herein and therein, will together constitute the entire agreement between the parties with respect to the subject matter hereof and thereof and will supersede all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such subject matter.

Section 7.04 Governing Law .

This Agreement is governed by and shall be construed in accordance with the laws of Ireland. The courts of Ireland are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, arising out of or in connection with this Agreement. Any proceeding, suit or action arising out of or in connection with this Agreement or the negotiation, existence, validity or enforceability of this Agreement (“ Proceedings ”) shall be brought only in the courts of Ireland. Each of the Companies waives (and agrees not to raise) any objection, on the ground of forum non conveniens or on any other ground, to the taking of Proceedings in the courts of Ireland. Each Party also agrees that a judgment against such party in Proceedings brought in shall be conclusive and binding upon such party and may be enforced in any other jurisdiction. Each of the Companies irrevocably submits and agrees to submit to the jurisdiction of the courts of Ireland.

Section 7.05 Notice .

All notices, requests, permissions, waivers and other communications hereunder will be in writing and will be deemed to have been duly given (i) five Business Days following sending by registered or certified mail, postage prepaid, (ii) when sent, if sent by facsimile; provided that the facsimile transmission is promptly confirmed by telephone, (iii) when

-16-

delivered, if delivered personally to the intended recipient, and (iv) one Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a party at the following address for such party:

If to Parent:

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2

Ireland

Tel.: +353 1 709 4000

Fax: +353 1 709 4713

Attention: William F. Daniel, Company Secretary

with a copy to (which shall not constitute notice):

A&L Goodbody

International Financial Services Centre

North Wall Quay

Dublin 1

Tel.: +353 1 649 2000

Fax: +353 1 649 2649

Attention: John Given/Darragh O’Dea

and

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

USA

Tel.: +1 212 504 6000

Fax: + 212 504 6666

Attention: Christopher T. Cox

If to Prothena:

Prothena Corporation plc

650 Gateway Boulevard

South San Francisco

CA 94080

U.S.A.

Tel.: +1 650-837-8550

Fax: + 2 650-837-8560

Attention: Dale Schenk, CEO

-17-

with a copy to (which shall not constitute notice):

Prothena Corporation plc

25-28 North Wall Quay

Dublin 1

Ireland

Tel.: +353 1 649 2000

Fax: +353 1 649 2649

Attention: John Given

or to such other address(es) as will be furnished in writing by any such party to the other party in accordance with the provisions of this Section 7.05. Any notice to Parent will be deemed notice to all members of the Parent Group and any notice to Prothena will be deemed notice to all members of the Prothena Group.

Section 7.06 Priority of Agreements .

If there is a conflict between any provision of this Agreement and a provision in another Transaction Document, the provision of this Agreement will control, unless specifically provided otherwise in this Agreement or in the applicable Transaction Document.

Section 7.07 Amendments and Waivers .

(a) This Agreement may be amended and any provision of this Agreement may be waived; provided that any such amendment or waiver will be binding upon a party only if such amendment or waiver is set forth in a writing executed by such party. No course of dealing between or among any Persons having any interest in this Agreement will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party hereto under or by reason of this Agreement.

(b) No delay or failure in exercising any right, power or remedy hereunder will affect or operate as a waiver thereof; nor will any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that any party hereto would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in this Section 7.07(b) and will be effective only to the extent in such writing specifically set forth.

Section 7.08 Termination .

This Agreement shall automatically terminate, without further action by any party hereto, upon the termination of the Demerger Agreement if such termination occurs prior to the Distribution. If terminated, no party will have any liability of any kind to the other parties or any other Person on account of the termination or otherwise with respect to this Agreement.

-18-

Section 7.09 No Third Party Beneficiaries .

Except as otherwise provided in the indemnification provisions contained herein, this Agreement is solely for the benefit of the parties hereto and does not confer on third parties (including any employees of any member of the Parent Group or the Prothena Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement.

Section 7.10 Assignability .

No party will assign its rights or delegate its duties under this Agreement without the written consent of the other parties, except that any party may assign its rights or delegate its duties under this Agreement to an Affiliate; provided that such assigning party agrees in writing to be bound by the terms and conditions contained in this Agreement , and provided , further , that the assignment or delegation will not relieve any party of its indemnification obligations or obligations in the event of a breach of this Agreement. Except as provided in the preceding sentence, any attempted assignment or delegation will be void.

Section 7.11 Enforcement .

The parties agree that irreparable damage would occur to Parent and Prothena in the event that any provision of this Agreement were not performed in accordance with the terms hereof. The parties agree that Parent and Prothena shall be entitled to injunctive relief to prevent any breach of this Agreement and to enforce specifically the terms and provisions hereof, such remedy being in addition to any other remedy to which a party may be entitled at law or in equity.

Section 7.12 Survival .

All Sections of this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time (except to the extent any Sections expressly provide for an earlier date, in which case, as of such date).

Section 7.13 Construction .

The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. The use of the words “include” or “including” in this Agreement will be by way of example rather than by limitation. The use of the words “or,” “either” or “any” will not be exclusive. The parties have participated jointly in the negotiation and drafting of this Agreement, and the parties acknowledge that, in the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement or any other Transaction Document, any provision herein which contemplates the agreement, approval or consent of, or exercise of

-19-

any right of, a party, such party may give or withhold such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the parties hereto hereby expressly disclaiming any implied duty of good faith and fair dealing or similar concept.

Section 7.14 Severability .

The parties agree that (i) the provisions of this Agreement shall be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (ii) any such invalid, void or otherwise unenforceable provisions shall be replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (iii) the remaining provisions shall remain valid and enforceable to the fullest extent permitted by Applicable Law.

Section 7.15 Counterparts .

This Agreement may be executed in multiple counterparts (any one of which need not contain the signatures of more than one party), each of which will be deemed to be an original but all of which taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, will be treated in all manner and respects as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party, the other parties will re-execute original forms thereof and deliver them to the requesting party. No party will raise the use of a facsimile machine or other electronic means to deliver a signature or the fact that any signature was transmitted or communicated through the use of facsimile machine or other electronic means as a defense to the formation of a Contract and each such party forever waives any such defense.

Section 7.16 Successors .

For the avoidance of doubt, for all purposes of this Agreement, a party shall be subject to all of the restrictions and obligations, and shall have all of the rights, of such party’s predecessor.

-20-

IN WITNESS whereof this Agreement has been duly executed as a deed by the parties to it on the date set out at the beginning of this Agreement.

GIVEN UNDER THE COMMON SEAL

of ELAN CORPORATION, PLC

in the presence of:

Signature of Director

Signature of Director/Secretary

GIVEN UNDER THE COMMON SEAL

of PROTHENA CORPORATION PLC

in the presence of:

Signature of Director

Signature of Director/Secretary

Exhibit 10.2

DATED [ ] 2012

Elan Corporation Plc

and

Prothena Corporation Plc

TRANSITIONAL SERVICES AGREEMENT

CONTENTS


1.	INTERPRETATION	1
2.	SERVICES TO BE PROVIDED	5
3.	WARRANTIES	6
4.	PERSONNEL	6
5.	DURATION	6
6.	SERVICE FEES	6
7.	TRANSITIONAL SERVICES CHANGE MANAGEMENT	7
8.	INTELLECTUAL PROPERTY	7
9.	DATA PROTECTION	7
10.	TERMINATION	8
11.	EFFECT OF TERMINATION	9
12.	LIABILITY	9
13.	AUDIT ACCESS	9
14.	CONFIDENTIALITY	9
15.	FORCE MAJEURE	10
16.	ENTIRE AGREEMENT	10
17.	ASSIGNMENT	10
18.	SUB-CONTRACTING	10
19.	NO PARTNERSHIP	10
20.	VARIATION	10
21.	SEVERABILITY	10
22.	WAIVER	11
23.	EXPENSES	11
24.	NOTICES	11
25.	DISPUTE ESCALATION PROCEDURE	11
26.	NON SOLICITATION	12
27.	COUNTERPARTS	12
28.	GOVERNING LAW AND JURISDICTION	12

SCHEDULE 1 – Transitional Services

SCHEDULE 2 – Service Fees

SCHEDULE 3 – Transitional Services Committee

SCHEDULE 4 – Premises

THIS AGREEMENT is made the day of 2012 (the “ Effective Date ”).

BETWEEN:

(1)

Elan Corporation Plc , a public limited company incorporated in Ireland (registered number 30356) having its registered office is at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“ Elan ”);

(2)

Prothena Corporation Plc , a public limited company incorporated in Ireland (registered number 518146) having its registered office is at 25-28 North Wall Quay, Dublin 2 (“ Prothena ”)

(each a “ Party ” and together the “ Parties ”).

WHEREAS:

A.	Elan entered into a demerger agreement with Prothena dated [ ] 2012 (the “ Demerger Agreement ”), pursuant to which the Prothena Business (as defined in the Demerger Agreement) will be separated from Elan and transferred to Prothena.

B.	In accordance with the Demerger Agreement, Elan has agreed to provide to Prothena certain transition services for specified periods following Completion (as defined in the Demerger Agreement), as set forth in Part A of Schedule 1.

C.	Elan desires to purchase from Prothena, and Prothena desires to provide to Elan certain transition services for specified periods following Completion as set forth in Part B of Schedule 1.

NOW IT IS HEREBY AGREED as follows:

1.	INTERPRETATION

1.1.	Definitions

In this Agreement the following terms shall have the meanings specified below:

Affiliate means, in relation to either party, any company which is for the time being a holding company of that party or a subsidiary of that party or of any such holding company (as defined in Section 155 of the Companies Act 1963 (as amended)).

Agreement means this agreement and the schedules hereto;

Applicable Law means any Irish, U.S. federal, state, local or other foreign statute, enactment, ordinance, order, regulation, guidance or other similar instrument (including building codes and local authority byelaws) which relate to the provision or receipt of the Transitional Services or otherwise relate to the performance of this Agreement;

Background Intellectual Property Rights means any Intellectual Property Rights owned by or licensed to either Party and used by that Party in the provision of the Transitional Services;

Breaching Party has the meaning set forth in clause 10.3;

Business Day means 9am to 5.30pm on any day that is not a Saturday or a Sunday or public holiday, on which the banks are generally open for business in Ireland and New York City, New York, United States;

Completion has the meaning given to it in the Demerger Agreement;

Computer Systems means the computer equipment, software, ancillary equipment, communications equipment, operating software, routers, hubs, servers, micro processors, firmware and any equipment or systems containing, controlled or affected by any of the foregoing and used by either Party in the supply of the Transitional Services;

Confidential Information means any information which might fairly be considered to be of a confidential nature including commercial, business, financial, technical, operational, administrative, marketing, economic or other information or data (including trade secrets, know-how, customer and supplier details, new products, prices, strategy, marketing, business opportunities and future plans) in whatever form supplied or received (whether in oral, written, magnetic, electronic, digital or any other form) relating to the business and/or the affairs of either Party which is directly or indirectly disclosed or made available in connection with this Agreement by either Party, or on either Party’s behalf, to the other Party and/or any of the other Party’s directors, officers, employees, advisers or consultants before or after the date of this Agreement;

Continuing Affiliate means any Affiliate of Elan that will continue to be an Affiliate of Elan following Completion;

Data Protection Law means the Data Protection Acts 1988 and 2003 or any other similar Applicable Law and where Data Controller, Data Processor and Personal Data or Processing are referred to in this Agreement they shall have the respective meanings set out in the Data Protection Law;

Demerger Agreement has the meaning given to it in the Recitals

Effective Date means the date of Completion;

Elan has the meaning set forth in the Recitals;

Elan Services Fees has the meaning given to it in Clause 6;

Elan Services means the services to be provided by Elan to Prothena under this Agreement as set out in Part A of Schedule 1 (which for the avoidance of doubt include the IT Services).

Force Majeure means in relation to any Party, any circumstances beyond the reasonable control of that Party involving war, insurrection, riot, civil commotion, acts of terrorism, act of God, market closure (which is not in the ordinary course of business), fire, water damage, explosion, mechanical breakdown, any law, decree, regulation or order of any government or governmental body (including any court or tribunal), any material interruption in telecommunications, Internet or utilities services, in each case which is beyond the affected Party’s reasonable control and which actually prevents, hinders or delays such Party from performing its obligations under this Agreement;

Good Industry Practice means, in relation to any undertaking and any circumstances, the exercise of the skill, diligence, and prudence which would be expected from a reasonably skilled and experienced person engaged in the same type of undertaking in the same industry sector;

Initiating Party has the meaning given in clause 10.3;

Intellectual Property Right means any trade mark, service mark, trade name, mask work, invention, discoveries, concepts, ideas and improvements to existing technology, patent, patent application, trade secret, copyright, know-how, data, proprietary information, processes, procedure, protocol, techniques, designs, formulae, products, compounds, compositions, material, technologies, apparatus, devices, assays, screens, Internet domain names, trade dress and general intangibles of like nature (together with goodwill), customer lists, confidential information, licences, software, databases and compilations including any and all collections of data and all documentation thereof (including any registrations or applications for registration of any of the foregoing) all rights in or to any of the foregoing and any other similar type of proprietary intellectual property rights and “ Intellectual Property ” shall be construed accordingly;

IT Services means the IT services more particularly described in Part A of Schedule 1;

IT Services Agreement means any agreement to be entered into by Elan with a third party for the provision of the whole or part of the IT Services;

Nominated Representatives means the representative of each of the Parties for the purposes of this Agreement identified in Schedule 3;

Party has the meaning given in the Recitals;

Personal Data has the meaning given to it under the applicable Data Protection Law;

Personnel means those employees and other personnel of either Party, allocated by such Party to provide the Transitional Services or otherwise to be involved in the performance of this Agreement, including the Nominated Representatives;

Premises means the premises identified in Schedule 4;

Proceedings shall have the meaning given in clause 28.2;

Prothena Business has the meaning given to it in the Demerger Agreement;

Prothena Services Fees has the meaning given to it in clause 6;

Prothena Services means the services to be provided by Prothena and its Affiliates to Elan as set out in Part B of Schedule 1;

Provider means (i) Elan or its Affiliates, as applicable, with respect to the Elan Services and (ii) Prothena or its Affiliates, as applicable, with respect to the Prothena Services;

Service Fees means the fees to be paid for the Transitional Services pursuant to clause 6 as more particularly set out in Schedule 2;

Service Recipient means (i) Prothena or its Affiliates with respect to the Elan Services and (ii) Elan or any Continuing Affiliate with respect to the Prothena Services;

Service Tax or Service Taxes means sales, use, VAT (as defined below), ad volorem, transfer, recording, service, service use, and other similar taxes, fees, premiums, assessments or charges imposed or collected by any governmental entity or political subdivision thereof, together with any related interest and any penalties, additions to such tax or additional amounts imposed with respect thereto by such governmental entity or political subdivision;

Service Term means, in respect of each Transitional Service, the period from the date on which the Transitional Service is scheduled to commence and on which the Transitional Service (or part of a Transitional Service) is provided during the Term as set out in Schedule 1, or if earlier, the date on which the Transitional Service is terminated in accordance with Clause 10;

Transitional Services means either or both of the Elan Services and the Prothena Services, as the context so requires and “ Transitional Service ” shall be construed accordingly;

Transitional Services Commencement Date means the date of Completion;

Transitional Services Management Committee means the committee to be established by the Parties pursuant to clause 7;

Term has the meaning given in clause 5; and

VAT means Value Added Tax.

1.2.	Interpretation Generally

1.2.1.

Any reference to any statute, statutory provision or to any order or regulation shall be construed as a reference to that statute, provision, order or regulation as extended, modified, replaced or re-enacted from time to time (whether before or after the date of this Agreement) and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom (whether before or after the date of this Agreement);

1.2.2.

words denoting any gender include all genders and words denoting the singular include the plural and vice versa;

1.2.3.

all references to recitals, clauses, paragraphs, schedules and annexures are to recitals in, clauses and paragraphs of and schedules and annexures to this Agreement, unless specified otherwise;

1.2.4.

headings are for convenience only and shall not affect the interpretation of this Agreement;

1.2.5.

words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall unless the context clearly indicates to the contrary refer to the whole of this Agreement and not to any particular section, clause or paragraph hereof;

1.2.6.

in construing this Agreement general words introduced by the word “other” shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words and any reference to the word “include” or “including” is to be construed without limitation;

1.2.7.

the word “or” shall unless the context clearly indicates to the contrary be interpreted as “and/or”;

1.2.8.

any reference to “Agreement” or any other document or to any specified provision of this Agreement or any other document is to this Agreement, that document or that provision as in force for the time being and as amended from time to time in accordance with the terms of this Agreement or that document;

1.2.9.

any reference to a person shall be construed as a reference to any individual, firm, other party, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

1.2.10.

any reference to a person includes his successors, personal representatives and permitted assigns;

1.2.11.

“writing” or any similar expression includes transmission by facsimile sent in accordance with clause 24 of this Agreement;

1.2.12.

any references to “EUR,” “€” or “euros” are to euros, the lawful currency of Ireland;

1.2.13.

any references to “USD,” “$” or “dollars” are to U.S. dollars, the lawful currency of the United States;

1.2.14.

if any action or duty to be taken or performed under any of the provisions of this Agreement would fall to be taken or performed on a day which is not a Business Day such action or duty shall be taken or performed on the Business Day next following such day;

1.2.15.

all references to time are references to Irish time;

1.2.16.

the contra proferentem rule of construction shall not apply in the interpretation of this Agreement; and

1.2.17.

for the avoidance of doubt, any reference to Ireland does not include Northern Ireland.

1.2.18.

Capitalized terms used but not defined herein shall have the meanings specified in the Demerger Agreement, as it may be amended from time to time.

1.3.	Schedules

The contents of the schedules form an integral part of this Agreement and shall have as full effect as if they were incorporated in the body of this Agreement and the expressions “this Agreement” and “the Agreement” as used in any of the schedules shall mean this Agreement and any reference to “this Agreement” shall be deemed to include the schedules.

2.	SERVICES TO BE PROVIDED

2.1.	With effect from the Transitional Services Commencement Date and subject to clauses 10 and 2.7:

2.1.1.

Elan or its Affiliates shall provide or procure the provision of the Elan Services to Prothena and its Affiliates for each Service Term as set forth in Part A of Schedule 1; and

2.1.2.

Prothena or its Affiliates shall provide or procure the provision of the Prothena Services to Elan and any relevant Continuing Affiliates for the relevant Service Term as set forth in Part B of Schedule 1.

2.2.	In performing its obligations under this Agreement, each party shall use reasonable endeavours to:

2.2.1.

provide the Transitional Services using commercially reasonable skill and judgment, in accordance with the policies and procedures of the Provider in place as of the date of Completion and, to the extent applicable, in a comparable manner and to a comparable level of service as the Service Recipient enjoyed during the twelve (12) month period preceding the Transitional Services Commencement Date and at all times in accordance with Applicable Law;

2.2.2.

maintain the necessary resources (human and technological) to provide the Transitional Services; and

2.2.3.

use reasonable endeavours to promptly obtain the authorisations, memberships, licences, approvals, consents or qualifications of any person as may be necessary for the performance of its obligations pursuant to this Agreement, including obtaining from third party providers all consents necessary to grant any sublicenses in connection with the performance of Transitional Services hereunder and maintain such authorisations, memberships, licences, approvals, consents and qualifications in full force and effect.

2.3

In the event that the consent of a third party provider, if required, is requested by the Provider and is not obtained within thirty (30) days following Completion, the Provider shall notify the Service Recipient and shall cooperate with the Service Recipient to provide an alternate means of providing the Transitional Services affected by such failure to obtain consent, such alternative to be reasonably satisfactory to the Parties. In the event that such an alternative is required and agreed upon by the Parties, the Provider shall provide the Transitional Services in such alternative manner and the Service Recipient shall bear any expenses incurred in the provision of such Transitional Services through such alternative means.

2.4

If the Parties do not elect such an alternative plan, either Party may terminate any such affected Transitional Services upon ten (10) days’ prior written notice. The Service Recipient shall be responsible for any costs or expenses incurred in connection with obtaining any consents, approvals or authorizations described in clause 2.2.3 or 2.3.

2.5

The Provider shall not be in breach of this Agreement for a failure, delay or other problem in connection with the provision of (or the procurement of the provision of) the Transitional Services (or part thereof) to the extent the Provider’s inability to perform the Transitional Services is directly attributable to a failure by the Service Recipient. Where a failure by the Service Recipient causes a delay in the provision of the Transitional Services, the time allowed in respect of the provision of such delayed Transitional Services shall be extended by the amount of time reasonably required to re-schedule events or steps that would otherwise have occurred, but for, or which were directly impacted as a result of, such failure by the Service Recipient.

2.6

Notwithstanding anything to the contrary contained in this Agreement (including the accompanying schedules), no Provider (or any of its Personnel or, if applicable, subcontractors) shall make any substantive business decisions with respect to the Service Recipient in performing Transitional Services. Each provision of this Agreement (including the accompanying schedules) shall be interpreted in a manner consistent with this clause 2.6.

2.7	Elan shall provide or procure the provision of the IT Services to Prothena and its Affiliates until (i) 30 ^th June 2013, (ii) until the date of commencement of the IT Services Agreement or (iii) until the IT Services are terminated in accordance with Clause 10, whichever date is the earlier.

3.	WARRANTIES

3.1.	Each Party warrants to the other Party that it has the corporate power and capacity and all necessary licences, permits and consents to enter into this Agreement and to perform its obligations under this Agreement.

3.2.	Except to the extent set out in this Agreement, all representations, warranties, conditions and other terms express or implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

4.	PERSONNEL

4.1.

Each Party shall co-operate as far as is reasonably practicable in providing any information or assistance reasonably requested by the other Party, provided that such information is reasonably necessary in connection with the Transitional Services, and shall ensure that such of its Personnel whose decisions and input are necessary for the provision of the Transitional Services are reasonably available to the other Party for consultation and negotiation in relation to any matter connected with this Agreement and the provision of the Transitional Services.

4.2.

Each Party shall allow or procure reasonable access to any Premises from which the Transitional Services are provided to suitable qualified Personnel of the other Party, and each Party shall ensure that all of its Personnel allowed access pursuant to the provisions of this clause comply with all reasonable safety, confidentiality and security requirements notified to it from time to time by the Party allowing access.

4.3.

It is acknowledged by the Parties that this Agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, during the Term of this Agreement, each Party shall at all times retain overall control of its Personnel who shall perform the relevant Transitional Services at the direction of such Party; and such Party shall be solely responsible for the payment of all remuneration and benefits of any kind (including all salaries, holiday pay, tax, health insurance, pay related social insurance payments and contributions to pension arrangements) and shall make all proper deductions from the remuneration that it pays to its Personnel and sub-contractors.

5.	DURATION

This Agreement shall come into effect on the Transitional Services Commencement Date and unless earlier terminated pursuant to clause 10, shall continue in full force for each Service Term set forth in part A or part B of Schedule 1, or until 31 December 2013 (whichever date is the earlier) unless terminated prior to the end of such period in accordance with this Agreement (“ Term ”).

6.	SERVICE FEES

6.1.

As compensation for the Transitional Services to be provided hereunder, Prothena shall pay to Elan (or a nominated Affiliate) a fee for each Elan Service (the “ Elan Services Fees ”) and Elan shall pay to Prothena (or a nominated Affiliate) a fee for the Prothena Services (the “ Prothena Services Fees ”) in each case in the amount and in accordance with Schedule 2 (which, for the avoidance of doubt, reflects an arm’s length cost-plus standard) and including, as applicable, any fees for any Elan Services or Prothena Services provided by third party providers and invoiced to the Service Recipient at cost (such fees, “ Service Fees ”).

6.2.	Unless otherwise stated (including in the relevant Schedules) all amounts payable under this Agreement shall be invoiced by the Provider (or its nominated Affiliate) monthly in arrears and shall be due and payable in U.S. dollars within thirty (30) days after the receipt of such invoice.

6.3.

In addition to the amounts described in clause 6.1, each Service Recipient shall pay, and hold its Provider harmless against, any Service Taxes applicable to the provision of the Transitional Services, which, for the avoidance of doubt, will not include any income or franchise taxes. In connection with the foregoing, all amounts stated to be payable under this Agreement are stated as exclusive of any VAT chargeable on them, which shall be paid by the paying Party at the rate and in the manner prescribed in law from time to time.

6.4.

If the Service Recipient receives an invoice from the Provider which it disputes in good faith, the Service Recipient shall notify the Provider in writing of such dispute as soon as reasonably practicable and the Service Recipient may withhold payment of such sums as are in dispute pending resolution of such dispute.

6.5.

Each party shall be entitled to receive interest on any payment not made to it when properly due to it pursuant to the terms of this Agreement, calculated from day to day at a rate per annum equal to 2% above the providing base rate of the European Central Bank and payable from the day after date on which payment was due up to and including the date of payment.

6.6.	All Service Fees payable under this Agreement shall become due immediately on termination (in whole or in part) or expiry of this Agreement.

7.	TRANSITIONAL SERVICES CHANGE MANAGEMENT

7.1.	The Parties shall establish, operate and maintain the Transitional Services Management Committee during the Term of this Agreement and hereby appoint the respective Nominated Representatives identified in Schedule 3 to serve on such Transitional Services Management Committee.

7.2.	Without prejudice to the other provisions of this Agreement, the Nominated Representatives of each Party shall meet every month in person or by telephone until termination or expiry of this Agreement to discuss the performance of the Transitional Services.

7.3.	The Nominated Representatives shall be responsible for the management of all matters relating to the provision of the Transitional Services and for liaising with each other to ensure the smooth operation of this Agreement and the proper discharge by each Party of its respective obligations.

7.4.

In the event that either Party’s Nominated Representative, shall for any reason, cease to be engaged in the Transitional Services, such Party shall take all reasonable steps to arrange that a suitably qualified replacement is appointed as soon as is reasonably practical, that there is a reasonable handover period, that the adverse effects of a change of Nominated Representative are minimised and where reasonably practicable, that the other Party is notified in writing in advance of the change.

7.5.	All changes to the Transitional Services shall be managed and agreed in writing between the Nominated Representatives.

8.	INTELLECTUAL PROPERTY

8.1

Save as expressly provided for in this Agreement, no party shall be granted any proprietary or other interest in respect of the Intellectual Property Rights of any other party and, for the avoidance of doubt, nothing in this Agreement shall transfer or grant to Prothena any right, title or interest in or to any trademarks or other Intellectual Property Rights owned or used by Elan.

8.2

The Provider hereby grants, or shall procure the grant of, to the Service Recipient a non-exclusive, non-transferable, royalty-free licence (without the right to sub-licence) to use any Intellectual Property Rights owned by the Provider (or licensed to the Provider) for the Term solely to the extent necessary for the receipt of the Transitional Services by the Service Recipient in accordance with and subject to the terms of this Agreement and each such licence shall terminate automatically on cessation of the provision of the relevant Transitional Service to which it relates.

8.3

The Service Provider hereby grants to the Provider a non-exclusive, non-transferable, royalty-free licence (without the right to sub-licence) to use any Intellectual Property Rights owned by the Service Recipient (or licensed to the Service Recipient) for the Term solely to the extent necessary for the provision of the Transitional Services by the Provider under this Agreement and each such licence shall terminate automatically on cessation of the provision of the relevant Transitional Service to which it relates.

9.	DATA PROTECTION

9.1	With respect to the Parties’ rights and obligations under this Agreement in relation to Personal Data, the Parties agree that except to the extent set out in this clause 9, they each shall remain solely responsible for determining the contents and use of their Personal Data.

9.2	To the extent that the provision of Transitional Services involves the processing of Personal Data by one Party (the “ Data Processor ”) on behalf of the other (the “ Data Controller ”), the Data Processor agrees that:

9.1.1.

it shall only process Personal Data in accordance with the instructions of the Data Controller and solely as strictly necessary for the performance of its obligations under this Agreement;

9.1.2.

it shall implement and maintain such technical and organisational security measures as are required to comply with the data security obligations in Data Protection Law;

9.1.3.

the Data Controller (or its authorised representative(s)) shall be entitled at its own cost, at reasonable times and on reasonable notice, to audit the technical and organisational security measures adopted by the Processor to ensure that such measures comply with the data security obligations in Data Protection Law; and

9.1.4.

the Data Processor shall report any incident which gives rise to a risk of unauthorised disclosure, loss, destruction or alteration of such personal data to the Controller immediately upon becoming aware of such an incident.

9.2.	In connection with the Parties’ access to the facilities and Computer Systems of the other:

9.2.1.

each Party agrees that it will comply, and will ensure that its respective employees, agents and suppliers comply, with its obligations as required under Data Protection Law; and

9.2.2.

each Party agrees that it will use best endeavours to procure that its employees, agents and service providers only access and use relevant Premises, facilities, systems and data as required for the performance of their allocated responsibilities and in accordance with such policies and procedures in force from time to time which have been notified to it in writing with respect to access to and use of the other Party’s Premises including, inter alia, security policies and health and safety policies.

10.

TERMINATION

10.1.

Either Party may terminate this Agreement at any time forthwith on written notice if a receiver, examiner or administrator is appointed of the whole or any part of the other Party’s assets or the other Party is struck off the Register of Companies in the jurisdiction where it was incorporated or an order is made or a resolution passed for winding up the other Party (unless such order or resolution (i) is part of a voluntary scheme for the reconstruction or amalgamation of the Party as a solvent corporation and the resulting corporation, if a different legal person, undertakes to be bound by this Agreement or (ii) is discharged within twenty (20) Business Days).

10.2.

The Service Recipient may terminate this Agreement with respect to any Transitional Service at any time prior to the last day of the Service Term for such Transitional Service (as set forth on Schedule 1) upon fifteen (15) days’ written notice to the Provider.

10.3

A Party (the “ Initiating Party ”) may terminate this Agreement, only to the extent that it relates to any particular Transitional Service, with immediate effect by written notice to the other Party (the “ Breaching Party ”) if the Breaching Party is in material breach of this Agreement and, if the breach is capable of remedy, fails to remedy the breach within twenty (20) Business Days starting on the day after receipt of written notice from the Initiating Party giving full details of the breach and requiring the Breaching Party to remedy the breach and stating that a failure to remedy the breach may give rise to termination under clause 10.3 of this Agreement.

10.4	Termination of this Agreement shall not prejudice any rights of either Party which may have arisen on or before the date of termination, including any rights to payment of Service Fees pursuant to clause 6.

10.5	Any waiver by either Party of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision.

10.6	Upon the termination of this Agreement for any reason, subject as otherwise provided in this Agreement to any rights or obligations which have accrued prior to termination, neither of the Parties shall have any further obligation to the other under this Agreement.

10.7	Clauses 8, 9, 10.4, 10.5, 10.6, 11, 12, 13, 14, 24, 25 and 28 (inclusive) shall survive expiry or termination (for whatever reason) of this Agreement.

11.

EFFECT OF TERMINATION

11.1

Upon any termination or expiry of this Agreement (howsoever occasioned) each Party may require the other Party to return or delete, or to deliver up all or any off-line storage and security and copies of, the requesting Party’s Confidential Information, Background Intellectual Property Rights and Personal Data then in the other Party’s possession or control (excluding documents stored in either party’s back up electronic archives).

11.2	The provisions of this clause 11 shall apply mutatis mutandis to any partial termination of this Agreement.

12.

LIABILITY

12.1.

Nothing in this Agreement shall limit the liability of either party for:

12.1.1.

fraud or fraudulent misrepresentation;

12.1.2.

for death or personal injury caused by its negligence or the negligence of its employees, contractors or agents;

12.1.3.

any liability which cannot be excluded or limited by law.

12.1	Subject to Clause 12, no party shall be liable to another party for any indirect or consequential loss or damage even if foreseeable or if such party has been advised of the possibility of such losses.

12.2

Subject to Clause 12, the total liability of either party arising under or in connection with this Agreement, whether in tort (including negligence), contract, representation (other than fraudulent misrepresentations) or otherwise or for loss (whether direct, indirect or consequential) of business, profits, use, revenue, data, anticipated savings or goodwill shall be limited to USD$500,000.

12.3

Neither party shall be liable for any failure to provide, or for any delay in the provision of, any of the Transitional Services to the extent that such failure or delay is directly caused or is contributed to directly by any failure of a third party service provider retained directly by the Provider to provide an element of the Transitional Services.

13.

AUDIT ACCESS

13.1.

Each Party shall keep or cause to be kept full and accurate records (the “ Records ”) existing or generated as part of the Transitional Services performed in connection with this Agreement in accordance with Applicable Law and regulation and consistent with Good Industry Practice. Such Records shall be kept for a period of seven (7) years from the date of their creation, and shall be made available to the other Party promptly on request in such format as may be reasonably requested at the requesting Party’s cost.

13.2.

Each Party shall grant to the other Party, any internal, external and statutory auditors and/or regulators of the other Party and their respective authorised agents the right of reasonable access to the Records and any sites and materials on reasonable notice and shall provide all reasonable assistance at all times for the purposes of carrying out an audit of the other Party’s compliance with this Agreement. Each Party will give and procure such assistance as may be necessary for the other Party, their auditors and regulators, to understand any such information.

14.

CONFIDENTIALITY

14.1.

Any Confidential Information of either Party provided to or accessible by the other Party in connection herewith, regardless of form, shall be received and held in confidence and used solely for purposes relating to this Agreement.

14.2.

“Confidential Information” as defined herein does not include any information (i) lawfully received by the receiving Party from another source free of restriction and without breach of this Agreement, (ii) that becomes generally available to the public without breach of this Agreement, or (iii) known to the receiving Party at the time of disclosure free from any confidentiality obligations (including existing confidentiality obligations to the other Party). Each Party shall be fully responsible for breaches of its obligations under this clause 14 by its agents, employees, contractors or subcontractors.

14.3.

Nothing contained in this clause 14 shall prohibit any Party from disclosing, or permitting the disclosure of, Confidential Information if and only to the extent that such Party is compelled to disclose such Confidential Information by judicial or administrative process or by other requirements of Applicable Law.

14.4.

Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made as described in the preceding sentence, the Party receiving such demand or request shall, unless prohibited by Applicable Law, promptly notify the other Party in writing of the existence of such demand or request and shall provide such Party with a reasonable opportunity to seek an appropriate protective order or other remedy at such Party’s expense. In the event that such appropriate protective order or other remedy is not obtained or is not sought, the Party receiving such demand or request shall furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed. The provisions of this clause 14.4 do not apply to any legal proceedings between the Parties to this Agreement.

15.

FORCE MAJEURE

15.1.

If any Party is affected by Force Majeure, it shall promptly notify the other Party of the nature and extent of the circumstances in question.

15.2.

Provided that the Party affected by Force Majeure continues to use all reasonable endeavours to perform its obligations under this Agreement, such Party shall not be deemed to be in breach of this Agreement, or otherwise be liable to the other Party, for any delay in performance or other non-performance of any of its obligations under this Agreement to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other Party, and the time for performance of that obligation shall be extended accordingly.

16.

ENTIRE AGREEMENT

16.1.

This Agreement set out the entire agreement and understanding between the Parties in respect of the provision of Transitional Services and, save to the extent there has been a fraudulent misrepresentation, supersedes all previous agreements, arrangements, representations and understandings between the Parties, whether written or oral, relating to the provision of Transitional Services, which shall cease to have any further force or effect.

17.

ASSIGNMENT

17.1.

Neither Party may assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

18.

SUB-CONTRACTING

The Provider reserves the right to use sub-contractors to assist it in the provision of the Transitional Services as the Provider deems appropriate.

19.

NO PARTNERSHIP

Nothing in this Agreement shall create, or be deemed to create, a partnership between the Parties. In providing and/or procuring the provision of the Transitional Services, the Parties shall at all times be independent contractors.

20.

VARIATION

This Agreement may not be modified except by an instrument in writing signed by the duly authorised representatives of both Parties.

21.

SEVERABILITY

If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or in part, the other provisions of this Agreement and the remainder of the affected provisions shall continue to be valid. The Parties shall then use all reasonable endeavours to replace the void or unenforceable provision with a valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the void or unenforceable provision.

22.

WAIVER

Either Party may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the warranties contained herein or in any document delivered pursuant to this Agreement or (c) waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any failure to assert, or delay in the assertion of, rights under this Agreement shall not constitute a waiver of those rights or of any other rights under this Agreement.

23.

EXPENSES

Except as otherwise provided in this Agreement, the Parties shall bear their respective direct and indirect costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated hereby.

24.

NOTICES

24.1.

Any notice or other communication to be given by one Party to the other Party under, or in connection with, this Agreement shall be in writing and signed by or on behalf of the Party giving it. It shall be served by sending it by fax to the number set out in Schedule 3, or delivering it by hand, or sending it by pre-paid recorded delivery, special delivery or registered post, to the address set out in Schedule 3, and in each case marked for the attention of the relevant Party set out in Schedule 3 (or as otherwise notified from time to time in accordance with the provisions of this clause). Any notice is effective when delivered. A notice given by post shall be deemed (if not proved to have been delivered earlier) to have been duly given on the third (3 ^rd ) day after posting.

24.2.

A Party may notify the other Parties to this Agreement of a change to its name, relevant addressee, address or fax number for the purposes of this clause, provided that such notice shall only be effective on:

24.2.1.

the date specified in the notice as the date on which the change is to take place; or

24.2.2.

if no date is specified or the date specified is less than five (5) Business Days after the date on which the notice is received, the date falling five (5) Business Days after notice of any change has been received.

25.

DISPUTE ESCALATION PROCEDURE

25.1.

Where at any point during the Term of this Agreement any matter relating to this Agreement cannot be agreed by the Parties, it shall be escalated as follows:

25.1.1.

the matter shall be referred as soon as practicable to the Nominated Representative for resolution; and

25.1.2.

if the matter has not been resolved within ten (10) Business Days (or such longer period as may be agreed in writing by the Parties) of being referred to the Nominated Representative or if the Nominated Representative determine it is incapable of being resolved at that level, then the matter shall be immediately referred to the Chief Executive Officer of Prothena and the Chief Executive Officer of Elan; and

25.1.3.

if after the expiry of 30 Business Days from the time the matter in dispute was referred to the CEO of each of Elan and Prothena the matter remains unresolved, the Parties shall refer the matter to non-binding mediation in accordance with the procedure set out in clause 21.3.1 of the Demerger Agreement.

25.1.4.

in the event that:-

(1)

having been so requested, the mediation does not commence within 20 Business Days of the request for mediation; or

(2)

a binding settlement in writing is not reached within a period of 60 Business Days after the delivery of a written request for mediation;

25.1.5.

and, in any such case, the dispute or difference referred to in this clause 25 remains unresolved, the Parties (or the relevant one of them) shall then be entitled to instigate legal proceedings

25.2.

Any joint decision as to a resolution at any stage in the above process shall be recorded in writing and signed on behalf of each Party and shall be final and binding on the Parties.

26.

NON SOLICITATION

The parties will comply with their non solicitation obligations at clause 17 of the Demerger Agreement.

27.

COUNTERPARTS

This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts, each of which is an original but all of which together constitute one and the same instrument. This Agreement shall be of no effect unless and until each Party has executed at least one counterpart.

28.

GOVERNING LAW AND JURISDICTION

28.1.

This Agreement shall be governed by and construed in accordance with the laws of Ireland.

28.2.

Subject to the provisions of clause 25, each of the Parties irrevocably agrees that the courts of Ireland are to have non-exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement and, for such purposes, irrevocably submits to the non-exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement (the “ Proceedings ”) may therefore be brought in the courts of Ireland.

28.3.

Each of the Parties irrevocably waives any objection to Proceedings in the courts referred to in clause 28.2 on the grounds of venue or on the grounds of forum non conveniens.

28.4.

The submission to the non-exclusive jurisdiction of the courts referred to in clause 28.2 shall not (and shall not be construed so as to) limit the right of the Parties to take Proceedings against the other Party in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law and subject to the provisions of clause 25.

IN WITNESS whereof this Agreement has been duly executed on the date shown at the beginning of this Agreement.

SIGNED for and on behalf

of ELAN CORPORATION PLC




(Signature)

in the presence of:



Signature of Witness:

Name of Witness:

Address of Witness:

Occupation of Witness:

SIGNED for and on behalf

of PROTHENA CORPORATION PLC

in the presence of:




(Signature)



Signature of Witness:

Name of Witness:

Address of Witness:

Occupation of Witness:

SCHEDULE 1

Transitional Services

The following categories of services will be provided:

Part A – Elan Services

The Elan Services shall comprise the following:


Elan Service	Description of Services	Date Service Term ends	Personnel for provision of the Elan Services
CMC / QA
	Chemistry, Manufacturing and Control Project Management for all Prothena Programs. Managing processes with Boehringer Ingelheim on three projects: NEOD001, NEOD002, MCAM	29 March 2013	Gerry Murphy

	Packaging and Labling Management for all Prothena Programs including NEOD001, NEOD002, MCAM	28 June 2013	Phil Chou

	Bio Ananlytical Management for all Prothena Programs including NEOD001, NEOD002, MCAM	28 June 2013	Holly Lin

	Quality Assurance Management for all Prothena Programs including NEOD001, NEOD002, MCAM	1 April 2013	Patrick Smith

	Chemistry, Manufacturing and Control Project Management for all Prothena Programs including NEOD001, NEOD002, MCAM	1 March 2013	David Bruton

	Chemistry, Manufacturing and Control Regulatory Management for all Prothena Programs including NEOD001, NEOD002, MCAM	1 April 2013	Karen Quigley / Amy Smith

Information Services
	Provide laboratory notebook type services	1 March 2013	Cary Cochrell



Facilities
	Environmental Health & Safety Management for Prothena	1 April 2013	David Meyer

	Security Management for Prothena	26 April 2013	Alex Sanchez

	Procurement Management for Prothena	26 April 2013	Jim Latimer

Company Secretary
	Secretarial and Corporate Support for Prothena’s Irish Companies (Neotope Biosciences Ltd, Onclave Therapeutics Ltd and Prothena plc)	28 June 2013	Liam Daniel

	These services shall not include acting as a company secretary, director or officer for any of Prothena companies or Affiliates (including Neotope Biosciences Ltd., Onclave Therapeutics Ltd and Prothena Plc) or acting as an authorised signatory or providing a registered office for any of the Prothena companies or Affiliates.

Finance
	External financial reporting services including assistance with SEC external reporting filing obligations for year end 2012	31 March 2013	Darragh Lyons

	Accounts payable services - provision of temporary accounts payable services as required	28 February 2013	Dan Hensley

	Irish tax transition assistance to Prothena finance team - Irish tax compliance and tax registration assistance and general Irish tax advice	31 March 2013	Sean Murphy

	SOX / Internal Audit services - advisory / consulting services, including initial filing setup	31 March 2013	Edgar Trinidad / Sandy Alipio



Legal
	Oversight of outside IP and corporate counsel, assistance/ guidance on IP, transactional, regulatory, compliance and corporate matters.	31 December 2012	Nina Ashton

	Stock Administration Training for Prothena	31 March 2013	Liz Fitzgerald

	Assistance with legal obligations associated with the recent formation of Prothena Biosciences Inc.	31 March 2013	John Donahue (Legal 5%, HR 10%)
		31 March 2013	Diana King

	Ensure transition of appropriate employee data/information from Elan to Prothena; assistance/guidance on select employee relations and employment law topics; other misc. topics, if needed	31 March 2013	Mike Feinman

Compliance
	Assist in the setting up of Compliance Management for Prothena. Assist in the day-to-day operations of the Compliance Program	31 March 2013	Fabiana Lacerca-Allen

HR
	Ensure appropriate/smooth transition of year-end 2012 compensation process; provide access to any 2013 compensation surveys (to extent it already has access); HRIS topics related to compensation (e.g., data requirements, modeling approach); other misc. compensation topics	31 March 2013	Tara Cassidy

	Ensure appropriate/smooth transition to 2013 Prothena benefits platform; assistance to deal with immediate needs @ plan-year beginning; HRIS topics related to benefits (e.g., file feeds to carriers); other misc. benefits topics	31 March 2013	Laura Klenske



External Communications	Assist Prothena to establish its investor relation function, including identification and initial management of an external vendor to conduct relations on behalf of Prothena	31 December 2012	Anita Kawatra

Other	Continue to support Prothena’s Research initiatives	31 December 2012	Peter Seubert

	Oversight of operations including facilities, IT, compliance and HR	11 January 2013	Johannes Roebers

IT Services	• Helpdesk Support • IT Procurement support • Client Software Installations and Support • Client Hardware Break/Fix Support • Mobile Device Management • User Provisioning /Deactivation • Email Management • Application User Account Management • Fixed Line Telephony, and Voicemail support • File and Print Server management • Audio Conference Support • Telecom Support • Patch Management	Service Term ends in accordance with clause 2.7

• Mobility Services

• VPN Remote access

• Data Centre Management

• Provision of IT security Management

• Action vulnerability notifications on IT infrastructure.

• Manage service to minimize the impact on business operations after an IT Security incident has occurred.

• IT Compliance including SOX management

• Lab Systems Support

• Back up & Recovery Management

• Lab System Recovery Support

• Network and Firewall Management,

• Local Area Network Management

• Server Management

• Storage Management

• Infrastructure Backups

• ERP Support

• Domain Registrations and Management

• Technical Website Management


		• IT Vendor Contract management

Part B -Prothena Services


Prothena Service	Description of Services	Date Service Term ends	Personnel for the provision of the Prothena Services
Finance	Provision of clinical costing / financial modelling services	31 March 2013	Randy Fawcett

Tysabri Services	Working with Elan on ongoing studies for VLA4 antagonists including: -CIDP -Spinal Cord Injury -Other similar studies Providing Elan with the assistance necessary to connect with the right laboratories for ongoing VLA4 antagonist studies. Working with Elan on Tysabri risk stratification Working with Elan on PML issues Finalizing discussion papers with BIIB on risk stratification and PML biology Working with Elan medical affairs on educational programs both internally and externally. Providing assistance with the history of Tysabri from a research and clinical development perspective	31 December 2013	Susan Goelz Ted Yednock

Elan Publication Review

At the request of Elan / Guriq Basi; Ted Yednock and/or Gene Kinney will assist Guriq Basi / Elan in reviewing proposed Elan publications related to work done at Elan prior to Completion. Such assistance shall not require a time commitment of in excess of five percent of any work day of Ted Yednock or Gene Kinney and shall end no later than June 30, 2013

30 June 2013

Ted Yednock and/or

Gene Kinney

SCHEDULE 2

Service Fees

1.1	The Elan Services Fees will comprise:

1.1.1

a charge per full time equivalent (“Full Time Equivalent” or “FTE”) allocated by Elan to the provision of the Elan Services (excluding the IT Services, which are addressed below) (plus a mark up of 40% to cover the fully loaded cost (including overheads) and reflect an arm’s length cost-plus standard). The FTE shall be calculated on the basis of the number of Elan staff or contractors supporting the provision of the Elan Services in a particular month, and the portion of time dedicated by them to the provision of the Elan Services. The FTE shall be calculated by using a rate of USD$250,000 per annum (before mark up of 40%) per employee allocated by Elan to provide the Elan Services who are in Elan’s staff wage bands 1-5. A rate of USD$400,000 per annum (before mark up of 40%) shall apply for any employee allocated by Elan to provide the Elan Services who are in Elan’s staff wage band 6 and above.

1.1.2

a fixed monthly charge of USD$75,000 (which includes a mark up) in respect of the IT Services for so long as such services are provided in accordance with clause 2.7 of this Agreement, which, for the avoidance of doubt, reflects and arm’s length cost-plus standard.

1.2	The Prothena Services Fees will comprise:

1.2.1

a charge per full time equivalent (“Full Time Equivalent” or “FTE”) allocated by Prothena to the provision of the Prothena Services (plus a mark up of 40% to cover the fully loaded cost (including overheads) and reflect an arm’s length cost-plus standard). The FTE shall be calculated on the basis of the number of Prothena staff or contractors supporting the provision of the Prothena Services in a particular month, and the portion of time dedicated by them to the provision of the Prothena Services. The FTE shall be calculated by using a rate of USD$250,000 per annum (before the mark up of 40%) for any employee allocated by Prothena to provide the Prothena Services who was last in Elan’s staff wage bands 1-5 prior to Completion. A rate of USD$400,000 per annum (before mark up of 40%) shall apply for any employee allocated by Prothena to provide the Prothena Services who was last in Elan’s staff wage band 6 prior to Completion. If an employee is used by Prothena to provide the Prothena Services who was not employed by Elan or Prothena or an Affiliate in the 12 months prior to Completion then the rate for that employee shall be determined by using (i) a rate of USD$250,000 per annum (before the mark up of 40%) if that employee is in Prothena staff wage tier 4-5 or (ii) a rate of USD$400,000 per annum (before mark up of 40%) if that employee is in Prothena staff wage tier 1-3.

1.2.2

a fixed monthly charge of USD$6,000 (which includes a mark up) in respect of the Tysabri services for so long as such services are provided under this Agreement to account for use of lab space and capital equipment for any month in which Elan Employees use Prothena lab space or Tysabri samples are analyzed using Prothena equipment.

The Provider shall ensure that its payroll system shall be structured so that the payroll costs in respect of FTE’s engaged in the provision of the Transitional Services it is providing shall be separately identifiable and capable of allocation so as to facilitate the calculation of the Service Fees in accordance with this Schedule 2.

During the Term and at the start of each calendar month, the Provider shall deliver to Service Recipient an estimate which the parties will agree as the estimate of resources and the Provider’s staff or contractors which will be required for the provision of its Transitional Services in that month. The estimate shall state the amount of Service Fees it is estimated will be due in respect of the Provider’s Transitional Services for the relevant period.

At the end of each calendar month, the Provider shall provide the Service Recipient with a report detailing the services provided, and the categories and line items under which its Service Fees have been accrued, in respect of that monthly period (the “Monthly Report” ) which shall include the FTE allocation.

The Provider shall issue an invoice for the Service Fees detailing the amount due in respect of its Transitional Services respectively for the relevant period. Where costs in Euro have been incurred by the Provider in the relevant period the parties agree to use of an average of the exchange rate between the U.S. dollar and Euro over the relevant period which shall then be reflected in the monthly invoice in U.S. dollars for that period.

6.	All Service Fees shall be subject to increase or decrease (by way of reconciliation in subsequent invoices) to the extent such increases or decreases are provided for by Schedule 2.

7.	Any disputes in relation to the Service Fees shall be dealt with in accordance with Clause 25.

The following is an illustrative table showing how the Service Fees will be calculated each month:

Elan Services to Prothena


Name / Department	Rate	% time charged to Prothena for relevant month	Monthly Cost
			(Excluding uplift of 40%)
CMC / QA
Gerry Murphy	$250,000 per annum $20,833 per month	100%	$	20,833

Legal
Nina Ashton	$400,000 per annum $33,333 per month	40%	$	13,333
IT Services		Not applicable	$	75,000
Total cost per month (excluding IT services):			$	34,166
Plus 40% uplift:			$	47,832
Total cost per month (including uplift and IT services):			$	122,832

Prothena Services to Elan


Name / Department	Rate	% time charged to Prothena for relevant month	Monthly Cost
			(Excluding uplift of 40%)
Finance
Randy Fawcett	$250,000 per annum $20,833 per month	2.5%	$	521
Total Cost per month:			$	521
Plus 40% uplift:			$	729
Total cost per month:			$	729

SCHEDULE 3

Transitional Services Committee

Nominated Representative

Elan Nominated Representative

Name & Contact Details

Name: Mary Sheahan

Address: Elan Corporation plc, Treasury Building, Lower Grand Canal Street, Dublin 2

Telephone: +353 1 709 4039

Fax: +353 1 709 4700

E-mail: Mary.Sheahan@elan.com

Prothena Nominated Representative

Name & Contact Details

Name: Randy Fawcett

Address: Prothena Biosciences Inc, 650 Gateway Boulevard, South San Fancisco, California 94080

Telephone: 650 837 8550

Fax: 837 8560

E-mail:

Elan Nominated Representative for Invoices and Invoice related correspondence

Name & Contact Details

Name: Mary Sheahan

Address: Elan Corporation plc, Treasury Building, Lower Grand Canal Street, Dublin 2

Telephone: +353 1 709 4039

Fax: +353 1 709 4700

E-mail: Mary.Sheahan@elan.com

Prothena Nominated Representative for Invoices and Invoice related correspondence

Name & Contact Details

Name:

Address:

Telephone:

Fax:

E-mail:

SCHEDULE 4

Premises

Elan Premises

Treasury Building, Lower Grand Canal Street, Dublin 2

Prothena Premises

650 Gateway Boulevard

South San Francisco

CA 94080

Exhibit 10.3

EXECUTION COPY

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT

by and among

PROTHENA CORPORATION PLC

ELAN CORPORATION, PLC

and

ELAN SCIENCE ONE LIMITED

Dated as of: November 8, 2012

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS

Section 1.1	Definitions		2
Section 1.2	Other Definitional Provisions		7

ARTICLE II SUBSCRIPTION

Section 2.1	Subscription		8
Section 2.2	Closing		8
Section 2.3	Delivery		8
Section 2.4	Exemption from Registration		8

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.1	Representations and Warranties of the Company		8
Section 3.2	Representations and Warranties of Elan and Subscriber		10

ARTICLE IV VOTING AND TRANSFER

Section 4.1	Voting		11
Section 4.2	Restrictions on Transfer		12
Section 4.3	Permitted Transferees		12
Section 4.4	Legends on Elan Controlled Securities; Securities Act Compliance		12
Section 4.5	Cooperation		13

ARTICLE V REGISTRATION RIGHTS

Section 5.1	Demand Request		13
Section 5.2	Piggy-Back Registration		16
Section 5.3	Termination of Registration Obligation		18
Section 5.4	Registration Procedures		18
Section 5.5	Registration Expenses		23
Section 5.6	Indemnification; Contribution		23
Section 5.7	Indemnification Procedures		25
Section 5.8	Shelf Take-Down		26
Section 5.9	Rule 144; Rule 144A		27
Section 5.10	Holdback		27



ARTICLE VI MISCELLANEOUS

Section 6.1	Termination	28
Section 6.2	Injunctive Relief	28
Section 6.3	Assignments	28
Section 6.4	Amendments; Waiver	28
Section 6.5	Notices	29
Section 6.6	Governing Law; Submission to Jurisdiction; Selection of Forum	30
Section 6.7	Interpretation	31
Section 6.8	Entire Agreement; No Other Representations	31
Section 6.9	No Third-Party Beneficiaries	31
Section 6.10	Severability	31
Section 6.11	Counterparts	31
Section 6.12	Relationship of the Parties	31
Section 6.13	Accounting Matters	32
Section 6.14	Further Assurances	32
Section 6.15	Rights and Obligations of Parties	32

Exhibit 10.3

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT, dated as of November 8, 2012 (this “ Agreement ”), by and among Prothena Corporation plc, a public limited company incorporated in Ireland (registered number 518146), whose registered address is 25-28 North Wall Quay, Dublin 1, Ireland (the “ Company ”), Elan Corporation, plc, a public limited company incorporated in Ireland (registered number 30356), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“ Elan ”), and Elan Science One Limited, a private limited company incorporated in Ireland (registered number 460037), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“ Subscriber ”).

W I T N E S S E T H:

WHEREAS, following an internal corporate reorganization transaction (the “ Reorganization ”) to be completed in connection with a Demerger Agreement, dated as of November 8, 2012, by and between Elan and the Company (the “ Demerger Agreement ” and the transactions described therein, the “ Demerger ”), the Prothena Business (as defined below) will be owned immediately prior to completion of the Demerger by Neotope Biosciences Limited, a private limited company incorporated in Ireland (registered number 460227), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland (“ Neotope Biosciences ”) and its Subsidiaries;

WHEREAS, pursuant to the Demerger Agreement, 100% of the shares of Neotope Biosciences will be transferred to the Company, and following such transfer, the Company will issue 100% of the ordinary shares of the Company, at a nominal value of $0.01 per share (“ Company Ordinary Shares ”), on a pro rata basis, to holders of Elan ordinary shares or Elan American Depositary Shares (“ ADSs ”) constituting a deemed in specie distribution by Elan to holders of record of Elan ordinary shares and ADSs;

WHEREAS, subject to and conditional on the completion of the Demerger having occurred in accordance with the terms of the Demerger Agreement, immediately after completion of the Demerger, the Company will allot and issue, and Subscriber will subscribe for an amount of Company Ordinary Shares equal to eighteen percent (18%) of the outstanding Company Ordinary Shares (as calculated after taking into account the issuance of such Company Ordinary Shares to Subscriber) for an aggregate consideration of $26,000,000 (the “ Subscription Shares ”) and the Company’s issued Euro Deferred Shares will be mandatorily redeemed out of the proceeds of the issuance of the Subscription Shares; and

WHEREAS, the Company, Elan and Subscriber desire to establish in this Agreement certain terms and conditions concerning the Subscription Shares to be owned by Subscriber as and from the Subscription Closing, and related provisions concerning Elan and Subscriber’s relationship with, and investment in, the Company as and from the Subscription Closing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings indicated below:

“ ADSs ” shall have the meaning set forth in the Recitals.

“ Affiliate ” shall mean, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under Common Control with that Person; provided that Elan shall not be deemed to be an Affiliate of the Company and vice versa.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Automatic Shelf Registration ” shall have the meaning set forth in Section 5.1(e) .

“ Beneficially Own ” shall mean, with respect to any securities, (i) having “beneficial ownership” of such securities for purposes of Rule 13d-3 or 13d-5 under the Exchange Act (as in effect on the date of this Agreement); (ii) having the right to become the Beneficial Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; or (iii) having an exercise or conversion privilege or a settlement payment or mechanism with respect to any option, warrant, right, convertible security, stock appreciation, swap agreement or other security, contract right or derivative position, whether or not currently exercisable, at a price related to the value of the securities for which Beneficial Ownership is being determined or (A) having a value determined in whole or part with reference to, or derived in whole or in part from, the value of the securities for which Beneficial Ownership is being determined and (B) that increases in value as the value of the securities for which Beneficial Ownership is being determined increases or that provides to the holder an opportunity, directly or indirectly, to profit or share in any profit derived from any increase in the value of the securities for which Beneficial Ownership is being determined (excluding any interests, rights, options or other securities set forth in Rule 16a-1(c)(1)-(5) or (7) promulgated pursuant to the Exchange Act (as in effect on the date of this Agreement). The terms “Beneficial Owner” and “Beneficial Ownership” shall have a correlative meaning.

“ Blackout Period ” shall have the meaning set forth in Section 5.1(f) .

“ Board ” shall mean, as of any date, the Board of Directors of the Company in office on that date.

“ Business Day ” shall mean any day other than a Saturday, Sunday, U.S. federal or Irish public holiday or a day on which banks in New York, New York or Dublin, Ireland are authorized or obligated by law to close.

“ Cede ” shall have the meaning set forth in Section 4.5 .

“ Claim Notice ” shall have the meaning set forth in Section 5.7(a) .

“ Claims ” shall have the meaning set forth in Section 5.6(a) .

“ Closing ” shall mean the consummation of the Demerger.

“ Companies Acts ” shall mean the Irish Companies Acts 1963 to 2012.

“ Company ” shall have the meaning set forth in the Preamble.

“ Company Ordinary Shares ” shall have the meaning set forth in the Recitals.

“ Control ” (including, with correlative meanings, “ Controlled by ” and “ under Common Control with ”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of management or policies of a Person, whether through ownership of securities, by contract or otherwise.

“ Demand Registration ” shall have the meaning set forth in Section 5.1(a) .

“ Demand Registration Statement ” shall have the meaning set forth in Section 5.1(a) .

“ Demand Request ” shall have the meaning set forth in Section 5.1(a) .

“ Demerger ” shall have the meaning set forth in the Recitals.

“ Demerger Agreement ” shall have the meaning set forth in the Recitals.

“ Director ” shall mean any member of the Board.

“ DTC ” shall have the meaning set forth in Section 4.5 .

“ Elan ” shall have the meaning set forth in the Preamble or, in the event that the Elan Controlled Securities are Transferred to any Permitted Transferee, shall mean such Permitted Transferee.

“ Elan Controlled Securities ” shall mean (i) all Subscription Shares Beneficially Owned by Elan (or any Subsidiary of Elan); and (ii) all Company Ordinary Shares or Other Shares issued to Elan (or any Subsidiary of Elan) in respect of any Subscription Shares or into which any such Subscription Shares shall be converted or exchanged in connection with stock splits, reverse stock splits, stock dividends or distributions, combinations or any similar recapitalizations, reclassifications or capital reorganizations occurring after the Subscription Closing.

“ Elan Public Filings ” shall have the meaning set forth in Section 6.13 .

“ Encumbrance ” shall mean any lien, pledge, charge, claim, encumbrance, security interest, option, hypothecation, mortgage, easement, encroachment or other restriction or third-party right of any kind, including any right of first refusal or restriction on voting, in each case other than pursuant to this Agreement.

“ Euro Deferred Shares ” means the Euro deferred shares of the Company, with a par value of €22 per share.

“ Exchange Act ” shall mean the United States Securities Exchange Act of 1934.

“ FINRA ” shall mean the Financial Industry Regulatory Authority.

“ Free Writing Prospectus ” shall have the meaning set forth in Section 5.4(a) .

“ Holdback Period ” means (i) with respect to any registered offering covered by this Agreement, 90 days (or such shorter period as the managing underwriter(s) permit) after and 10 days before, the effective date of the related Registration Statement; or (ii) in the case of a takedown from a Shelf Registration Statement, 90 days (or such shorter period as the managing underwriter(s) permit) after the date of the Prospectus supplement filed with the SEC in connection with such takedown and during such prior period (not to exceed 10 days) as the Company has given reasonable written notice to Elan.

“ Indemnifying Party ” shall have the meaning set forth in Section 5.7(a) .

“ Ireland ” shall mean the island of Ireland, excluding the counties of Antrim, Armagh, Derry, Down, Fermanagh and Tyrone.

“ NASDAQ ” shall mean The NASDAQ Stock Market LLC.

“ Neotope Biosciences ” shall have the meaning set forth in the recitals.

“ NSCC ” shall have the meaning set forth in Section 4.5 .

“ Onclave ” shall mean Onclave Therapeutics Limited, a wholly owned subsidiary of Neotope Biosciences and a private limited company incorporated in Ireland (registered number 485112), whose registered address is Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland.

“ Organizational Documents ” shall mean, with respect to any Person, such Person’s memorandum and articles of association, articles or certificate of incorporation, formation or organization, by-laws, limited liability company agreement, partnership agreement or other constituent document or documents, each in its currently effective form as amended from time to time.

“ Other Shares ” shall mean shares of any class of capital stock of the Company (other than Company Ordinary Shares) that are entitled to vote generally in the election of Directors.

“ Permitted Transferee ” shall mean Elan and any direct or indirect wholly-owned Subsidiary of Elan.

“ Person ” shall mean any individual, private or public company, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, governmental entity or other entity of any kind or nature.

“ Piggy - Back Registration ” shall have the meaning set forth in Section 5.2(a) .

“ Proceedings ” shall have the meaning set forth in Section 6.6 .

“ Prospectus ” shall mean the prospectus or prospectuses (whether preliminary or final) included in any Registration Statement and relating to Elan Controlled Securities, as amended or supplemented and including all material, if any, incorporated by reference in such prospectus or prospectuses.

“ Prothena Business ” shall mean the biotechnology business of the Prothena Group, focused on the discovery and development of novel antibodies and 4-fluoro-N-(4-(trifluoromethyl)phenyl)benzenesulfonamide (also known as “syn 103”) for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion.

“ Prothena Group ” shall mean the Company, Neotope Biosciences, Prothena U.S., Onclave and the other companies that are, or following completion of the Demerger (or where applicable completion of the steps required to effect the Reorganization) will be, Subsidiaries of the Company.

“ Prothena U.S. ” shall mean Prothena Biosciences Inc, a wholly owned subsidiary of Neotope Biosciences and a company incorporated in the state of Delaware, whose registered address is 650 Gateway Boulevard South San Francisco, CA 94080, USA.

“ Registration Expenses ” shall have the meaning set forth in Section 5.5(a) .

“ Registration Rights Termination Date ” shall have the meaning set forth in Section 5.3 .

“ Registration Statement ” shall mean any registration statement of the Company which covers any of the Elan Controlled Securities pursuant to the provisions of this Agreement, including any Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all documents, if any, incorporated by reference in such Registration Statement.

“ Reorganization ” shall have the meaning set forth in the Recitals.

“ Representatives ” shall, with respect to any designated Person, mean such designated Person’s Affiliates and the respective directors, officers, employees, accountants, counsel, consultants and other agents and advisors of such designated Person and its Affiliates; provided , however , that, with respect to Elan, no underwriter, broker-dealer or placement agent shall be deemed to be a Representative of Elan solely as a result of such underwriter, broker-dealer or placement agent participating in the distribution of any Elan Controlled Securities, unless such underwriter, broker-dealer or placement agent is otherwise an Affiliate of Elan.

“ SEC ” shall mean the United States Securities and Exchange Commission.

“ Securities Act ” shall mean the United States Securities Act of 1933.

“ Selling Expenses ” shall have the meaning set forth in Section 5.5(a) .

“ Shelf Registration Statement ” shall have the meaning set forth in Section 5.1(c) .

“ Shelf Underwritten Offering ” shall have the meaning set forth in Section 5.8(a) .

“ Short - Form Registration ” shall have the meaning set forth in Section 5.1(c) .

“ Similar Securities ” shall have the meaning set forth in Section 5.2(a) .

“ Special Registration ” shall mean the registration of (i) equity securities and/or options or other rights in respect thereof solely registered on Form S-4, Form S-8 or any successor forms thereto; or (ii) shares of equity securities and/or options or other rights in respect thereof to be offered solely in connection with an employee benefit or dividend reinvestment plan.

“ Subscriber ” shall have the meaning set forth in the Preamble.

“ Subscription Closing ” shall have the meaning set forth in Section 2.2 .

“ Subscription Closing Date ” shall have the meaning set forth in Section 2.2 .

“ Subscription Shares ” shall have the meaning set forth in the Recitals.

“ Subsidiary ” shall mean, with respect to any Person, any other entity (i) whose securities or other ownership interests, having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions, are Beneficially Owned or Controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power, directly or indirectly, to direct, or (iii) of which 50% or more of the securities, partnership or other ownership interests are owned, directly or indirectly, by such Person.

“ Take - Down Notice ” shall have the meaning set forth in Section 5.8(a) .

“ Transfer ” shall mean any direct or indirect sale, transfer, assignment, pledge, hypothecation, mortgage, license, gift, creation of a security interest in or lien on, placement in trust (voting or otherwise), encumbrance or other disposition of any kind to any Person. The term “Transferred” shall have a correlative meaning.

“ U.S. GAAP ” shall have the meaning set forth in Section 6.13 .

“ Voting Securities ” shall mean the Company Ordinary Shares together with any Other Shares.

“ WKSI ” shall have the meaning set forth in Section 5.1(e) .

Section 1.2 Other Definitional Provisions . Except as expressly set forth in this Agreement or unless the express context otherwise requires:

(a) the words “hereof”, “herein”, and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(d) any reference herein to “USD” and “$” are to United States Dollars;

(e) any references herein to “EUR”, “euro” or “€” are to the single currency of the European Union;

(f) wherever the word “include”, “includes” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation”;

(g) references herein to any gender includes the other gender;

(h) a reference to a Person (including a party to this Agreement) includes a reference to that Person’s legal personal representatives and permitted successors and assigns;

(i) a reference to a document is a reference to that document as may be supplemented, amended or modified from time to time;

(j) any reference in this Agreement to any statute or statutory provision shall be deemed to include any statute or statutory provision that amends, extends, consolidates, re-enacts or replaces same, or which has been amended, extended, consolidated, re-enacted or replaced (whether before or after the date of this Agreement) by same and shall include any orders, regulations, instruments or other subordinate legislation made under the relevant statute;

(k) words and phrases the definitions of which are contained or referred to in the Companies Acts shall be construed as having the meanings thereby attributed to them; and

(l) any reference to an Irish legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than Ireland, be deemed to include a reference to what most nearly approximates in that jurisdiction to the Irish legal term.

ARTICLE II

SUBSCRIPTION

Section 2.1 Subscription . Subject to the terms and conditions of this Agreement, Subscriber hereby subscribes for the Subscription Shares for an aggregate price of $26,000,000 (the “ Subscription Price ”).

Section 2.2 Closing . The closing of the transactions contemplated hereby (the “ Subscription Closing ”) is subject to and conditional upon the completion of the Demerger having occurred in accordance with the provisions of the Demerger Agreement. Upon satisfaction of this condition, the Subscription Closing shall occur immediately after the completion of the Demerger (the “ Subscription Closing Date ”) and at such place as the parties may agree. At the Subscription Closing, the Company shall allot and issue the Subscription Shares to Subscriber, credited as fully paid.

Section 2.3 Delivery . At the Subscription Closing, (i) Subscriber shall pay the Subscription Price for the Subscription Shares by wire transfer of immediately available funds to an account or accounts designated by the Company and (ii) the Company shall deliver to Subscriber share certificates representing the Subscription Shares and write up the Company’s statutory register to record the Subscriber as the holder of the Subscriber Shares.

Section 2.4 Exemption from Registration . The Subscription Shares will be issued under an exemption or exemptions from registration under the Securities Act of 1933, as amended (the “ Securities Act ”). No federal or state agency or regulatory authority has made or will make any finding or determination as to the fairness of the offering of the Subscription Shares for public investment, or any recommendation or endorsement of the Subscription Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company . The Company represents and warrants to Elan and Subscriber as of the date hereof that:

(a) Organization . The Company is a public limited company duly incorporated and validly existing under the laws of Ireland.

(b) Authorization . The Company has all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the

performance of its obligations hereunder have been duly authorized by all necessary action of the Company, including the approval of the Board. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by Elan and Subscriber, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and, as to enforceability, by general equitable principles.

(c) No Violation . The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of the Company; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance on any of the assets of the Company (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon the Company; or (iii) conflict with, breach or violate any law applicable to the Company or by which its properties are bound or affected, except, in the case of clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or conflict that would not, individually or in the aggregate, reasonably be expected to impair the ability of the Company to perform its obligations under this Agreement.

(d) Capitalization .

(i) As of the date hereof, the authorized share capital of the Company consists of (A) 100,000,000 Company Ordinary Shares, and (B) 10,000 Euro Deferred Shares. As of the date hereof, no Company Ordinary Shares were issued and outstanding, and 1,750 Euro Deferred Shares were issued and outstanding.

(ii) As of the Subscription Closing, the authorized share capital of the Company will consist of (A) 100,000,000 Company Ordinary Shares, and (B) 10,000 Euro Deferred Shares. As of the Subscription Closing, 1,750 Euro Deferred Shares will be issued and outstanding.

(iii) As of the date hereof, and as of the Closing, there are no options, warrants or other rights outstanding to purchase or otherwise acquire, or any securities convertible into, any of the Company’s authorized share capital. As of the date hereof, and as of the Closing, other than as set forth in this Agreement, there are no agreements, arrangements or understandings concerning the voting, acquisition or disposition of any of the Company’s outstanding securities to which the Company is a party or of which it is otherwise aware. As of the date hereof, and as of the Closing, other than as set forth in this Agreement, the Company has not entered into any agreement to register any of the Company’s outstanding securities under the U.S. federal securities laws.

(iv) All of the outstanding Company Ordinary Shares have been issued in accordance with applicable state, federal and foreign laws and regulations governing the sale and purchase of securities, all of such shares have been duly and validly issued and all such shares are fully paid and non-assessable, and none of such shares carry preemptive or similar rights.

(e) Subscription Shares. The Subscription Shares, when issued, allotted and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of all liens and restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

Section 3.2 Representations and Warranties of Elan and Subscriber . Elan and Subscriber jointly and severally represent and warrant to the Company as of the date hereof that:

(a) Organization . Elan is a public limited company incorporated and validly existing under the laws of Ireland. Subscriber is (i) a private limited company incorporated and validly existing under the laws of Ireland and (ii) an indirect wholly-owned subsidiary of Elan.

(b) Authorization . Each of Elan and Subscriber has all requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery by each of Elan and Subscriber of this Agreement and the performance of their respective obligations hereunder have been duly authorized by all necessary action of Elan and Subscriber, including the approval of their respective boards of directors. This Agreement has been duly executed and delivered by Elan and Subscriber and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the legal, valid and binding obligation of each of Elan and Subscriber, enforceable against each of Elan and Subscriber in accordance with its terms, except as limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and, as to enforceability, by general equitable principles.

(c) No Violation . The execution and delivery of this Agreement by Elan and Subscriber and the performance of their respective obligations hereunder will not constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of Elan or Subscriber; (ii) a breach or violation of, a termination (or right of termination) or default under, the creation or acceleration of any obligations under, or the creation of an Encumbrance on any of the assets of Elan or Subscriber (with or without notice, lapse of time or both) pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation binding upon Elan or Subscriber; or (iii) conflict with, breach or violate any law applicable to Elan or Subscriber or by which their respective properties are bound or affected, except, in the case of sub-clauses (ii) and (iii) above, for any breach, violation, termination, default, creation, acceleration or conflict that would not, individually or in the aggregate, reasonably be expected to impair the ability of Elan or Subscriber to perform its obligations under this Agreement.

(d) Investment Representations .

(i) Subscriber is an “accredited investor” as defined in Rule 501(a) of Regulation D of the Securities Act. Subscriber is sophisticated in transactions of this type and capable of evaluating the merits and risks of the transactions described herein,

has the capacity to protect its own interests, and is aware of the risks relating to an investment in the Company. Subscriber is able to bear the economic risks of this investment and, consequently, without limiting the generality of the foregoing and subject to Subscriber’s obligations pursuant to Section 4.4 of this Agreement, Subscriber is able to hold the Subscription Shares for an indefinite period of time and has a sufficient net worth to sustain a loss of its entire investment in the Subscription Shares. Subscriber has not been formed solely for the purpose of entering into the transactions described herein and is acquiring the Subscription Shares for investment for its own account, not as a nominee or agent, and not with the view to distribute or sell any part thereof. Subscriber has been afforded the opportunity to ask questions of, and receive information about, the Company and its business and prospects, from management and representatives of the Company, and has relied on its own independent judgment in making a judgment about an investment in the Subscription Shares.

(ii) Nothing contained in this Section 3.2(d) shall limit any of the Company’s representations or warranties or limit Elan or Subscriber’s recourse in respect thereof.

ARTICLE IV

VOTING AND TRANSFER

Section 4.1 Voting .

(a) From the date of this Agreement and until the date that Elan or its Subsidiaries cease to own any Elan Controlled Securities, Elan shall, and shall cause its Subsidiaries to (in each case, to the extent that they own any Elan Controlled Securities), be present, in person or by proxy, at each and every Company shareholder meeting, and otherwise cause all Elan Controlled Securities owned by them to be counted as present for purposes of establishing a quorum at any such meeting, and to vote or consent on any matter (including waivers of contractual or statutory rights), or cause to be voted or consented on any such matter, all such Elan Controlled Securities in proportion to the votes cast by holders of Company Ordinary Shares other than Elan and its Subsidiaries on such matter.

(b) From the date of this Agreement and until the date that Elan, and its Subsidiaries cease to own any Elan Controlled Securities, Elan hereby grants, and shall cause its Subsidiaries (in each case, to the extent that they own any Elan Controlled Securities) to grant, an irrevocable proxy, which shall be deemed coupled with an interest sufficient in law to support an irrevocable proxy to the Company or its designees, to vote, with respect to any matter (including waivers of contractual or statutory rights), all Elan Controlled Securities owned by them, in proportion to the votes cast by the holders of Company Ordinary Shares other than Elan and its Subsidiaries on such matter; provided , that (i) such proxy shall automatically be revoked as to a particular Subscriber Share upon any sale, transfer or other disposition of such Subscriber Share from Elan or any of its Subsidiaries to a Person other than Elan or any of its Subsidiaries; and (B) nothing in this Section 4.1(b) shall limit or prohibit any such sale, transfer or disposition.

(c) Elan acknowledges and agrees that the Company will be irreparably damaged in the event any of the provisions of this Article IV are not performed by Elan and its

Subsidiaries in accordance with the specific terms of such section or are otherwise breached. Accordingly, it is agreed that the Company shall be entitled to an injunction to prevent breaches of this Article IV and to specific enforcement of the provisions of this Article IV in any action instituted in any Irish court having subject matter jurisdiction.

Section 4.2 Restrictions on Transfer . Subscriber may Transfer the Elan Controlled Securities, in whole at any time or in part from time to time, without the prior consent of the Company and without restriction; provided , however , that:

(a) any Transfer of Elan Controlled Securities effected pursuant to an SEC-registered offering (including an underwritten registered offering) shall be subject to the requirements of Article V ;

(b) Subscriber shall not Transfer any Elan Controlled Securities other than in an SEC-registered offering (including an underwritten registered offering) or pursuant to an exemption from registration under the Securities Act; and

Section 4.3 Permitted Transferees . Prior to any Transfer of all or any portion of the Elan Controlled Securities to any Permitted Transferee, such Permitted Transferee shall agree in writing to acquire and hold such Transferred Elan Controlled Securities subject to and in accordance with, be bound by the terms of, and assume all the rights set forth in, this Agreement, as if such Permitted Transferee were Subscriber hereunder.

Section 4.4 Legends on Elan Controlled Securities; Securities Act Compliance . (a) Each share certificate representing Elan Controlled Securities shall bear the following legend (and a comparable notation or other arrangement will be made with respect to any uncertificated Elan Controlled Securities):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE ISSUER RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.”

(b) Subscriber agrees that it will, if requested by the Company, deliver at the Company’s expense to the Company an opinion of reputable U.S. counsel selected by Subscriber and reasonably acceptable to the Company, in form and substance reasonably satisfactory to the Company and counsel for the Company, that any Transfer made, other than in connection with an SEC- registered offering by the Company, does not require registration under the Securities Act.

(c) In connection with any Transfer pursuant to this Article IV, the Company shall remove the legend described in Section 4.4(a) as is appropriate under the circumstances; provided , that, at such time as Subscriber delivers at its expense to the Company an opinion of reputable U.S. counsel selected by Subscriber and reasonably acceptable to the Company, that all or any portion of the Elan Controlled Securities may be freely sold without registration under the Securities Act, the Company agrees that it will promptly after the later of the delivery of such opinion and, in the case of certificated Elan Controlled Securities, the delivery by Subscriber to the Company or its transfer agent of a certificate or certificates (in the case of a Transfer, in the proper form for Transfer) representing such Elan Controlled Securities issued with the legend set forth in Section 4.4(a) , deliver or cause to be delivered to Subscriber a replacement stock certificate or certificates representing such Elan Controlled Securities that is free from the legend set forth in Section 4.4(a) (or in the case of uncertificated Elan Controlled Securities, free of any notation or arrangement set forth in Section 4.4(a) ).

Section 4.5 Cooperation . Without limiting the generality of Section 4.4 or Section 5.4 , the Company shall cooperate in the sale of any Elan Controlled Securities and shall, as expeditiously as possible, to the extent requested by Elan and to the extent permitted under applicable law, (i) use its reasonable best efforts to cooperate with Subscriber and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of certificates or uncertificated shares, as the case may be, representing the Elan Controlled Securities to be sold under any Registration Statement or pursuant to any sale that does not require registration under the Securities Act, in a form eligible for deposit with the Depository Trust Company (“ DTC ”) not bearing any restrictive legends (other than as required by DTC) and not subject to any stop transfer order with any transfer agent, (ii) cause such Elan Controlled Securities to be issued in such denominations and registered in such names as the managing underwriter(s), if any, may request in writing or, if not an underwritten offering, in accordance with the instructions of Subscriber, and (iii) take any and all actions requested or required to be taken by DTC or Elan to induce DTC to deem the Elan Controlled Securities eligible for its depository and book-entry transfer services and to allocate the Elan Controlled Securities to DTC participants on the date such Elan Controlled Securities are accepted by DTC, to induce Cede & Co. (“ Cede ”) to hold legal title to the Elan Controlled Securities and to induce National Securities Clearing Corporation (“ NSCC ”) to provide its clearing services with respect to the Elan Controlled Securities, including without limitation, through the provision of any information requested by DTC, Cede or NSCC, the execution of one or more agreements or other documents related thereto, the delivery of one or more opinions of counsel related thereto and cooperation with respect to, and execution of, any submission to the Revenue Commissioners of Ireland in respect to any stamp taxes related thereto, by in each case, at least two (2) Business Days prior to the execution of any agreement to sell the Elan Controlled Securities.

ARTICLE V

REGISTRATION RIGHTS

Section 5.1 Demand Request . (a) Until the Registration Rights Termination Date, in connection with any Transfer of Elan Controlled Securities, Subscriber may, request in writing

that the Company effect a registration under the Securities Act of all or such part of the Elan Controlled Securities as Subscriber requests to Transfer (such request, a “ Demand Request ”). Upon receipt of any Demand Request, the Company shall use reasonable endeavors to file, as promptly as practicable but in any event not later than the date that is forty five (45) calendar days after receipt by the Company of such Demand Request, in accordance with the provisions of this Agreement, a Registration Statement with the SEC (a “ Demand Registration Statement ”) covering all such Elan Controlled Securities, in accordance with the method or methods of distribution thereof elected by Subscriber. Each Demand Request shall specify the aggregate number of Elan Controlled Securities to be registered and the intended method or methods of distribution thereof. Any registration requested by Subscriber under this Section 5.1(a) , Section 5.1(c) or Section 5.1(e) is referred to in this Agreement as a “ Demand Registration . ”

(b) Subscriber shall be entitled to initiate no more than six (6) Demand Registrations, including Shelf Underwritten Offerings, in the aggregate; provided , however , that the Company shall not be obligated to effect such Demand Registration during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration. No request for registration shall count for the purposes of the limitations in this Section 5.1(b) if (i) Subscriber determines in good faith to withdraw (prior to the effective date of the Registration Statement relating to such request) the proposed registration, upon written notice to the Company, due to marketing conditions or regulatory reasons prior to the execution of an underwriting agreement or purchase agreement relating to such request; provided that Subscriber reimburses the Company for all Registration Expenses incurred in good faith by the Company in connection with such Demand Registration prior to the date of such withdrawal, (ii) the Registration Statement relating to a Demand Request is not declared effective within two hundred seventy (270) calendar days after the date such Registration Statement is filed with the SEC (other than by reason of Subscriber having refused to proceed or a misrepresentation or an omission by Subscriber), (iii) prior to the sale of at least fifty percent (50%) of the Elan Controlled Securities included in the applicable registration relating to a Demand Request, such registration is adversely affected by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason and the Company fails to have such stop order, injunction, or other order or requirement removed, withdrawn or resolved to the reasonable satisfaction of Subscriber within thirty (30) calendar days after the date of such order, (iv) Subscriber withdraws its request in the circumstances described in Section 5.1(f) or (v) the conditions to closing specified in any underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied as a result of a default or breach thereunder by the Company that proximately and primarily caused the failure of such conditions.

(c) The Company shall use reasonable endeavors to qualify for registration on Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “ Short - Form Registration ”), and, if requested by Subscriber and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration, and the sale on a continuous or delayed basis, of the Elan Controlled Securities, pursuant to Rule 415 under the Securities Act or otherwise (a “ Shelf Registration Statement ”). Following the twelve (12) month anniversary of the Subscription Closing Date and prior to the Registration Rights Termination Date, Subscriber may request no more than five (5) Short-Form

Registrations, if available to the Company, with respect to the Elan Controlled Securities, which shall count toward the six (6) Demand Registrations to which Subscriber is entitled pursuant to Section 5.1(b) ; provided that the Company shall not be obligated to effect any Short-Form Registration pursuant to this Section 5.1(c) , during the ninety (90) calendar day period following the effective date of a Registration Statement pursuant to any other Demand Registration, including any Shelf Registration Statement. In no event shall the Company be obligated to effect any shelf registration other than pursuant to a Short-Form Registration. If any Demand Registration is proposed to be a Short-Form Registration and an underwritten offering, if the managing underwriter(s) shall advise the Company and Subscriber that, in its good faith opinion, it is of material importance to the success of such proposed offering to include in such Registration Statement information not required to be included in a Short-Form Registration, then the Company shall supplement the Short-Form Registration as reasonably requested by such managing underwriter(s).

(d) Upon filing any Short-Form Registration, the Company shall use reasonable endeavors to keep such Short-Form Registration effective with the SEC, to re-file such Short-Form Registration upon its expiration, and to cooperate in any shelf take-down, whether or not underwritten, by amending or supplementing the Prospectus related to such Short-Form Registration as may be reasonably requested by Subscriber, or as otherwise required, until the earlier of (i) such time as all Elan Controlled Securities that could be sold in such Short-Form Registration have been sold or are no longer outstanding and (ii) the Registration Rights Termination Date.

(e) To the extent that the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “ WKSI ”) at the time any Demand Request for a Short-Form Registration is submitted to the Company and, pursuant to such Demand Request, Subscriber requests that the Company file a Shelf Registration Statement, the Company shall file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “ Automatic Shelf Registration Statement ”) in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder, which covers those Elan Controlled Securities which are requested to be registered. The Company shall pay the registration fee in respect of a take-down from an Automatic Shelf Registration Statement within one (1) Business Day of the date of such take-down. The Company shall use reasonable endeavors to remain a WKSI (and not to become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period in which any Automatic Shelf Registration Statement is effective. If, at any time following the filing of an Automatic Shelf Registration Statement when the Company is required to re-evaluate its WKSI status, the Company determines that it is not a WKSI, the Company shall use reasonable endeavors to post-effectively amend the Automatic Shelf Registration Statement to a Shelf Registration Statement on Form S-3 or file a new Shelf Registration Statement on Form S-3, have such Shelf Registration Statement declared effective by the SEC and keep such Registration Statement effective during the period in which such Short-Form Registration is required to be kept effective in accordance with Section 5.1(d) .

(f) If the filing, initial effectiveness or continued use of a Registration Statement, including a Shelf Registration Statement, with respect to a Demand Registration, would require the Company to make a public disclosure of material non-public information,

which disclosure the Company determines in good faith (after consultation with external legal counsel), (i) would be required to be made at such time in any Registration Statement so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and (iii) would reasonably be expected to have an adverse effect on the Company or its business or on the Company’s ability to effect a reasonably imminent material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, then the Company may, upon giving prompt written notice of such determination to Subscriber, delay the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or a Prospectus or Free Writing Prospectus; provided , however , that the Company shall not be permitted to do so (x) on more than one (1) occasion in any six (6) month period or (y) for any single period of time in excess of sixty (60) days (in any such case, a “ Blackout Period ”). In the event that the Company exercises its rights under the preceding sentence, Subscriber agrees to suspend, promptly upon receipt of the notice referred to above, the use of any Prospectus relating to such Demand Registration in connection with any sale or offer to sell Elan Controlled Securities. If the Company so delays the filing or initial effectiveness of, or suspend the use of, as applicable, such Registration Statement or a Prospectus or Free Writing Prospectus, Subscriber shall be entitled to withdraw such request and, if such request is withdrawn, such registration request shall not count for the purposes of the limitations set forth in Section 5.1(b) or Section 5.1(c) .

(g) If a Demand Request provides that Subscriber intends the Elan Controlled Securities covered thereby shall be distributed by means of an underwritten offering, or if Subscriber delivers to the Company a Take-Down Notice, the lead underwriter to administer the offering and any other underwriters to participate in the offering shall be chosen by Subscriber, subject to the prior written consent, not to be unreasonably withheld or delayed, of the Company.

(h) The Company shall not include in any Demand Registration pursuant to this Section 5.1 any securities that are not Elan Controlled Securities without the prior written consent of Subscriber.

(i) Subscriber shall have the right to notify the Company prior to the effectiveness of a Registration Statement relating to a Demand Registration that such Registration Statement be abandoned or withdrawn, in which event the Company shall promptly abandon or withdraw such Registration Statement.

Section 5.2 Piggy-Back Registration . (a) If, at any time, the Company proposes or is required to file a Registration Statement under the Securities Act with respect to an offering of securities of the Company of the same class as the Elan Controlled Securities (such securities “ Similar Securities ”), whether or not for sale for its own account (including a Shelf Registration Statement on Form S-3, but excluding a Registration Statement that is (i) solely in connection with a Special Registration or (ii) pursuant to a Demand Registration in accordance with Section 5.1 , the Company shall give written notice as promptly as practicable, but not later than fifteen (15) calendar days prior to the anticipated date of filing of such Registration Statement, to Subscriber of its intention to effect such registration and shall include in such registration all Elan Controlled Securities with respect to which the Company has received written notice from Subscriber for inclusion therein within ten (10) calendar days after

the date of the Company’s notice (a “ Piggyback Registration ”). In the event that Subscriber makes such written request, Subscriber may withdraw its Elan Controlled Securities from such Piggyback Registration by giving written notice to the Company and the managing underwriter, if any, at any time at least two (2) Business Days prior to the effective date of the Registration Statement relating to such Piggyback Registration. The Company may terminate or withdraw any Piggyback Registration under this Section 5.2(a) , whether or not Subscriber has elected to include Elan Controlled Securities in such registration; provided , however , that, if Subscriber has elected to include Elan Controlled Securities in such registration and the Company terminates or withdraws such Piggyback Registration after the date on which the applicable Registration Statement is declared effective, the Company shall reimburse Subscriber for all Selling Expenses paid by Subscriber in respect of Elan Controlled Securities included therein which are unsold on the date of such withdrawal or termination. No Piggyback Registration shall count towards the number of Demand Registrations to which Subscriber is entitled under Section 5.1(b) or Section 5.1(c) .

(b) If a Piggyback Registration under Section 5.2(a) is proposed to be underwritten, the Company shall so advise Subscriber as a part of the written notice given pursuant to Section 5.2(a) . In such event, the lead underwriter to administer the offering shall be chosen by the Company, subject to the prior written consent, not to be unreasonably withheld or delayed, of Subscriber.

(c) The Company shall pay all expenses (subject to and in accordance with Section 5.5 ) in connection with any Piggyback Registration, whether or not any registration or prospectus becomes effective or final or is terminated or withdrawn by the Company.

(d) If any Similar Securities are to be sold in an underwritten primary offering on behalf of the Company, Subscriber may include all the Elan Controlled Securities it requests in such Piggyback Registration on the same terms and conditions as such Similar Securities included therein; provided , however , that if such offering involves a firm commitment underwritten offering and the managing underwriter(s) of such offering advises the Company and Subscriber in writing that, in its good faith opinion, the total number or dollar amount of Similar Securities proposed to be sold in such offering and Elan Controlled Securities requested by Subscriber to be included therein, in the aggregate, exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration or prospectus only such number of securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be included in the following order of priority:

(i) first , the securities that the Company proposes to sell;

(ii) second , the Elan Controlled Securities requested to be included by Subscriber and any Similar Securities requested to be included by any other Persons exercising their contractual rights to piggyback registration, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein; and

(iii) third , any securities requested to be included therein by any other Persons (other than the Company and Subscriber and other Persons with restricted piggyback registration rights), allocated among such Persons in such manner as the Company may determine.

(e) If the securities to be registered pursuant to this Section 5.2 are to be sold in an underwritten secondary offering on behalf of holders of Similar Securities, Subscriber may include all Elan Controlled Securities requested to be included in such registration in such offering on the same terms and conditions as any Similar Securities included therein; provided , however , that if the managing underwriter(s) of such offering advises the Company and Subscriber in writing that, in its good faith opinion, the total number or dollar amount of securities to be included therein exceeds the largest number or dollar amount of securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities shall be so included in the following order of priority:

(i) first , the Similar Securities requested to be included therein by the holders exercising their contractual rights to demand such registration and the Elan Controlled Securities requested to be included by Subscriber, pro rata (if applicable) on the basis of the aggregate number of securities so requested to be included therein by each such holder; and

(ii) second , any Similar Securities requested to be included therein by the Company or any other Person not exercising a contractual right to demand registration, allocated among such Persons in such manner as the Company may determine.

Section 5.3 Termination of Registration Obligation . Notwithstanding anything to the contrary herein, the obligation of the Company to register Elan Controlled Securities pursuant to this Article V and maintain the effectiveness of any Demand Registration Statement filed pursuant to Section 5.2 shall terminate on the first date on which the registration or other sale, transfer or disposition of all the Elan Controlled Securities from Subscriber or any of its Subsidiaries to a Person other than Subscriber or any of its Subsidiaries occurs (the “ Registration Rights Termination Date ”).

Section 5.4 Registration Procedures . Subject to Section 5.1(f) , whenever Subscriber shall have requested that any Elan Controlled Securities be registered pursuant to Section 5.1 or Section 5.2 , the Company shall use reasonable endeavors to effect, as soon as practicable as provided herein, the registration and sale of such Elan Controlled Securities in accordance with the intended method or methods of disposition thereof, until the Registration Rights Termination Date. Without limiting the generality of the foregoing, and pursuant thereto, the Company shall, until the Registration Rights Termination Date, cooperate in the sale of such Elan Controlled Securities and shall, as expeditiously as possible:

(a) prepare and file with the SEC a Registration Statement with respect to such Elan Controlled Securities as provided herein, make all required filings with FINRA and, if such Registration Statement is not automatically effective upon filing, use reasonable endeavors to cause such Registration Statement to be declared effective as promptly as practicable after the filing thereof; provided , however , that, before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including free writing prospectuses under Rule 433 under the Securities Act, each, a “ Free Writing Prospectus ”), the Company shall furnish to Subscriber and the managing underwriter(s), if any, copies of the Registration Statement and all other documents proposed to be filed (including exhibits thereto), including, upon the reasonable request of Subscriber and to the extent reasonably practicable, all documents that would be incorporated by reference or deemed to be incorporated by reference therein, which Registration Statement will be subject to the reasonable review and comment of Subscriber and its counsel, at Subscriber’s sole expense. The Company shall not file any Registration Statement or Prospectus or any amendments or supplements thereto (including Free Writing Prospectuses) with respect to any registration pursuant to Section 5.1 to which Subscriber and its counsel or the managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless in the opinion of the Company, such filing is necessary to comply with applicable law;

(b) prepare and file with the SEC such amendments and supplements to such Registration Statement, the Prospectus used in connection therewith (including Free Writing Prospectuses) and Exchange Act reports as may be necessary to keep such Registration Statement effective for a period of (i) with respect to a Registration Statement other than a Shelf Registration Statement, (A) not less than four (4) months, (B) if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter(s), a Prospectus is required by law to be delivered in connection with sales of Elan Controlled Securities by an underwriter or dealer or (C) such shorter period as will terminate when all of the securities covered by such Registration Statement have been disposed of in accordance with the intended methods of distribution by the seller or sellers thereof set forth in such Registration Statement (but in any event not before the expiration of any longer period required under the Securities Act); or (ii) in the case of a Shelf Registration Statement, the period set forth in Section 5.1(d) , and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such Registration Statement;

(c) furnish to Subscriber and the managing underwriter(s), if any, such number of conformed copies, without charge, of such Registration Statement, each amendment and supplement thereto, including each preliminary and final Prospectus, any Free Writing Prospectus, all exhibits and other documents filed therewith and such other documents as such Persons may reasonably request, including in order to facilitate the disposition of the Elan Controlled Securities in accordance with the intended method or methods of disposition thereof; and the Company, subject to the penultimate paragraph of this Section 5.4 , hereby consents to the use of such Prospectus and each amendment or supplement thereto by Subscriber and the managing underwriter(s), if any, in connection with the offering and sale of the Registered Shares covered by such Prospectus and any such amendment or supplement thereto;

(d) use its reasonable endeavors to register or qualify such Elan Controlled Securities under such other securities or “blue sky” laws of such jurisdictions as Subscriber reasonably requests and do any and all other acts and things that may be necessary or reasonably advisable to enable Subscriber to consummate the disposition in such jurisdictions of the Elan Controlled Securities in accordance with the intended method of distribution thereof ( provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection; (ii) subject itself to taxation in any jurisdiction wherein it is not so subject; or (iii) take any action which would subject it to general service of process in any jurisdiction wherein it is not so subject);

(e) use its reasonable endeavors to cause all Elan Controlled Securities covered by such Registration Statement to be registered with or approved by such other governmental agencies, authorities and self-regulatory bodies as may be necessary or reasonably advisable in light of the business and operations of the Company to enable Subscriber or the managing underwriter(s), if any, to consummate the disposition of such Elan Controlled Securities in the United States in accordance with the intended method of disposition thereof;

(f) promptly notify Subscriber and the managing underwriter(s), if any, at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the occurrence of any event or existence of any fact as a result of which the Prospectus (including any information incorporated by reference therein) included in such Registration Statement, as then in effect, contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made, and, as promptly as practicable upon discovery, prepare and furnish to Subscriber a reasonable number of copies of a supplement or amendment to such Prospectus, or file any other required document, as may be necessary so that, as thereafter delivered to any prospective purchasers of such Elan Controlled Securities, such Prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in light of the circumstances under which they were made;

(g) notify Subscriber, Subscriber’s counsel and the managing underwriter(s) of any underwritten offering, if any, (i) when the Registration Statement, any pre-effective amendment, the Prospectus or any Prospectus supplement or any post-effective amendment to the Registration Statement or any Free Writing Prospectus has been filed and, with respect to such Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the SEC for amendments or supplements to such Registration Statement or to such Prospectus or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or the initiation of any proceedings for that purpose; and (iv) of the suspension of the qualification of such securities for offering or sale in any jurisdiction, or the institution of any proceedings for any such purposes;

(h) use its reasonable endeavors to cause all such Elan Controlled Securities covered by such registration statement to be listed (after notice of issuance) on NASDAQ or the principal securities exchange or interdealer quotation system on which the Company Ordinary Shares are then listed or quoted;

(i) enter into such agreements (including underwriting agreements with customary provisions) and take all such other actions as Subscriber (if such registration is a Demand Registration) or the managing underwriter(s), if any, reasonably request in order to expedite or facilitate the disposition of such Elan Controlled Securities;

(j) make available for inspection by Subscriber and Subscriber’s counsel, any managing underwriter(s) participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by Subscriber or underwriter(s), all financial and other records, pertinent corporate documents and documents relating to the business of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by Subscriber or such underwriter(s), attorney, accountant or agent in connection with such Registration Statement; provided , however , that Subscriber shall, and shall use reasonable endeavors to cause each such underwriter(s), accountant or other agent to (i) enter into a confidentiality agreement in form and substance reasonably satisfactory to the Company; and (ii) minimize the disruption to the Company’s business in connection with the foregoing;

(k) otherwise use reasonable endeavors to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable after the effective date of the Registration Statement, an earnings statement covering the period of at least 12 months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(l) in the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing the use of any related Prospectus or ceasing trading of any securities included in such Registration Statement for sale in any jurisdiction, use reasonable endeavors to obtain the withdrawal of such order as soon as reasonably practicable;

(m) subject to Section 5.5 , cause its senior management to use reasonable endeavors to support the marketing of the Elan Controlled Securities covered by the Registration Statement pursuant to any Demand Registration (including participation in “road shows”), taking into account the Company’s business needs;

(n) obtain one or more comfort letters, addressed to Subscriber (to the extent consistent with Statement on Auditing Standards No. 72 of the American Institute of Certified Public Accountants), dated the effective date of such Registration Statement and, if requested by Subscriber, dated the date of sale by Subscriber (and, if such registration includes an underwritten public offering, including any Shelf Underwritten Offering, addressed to each of the managing underwriter(s) and dated the date of the execution of the underwriting agreement and if requested by Subscriber, the closing under the underwriting agreement for such offering), signed by the independent public accountants who have issued an audit report on the Company’s financial statements included in such Registration Statement in customary form and covering such matters of the type customarily covered by comfort letters as Subscriber reasonably requests;

(o) provide legal opinions of the Company’s outside counsel (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter(s), if any, and Subscriber’s counsel), addressed to the Company, dated the effective date of such Registration Statement, each amendment and supplement thereto, and, if requested by Subscriber, dated the date of sale by Subscriber (and, if such registration includes an underwritten public offering, including any Shelf Underwritten Offering, addressed to each of the managing underwriter(s) and dated the date of the closing under the underwriting agreement), with respect to the Registration Statement, each amendment and supplement thereto (including the preliminary Prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature and such other matters as may be reasonably requested by Subscriber counsel (and, if applicable, by the managing underwriter(s)); and

(p) use its reasonable endeavors to take or cause to be taken all other actions, and do and cause to be done all other things, necessary or reasonably advisable in the opinion of Subscriber’s counsel to effect the registration of such Elan Controlled Securities contemplated hereby.

Subject to the limitations on the Company’s ability to delay the filing or initial effectiveness of, or suspend the use of, as applicable, a Registration Statement or a Prospectus or Free Writing Prospectus pursuant to Section 5.1(f) , Subscriber agrees that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 5.4(f) , Subscriber shall promptly discontinue its disposition of Elan Controlled Securities pursuant to any Registration Statement until Subscriber’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.4(f) . If so directed by the Company, Subscriber shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, in Subscriber’s possession of the Prospectus covering such Elan Controlled Securities at the time of receipt of such notice. In the event that the Company shall give any such notice, the period mentioned in Section 5.4(b) , as applicable, shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when Subscriber shall have received the copies of the supplemented or amended Prospectus contemplated by Section 5.4(f) .

In the case of any underwritten offering of Elan Controlled Securities registered under a Demand Registration Statement filed pursuant to Section 5.1(a) , or in the case of a Piggyback Registration under Section 5.2 , (i) all Elan Controlled Securities or Similar Securities to be included in such offering or registration, as the case may be, shall be subject to the applicable underwriting agreement with customary terms and neither Subscriber nor any holder of Similar Securities may participate in such offering or registration unless such Person agrees to sell such Person’s securities on the basis provided therein; and (ii) neither Subscriber nor any holder of Similar Securities may participate in such offering or registration unless such Person completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required to be executed in connection therewith, and provides such other information to the Company or the underwriter(s) as may be reasonably requested to offer or register such Person’s Elan Controlled Securities or Similar Securities, as the case may be; provided , however , that (A) Subscriber shall not be required to make any representations or warranties other than those related to title and ownership of, and

power and authority to transfer, the Elan Controlled Securities included therein and as to the accuracy and completeness of statements made in the applicable Registration Statement, Prospectus or other document in reliance upon, and in conformity with, written information prepared and furnished to the Company or the managing underwriter(s) by Subscriber pertaining exclusively to Subscriber and (B) the aggregate amount of liability of Subscriber pursuant to any indemnification obligation thereunder shall not exceed the net proceeds received by Subscriber from such offering.

Section 5.5 Registration Expenses . (a) Except as otherwise provided in this Agreement, all expenses incidental to the Company’s performance of or compliance with this Agreement (the “ Registration Expenses ”), including (i) all registration and filing fees (including (A) with respect to filings required to be made with the SEC, all applicable securities exchanges and/or FINRA and (B) compliance with securities or blue sky laws including any fees and disbursements of counsel for the underwriter(s) in connection with blue sky qualifications of the Elan Controlled Securities pursuant to Section 5.4(d) ); (ii) word processing, duplicating and printing expenses (including of printing Prospectuses, if the printing of Prospectuses is requested by the managing underwriter(s), if any, or by Subscriber); (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company; (v) fees and disbursements of all independent certified public accountants (including, without limitation, the fees and disbursements in connection with any “cold comfort” letters required by this Agreement), other special experts, retained by the Company, shall be borne by the Company. The Company shall, in any event, pay its internal expenses, the expenses of any annual audit or quarterly review, the expenses of any liability insurance, the expenses and fees for listing the Elan Controlled Securities to be registered on the applicable securities exchange. All underwriting discounts, selling commissions, fees and disbursements of counsel for Subscriber and transfer taxes (collectively, “ Selling Expenses ”) incurred in connection with the offering of any Elan Controlled Securities shall be borne by Subscriber. For the avoidance of doubt, the Company shall not bear any Selling Expenses in connection with its obligations under this Agreement. All expenses incurred in connection with any “road shows” undertaken pursuant to Section 5.4(n) shall be borne in equal proportion by Subscriber and the Company.

(b) The Company shall not, however, be required to pay Registration Expenses for any Demand Registration begun pursuant to Section 5.1(a) , Section 5.1(c) or Section 5.1(e) , the request of which has been subsequently withdrawn by Subscriber unless the withdrawal is (i) requested under the circumstances described in Section 5.1(f) ; or (ii) based upon (A) any fact, circumstance, event, change, effect or occurrence that individually or in the aggregate with all other facts or circumstances, events, changes, effects or occurrences has a material adverse effect on the Company or (B) material adverse information concerning the Company that the Company had not publicly disclosed at least forty-eight (48) hours prior to such registration request or that the Company had not otherwise notified, in writing, Subscriber of at the time of such request.

Section 5.6 Indemnification; Contribution . (a) The Company shall, and it hereby agrees to, (i) indemnify and hold harmless Subscriber, Elan and each underwriter in any offering or sale of Elan Controlled Securities, and its and their respective Representatives and controlling Persons, if any, from and against any and all losses, claims, damages or liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses

(including reasonable fees of counsel) (collectively, “ Claims ”) to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus, including any Free Writing Prospectus incorporated into such Registration Statement, in light of the circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims; provided , however , that the Company shall not be liable to any such indemnified party in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement, or preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), or amendment or supplement thereto, in reliance upon and in conformity with information furnished in writing to the Company by Subscriber or any Representative of Subscriber expressly for use therein, or if Subscriber sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to Subscriber and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement.

(b) Elan and Subscriber shall, and hereby agrees to, on a joint and several basis (i) indemnify and hold harmless the Company in any offering or sale of Elan Controlled Securities, and its and their respective Representatives and controlling Persons, if any, from and against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement reached in accordance with the requirements for consent as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, or any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement) contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary or final Prospectus (including any Free Writing Prospectus incorporated into such Registration Statement), in light of the circumstances in which they were made), not misleading; and (ii) reimburse periodically upon demand such indemnified party for any legal or other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished in writing to the Company by Elan, Subscriber or

any of their respective Representatives, expressly for use therein, or if Subscriber sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable Prospectus (excluding any documents incorporated by reference therein) or of the applicable Prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Company had previously furnished copies thereof to Subscriber and such Prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such Registration Statement; provided , however , that the liability of Elan and Subscriber hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by Subscriber from Elan Controlled Securities sold by Subscriber pursuant to such Registration Statement or Prospectus.

(c) Elan, Subscriber and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.6(a) or Section 5.6(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to statements or omissions that that resulted in such Claims. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.6(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.6(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.6(c) . The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.7 ) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, Subscriber shall not be liable to contribute any amount in excess of the dollar amount of the net proceeds received by Subscriber from Elan Controlled Securities sold by Subscriber pursuant to such Registration Statement or Prospectus.

Section 5.7 Indemnification Procedures . (a) If an indemnified party shall desire to assert any claim for indemnification provided for under Section 5.6 in respect of, arising out of or involving a Claim against the indemnified party, such indemnified party shall notify the Company or Subscriber, as the case may be (the “ Indemnifying Party ”), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any

other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “ Claim Notice ”) promptly after receipt by such indemnified party of written notice of the Claim; provided , however , that failure to provide a Claim Notice shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Claim; provided , however , that failure to provide any such copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(b) If a Claim is made against an indemnified party, the Indemnifying Party will be entitled to participate in the defense thereof and, if it so chooses and acknowledges without reservation its obligation to indemnify the indemnified party therefor, to assume the defense thereof with separate counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. Should the Indemnifying Party so elect to assume the defense of a Claim, the Indemnifying Party will not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof, unless the Claim involves potential conflicts of interest or substantially different defenses for the indemnified party and the Indemnifying Party. If the Indemnifying Party assumes such defense, the indemnified party shall have the right to participate in defense thereof and to employ counsel, at its own expense (except as provided in the immediately preceding sentence), separate from the counsel employed by the Indemnifying Party. The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the indemnified party for any period during which the Indemnifying Party has not assumed the defense thereof and as otherwise contemplated by the two immediately preceding sentences. If the Indemnifying Party chooses to defend any Claim, the indemnified party shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information that are reasonably relevant to such Claim, and the indemnified party shall use reasonable endeavors to make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnifying Party shall have assumed the defense of a Claim, the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, such Claim without the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party may pay, settle or compromise a Claim without the written consent of the indemnified party, so long as such settlement includes (i) an unconditional release of the indemnified party from all liability in respect of such Claim, (ii) does not subject the indemnified party to any injunctive relief or other equitable remedy, and (iii) does not include a statement or admission of fault, culpability or failure to act by or on behalf of any indemnified party.

Section 5.8 Shelf Take-Down . (a) At any time that a Shelf Registration Statement covering Elan Controlled Securities is effective, if Subscriber delivers notice (a “ Take - Down Notice ”) to the Company stating that it intends to effect an underwritten offering of all or part of its Elan Controlled Securities included on the Shelf Registration Statement (a “ Shelf Underwritten Offering ”), the Company shall amend or supplement the Shelf Registration

Statement or related Prospectus as may be necessary in order to enable such Elan Controlled Securities to be distributed pursuant to the Shelf Underwritten Offering; provided, however, that Subscriber shall not be entitled to deliver an aggregate of more than three (3) Take-Down Notices in any twelve (12) month period and Subscriber may not deliver any Take-Down Notice within thirty (30) days after the effective date of any Registration Statement of the Company hereunder. For the avoidance of doubt, a Shelf Underwritten Offering shall count against the limit set forth in Section 5.1(b) .

(b) In connection with any Shelf Underwritten Offering, in the event that the managing underwriter advises the Company and Subscriber in writing that, in its good faith opinion, the total number or dollar amount of Elan Controlled Securities requested by Subscriber to be included therein exceeds the largest number or dollar amount of Elan Controlled Securities that can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), the Company shall include in such registration or prospectus only such number of Elan Controlled Securities that in the good faith opinion of such underwriter(s) can be sold in such offering without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price).

Section 5.9 Rule 144; Rule 144A . The Company covenants that it will use its reasonable endeavors to timely file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder, and to take such further action as Subscriber may reasonably request, all to the extent required from time to time to enable Subscriber to sell Elan Controlled Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 or Rule 144A or Regulation S under the Securities Act; or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of Subscriber, the Company will deliver to Subscriber a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 5.10 Holdback . In consideration for the Company agreeing to its obligations under this Agreement, Subscriber agrees, in connection with any underwritten offering made pursuant to a Registration Statement in which Subscriber has elected to include Elan Controlled Securities, upon the written request of the managing underwriter(s) of such offering, not to effect (other than pursuant to such underwritten offering) any public sale or distribution of Elan Controlled Securities, including any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise Transfer (other than to a Permitted Transferee in accordance with Section 4.3 ), any Elan Controlled Securities or any securities convertible into or exchangeable or exercisable for any other securities of the Company without the prior written consent of the managing underwriter(s) during the Holdback Period. The Company agrees that Subscriber shall only be bound so long as and to the extent that each other shareholder seeking to exercise registration rights with respect to such offering is similarly bound.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Termination . Except with respect to the obligations set forth in Section 5.6 , and Section 5.7 , which shall survive the termination of this Agreement, this Agreement shall terminate upon the registration or other sale, transfer or disposition of all the Elan Controlled Securities from Elan or any of its Subsidiaries to a Person other than Elan or any of its Subsidiaries.

Section 6.2 Injunctive Relief . Each party hereto acknowledges that it would be impossible to determine the amount of damages that would result from any breach of any of the provisions of this Agreement and that the remedy at law for any breach, or threatened breach, of any of such provisions would likely be inadequate and, accordingly, agrees that the other party shall, in addition to any other rights or remedies which it may have, be entitled to such equitable and injunctive relief as may be available from any court of competent jurisdiction to compel specific performance of, or restrain any party from violating, any of such provisions. In connection with any action or proceeding for injunctive relief, each party hereto hereby waives the claim or defense that a remedy at law alone is adequate and agrees, to the maximum extent permitted by law, to have each provision of this Agreement specifically enforced against it, without the necessity of posting bond or other security against it, and consents to the entry of injunctive relief against it enjoining or restraining any breach or threatened breach of such provisions of this Agreement.

Section 6.3 Assignments . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except as contemplated by Section 4.3 , none of the parties may directly or indirectly assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party. Any purported direct or indirect assignment in violation of this Section 6.3 shall be null and void ab initio.

Section 6.4 Amendments; Waiver . No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and duly executed by (i) the Company, where enforcement of the amendment, modification, discharge or waiver is sought against the Company; (ii) Subscriber, where enforcement of the amendment, modification, discharge or waiver is sought against Subscriber; or (iii) Elan, where enforcement of the amendment, modification, discharge or waiver is sought against Elan. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The waiver by the Company or Subscriber of a breach of or a default under any of the provisions of this Agreement or the failure to exercise or delay in exercising any right or privilege hereunder, shall not be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges hereunder. The rights and remedies herein provided are cumulative and none is exclusive of any other, or of any rights or remedies that any party may otherwise have at law or in equity.

Section 6.5 Notices . Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and shall be deemed given to a party when (i) delivered to the appropriate address by hand or by nationally recognized overnight courier service; (ii) sent by facsimile with confirmation of transmission by the transmitting equipment; or (iii) received by the addressee, if sent by certified mail, return receipt requested, in each case, to the following addresses or facsimile numbers and marked to the attention of the person (by name or title) designated below, or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided below:

To the Company:

Prothena Corporation plc

c/o Prothena Biosciences Inc

650 Gateway Blvd, South San Francisco 94080

Telephone: +650-837-8550

Facsimile: +650-837-8560

Attention: Controller

With a copy (which shall not constitute notice) to:

Prothena Corporation plc

25/28 International Financial Services Centre

North Wall Quay

Dublin 1, Ireland

Telephone: +353-1-649-2000

Fax: +353-1-649-2649

Attention: John Given

To Elan:

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Telephone: +353-1-709-4000

Facsimile: +353-1 709-4713

Attention: Company Secretary

With copies (which shall not constitute notice) to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Telephone: +1 212-504-6888

Facsimile: +1 212 504-6666

Attention: Christopher T. Cox

and:

A&L Goodbody Solicitors

25/28 International Financial Services Centre

North Wall Quay

Dublin 1, Ireland

Telephone: +353-1-649-2000

Fax: +353-1-649-2649

Attention: John Given

To Subscriber:

Elan Science One Limited

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Telephone: +353-1-709-4000

Facsimile: +353-1 709-4713

Attention: Corporate Secretary

With copies (which shall not constitute notice) to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Telephone: +1 212-504-6888

Facsimile: +1 212 504-6666

Attention: Christopher T. Cox

and:

A&L Goodbody Solicitors

25/28 International Financial Services Centre

North Wall Quay

Dublin 1, Ireland

Telephone: +353-1-649-2000

Fax: +353-1-649-2649

Attention: John Given

Section 6.6 Governing Law; Submission to Jurisdiction; Selection of Forum . THIS AGREEMENT AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH IT OR ITS SUBJECT MATTER OR FORMATION INCLUDING NON-CONTRACTUAL DISPUTES OR CLAIMS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF IRELAND. Each party hereto irrevocably agrees that the courts of Ireland are to have exclusive jurisdiction to settle any dispute arising out of or in connection with

this Agreement and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. Any proceeding, suit or action arising out of or in connection with this Agreement (“ Proceedings ”) shall therefore be brought in the courts of Ireland. Solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, each party irrevocably (i) waives any objection to Proceedings in the courts of Ireland on the grounds of venue or on the grounds of forum non conveniens and (ii) agrees that service of process upon such party in any such Proceeding shall be effective if notice is given in accordance with Section 6.5 .

Section 6.7 Interpretation . The table of contents and headings herein are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the articles of association of the Company, the terms of this agreement shall prevail.

Section 6.8 Entire Agreement; No Other Representations . Except for the Demerger Agreement and the articles of association of the Company, this Agreement constitutes the entire agreement, and supersedes all prior agreements, understandings representations and warranties both written and oral, between the parties with respect to the subject matter hereof.

Section 6.9 No Third-Party Beneficiaries . Except as explicitly provided for in Section 5.6 and Section 5.7 , this Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder.

Section 6.10 Severability . The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision; and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 6.11 Counterparts . This Agreement may be executed in any number of counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

Section 6.12 Relationship of the Parties . No provision of this Agreement creates a partnership between any of the parties or makes a party the agent of any other party for any purpose. A party has no authority or power to bind, to contract in the name of, or to create a liability for, another party in any way or for any purpose.

Section 6.13 Accounting Matters . In order to allow Elan to make appropriate determinations with respect to the accounting for its investment in the Voting Securities of the Company (determined in accordance with generally accepted accounting principles in the United States (“ U.S. GAAP ”) as applicable to Elan), the Company will use reasonable endeavors (i) to cooperate, and use reasonable endeavors to cause the Company’s independent certified public accountants to cooperate, with Elan to the extent reasonably requested by Elan in the preparation of Elan’s filings, including periodic filings, public earnings releases or other press releases, (collectively the “ Elan Public Filings ”); (ii) provide to Elan all information that Elan reasonably requests in connection with any Elan Public Filings or that, in the reasonable judgment of Elan or its legal counsel, is required to be disclosed or incorporated by reference therein under any applicable law; (iii) provide such information to enable Elan to prepare, print and release all Elan Public Filings on a timely basis and (iv) use its reasonable endeavors to cause the Company’s independent certified public accountants to consent to any reference to them as experts in any Elan Public Filings required under applicable law.

Section 6.14 Further Assurances . Upon the terms and subject to the conditions set forth in this Agreement, from and after the Closing, the parties hereto shall each use reasonable endeavors to promptly (i) take, or to cause to be taken, all actions, and to do, or to cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable law or otherwise to consummate and make effective the transactions contemplated by this Agreement; (ii) obtain from any governmental or regulatory authority or third party any and all necessary clearances, waivers, consents, authorizations, approvals, permits or orders required to be obtained in connection with the performance of this Agreement and the consummation of the transactions contemplated hereby; and (iii) execute and deliver any additional instruments necessary to consummate the transactions contemplated by this Agreement.

Section 6.15 Rights and Obligations of Parties . The obligations of (i) the Company, on the one hand, to Elan and Subscriber, on the other hand, and (ii) Elan and Subscriber, on the one hand, to the Company, on the other hand, are owed to them as separate and independent obligations of and each party will have the right to protect and enforce its rights under this Agreement without joining any other party in any proceedings. Elan and Subscriber shall be jointly and severally liable for all costs, fees, expenses, indemnities and any other liabilities of either of them under this Agreement.

[The remainder of this page is intentionally left blank.]

IN WITNESS whereof this Agreement has been duly executed as a deed by the Parties to it on the date set out at the beginning of this Agreement.

GIVEN UNDER THE COMMON SEAL

of ELAN CORPORATION, PLC

in the presence of:

/s/ Mary Sheahan

Signature of Authorised Person

/s/ Liam Daniel

Signature of Authorised Person

GIVEN UNDER THE COMMON SEAL

of PROTHENA CORPORATION PLC

in the presence of:

/s/ Mary Sheahan

Signature of Director

/s/ Liam Daniel

Signature of Director/Secretary

GIVEN UNDER THE COMMON SEAL

of ELAN SCIENCE ONE LIMITED

in the presence of:

/s/ Mary Sheahan

Signature of Director

/s/ Liam Daniel

Signature of Director/Secretary

Exhibit 10.4

[ ] 2012

ELAN CORPORATION PLC

AND

PROTHENA CORPORATION PLC

RESEARCH AND DEVELOPMENT SERVICES

AGREEMENT

Contents


	Clause	Page
1.	Interpretation		1
2.	Projects		3
3.	Services		3
4.	Governance		4
5.	Payments		4
6.	Intellectual Property Rights and Publication:		5
7.	Confidentiality		6
8.	Warranties		6
9.	Insurance		7
10.	Dispute Resolution		7
11.	Data Protection		7
12.	Term and Termination		7
13.	Personnel		8
14.	Force Majeure		8
15.	Assignment		8
16.	Relationship between the parties		9
17.	Notices		9
18.	Variation		9
19.	Waiver		9
20.	Rights Cumulative		9
21.	Severability		10
22.	Entire Agreement		10
23.	Survival		10
24.	Further Assurances		10
25.	Governing Law and Jurisdiction		10

Schedule 1 – Prothena Services

Schedule 2 – Charges

This Agreement is made on 2012

Between

(1)	Elan Corporation Plc a public limited company incorporated in Ireland, with registered number 30356 having its registered office at Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland ( Elan ); and

(2)	Prothena Corporation Plc a public limited company incorporated in Ireland with registered number 518146 having its registered office is at 25-28 North Wall Quay, Dublin 2, Ireland ( Prothena ).

(each a Party , together the Parties )

Whereas

Elan has entered into an agreement with Prothena dated [ ] (the “Demerger Agreement” ) whereby Elan has transferred to Prothena the Prothena Business (as defined in the Demerger Agreement) which comprises the biotechnogy business focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases.

Elan and Prothena have agreed to enter into this agreement in accordance with the terms of the Demerger Agreement in order to make available to Elan certain of Prothena’s resources and services on the terms and conditions and subject to the limitations herein with a view to conducting research and development to identify potential therapeutics or potential targets for intervention for the Projects.

It is agreed

1.	Interpretation

1.1.	In this Agreement:

Affiliate means, in relation to either party, any company which is for the time being a holding company of that party or a subsidiary of that party or of any such holding company (as defined in section 155 of the Companies Act 1963 (as amended)).

Applicable Law means:

(a)

any statute, regulation, by law, ordinance or subordinate legislation which is in force for the time being to which a party is subject;

(b)

the common law as applicable to the parties (or any one of them);

(c)

any binding court order, judgment or decree applicable to the parties (or any one of them); and

(d)

any applicable industry code, policy, guidance, standard or accreditation terms (i) enforceable by law which is in force for the time being, and/or (ii) stipulated by any regulatory authority to which any party is subject.

Background Intellectual Property means, in respect of any party, any Intellectual Property (other than Foreground Intellectual Property) which is owned by or licensed to such party before the Effective Date or is later developed or otherwise acquired by such party independently of performing its obligations under this Agreement and which is used or is required for use in connection with any Project or services contemplated under this Agreement.

Business Day means a day other than a Saturday, Sunday or public holiday in Ireland

Charges has the meaning given to it in clause 5.1.

Completion has the meaning given to it in the Demerger Agreement

Confidential Information means the confidential information more particularly described in clause 7.

Data means, in respect of either party, all data or records of whatever nature and whatever form (including Personal Data) relating to the business, clients, potential clients or employees of that party, whether subsisting before the date of this Agreement or as created or processed as part of, or in connection with, any Project or Services.

Dispute means any dispute or difference arising out of or in connection with this Agreement.

Data Protection Law means the Data Protection Acts 1988 and 2003 or any other similar Applicable Law and where Data Controller Data Processor and Personal Data or Processing are referred to in this Agreement they shall have the respective meanings set out in Data Protection Law.

Effective Date means the date of Completion.

Fixed Charge has the meaning given to it in Schedule 2.

Final Report means a written report prepared and agreed by Elan and Prothena at the completion of a Project, as more fully described in clause 4.4.

Foreground Intellectual Property means any Intellectual Property that is specifically related to any Project that arises or is created in the course of or in connection with any Project and (i) has no applicability to the Prothena Business (“ Elan Foreground IP ”); or (ii) has applicability to the Prothena Business (“ Prothena Foreground IP ”) which Intellectual Property arises or is created in the course of or in connection with the provision of the Prothena Services, including adaptations, amendments, variations and derivatives to the other party’s Background Intellectual Property.

Full Time Equivalent or FTE has the meaning given to it in Schedule 2

Good Industry Practice means the exercise of that degree of reasonable skill, diligence, prudence and foresight which would be expected from a skilled and experienced provider of services similar to the Prothena Services, seeking in good faith to comply with its contractual obligations including, without limitation compliance with all Applicable Laws.

Insolvency Event means in respect of a party (the Affected Party):

(a)

if the Affected Party enters into liquidation whether compulsory or voluntary (other than for the purposes of amalgamation or reconstruction approved in writing by the former party on the basis that the resulting company undertakes that other party’s obligations under this Agreement and is commercially acceptable to the former party which approval shall not be unreasonably withheld or delayed); or

(b)

if the Affected Party has a receiver or administrative receiver or administrator or similar official appointed over all or any of its assets and not discharged within a period of thirty (30) days; or

(c)

if the Affected Party is declared insolvent or makes any general composition with its creditors; or

(d)

if the Affected Party ceases or threatens to cease to carry on the whole or any material part of its business and any such cessation, in the reasonable opinion of the party terminating this Agreement, would be likely to affect adversely the other party’s ability to observe and perform properly and punctually all or any of its obligations under or pursuant to this Agreement.

Intellectual Property means all (a) inventions (whether or not patentable and whether or not reduced to practice), records of inventions, test information, developments, applications, improvements, formulae, concepts, ideas, methods or processes, research property rights, all improvements to any of the foregoing, and all Patents, (b) Trademark Rights and all copyrightable works, (c) copyrights, and all applications, registrations, and renewals in connection therewith, (d) trade secrets, know-how rights and confidential information (including all ideas, concepts, research and development, know-how, composition information and embodiments, manufacturing and production processes, techniques and information, specifications, technical and business data, designs, drawings, supplier lists, pricing and cost information, and data and know-how embodied in business and marketing plans and proposals), (e) computer software, firmware and applications (including source code, executable code, data, databases, programming and notes and documents and other related documentation) , (f) works and designs embodied in advertising and promotional materials, (g) other proprietary rights and (h) copies and tangible embodiments of the foregoing in whatever form or medium.

Mark-Up has the meaning given to it in Schedule 2.

Monthly Report has the meaning given to it in Schedule 2.

Owning Party means: (a) in the case of any Elan Background Intellectual Property, Elan; (b) in the case of any Prothena Background Intellectual Property, Prothena; and (c) in the case of Elan Foreground IP, Elan and (d) in the case of Prothena Foreground IP, Prothena

Person means any individual, firm, partnership, company, corporation, government authority or other entity.

Personnel means any individuals engaged in the provision of the Prothena Services on behalf of a party, including any employees, agents and sub-contractors of that party.

Processing means obtaining, recording or holding Personal Data or carrying out any operation or set of operations on Personal Data.

Project(s) means research and development activity in support of the programs referred to in Schedule 1.

Project Manager means the person to be appointed in accordance with clause 4.1.

Project Plan means the project plan agreed to by the parties in respect of each Project.

Prothena Services means those services more particularly described in Schedule 1 provided that any “Prothena Services” shall be substantially similar to services provided, prior to Completion, by Prothena to Elan in conducting the Prothena Business.

Research Costs has the meaning given to it in Schedule 2.

Term means the term of this Agreement as set out in clause 12.

Third Party Contract has the meaning as set out in clause 3.6.

Trademark Rights All trademarks, trademark rights, service marks, service mark rights, trade dress, logos, slogans, trade names, trade name rights, Internet domain names and subdomains (including all website content associated therewith), together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith.

Variable Change has the meaning given to it in Schedule 2.

1.2.	In this Agreement, unless the context otherwise requires:

(a)

any recitals and schedules form part of this Agreement and references to this Agreement include them;

(b)

references to recitals, clauses and schedules are to recitals and clauses of, and schedules to, this Agreement and references in a schedule or part of a schedule to paragraphs are to paragraphs of that schedule or that part of that schedule;

(c)

references to this Agreement or any other document are to this Agreement or that document as in force for the time being and as amended from time to time in accordance with this Agreement or that document (as the case may be);

(d)

words importing a gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals and bodies corporate, partnerships, unincorporated associations and other bodies (in each case, wherever resident and for whatever purpose) and vice versa; and

(e)

a reference to a statute, statutory provision or subordinate legislation (as so defined) shall be construed as including a reference to that statute, provision or subordinate legislation as in

force at the date of this Agreement and as from time to time modified or consolidated, superseded, re-enacted or replaced (whether with or without modification) after the date of this Agreement).

1.3.

The headings and contents table in this Agreement are for convenience only and do not affect its interpretation. The schedules to this Agreement shall form part of this Agreement.

1.4.

If there is a conflict or inconsistency between any clause of, and any schedule to, this Agreement the clause prevails. For this purpose an omission (whether deliberate or inadvertent) is not, by itself, to be construed as giving rise to a conflict or inconsistency.

1.5.

In this Agreement the words “other”, “includes”, “including” and “in particular” do not limit the generality of any preceding words and any words which follow them shall not be construed as being limited in scope to the same class as the preceding words where a wider construction is possible.

2.	Projects

2.1.	Elan and Prothena agree to undertake the Projects

3.	Services

3.1.	Prothena shall provide two FTE’s worth of effort per year in performance of the Prothena Services for the benefit of Elan and its Affiliates.

3.2.

In respect of the Prothena Services, Prothena is appointed by Elan under this Agreement as the non-exclusive provider of the Prothena Services and nothing in this Agreement prevents Elan or any of its Affiliates from acquiring the Prothena Services or services similar to the Prothena Services in any territory from any third party or from performing any such services for itself internally. Each Person who performs the Prothena Services shall be an employee of Prothena (or an Affiliate thereof) under Applicable Law, and, at all times, shall perform the Prothena Services solely at the direction of such Person’s employer.

3.3.	Prothena shall develop the Project Plan for the applicable Project, which Project Plan shall include a reasonable timetable and shall be agreed in writing by the parties. Prothena will deliver an appropriate draft Project Plan to Elan within one month of Elan’s request.

3.4.	Prothena shall perform all of its obligations under this Agreement, including the provision of the Prothena Services:

(a)

in accordance with any applicable Project Plan;

(b)

in accordance with Good Industry Practice; and

(c)

in compliance with all Applicable Laws.

3.5.

Prothena shall provide the Prothena Services in a timely manner and in accordance with any timetable identified in the applicable Project Plan. If at any time, Prothena believes that any of its obligations will not, or are unlikely to, be met in accordance with the timetable in the Project Plan, it shall as soon as reasonably practical:

(a)

inform Elan in writing of the reasons for not meeting, or being unable to meet, the timetable in the Project Plan;

(b)

inform Elan in writing of the consequences of not meeting the timetable in the Project Plan; and

(c)

take all steps reasonably necessary, including all additional resources, to mitigate such failure and to ensure the timetable in the Project Plan is met as soon as reasonably practical.

3.6.

Where the Prothena Services require contracting with a third party ( “Third Party Contract” ) , such Third Party Contract shall be entered into between Elan and such third party and Prothena shall not be a party thereto. Invoices for a Third Party Contract shall be sent to and paid by Elan and Prothena shall have no responsibility with regard the charges incurred thereunder. Elan shall be responsible for

maintaining all data generated under such Third Party Contract. For the avoidance of doubt Prothena shall not be responsible for meeting its timetable in the Project Plan or the reporting obligations at clause 3.5 where the Prothena Services require a Third Party Contract and Elan, without bona fide reason, unduly delays entering into a Third Party Contract

4.	Governance

4.1.	The parties shall each appoint a Project Manager to assume overall responsibility for their respective roles and obligations under this Agreement. The parties’ respective Project Managers will be responsible for:

(a)

co-ordinating all development work in respect of each Project, including overseeing the performance and quality of the Project and completion of any milestones;

(b)

arranging and attending (personally or by representative), at each party’s own cost, management meetings as described in clause 4.5 and other meetings, at intervals and locations as agreed between the parties from time to time, to discuss developments and seek to resolve any issues arising. The parties’ respective Project Managers shall use reasonable endeavours to resolve issues arising under this Agreement, but shall refer all problems which are outside their ordinary authority to resolve to appropriate members of the parties’ respective senior management;

(c)

co-ordinating day to day liaison between the parties;

(d)

co-ordinating the preparation of the Final Reports; and

(e)

co-ordinating the identification of any Foreground Intellectual Property created or developed, or to be created or developed, in the course of any Project, prior to or as soon as reasonably practicable following creation or development of the same in the course of any Project.

4.2.	Either party may replace its appointed Project Manager at any time on prior written notice to the other party.

4.3.	Each party shall permit the other’s Project Manager (and other duly authorised representatives) such access to its premises at which any Project is being conducted as may be reasonably appropriate having regard to the nature and progress of such Project at any time.

4.4.	On completion of each Project, the parties shall jointly inspect and evaluate the work performed and shall jointly produce and sign a Final Report in respect of the Project, incorporating such matters and details as may be agreed between the parties from time to time.

4.5.

The parties agree, at least once every 12 months during the term hereof, or at such other intervals, and at such locations, including by teleconference, as may be agreed between them from time to time, to procure that their respective Project Managers meet (each such meeting a Management Meeting ) to discuss and review the progress and status of any Project performed hereunder, and consider proposals and agree actions in relation to the same with a view to ensuring the due and proper completion of all Projects in accordance with such dates and quality standards as may be agreed between the parties. Minutes of each management meeting are to be prepared by Elan and agreed by both Project Managers.

5.	Payments

5.1.	As compensation for the Prothena Services to be provided hereunder, Elan (or an Affiliate nominated by them) shall pay Prothena the charges in the amount and in accordance with Schedule 2 (the “ Charges ”).

5.2.	Unless otherwise stated (including in the relevant Schedules), Prothena shall invoice Elan (or an Affiliate nominated by them) monthly in arrears in respect of the Charges and the Charges shall be due and payable in US Dollars within thirty (30) days after the receipt of such invoice.

5.3.	Reasonable travel and expense costs shall be reimbursed by Elan (or an Affiliate nominated by them)

to any Prothena employee on the assigned Prothena Services (only if such persons home is based outside a 75 mile radius from the relevant Elan premises or designated work location, unless otherwise negotiated and agreed in writing).

5.4.	Unless otherwise expressly stated between the parties, the Charges and other such amounts expressed to be payable by Elan under this Agreement shall constitute Elan’s entire payment liability under this Agreement.

5.5.	All amounts stated to be payable under this Agreement are stated as exclusive of any VAT chargeable on them, which shall be paid by the paying party at the rate and in the manner prescribed in law from time to time.

5.6.	If Elan (or an Affiliate nominated by them) receives an invoice from Prothena which it disputes in good faith, Elan shall notify Prothena in writing of such dispute as soon as reasonably practicable and Elan may withhold payment of such sums as are in dispute pending resolution of such dispute.

5.7.

6.	Intellectual Property Rights and Publication:

6.1.	All Background Intellectual Property is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived).

6.2.	Each party shall grant to the other party for the duration of this Agreement a non-exclusive, non transferable (without the right to sub-licence) licence to use its Background Intellectual Property solely to the extent necessary for the other party to carry out its obligations under this Agreement.

6.3.	Unless otherwise provided all right, title and interest (including copyright and database right) in and to each party’s Data shall remain the absolute property of that party at all times.

6.4.

With the exception of Foreground Intellectual Property (below), each party hereby assigns to the other party, all present and future right, title and interest being capable of assignment it may acquire in and to any adaptations, amendments, variations and derivatives that it makes to the other party’s Background Intellectual Property or that have been created or developed by the other party or on its behalf.

6.5.	If during the term of this Agreement Prothena (or its authorised sub-contractors) develop or create (whether with or without others and whether jointly with the other party or not) any Foreground Intellectual Property, they shall promptly disclose any such Foreground Intellectual Property to Elan.

6.6.	Unless the parties otherwise agree in writing:

(a)

Elan Foreground Intellectual Property shall be owned by Elan, provided, however that Elan hereby grants Prothena a non-exclusive royalty free license to such Foreground Intellectual Property Rights solely for research purposes.

(b)

Prothena Foreground IP shall be owned by Prothena, provided, however, that Prothena hereby grants Elan an exclusive royalty free licence solely for the research, development and commercialization of ELND-005 and ELND-002, including the right to make, have made, use, offer for sale, sell, have sold, import and have imported ELND-005 and ELND-002.

6.7.

The Owning Party shall have sole responsibility for the filing, prosecution, maintenance and enforcement of its Foreground Intellectual Property. Upon Elan’s request and at Elan’s expense, Prothena will undertake such actions as requested by Elan to secure for the benefit of Elan such Prothena Foreground IP as provided for by clause 6.6.

6.8

Subject to the remainder of this clause 6.8, Elan shall, at its own expense, defend or at its option settle any action brought against Prothena which consists of a claim that the use of Elan’s Background Intellectual Property or Foreground Intellectual Property within the scope of any activity contemplated

under this Agreement infringes any Intellectual Property right belonging to a third party, and Elan agrees to be responsible for all and indemnify Prothena against all losses, costs (including reasonable legal costs), damages, liabilities, claims and expenses suffered or incurred by Prothena in connection with any such claim. Elan’s obligations under this clause 6.8 shall be conditional on Prothena:

(a)

promptly notifying Elan of such claim;

(b)

giving Elan express authority to proceed as contemplated by this clause 6.8; and

(c)

providing Elan with all such available information and assistance as it may reasonably require in responding to such claim.

6.9

Elan agrees to reasonably consider Prothena’s request to publish results of the Prothena Services subject to the remaining obligations of this clause 6 and the obligations of clause 7, and to provide the relevant Personnel with appropriate byline credit in any publication proposed by Elan according to generally accepted standards for authorship.

7.	Confidentiality

7.1.

The parties each undertake to keep confidential and not to disclose to any third party nor to use themselves other than for the purposes of the Projects or as permitted under or in accordance with this Agreement (including for the purpose of enjoying the benefit of the rights and licences granted under clause 6) any confidential or secret information in any form directly or indirectly belonging or relating to the other, its Affiliates, its or their business or affairs, disclosed by the one and received by the other pursuant to or in the course of this Agreement or any Project, including without limitation any Background Intellectual Property of the other or Foreground Intellectual Property of the other, and the existence and terms of this Agreement ( Confidential Information ).

7.2.	Each of the parties undertakes to disclose Confidential Information of the other only to those of its officers, employees, agents and contractors, to whom and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement.

7.3.	The obligations contained in this clause 7 shall survive the expiry or termination of this Agreement for any a period of seven (7) years but shall not apply to any Confidential Information which:

(a)

is publicly known at the time of disclosure to the receiving party;

(b)

after disclosure becomes publicly known otherwise than through a breach of this Agreement by the receiving party, its officers, employees, agents or contractors;

(c)

can be proved by the receiving party to have reached its hands otherwise than by being communicated by the other party including being known to it prior to disclosure, or having been developed by or for it wholly independently of the other party or having been obtained from a third party without any restriction on disclosure on such third party of which the recipient is aware, having made due enquiry; or

(d)

is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by the receiving party, provided that, where practicable, the disclosing party is given reasonable advance notice of the intended disclosure.

8.	Warranties

(a)

Each party warrants that it has full power and authority to carry out the actions contemplated under this Agreement, and that its entry into and performance under the terms of this Agreement will not infringe the rights of any third party or cause it to be in breach of any obligations to a third party.

(b)

Prothena warrants that it shall perform the Projects in a professional manner with reasonable skill and care, using suitably qualified personnel, and shall use commercially reasonable endeavours to achieve the objectives of each Project;

(c)

Each party warrants that all information, data and materials provided by it to the other hereunder will be, to the best of its knowledge, accurate and complete in all material respects, and it is entitled to provide the same to the other without recourse to any third party;

9.	Insurance

9.1.

Prothena will at all times during the term of this Agreement, maintain in force and effect at its own expense with a reputable insurance company, public and employers’ liability insurance and professional indemnity insurance, each for a minimum level of cover of $2 million which shall remain in effect throughout this Agreement and for 6 years after termination subject to cover availability.

10.	Dispute Resolution

10.1.

Where at any point during the Term of this Agreement any matter relating to this Agreement cannot be agreed by the Parties, it shall be escalated as follows:

(a)

the matter shall be referred as soon as practicable to the Project Manager for resolution; and

(b)

if the matter has not been resolved within ten (10) Business Days (or such longer period as may be agreed in writing by the Parties) of being referred to the Project Manager or if the Project Manager determines it is incapable of being resolved at that level, then the matter shall be immediately referred to the Chief Executive Officer of Prothena and the Chief Executive Officer of Elan; and

(c)

(d)

in the event that:-

(1)

having been so requested, the mediation does not commence within 20 Business Days of the request for mediation; or

(2)

a binding settlement in writing is not reached within a period of 60 Business Days after the delivery of a written request for mediation;

(e)

and, in any such case, the dispute or difference referred to in this clause 10 remains unresolved, the Parties (or the relevant one of them) shall then be entitled to instigate legal proceedings

10.2.

Any joint decision as to a resolution at any stage in the above process shall be recorded in writing and signed on behalf of each Party and shall be final and binding on the Parties.

11.	Data Protection

11.1.

The parties shall at all times comply with the provisions of the Data Protection Law in their Processing of Personal Data including, without limitation, ensuring that appropriate technical and organisational measures are taken against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data.

12.	Term and Termination

12.1.

This Agreement shall come into effect on the Effective Date and, subject to the remaining terms of this Agreement, shall continue in full force and effect for a period of two (2) years unless the parties agree in writing to extend this Agreement.

12.2.

Either party (the first party ) shall be entitled to terminate this Agreement at any time by notice in writing to the other (the other party ) if:

(a)

the other party is in material breach of this Agreement which breach is irremediable or, if remediable, is not remedied by the defaulting party within thirty (30) days of being requested to do so by the other;

(b)

the other party is subject to an Insolvency Event; or

(c)

the other party is in breach of any of its confidentiality obligations under clause 7

12.3.

Termination in accordance with this clause 12 shall be without prejudice to the rights of the parties accrued at the date of termination.

12.4.

Upon termination of any licences hereunder in accordance with this Agreement each party shall forthwith destroy or, at the request of the other party, return all information and materials belonging to the other party then in its or its contractors’ possession, custody or control, including all Confidential Information of the other party relating to such licences with the exception, in the case of the Terminating Party, of such information and materials belonging to the Defaulting Party as shall be reasonably required by the Terminating Party to enjoy the benefit of any continuing licences to it hereunder, and shall not retain any copies of the same except that either party may retain copies of information in its back up electronic systems.

13.	Personnel

13.1	Prothena shall appoint Personnel to perform the Prothena Services who shall have the experience and knowledge to provide the applicable Prothena Services in accordance with Good Industry Practice.

13.2

If Elan reasonably determines at any time that a member of the Personnel is not suitable for involvement in the provision of the Prothena Services, it shall notify the other party in writing detailing the reasons for its determination. Where, following any reasonable consultation between Elan and Prothena regarding the said notification, Elan and Prothena agree that the relevant member of the Personnel is not or is no longer suitable for involvement in the provision of the Prothena Services, Prothena shall take or procure that reasonable steps are taken in accordance with its established human resources procedure and Applicable Law to remove the relevant person from his or her position as a member of the Personnel as soon as reasonably practicable. In the event that Elan and Prothena do not agree that a relevant member of the Personnel is no longer suitable, then such matter shall be managed in accordance with clause 10.

14.	Force Majeure

14.1.

Neither party shall be liable for any delay in performing or for failure to perform its obligations hereunder if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including any breach or non-performance of this Agreement by the other party (hereinafter event of force majeure ), provided the same arises without the fault or negligence of such party. If an event of force majeure occurs, the date(s) for performance of the obligation affected shall be postponed for as long as is made necessary by the event of force majeure, provided that if any event of force majeure continues for a period of or exceeding three (3) months, either party shall have the right to terminate this Agreement forthwith by written notice to the other party. Each party shall use its reasonable endeavours to minimise the effects of any event of force majeure.

15.	Assignment

This Agreement shall be binding upon and inure to the benefit of Prothena and Elan and their respective successors and permitted assigns. Neither party may assign all or any part of any benefit of or interest, right or licence in or arising under this Agreement without the prior written consent of the other party, provided, however, that either party may, without prior notice or consent, assign this Agreement and/or the rights and obligations thereunder to an Affiliate or, in connection with the transfer or sale of all or substantially all of its business related to the subject matter of this Agreement, or in the event of a change in control, merger, acquisition, consolidation or similar transaction, to a third party. Any purported assignment or transfer in violation of this Clause 15 shall be void.

16.	Relationship between the parties

16.1.

Nothing in this Agreement is to be construed as establishing or implying any partnership or joint venture between the parties, or as appointing any party as the agent or employee of any other party. No party shall hold out any other party as its partner or joint venturer. Except, and to the extent, that this Agreement expressly states otherwise, no party may incur any expenses or negotiate on behalf of any other party or commit any other party in any way to any person without that other party’s prior written consent.

17.	Notices

All notices to be given to a party under this Agreement shall be in writing in English detailed for the party below, and sent by overnight courier, first class prepaid post, or by other means of delivery requiring an acknowledged receipt. All notices shall be effective upon receipt.

(a)

in the case of Elan:

Address: Treasury Building, Lower Grand Canal Street, Dublin 2, Ireland

Attention: Company Secretary

(b)

in the case of Prothena:

Address: [Note: Prothena to insert]

Attention: ¿

A party may change the details recorded for it in this clause by notice to the other in accordance with this clause 17.

17.2.

A notice shall be treated as having been received:

(a)

if delivered by hand between 9.00 am and 5.00 pm on a Business Day (which time period is referred to in this clause as Business Hours ), when so delivered; and if delivered by hand outside Business Hours, at the next start of Business Hours; and

(b)

if sent by first class post, at 9.00 am on the second Business Day after posting if posted on a Business Day and at 9.00 am on the third Business Day after posting if not posted on a Business Day.

17.3.

In proving that a notice has been given it shall be conclusive evidence to prove that delivery was made, or that the envelope containing the notice was properly addressed and posted (as the case may be).

18.	Variation

No variation of this Agreement shall be effective unless it is in writing and is signed by or on behalf of each of the parties.

19.	Waiver

Delay in exercising, or failure to exercise, any right or remedy in connection with this Agreement shall not operate as a waiver of that right or remedy. The waiver of a right to require compliance with any provision of this Agreement in any instance shall not operate as a waiver of any further exercise or enforcement of that right and the waiver of any breach shall not operate as a waiver of any subsequent breach. No waiver in connection with this Agreement shall, in any event, be effective unless it is in writing, refers expressly to this clause, is duly signed by or on behalf of the party granting it and is communicated to the other party in accordance with clause 17 (Notices).

20.	Rights Cumulative

The rights and remedies of the parties in connection with this Agreement are cumulative and, except as

expressly stated in this Agreement, are not exclusive of any other rights or remedies provided by law or equity or otherwise. Except as expressly stated in this Agreement (or at law or in equity in the case or rights and remedies provided by law or equity) any right or remedy may be exercised (wholly or partially) from time to time.

21.	Severability

The parties intend each provision of this Agreement to be severable and distinct from the others. If a provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, the parties intend that the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

22.	Entire Agreement

22.1	This Agreement (together with all other documents to be entered into pursuant to it) sets out the entire agreement and understanding between the parties, and supersedes all proposals and prior agreements, arrangements and understandings between the parties, relating to its subject matter.

22.2

Each party acknowledges that in entering into this Agreement (and any other document to be entered into pursuant to it) it does not rely on any representation, warranty, collateral contract or other assurance of any person (whether party to this Agreement or not) that is not set out in this Agreement or the documents referred to in it. Each party waives all rights and remedies which, but for this clause, might otherwise be available to it in respect of any such representation, warranty, collateral contract or other assurance. The only remedy available to any party in respect of any representation, warranty, collateral contract or other assurance that is set out in this Agreement (or any document referred to in it) is for breach of contract under the terms of this Agreement (or the relevant document). Nothing in this Agreement shall, however, limit or exclude any liability for fraud.

23.	Survival

Termination of this Agreement for any reason shall not affect any rights or liabilities that have accrued prior to termination or the coming into force or continuance in force of any term that is expressly or by implication intended to come into or continue in force on or after termination.

24.	Further Assurances

Each party shall do and execute, or arrange for the doing and executing of, any other act and document reasonably requested of it by any other party to implement and give full effect to the terms of this Agreement.

25.	Governing Law and Jurisdiction

This Agreement and any non-contractual obligations arising out of or in relation to this Agreement shall be governed by and construed in accordance with Irish law. The parties to this Agreement irrevocably agree that the courts of Ireland are to have non-exclusive jurisdiction to settle any questions or disputes which may arise out of or in connection with this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first set forth above.


ELAN CORPORATION PLC		PROTHENA CORPORATION PLC

By:		By:
	Name:		Name:
	Title:		Title:

SCHEDULE 1

Prothena Services

A. Support for ELND-005 and ELND-002 programs

(1)

Expert advice and opinion in the areas of nonclinical safety/toxicology and pharmacology

Attendance in project team meetings

Leadership of a nonclinical subteam

i. Development and proposal of nonclinical plans

(2)

Representation/presentations of nonclinical areas at external meetings (regulatory/investigator/KOL/investor/scientific)

(3)

Regulatory support for nonclinical sections of pertinent documents

IND filings and updates

IB preparation and updates

Regulatory briefing packages

NDA filings

Ex-US filings

(4)

Conducting and interpreting externally conducted nonclinical studies (GLP and non-GLP)

Assistance in patent filing based on nonclinical results

(5)

Inspection or audit readiness activities

(6)

Timely response to regulatory and/or investigator questions

(7)

Identification and maintenance of nonclinical expert advisors as needed

SCHEDULE 2

Charges

1.1 The Charges will comprise:

1.1.1. a fixed charge at a rate of USD$250,000 per annum (“ Fixed Charge ”) per the equivalent of one employee working full time (“ Full Time Equivalent” or “FTE ”) allocated by Prothena to the provision of the Prothena Services. In accordance with clause 3.1 of this Agreement, Prothena will allocate two FTE’s during the Term to support the provision of the Prothena Services. Elan will pay Prothena the Fixed Charge per FTE for each full year of the Term so that the total Fixed Charge for each year of the Term will be USD$500,000.

1.1.2 a variable charge at a rate of USD $250,000 per annum (“ Variable Charge ”) per one FTE allocated by Prothena to the provision of the Prothena Services, payable where the Fixed Charge has been exceeded for that year. The actual amount of the Variable Charge payable will be calculated pro rata based on the number of days spent providing the Prothena Services. For the avoidance of doubt, Elan shall only be liable to pay a Variable Charge if the Fixed Charge of $500,000 per annum payable in accordance with clause 1.1.1 of this Schedule, has been exhausted in full in respect of that year.

1.1.3 Research costs (“Research Costs”) which shall comprise the other reasonable direct overhead costs to Prothena of performing the Prothena Services including direct materials and other relevant overheads

1.1.4 a mark-up of 10% (“Mark-Up”) as applied to the Fixed Charge, the Variable Charge (if any) and Research Costs, such that the Fixed Charge, the Variable Charge (if any), Research Costs and Mark-Up, collectively, shall reflect an arm’s length cost-plus standard.

2. 1 Prothena will maintain a range of cost codes (or cost centres) in its books for the purpose of recording the Research Costs.

2.2. At the end of each calendar month, Prothena shall provide Elan with a report detailing the services provided, and the categories and line items under which the Charges have been accrued, in respect of that monthly period (the “Monthly Report” ).

3. Prothena shall issue an invoice for the agreed Charges, detailing the amount due in respect of the Prothena Services respectively for the relevant period.

4. All Charges shall be subject to increase or decrease (by way of reconciliation in subsequent invoices) to the extent such increases or decreases are provided for by this Schedule 2.

5. Any disputes in relation to the Charges shall be dealt with in accordance with Clause 10 of this Agreement.

The following is an illustration of how the Charges will be calculated:


Charge		cost per month USD$
Fixed Charge for 2 FTE		41,667
Research Costs		2,000
Mark up of 10%		4,368
Total Cost		48,038

Exhibit 10.5

Dated

[ — ]

Prothena Corporation plc

and

[ — ]

DEED OF INDEMNITY

CONTENTS


Clause		Page

1.	INTERPRETATION		1

2.	WARRANTY		4

3.	OBLIGATIONS OF THE COMPANY		4

4.	SPECIAL INDEPENDENT COUNSEL		6

5.	PARTIAL INDEMNIFICATION		6

6.	CHANGE OF LAW OR GOVERNING DOCUMENTS		6

7.	JOINT LIABILITY		7

8.	DURATION		7

9.	NOTIFICATION		7

10.	CONSENT OF THE COMPANY TO SETTLEMENT		7

11.	ASSUMPTION OF DEFENCE		8

12.	ASSISTANCE AND CO-OPERATION IN THE EVENT OF LOSS		8

13.	SAVER FOR RIGHTS OF THE COMPANY		8

14.	AMENDMENTS		8

15.	WAIVER		9

16.	SUBROGATION		9

17.	POWER OF ATTORNEY		9

-i-


18.	INTERIM PAYMENTS	9

19.	OTHER PAYMENTS	9

20.	SUCCESSORS AND ASSIGNS	9

21.	SEVERABILITY	10

22.	SECTION 200 OF THE COMPANIES ACT, 1963	10

23.	NO PRESUMPTION.	10

24.	COUNTERPARTS	10

25.	GOVERNING LAW	10

-ii-

THIS DEED OF INDEMNITY is made on [ ]

BETWEEN

(1)

PROTHENA CORPORATION plc having its registered office at 25-28 North Wall Quay, Dublin 1, Ireland (the “ Company ”), and

(2)

(the “ Indemnitee ”).

WHEREAS

(A)

The Indemnitee is [ ].

(B)

Both the Company and the Indemnitee recognise the increased risk of litigation and other claims being asserted against directors, officers and employees of companies in various jurisdictions at a time when it has become increasingly difficult to obtain adequate insurance coverage at reasonable cost.

(C)

In recognition of the Indemnitee’s need for substantial protection against personal liability and in order to enhance the Indemnitee’s service to the Company in an effective manner, the Company wishes to provide in this Deed for the Indemnification of, and the advancing of expenses to, the Indemnitee to the extent permitted by law and as set forth in this Deed.

(D)

In order to induce the Indemnitee to serve, or continue to serve, as a [ ] of the Company, the Company has entered into this Deed with the Indemnitee.

IT IS HEREBY AGREED AS FOLLOWS:

1.	Interpretation

In this Deed, unless the context otherwise requires, the following terms shall have the following meanings:

(a) A “ Change in Control ” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

(ii) Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Company’s Board of Directors (the “ Board ”), and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i), 1(a)(iii) or 1(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii) Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

(iv) Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

(v) Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

For purposes of this Section 1(a), the following terms shall have the following meanings:

(A) “ Person ” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(B) “ Beneficial Owner ” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

-2-

(b) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(c) “ Expenses ” means any and all expenses (including legal fees), costs, and obligations paid or incurred by the Indemnitee in connection with any Indemnification Event and any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Deed, including but not limited to expenses incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether the Indemnitee is ultimately determined to be entitled to such indemnification, advance payment of Expenses or insurance recovery, as the case may be.

(d) “ Indemnification Event ” means any threatened, pending, current or completed action, suit, proceeding or alternative dispute resolution mechanism or any appeal therefrom, or any inquiry, investigation or inspection, whether brought by or in the right of the Company or any other party, whether civil, criminal, administrative, investigative or otherwise (“ Claims ”) in relation to which the Indemnitee was, is or becomes a party, witness or other participant, or is threatened to be made a party, witness or other participant by reason of (or arising in part out of) the fact that the Indemnitee is or was at any time a director, officer, employee, trustee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee or agent of another company, corporation, participation, joint venture, trust, employee benefit plan or other enterprise, or by reason of anything done or not done by the Indemnitee in any such capacity, including but not limited to Claims under the Securities Act, the Exchange Act, or other federal, state or foreign statutory law or regulation, at common law or otherwise against or otherwise involving the Indemnitee in any such capacity arising out of or as a result of any offering (whether by public offer or private placement and whether or not involving a listing or quotation on any stock exchange) for subscription and/or purchase of any shares in the capital of the Company and/or American depositary shares representing shares in the capital of the Company or any offering of securities of the Company, or, in any such case, any subsidiary of the Company, and any prospectus, placing memorandum, advertisement, notice, circular or other document issued or filed in connection therewith and any agreement, contract or arrangement entered into in connection therewith.

(e) “ Liabilities ” means any and all damages, judgments, awards, fines, penalties, lodgments, amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such judgements, awards, fines, penalties or amounts paid in settlement), given or made against or incurred by the Indemnitee in connection with any Indemnification Event.

(f) “ Reviewing Party ” means (i) the Company’s Board of Directors (provided that a majority of directors are not parties to the particular Claim for which Indemnitee is seeking indemnification) or (ii) any other person or body appointed by the Company’s Board of Directors, who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or (iii) if there has been a Change in Control (other than a Change in Control which has been approved by two-thirds or more of the Company’s Board of Directors who were directors immediately prior to such Change in Control), the special independent counsel referred to in Section 2 hereof.

-3-

(g) “ Securities Act ” means the Securities Act of 1933, as amended.

2.	Warranty

The Company warrants by its execution hereof that it has power to enter into and has duly authorised the execution and delivery of this Deed and that its obligations hereunder constitute its legal, valid and binding obligations enforceable against it in accordance with the terms hereof.

3.	Obligations of the Company

(a) The Company hereby agrees to indemnify the Indemnitee to the fullest extent permitted by law against any and all Expenses and Liabilities; provided however that the foregoing obligation of the Company shall not apply to:

(i) an Indemnification Event, except as provided in Clause 3(c), that was commenced or instituted by the Indemnitee against the Company or any director or officer of the Company or any of its subsidiaries without the prior approval of the board of directors of the Company or of any of its subsidiaries or any committee of any such board or any other persons to whom authority to grant such approval may have been delegated by such board from time to time; or

(ii) any claim or action giving rise to an Indemnification Event which is settled in any manner by the Indemnitee other than in accordance with the provisions of Clause 10 of this Deed;

(iii) any Indemnification Event based upon, arising directly or indirectly out or as a result of or otherwise made on account of Indemnitee’s conduct which is determined by final judgment or other final adjudication to have constituted a breach of Indemnitee’s duty of loyalty or other fiduciary duty to the Company or its stockholders or an act or omission not in good faith or which involved intentional misconduct or a knowing violation of the law;

(iv) any Indemnification Event if such indemnification or advance payment of Expenses would cause the Company to act in violation of applicable law (including Section 200 of the Companies Act, 1963 of Ireland) or any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act or any registration statement filed with the Securities and Exchange Commission (“ SEC ”) under the Securities Act; or

(v) any Indemnification Event for which final judgment or adjudication is rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee, or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Exchange Act.

-4-

(b) Notwithstanding the foregoing, the indemnification obligations of the Company under Clause 3(a) shall be subject to the condition that the Reviewing Party shall not have determined (in a written opinion, in any case in which the special independent counsel referred to in Clause 4 hereof is involved) that Indemnitee would not be permitted to be indemnified or have Expenses advanced under applicable law or the terms of this Deed; provided, however, that if Indemnitee has commenced legal proceedings to secure a determination that Indemnitee should be indemnified under applicable law or the terms of this Deed, any determination made by the Reviewing Party that Indemnitee would not be permitted to be indemnified under applicable law or the terms of this Deed shall not be binding and Indemnitee shall not be required to reimburse the Company for any advance payment of Expenses pursuant to Clause 18(b) until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). In connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified or to have Expenses advanced hereunder the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law or the terms of this Deed, Indemnitee shall have the right to commence litigation seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof and the Company hereby consents to service of process and to appear in any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.

(c) The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and advance such Expenses to Indemnitee (pursuant to Clause 18) which are incurred by Indemnitee in connection with any Claim asserted against or action brought by Indemnitee for indemnification or advance payment of Expenses by the Company under this Deed or any other agreement or the Company’s memorandum or articles of association now or hereafter in effect relating to Indemnification Events.

(d) The Company hereby agrees that it shall use all reasonable endeavours to obtain and maintain in effect liability insurance which may cover any liability arising from any Indemnification Event. If at the time of the receipt by the Company of a notice of an Indemnification Event the Company has such liability insurance in effect, the Company shall give prompt notice to the insurers of such Indemnification Event in accordance with the procedures set forth in the relevant policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay on behalf of the Indemnitee, all amounts payable in accordance with the terms of such policies.

(e) The Company acknowledges that the Indemnitee is entitled to rely in good faith on the records of the Company and any advice obtained by experts selected with reasonable care in the exercise of his duties as an officer of the Company, and any such reliance shall be taken into account by the Company in the performance of its obligations hereunder in the event of the occurrence of an Indemnification Event.

-5-

4.	Special Independent Counsel

The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been approved by two- thirds or more of the Company’s Board of Directors who were directors immediately prior to such Change in Control) then with respect to all matters thereafter arising concerning the rights of Indemnitee to indemnity payments and advance payment of Expenses under this Deed or any other agreement, the Company’s memorandum or articles of association now or hereafter in effect relating to Claims for Indemnification Events, the Company shall seek legal advice only from special independent counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld or delayed) and who has not otherwise performed services for the Company or any of its subsidiaries or for Indemnitee within the last five years (other than in connection with such matters). In the event that Indemnitee and the Company are unable to agree on the selection of the special independent counsel, such special independent counsel shall be selected by lot from among at least five law firms with offices in Ireland having more than twenty attorneys and having attorneys who specialize in corporate law. Such selection shall be made in the presence of Indemnitee (and his legal counsel or either of them, as Indemnitee may elect). Such counsel, among other things, shall, within 90 days of its retention, render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the special independent counsel referred to above and to fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities, and damages arising out of or relating to this Deed or its engagement pursuant hereto.

5.	Partial Indemnification

If the Indemnitee is entitled under any provision of this Deed to indemnification by the Company for some of the Expenses and Liabilities arising from an Indemnification Event but not, however, for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion thereof to which the Indemnitee is entitled. Moreover, notwithstanding any other provision of this Deed, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Indemnification Events or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against all Expenses incurred in connection therewith.

6.	Change of Law or Governing Documents

(a) In the event of any change in applicable law, statute or rule which restricts the right of the Company to indemnify a person serving in a capacity referred to in Recital A of this Deed, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Deed, shall have no effect on this Deed or the parties’ rights and obligations hereunder.

(b) In the event of any change in applicable law, statute or rule, including but not limited to a change in the Companies Acts (whether by statute or judicial decision), or the Company’s memorandum or articles of association which permits greater indemnification by agreement than would be afforded currently under the Company’s memorandum or articles of association and this Deed, it is the intent of the parties hereto that Indemnitee shall enjoy by this Deed the greater benefits so afforded by such change.

-6-

(c) The indemnification provided by this Deed shall not be deemed exclusive of any rights to which the Indemnitee may be entitled under the Company’s memorandum or articles of association, any agreement, any vote of shareholders or of its board of directors or any laws or regulations in effect now or in the future.

7.	Joint Liability

If the indemnification provided for herein is unavailable and may not be paid to the Indemnitee because such indemnification is not permitted by law, then in respect of any threatened, pending, current or completed action, suit or proceeding in which the Company or any of its subsidiaries is jointly liable with the Indemnitee, the Company shall contribute, to the full extent permitted by law, to the amount of any Expenses and Liabilities, in such proportion as is appropriate to reflect:

(a) the relative benefits received by the Company or its subsidiaries on the one hand and the Indemnitee on the other hand from the transaction from which such action, suit or proceeding arose, and

(b) the relative fault of the Company or its subsidiaries on the one hand and of the Indemnitee on the other in connection with the events which resulted in such Expenses and Liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and the Indemnitee on the other shall be determined by reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the circumstances resulting in such Expenses and Liabilities.

8.	Duration

All obligations of the Company contained herein shall continue during the period the Indemnitee serves in a capacity referred to in Recital A of this Deed and shall continue thereafter so long as the Indemnitee shall be subject to any possible claim relating to an Indemnification Event.

9.	Notification

Promptly after becoming aware that any action or event is or may become an Indemnification Event the Indemnitee shall notify the Company of same, but the omission so to notify the Company shall not relieve the Company from any obligation it may have under this Deed.

10.

Consent of the Company to Settlement

The Indemnitee shall not settle any claim or action in any manner which would impose on the Company any penalty, constraint, or obligation to hold harmless or indemnify the Indemnitee pursuant to this Deed without the Company’s prior written consent, which consent shall not be unreasonably withheld.

-7-

11.

Assumption of Defence

If any Indemnification Event is commenced against the Indemnitee, the Company shall be entitled to participate therein at its own expense and, to the extent that it may wish, shall be entitled, by giving notice to the Indemnitee of its election to do so, to assume the defence thereof with legal advisers chosen by it. After notice from the Company to the Indemnitee of its election to assume the defence of any such Indemnification Event, the Company shall not be liable to indemnify the Indemnitee under this Deed for any legal or other Expenses subsequently incurred by the Indemnitee in connection with the defence thereof, other than reasonable costs of the investigation, travel and accommodation expenses arising out of or in relation to the Indemnitee’s participation in such Indemnification Event. The Indemnitee shall have the right to employ the Indemnitee’s own legal advisers in such claim but the fees and expenses of such legal advisers incurred after notice from the Company to the Indemnitee of its assumption of the defence thereof shall be at the expense of the Indemnitee unless:

(i) otherwise authorised by the Company; or

(ii) the Company shall have reasonably concluded, and so notified the Indemnitee, that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defence of such claim; and

(iii) the Company shall not, within a reasonable time after giving notice to the Indemnitee, have employed legal advisers to assume the defence of such claim,

in which cases the fees and expenses of the Indemnitee’s legal advisers shall be at the expense of the Company.

12.

Assistance and Co-operation in the event of loss

The Indemnitee agrees to provide the Company with such information, assistance and co-operation as the Company, its subsidiaries, agents, underwriters or advisers may reasonably request in relation to any Indemnification Event.

13.

Saver for Rights of the Company

The indemnities given by the Company herein shall be without prejudice to and shall not affect any liability which the Indemnitee may at any time have to the Company in respect of any matter whatsoever.

14.

Amendments

No supplement, modification or amendment of this Deed, other than pursuant to Clause 5 hereof, shall be binding unless executed in writing by both of the parties hereto.

-8-

15.

Waiver

No waiver of any of the provisions of this Deed shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

16.

Subrogation

In the event of payment under this Deed, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do everything that may be necessary to secure and enforce such rights.

17.

Power of Attorney

The Indemnitee hereby irrevocably appoints the Company as his attorney and agent, in his name or otherwise and on his behalf to execute and do all such documents, acts and things which he ought to execute or do under the provisions of this Deed and generally in his name and on his behalf to exercise all or any of the powers, authorities and discretions conferred on the Company by or pursuant to this Deed, including to act on his behalf in relation to any insurance policy or other cover from time to time maintained by or at the cost of the Company for its directors or officers in respect of any Expenses and Liabilities. Any document to be executed under this power may be executed by any officer or employee of the Company.

18.

Interim Payments

(a) The Company shall to the extent permitted by law advance all Expenses incurred by the Indemnitee. The advances to be made hereunder shall be paid by the Company to the Indemnitee as soon as practicable but in any event no later than five days after written demand by the Indemnitee therefor to the Company.

(b) In the event that it is finally established that the Company has no liability to indemnify the Indemnitee under this Deed, the Indemnitee hereby agrees to repay to the Company on demand all sums previously paid to or on behalf of the Indemnitee under provisions of this Deed. Indemnitee’s obligation to reimburse the Company for advance payment of Expenses shall be unsecured and no interest shall be charged thereon.

19.

Other Payments

The Company shall not be liable under this Deed to make any payment in connection with any claim made against the Indemnitee to the extent that the Indemnitee has otherwise actually received payment (under any insurance policy, any provision of the memorandum or articles of association of the Company or otherwise) of the amounts otherwise indemnifiable hereunder.

20.

Successors and Assigns

This Deed shall enure to the benefit of and be binding upon the parties hereto and their respective successors, personal representatives and lawful assigns.

-9-

21.

Severability

In the event that any of the provisions of this Deed are held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain valid and enforceable to the full extent permitted by law and the illegality, invalidity or unenforceability of any provision of this Deed under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction.

22.

Section 200 of the Companies Act, 1963

The provisions of this Deed shall only have effect insofar as they are not contrary to or in violation of the laws of Ireland and in particular section 200 of the Companies Act, 1963.

23.

No Presumption.

For purposes of this Deed, the termination of any action, suit or proceeding by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief. Any determination by the Reviewing Party that Indemnitee is not entitled to indemnification hereunder shall not be a defense by the Company to any Claim by Indemnitee to enforce any right to indemnification or advance payment of Expenses pursuant to this Deed or any other agreement or the Company’s memorandum or articles of association now or hereafter in effect.

24.

Counterparts

This Deed may be executed in any number of counterparts, and by the parties on separate counterparts, each of which shall constitute an original, but all the counterparts shall together constitute one and the same instrument.

25.

Governing Law

This Deed shall be governed by, construed and enforced in accordance with, the laws of Ireland.

-10-

IN WITNESS WHEREOF this Deed has been entered into the day and year first above written.


GIVEN UNDER THE COMMON SEAL
of PROTHENA CORPORATION PLC in the presence of:


						[Signature of Director/Secretary/Authorised Person]


						[Signature of Director/Secretary/Authorised Person]
SIGNED AND DELIVERED AS A DEED BY
[INDIVIDUAL NAME] in the presence of:


						[Signature of Individual]

Exhibit 10.6

LEASE AGREEMENT

THIS LEASE AGREEMENT (this “Lease”) is made this 18th day of March, 2010 (“ Lease Date ”), between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation (“ Tenant ”).

RECITALS

A. As of the Lease Date, Coulter Pharmaceutical, Inc., a Delaware corporation (“ Coulter ”) and Landlord are parties to that certain Lease Agreement dated November 7, 1997 (as the same may have been or in the future may be amended, the “ Coulter Lease ”) whereby Landlord leases to Coulter those certain buildings commonly known as 600 Gateway Boulevard, South San Francisco, California (“ 600 Building ”), and 650 Gateway Boulevard, South San Francisco, California (“ 650 Building ”).

B. Tenant has agreed to sublease the 650 Building from Coulter pursuant to that certain Sublease Agreement dated as of the Lease Date (“ Coulter Sublease ”).

C. Concurrent herewith Landlord, Tenant and Coulter are also entering into that certain Consent to Sublease dated as of the Lease Date (“ Consent Agreement ”) whereby Landlord consents to the Sublease on the terms and conditions more particularly set forth therein.

D. Upon the expiration or earlier termination of the Coulter Lease, Landlord has agreed to lease to Tenant, and Tenant has agreed to lease from Landlord, the Premises (as hereinafter defined) under a direct lease between Tenant and Landlord as hereinafter set forth.

BASIC LEASE PROVISIONS


Building:	650 Gateway Boulevard, South San Francisco, California

Premises:	That portion of the Building containing approximately 26,299 rentable square feet, as determined by Landlord, as shown on Exhibit A .

Project:	The real property on which the Building is located, together with all improvements thereon and appurtenances thereto as described on Exhibit B .

Base Rent:	Months 1 - 5:	$0 per month
	Months 6 - 12:	$60,487.70 per month, based on the monthly rental rate of $2.30 per rentable square foot
	Months 13 - 24:	$63,117.60 per month, based on the monthly rental rate of $2.40 per rentable square foot
	Months 25 - 36:	$68,377.40 per month, based on the monthly rental rate of $2.60 per rentable square foot
	Months 37 - 48:	$74,952.15 per month, based on the monthly rental rate of $2.85 per rentable square foot
	Months 49 - 60:	$80,211.95 per month, based on the monthly rental rate of $3.05 per rentable square foot
	Months 61 - 72:	$83,367.83 per month, based on the monthly rental rate of $3.17 per rentable square foot
	Months 73 - 84:	$86,786.70 per month, based on the monthly rental rate of $3.30 per rentable square foot
	Months 85 - 96:	$90,205.57 per month, based on the monthly rental rate of $3.43 per rentable square foot
	Months 97 - 108:	$93,887.43 per month, based on the monthly rental rate of $3.57 per rentable square foot
	Months 109 - 120:	$97,569.29 per month, based on the monthly rental rate of $3.71 per rentable square foot

650 Gateway/Elan - Page 2

Notwithstanding anything to the contrary contained herein, Month 1 shall be November 2010.

Rentable Area of Premises: 26,299 sq. ft., subject to adjustment as provided for in Section 5 hereof.

Rentable Area of Building: 50,400 sq. ft. Building’s Share of Project: 33.39%

Rentable Area of Project: 150,960 sq. ft.

Tenant’s Share of Operating Expenses of Building: 52.18%, subject to adjustment as provided for in Section 5 hereof.

Tenant’s Share of Operating Expenses of Project: 17.42%, subject to adjustment as provided for in Section 5 hereof.

Security Deposit: None

Rent Commencement Date: April 14, 2011

Base Term: Beginning on the Commencement Date and ending November 30, 2020.

Permitted Use: Research and development laboratory, related office and other related uses consistent with the character of the Project and otherwise in compliance with the provisions of Section 7 hereof.


Address for Rent Payment:		Landlord’s Notice Address:
P.O. Box 975383		385 E. Colorado Boulevard, Suite 299
Dallas, TX 75397-5383		Pasadena, CA 91101
		Attention: Corporate Secretary

Tenant’s Notice Address:		With a copy to:
800 Gateway Boulevard		800 Gateway Boulevard
South San Francisco, CA 94080		South San Francisco, CA 94080
Attention: Mr. Rick Smith		Attention: Vice President, Corporate Legal

The following Exhibits and Addenda are attached hereto and incorporated herein by this reference:


[X] EXHIBIT A - PREMISES DESCRIPTION		[X] EXHIBIT B - DESCRIPTION OF PROJECT
[X] EXHIBIT C - WORK LETTER		[X] EXHIBIT D - COMMENCEMENT DATE
[X] EXHIBIT E - RULES AND REGULATIONS		[X] EXHIBIT F - TENANT’S PERSONAL PROPERTY
[X] EXHIBIT G - SPACE PLAN		[X] EXHIBIT H - SURRENDER PLAN REQUIREMENTS
[X] EXHIBIT I - DEMISING IMPROVEMENTS

1. Lease of Premises . Upon and subject to all of the terms and conditions hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. The Basic Lease Provisions set forth above are subject to the remaining terms and conditions of this Lease and are to be interpreted in light of such remaining terms and conditions. The portions of the Project which are for the non-exclusive use of tenants of the Project are collectively referred to herein as the “ Common Areas .” Any areas designated for the non-exclusive use of tenants of the Project following the completion by Landlord of the Demising Improvements (as defined in Section 2) , if such Demising Improvements are constructed by Landlord pursuant to Section 2 , shall be included as Common Areas. Landlord reserves the right to modify Common Areas, provided that such modifications do not (a) materially adversely affect Tenant’s use of the Premises for the Permitted Use, or (b) materially increase Tenant’s Share of the Building or Project as set forth in the Basic Lease Provisions.

LOGO

650 Gateway/Elan - Page 3

2. Delivery; Acceptance of Premises; Commencement Date . The “Commencement Date ” shall be the earlier to occur of (i) November 14, 2010, or (ii) the day after the termination of the Coulter Lease, if the Coulter Lease terminates prior to November 13, 2010 (the “ Coulter Lease Expiration Date ”). The “ Rent Commencement Date ” shall be April 14, 2011. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D ; provided , however , that Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “ Term ” of this Lease shall be the Base Term, as defined in the Basic Lease Provisions of this Lease.

Notwithstanding anything to the contrary in this Lease, this Lease is expressly conditioned upon the occurrence of the following concurrent with the mutual execution and delivery of this Lease by Landlord and Tenant: (i) the execution and delivery by and between Coulter and Tenant of the Coulter Sublease, pursuant to which Tenant shall occupy the Premises prior to the Commencement Date, and (ii) the execution and delivery by Coulter, Tenant and Landlord of the Consent Agreement, which Consent Agreement shall provide (a) for Landlord’s agreement that Tenant’s continued occupancy of the Premises following the expiration or earlier termination of the Coulter Sublease (following the expiration or earlier termination of the Coulter Lease) shall be pursuant to this Lease and shall not constitute a holdover under the Coulter Lease, and (b) that Coulter shall have no obligation to remove or restore the Tenant Improvements (as defined in the Work Letter) upon the expiration or earlier termination of the Coulter Lease or the Coulter Sublease. Tenant agrees that Landlord has no obligation under this Lease prior to the Commencement Date other than to fund the TI Allowance pursuant to the terms of the Work Letter and to perform Landlord’s compliance obligations under Section 7 of this Lease with respect to those compliance requirements applicable to the Building (excluding the Premises for which Tenant shall be responsible) and the Common Areas of the Project that are imposed by Governmental Authorities as a condition to the issuance of the permits required by Tenant for the construction of the Tenant Improvements.

In addition, Landlord further agrees that if the Coulter Lease terminates prior to the Coulter Lease Expiration Date, then, notwithstanding anything to the contrary contained in this Lease or the Coulter Lease, the Coulter Sublease shall automatically terminate and the Commencement Date shall be amended to be the day after the date of such early termination of the Coulter Lease (“ Early Commencement Date ”); provided, however, that (i) Tenant shall, commencing on the Early Commencement Date through November 13, 2010, be required to pay rent equal to (a) Base Rent in the amount of $30,000.00 per month, and (b) Tenant’s Proportionate Share of Expenses (as defined in the Coulter Lease) (Tenant’s Proportionate Share of Building Expenses (as defined in the Coulter Lease) shall be 59.52% and Tenant’s Proportionate Share of Project Expenses (as defined in the Coulter Lease) shall be 19.84%), and any other amounts required to be paid by Tenant pursuant to the terms of the Coulter Sublease including, without limitation, those amounts payable pursuant to Section 2(c) of the Coulter Sublease, and (ii) if the Coulter Lease has terminated due to a casualty or condemnation, such casualty or condemnation shall be deemed to have occurred during the Base Term of this Lease and the rights and obligations of Landlord and Tenant with respect to this Lease shall be governed by Section 18 or Section 19 of this Lease, as applicable.

If Tenant does not exercise its Expansion Right (as defined in Section 39 ) pursuant to Section 39(a) , Landlord shall, at Landlord’s sole cost and expense, construct a demising wall (and related modifications), as reflected on Exhibit I (“ Demising Improvements ”), as required to demise the Premises from the space immediately adjacent to the Premises, as shown on Exhibit A (“ Adjacent Space ”) prior to any occupancy of the Adjacent Space by a third party. Tenant acknowledges that unless and until Tenant exercises its Expansion Right Tenant shall have no right to use any portion of the Adjacent Space and agrees not to occupy or store any of its property in the Adjacent Space at any time

LOGO

650 Gateway/Elan - Page 4

during the Term. Tenant acknowledges that if Landlord constructs the Demising Improvements, Landlord shall require access to portions of the Premises in order to complete the Demising Improvements. Landlord and its contractors and agents shall have the right to enter the Premises to complete the Demising Improvements and Tenant shall cooperate with Landlord in connection with the same. Tenant acknowledges that Landlord’s completion of the Demising Improvements may adversely affect Tenant’s use and occupancy of the Premises, subject to Landlord’s duty to act reasonably to mitigate such adverse effects on Tenant’s use and enjoyment of the Premises. Landlord agrees to use reasonable efforts to perform the Demising Improvements in a manner which does not unreasonably interfere with or cause a material disturbance of Tenant’s use and enjoyment of the Premises and to cooperate and coordinate with Tenant to schedule any activities which are reasonably likely to cause a material disturbance with Tenant’s use or enjoyment of the Premises in order for Tenant to reasonably mitigate such interference; provided, however, that Tenant recognizes that construction noise and vibrations associated with normal construction activities are to be expected during the course of the Demising Improvements. Notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete the Demising Improvements. Tenant waives all claims against Landlord in connection with Demising Improvements including, without limitation, claims for rent abatement.

Except as set forth in the Work Letter and in Section 13 of this Lease: (i) Landlord shall have no obligation for any defects in the Premises; and (ii) Tenant’s occupancy of the Premises pursuant to the terms of the Coulter Sublease shall be conclusive evidence that Tenant accepts the Premises in their current “as is” conditions and that such condition is acceptable to Tenant.

Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations which are not contained herein. Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties, acknowledgments and agreements contained herein.

3. Rent .

(a) Base Rent . The Base Rent for the first full month after the Rent Commencement Date shall be due and payable upon delivery of an executed copy of this Lease to Landlord. Commencing on the Rent Commencement Date, and continuing thereafter throughout the remainder of the Term, monthly installments of Base Rent shall be due and payable by Tenant to Landlord in advance, without demand, abatement, deduction or set-off, on or before the first day of each calendar month, in lawful money of the United States of America, at the office of Landlord for payment of Rent set forth above, or to such other person or at such other place as Landlord may from time to time designate in writing. Payments of Base Rent for any fractional calendar month shall be prorated (and Tenant’s Base Rent payment due on May 1, 2011, shall be reduced to reflect the prepayment of the first full month’s Base Rent that is partially applied to the Base Rent payable for the April 2011 fractional calendar month). The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any Rent (as defined in Section 5 ) due hereunder except for any abatement as may be expressly provided in this Lease.

(b) Additional Rent . In addition to Base Rent, Tenant agrees to pay to Landlord as additional rent (“ Additional Rent ”): (i) Tenant’s Share of “Operating Expenses” (as defined in Section 5 ), and (ii) any and all other amounts Tenant assumes or agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure period.

LOGO

650 Gateway/Elan - Page 5

4. Base Rent Adjustments . Base Rent shall be increased during the Base Term as provided for in the schedule set forth on page 1 of this Lease. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

5. Operating Expense Payments . Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during the Term (the “ Annual Estimate ”), which may be revised by Landlord from time to time during such calendar year (but not more than twice in any calendar year). Commencing on the Commencement Date and thereafter on the first day of each month of the Term, Tenant shall pay Landlord an amount equal to 1/12th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated.

The term “ Operating Expenses ” means all costs and expenses of any kind or description whatsoever incurred or accrued each calendar year by Landlord with respect to the Building (including the Building’s Share of all costs and expenses of any kind or description incurred or accrued by Landlord with respect to the Project which are not specific to the Building or any other building located in the Project) (including, without duplication, Taxes (as defined in Section 9 ), capital repairs and improvements amortized over (i) the lesser of 10 years and the useful life with respect to centralized process systems including, without limitation, HVAC systems, vacuum, DI water, and CDA systems, or (ii) the useful life (as reasonably determined by Landlord taking into account relevant factors including, without limitation, the hours of operation of the Building and its use for laboratory/office purposes) of capital items other than centralized process systems, and the costs of Landlord’s third party property manager or, if there is no third party property manager, administration rent in the amount of 3.0% of Base Rent), excluding only:

(a) the original construction costs of the Project and renovation prior to the date of the Lease and costs of correcting defects in such original construction or renovation;

(b) capital expenditures for expansion of the Project;

(c) the cost of structural improvements or modifications to the roof structure of the Building (exclusive of the roof membrane) or the Building structure, except for such improvements or modifications that are (i) determined to be reasonably necessary by Landlord to comply with its obligations under this Lease, (ii) triggered by Tenant’s particular use of the Premises or Tenant’s Alterations, and/or (iii) required to comply with Legal Requirements to the extent permitted under Section 7 of this Lease; and the cost of any structural repairs to the roof structure of the Building or the Building structure to the extent directly attributable to Landlord’s failure to act reasonably in the performance of its maintenance obligations under Section 13 of this Lease;

(d) interest, principal payments of Mortgage (as defined in Section 27 ) debts of Landlord, financing costs and amortization of funds borrowed by Landlord, whether secured or unsecured; and all payments of base rent (but not taxes or operating expenses) under any ground lease or other underlying lease of all or any portion of the Project;

(e) depreciation of the Project (except for the amortization of any capital improvements, the cost of which are specifically includable in Operating Expenses to the extent permitted herein);

(f) advertising, legal and space planning expenses and leasing commissions and other costs and expenses incurred in procuring and leasing space to tenants for the Project, including any leasing office maintained in the Project, free rent and construction allowances for tenants and any marketing expenses;

(g) legal and other expenses incurred in the negotiation or enforcement of leases or in Landlord’s defense of any action brought under this Lease or otherwise pursuant to Landlord’s defense of Tenant’s quiet enjoyment of the Premises;

LOGO

650 Gateway/Elan - Page 6

(h) the cost of completing, fixturing, improving, renovating, painting, redecorating or other work, which Landlord pays for or performs for other tenants within their premises, and costs of correcting defects in such work;

(i) costs to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the Project, whether or not actually paid;

(j) salaries, wages, benefits and other compensation paid to officers and employees of Landlord who are not assigned in whole or in part to the operation, management, maintenance or repair of the Project, and to the extent such persons perform services not in connection with the management, operation, repair or maintenance of the Building or Project;

(k) general organizational, administrative and overhead costs relating to maintaining Landlord’s existence, either as a corporation, partnership, or other entity, including general corporate, legal and accounting expenses, costs of defending any lawsuits with any mortgagee (except as the actions of Tenant may be in issue), and costs of selling, syndicating, financing, mortgaging or hypothecating any of Landlord’s interest in the Building or Project;

(l) costs (including attorneys’ fees and costs of settlement, judgments and payments in lieu thereof) incurred in connection with disputes with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in connection with negotiations or disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building;

(m) costs incurred by Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and conditions of any lease of space in the Project or any Legal Requirement (as defined in Section 7 );

(n) penalties, fines or interest incurred as a result of Landlord’s inability or failure to make payment of Taxes and/or to file any tax or informational returns when due, or from Landlord’s failure to make any payment of Taxes required to be made by Landlord hereunder before delinquency;

(o) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis;

(p) costs of Landlord’s charitable or political contributions, or of fine art maintained at the Project;

(q) costs in connection with services (including electricity), items or other benefits of a type which are not standard for the Project and which are not available to Tenant without specific charges therefor, but which are provided to another tenant or occupant of the Project, whether or not such other tenant or occupant is specifically charged therefor by Landlord;

(r) costs incurred in the sale or refinancing of the Project;

(s) net income taxes of Landlord or the owner of any interest in the Project, franchise, capital stock, gift, estate or inheritance taxes or any federal, state or local documentary taxes imposed against the Project or any portion thereof or interest therein; and

(t) any expenses otherwise includable within Operating Expenses to the extent actually reimbursed by persons other than tenants of the Project, including but not limited to Taxes, insurance and maintenance and repairs related to the parking areas of the Project reserved for the exclusive use of tenants of other buildings of the Project or otherwise reserved for the exclusive use of other third parties with parking rights in the Project from time to time;

LOGO

650 Gateway/Elan - Page 7

(u) Operating Expense reserves (including reserves for Taxes);

(v) costs or expenses for the acquisition of sculpture, paintings or other works of art;

(w) costs or fees relating to the defense of Landlord’s title to or interest in the Building and/or the Project, or any part thereof;

(x) rentals and other related expenses, if any, incurred in leasing air conditioning systems or other equipment ordinarily considered to be of a capital nature to the extent such costs exceed the amount otherwise includable in Operating Expenses hereunder if purchased rather than leased by Landlord;

(y) any costs or expenses which are duplicative of maintenance and repair costs and expenses actually incurred by Tenant in satisfaction of Tenant’s maintenance and repair obligations under this Lease;

(z) costs which are actually recovered by Landlord pursuant to the insurance policies required to be maintained by Landlord hereunder (provided that, except as otherwise provided in Section 13 , Landlord, in the exercise of its reasonable discretion, uses reasonable efforts to collect such insurance proceeds) or, if Landlord fails to maintain such insurance policies, costs that would have been recovered pursuant to such insurance policies had they been maintained by Landlord as required under this Lease;

(aa) any costs, fees or expenses for services that a third party manager would provide which are duplicative of the services actually paid for by or out of administration rent or fees paid by Landlord to its third party manager;

(bb) any costs incurred to remove, study, test, remediate or otherwise related to the presence of Hazardous Materials in or about the Building or the Project (excluding the Premises), which Hazardous Materials (i) existed prior to the Lease Date, (ii) originated from any separately demised tenant space within the Project other than the Premises or (iii) were not brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Project by Tenant or any Tenant Party (as herein defined); and

(cc) costs incurred in connection with the performance of alterations or modifications to the Project (other than the Premises for which Tenant shall be solely responsible) that are required solely due to the non-compliance of the Project with the ADA (other than the Premises for which Tenant shall be solely responsible) as of the Commencement Date.

Within 90 days after the end of each calendar year (or such longer period as may be reasonably required), Landlord shall furnish to Tenant a statement (an “ Annual Statement ”) showing in reasonable detail: (a) the total and Tenant’s Share of actual Operating Expenses for the previous calendar year, and (b) the total of Tenant’s payments in respect of Operating Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses for such year, the excess shall be due and payable by Tenant as Rent within 30 days after delivery of such Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual Operating Expenses for such year Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual Statement, except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant within 30 days after delivery of such Annual Statement after deducting all other amounts due Landlord.

The Annual Statement shall be final and binding upon Tenant unless Tenant, within 30 days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 30 day period, Tenant reasonably and in

LOGO

650 Gateway/Elan - Page 8

good faith questions or contests the accuracy of Landlord’s statement of Tenant’s Share of Operating Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project and such information as Landlord reasonably determines to be responsive to Tenant’s questions (the “ Expense Information ”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Tenant’s Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm selected by Tenant from among the 5 largest in the United States, working pursuant to a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review the Expense Information for the year in question (the “ Independent Review ”). The results of any such Independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with respect to Operating Expenses for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at Landlord’s option either (i) credit the excess amount to the next succeeding installments of estimated Operating Expenses or (ii) pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination of this Lease or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect to Operating Expenses by more than 5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Notwithstanding anything set forth herein to the contrary, if the Building is not at least 95% occupied on average during any year of the Term, Tenant’s Share of Operating Expenses of the Building that are not fixed amounts regardless of occupancy (e.g., excluding Taxes and insurance costs; the “ Variable Operating Expenses ”) for such year shall be computed as though the Building had been 95% occupied on average during such year; and (b) if any other building of the Project is not at least 95% occupied on average during any year of the Term, that building’s share of all Variable Operating Expenses of any kind or description incurred or accrued by Landlord with respect to the Project shall be computed as though such other building of the Project had been 95% occupied on average during such year.

“ Tenant’s Share ” shall be the percentage set forth on the first page of this Lease as Tenant’s Share as reasonably adjusted by Landlord for changes in the physical size of the Premises or the Project occurring thereafter. Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that includes the Premises or that varies with occupancy or use. Landlord shall endeavor to equitably allocate such items to other tenants of the Building in a similar manner throughout the Term. Base Rent, Tenant’s Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively referred to herein as “ Rent .” Notwithstanding anything to the contrary contained herein, if Landlord constructs the Demising Improvements, Landlord shall provide Tenant with as-built CAD drawings of the Demising Improvements upon substantial completion of the Demising Improvements, and if Tenant believes in good faith that the Demising Improvements as actually constructed deviate from the Space Plan, Tenant shall have the right, within 30 days after substantial completion of the Demising Improvements, to request, by delivery of written notice to Landlord, that Landlord cause an architect reasonably acceptable to both Landlord and Tenant (“ Approved Architect ”) to recalculate the rentable square footage of the Premises, which recalculation shall be at Tenant’s sole cost and expense, unless the Approved Architect’s recalculation of the rentable square footage of the Premises deviates from the Rentable Area of Premises set forth on page 2 of this Lease by more than 5%, in which case Landlord shall pay for the costs incurred for such recalculation. If Tenant delivers such notice to Landlord, Landlord shall promptly cause the Approved Architect to recalculate the rentable square footage of the Premises in accordance with the 1996 Standard Method of Measuring Floor Area in Office Buildings as adopted by the Building Owners and Managers Association (ANSI/BOMA Z65.1-1996). If the Approved Architect determines that the actual square footage of the Premises deviates from the amount specified in the definitions of “ Premises ” and “ Rentable Area of

LOGO

650 Gateway/Elan - Page 9

Premises ” on page 1 of this Lease, then, promptly following such recalculation, this Lease shall be amended so as to (i) reflect the actual square footage thereof in the definitions of “ Premises ” and “ Rentable Area of Premises ”, and (ii) appropriately adjust the amounts set forth in the definitions of “ Tenant’s Share of Operating Expenses of Building ” and “ Tenant’s Share of Operating Expenses of Project ” which were calculated based on the square footage of the Premises prior to the construction of the Demising Improvements. Any such recalculation of the rentable square footage of the Premises shall only be applicable to the period following the completion of the Demising Improvements and may not be applied retroactively. If Tenant fails to deliver a notice to Landlord requesting a recalculation within the 30 day period provided for above, Tenant shall be deemed to have forever waived its right to cause the recalculation of the rentable square footage of the Premises and the Rentable Area of Premises set forth on page 1.

6. Intentionally Omitted .

7. Use . The Premises shall be used solely for the Permitted Use set forth in the basic lease provisions on page 1 of this Lease, and in compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without limitation, the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ ADA ”) (collectively, “ Legal Requirements ” and each, a “ Legal Requirement ”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9 ) having jurisdiction to be a violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any sprinkler or other credits. The use that Tenant has disclosed to Landlord that Tenant will be making of the Premises as of the Commencement Date will not result in the voidance of or an increase insurance risk with respect to the insurance currently being maintained by Landlord. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment which will overload the floor in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be liable or responsible for costs incurred in connection with the performance of alterations or modifications to the Project (other than the Premises for which Tenant shall be solely responsible) that are required solely due to the non-compliance of the Project with Legal Requirements applicable to the Project (other than the Premises for which Tenant shall be solely responsible) as of the Lease Date.

Landlord shall, at Landlord’s sole cost and expense, be responsible for the compliance of the Common Areas of the Building with the ADA as of the Lease Date, including ADA compliance requirements for the restrooms located on the first floor of the Building that are required by Governmental Authorities in connection with the issuance of the building permits required by Tenant for the construction

LOGO

650 Gateway/Elan - Page 10

of the Tenant Improvements. Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally applicable to similar buildings in the area in which the Project is located and except to the extent expressly excluded from Operating Expenses in Section 5 ) or at Tenant’s expenses (to the extent such Legal Requirement is applicable solely by reason of Tenant’s, as compared to other tenants of the Project, particular use of the Premises) make any alterations or modifications to the Common Areas or the exterior of the Building that are required by Legal Requirements, including the ADA. Tenant, at its sole expense, shall make any alterations or modifications to the interior of the Premises that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to Tenant’s use or occupancy of the Premises, Tenant’s construction or installation of the Tenant Improvements or subsequent alterations to the Premises made by Tenant, but only to the extent such alterations or modifications are particular to the Premises and are not generally applicable to all premises in the Building (for example, sprinkler system upgrades generally applicable to the Building shall be a capital expenditure performed by Landlord as an Operating Expense). Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “ Claims ”) arising out of or in connection with Legal Requirements, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection with any failure of the Premises to comply with any Legal Requirement.

The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 7 shall be made by Landlord or Tenant, as applicable, within a reasonable time after being required to do so.

8. Holding Over . If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to immediate termination by Landlord at any time, (ii) all of the other terms and provisions of this Lease shall remain in full force and effect (excluding any expansion or renewal option or other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration or earlier termination of this Lease or such other amount as Landlord and Tenant may agree, in such written consent, and (iv) all other payments shall continue under the terms of this Lease. If Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the monthly rental shall be equal to (x) 125% of Rent in effect during the last 30 days of the Term (payable on a per diem basis) for the first 60 days that Tenant is a tenant at sufferance (y) 150% of Rent in effect during the last 30 days of the Term, commencing upon the 61 ^st day that Tenant is a tenant at sufferance, and (B) Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages; provided, however, that if Tenant delivers a written inquiry to Landlord within 30 days prior to the expiration or earlier termination of the Term, Landlord will notify Tenant whether the potential exists for consequential damages. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or reinstatement of this Lease.

9. Taxes . Landlord shall pay, as part of Operating Expenses (except to the extent expressly excluded from Operating Expenses in Section 5 ), all taxes, levies, fees, assessments and governmental charges of any kind, existing as of the Commencement Date or thereafter enacted (collectively referred to as “ Taxes ”), imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including, without limitation, quasi-public agencies (collectively, “ Governmental Authority ”) during the Term, including, without limitation, all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to (or gross receipts received by) Landlord under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on

LOGO

650 Gateway/Elan - Page 11

the square footage, assessed value or other measure or evaluation of any kind of the Premises or the Project, or (iii) assessed or imposed by or on the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by, or at the direction of, or resulting from Legal Requirements, or interpretations thereof, promulgated by any Governmental Authority, or (v) imposed as a license or other fee, charge, tax, or assessment on Landlord’s business or occupation of leasing space in the Project. Landlord may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens securing Taxes. Notwithstanding anything to the contrary herein, Landlord shall only charge Tenant for such assessments as if those assessments were paid by Landlord over the longest possible term which Landlord is permitted to pay for the applicable assessments without additional charge other than interest, if any, provided under the terms of the underlying assessments. Taxes shall not include any net income taxes imposed on Landlord except to the extent such net income taxes are in substitution for any Taxes payable hereunder, nor shall Taxes include any franchise, estate, inheritance, succession, capital levy, transfer or excess profits taxes. If any such Tax is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any personal property or trade fixtures placed by Tenant in the Premises, whether levied or assessed against Landlord or Tenant. If any Taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property, or if the assessed valuation of the Project is increased by a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, higher than the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the right, but not the obligation, to pay such Taxes. Landlord’s determination of any excess assessed valuation shall be binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional Rent due from Tenant to Landlord within 30 days from the date of Tenant’s receipt of a written invoice for Tenant’s Share of the amount paid by Landlord. Landlord shall act equitably to apportion Tax liability among the buildings of the Project in order to cause the assessed value of each building to be reflected in the Taxes payable by the tenant(s) of such building, and Tenant shall have no liability for any Tax increase associated with any other building of the Project not being at least 95% occupied during the Term. Tax refunds, if any, shall be credited against Taxes for the year paid, including any interest which may be received thereon from the taxing authority, and Landlord shall refund to Tenant within 30 days after receipt of any such Tax refund, the amount to which Tenant is entitled plus its pro-rata share of any interest corresponding to such amount to the extent received from the Governmental Authority, provided Tenant paid Taxes for the year relating to such refund.

10. Parking . Subject to all matters of record, Force Majeure, a Taking (as defined in Section 19 below) and the exercise by Landlord of its rights hereunder, Tenant shall have the right, in common with other tenants of the Project pro rata in accordance with the rentable area of the Premises and the rentable areas of the Project occupied by such other tenants, to park in those areas designated for non-reserved parking, subject in each case to Landlord’s reasonable rules and regulations. Landlord may allocate parking spaces among Tenant and other tenants in the Project pro rata as described above if Landlord determines that such parking facilities are becoming crowded.

Tenant shall comply with the requirements of and participate in any traffic management plan affecting the Project, to the extent required by Legal Requirements.

11. Utilities, Services . Landlord shall provide, subject to the terms of this Section 11 , water, electricity, heat, light, power, telephone, sewer, and other utilities (including gas and fire sprinklers to the extent the Project is plumbed for such services), refuse and trash collection and janitorial services (consistent with similar R&D buildings in the South San Francisco area) for the office areas of the Premises and the Common Areas of the Building (collectively, “ Utilities ”). Landlord shall pay, as Operating Expenses (except to the extent expressly excluded from Operating Expenses in Section 5 ) or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance charges for Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental Authority or Utility provider, and any taxes, penalties, surcharges or similar charges

LOGO

650 Gateway/Elan - Page 12

thereon. Landlord may cause, at Tenant’s expense, any Utilities to be separately metered or charged directly to Tenant by the provider. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the Premises during the Term. Tenant shall pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s willful misconduct, shall result in eviction or constructive eviction of Tenant or termination of this Lease (or, except as provided in the immediately following paragraph, the abatement of Rent). Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use. Tenant, at its sole cost and expense, shall be responsible for obtaining janitorial services for the laboratory areas of the Premises. During the Term, Tenant shall have exclusive control over the thermostats serving the Premises that are located within the Premises; provided, however, that Tenant shall exert its control over such thermostats reasonably during the Term. Landlord shall not charge Tenant any mark-up or premium over the actual costs incurred by Landlord in connection with the Building’s heating, ventilation and air-conditioning systems (“ HVAC ”) systems.

Notwithstanding the foregoing, if any Essential Services are interrupted as a result of the gross negligence or willful misconduct of Landlord or the Landlord Parties and Tenant is unable to and does not conduct Tenant’s business operations in the Premises as a result thereof for a period of more than 3 consecutive business days after written notice from Tenant to Landlord of such interruption (“ Interruption Notice ”), Base Rent for the Premises shall be abated commencing on the expiration of such notice period and continuing during the period of such interruption provided that Tenant is unable to and does not conduct Tenant’s business operations in the Premises. Any subsequent interruption of Essential Services directly relating to the initial Interruption Notice shall be a cause for further abatement without an additional waiting period. As used herein, the term “ Essential Services ” shall mean the following services: access to the Premises, HVAC serving the laboratory portions of the Premises ceases to provide service, water (other than deionized water), electricity, and sewer, but in each case only to the extent that Landlord has an obligation to provide same to Tenant under this Lease.

Landlord’s sole obligation for either providing emergency generators or providing emergency back-up power to Tenant shall be: (i) to provide an emergency generator with not less than the capacity of the existing emergency generator at the Project which serves the 600 Building and the 650 Building as of the date hereof (the “ Emergency Generator ”) and Tenant shall be entitled to Tenant’s Share of the capacity thereof available for use by all tenants of the Project in accordance with the rentable area of the Premises and the rentable areas of the Project occupied by such other tenants, and (ii) to contract with a third party to maintain the Emergency Generator as per the manufacturer’s standard maintenance guidelines. As of the Lease Date, the existing Emergency Generator serving the 600 Building and the 650 Building has a 350 kVA capacity. Landlord shall have no obligation to provide Tenant with an operational Emergency Generator or back-up power or to supervise, oversee or confirm that the third party maintaining the Emergency Generator is maintaining the Emergency Generator as per the manufacturer’s standard guidelines or otherwise. During any period of replacement, repair or maintenance of the Emergency Generator when the Emergency Generator is not operational, including any delays thereto due to the inability to obtain parts or replacement equipment, Landlord shall have no obligation to provide Tenant with an alternative back-up generator or generators or alternative sources of back-up power. Subject to Tenant’s compliance with the provisions of Section 12 in connection therewith, Landlord hereby approves of the installation by Tenant, at Tenant’s sole cost and expense, of a separate emergency generator or supplemental back-up power supply serving the Premises.

If Landlord seeks to retrofit the Premises or the Project to conform with the U.S. Green Building Council’s Leadership in Energy and Environmental Design (LEED) rating system, or any similar standard, other than in the ordinary course of maintenance or repairs (including, without limitation, capital repairs and replacements) to the Premises or the Project, Landlord shall bear the cost thereof and shall consult with and cooperate with Tenant in pursuing such conformance in a manner that will not unreasonably interrupt or adversely affect Tenant’s Permitted Use and which will not materially increase Tenant’s cost of occupancy of the Premises. Notwithstanding anything to the contrary contained in this paragraph, Landlord shall not be precluded from undertaking any retrofits, repairs or replacements (including, without

LOGO

650 Gateway/Elan - Page 13

limitation, capital repairs and replacements) to the Premises or the Project as part of Operating Expenses in the ordinary course of maintenance or repairs (including, without limitation, capital repairs and replacements) to the Premises or the Project, which retrofits, repairs or replacements include LEED components or satisfy LEED rating systems or any similar standard in connection with the performance by Landlord of its obligations under this Lease.

12. Alterations and Tenant’s Property . Except for the Tenant Improvements (which shall be governed by the terms of the Work Letter), any alterations, additions, or improvements made to the Premises by or on behalf of Tenant, excluding installation, removal or realignment of furniture systems (other than removal of furniture systems owned or paid for by Landlord) not involving any modifications to the structure or connections (other then by ordinary plugs or jacks) to Building Systems (as defined in Section 13 ) (“ Alterations ”) shall be subject to Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion if any such Alteration affects the structure or Building Systems and shall not be otherwise unreasonably withheld. Tenant may construct nonstructural Alterations in the Premises without Landlord’s prior approval if the aggregate cost of all such work in any 12 month period does not exceed $50,000 (a “ Notice-Only Alteration ”), provided Tenant notifies Landlord in writing of such intended Notice-Only Alteration, and such notice shall be accompanied by plans, specifications, work contracts and such other information concerning the nature and cost of the Notice-Only Alteration as may be reasonably requested by Landlord, which notice and accompanying materials shall be delivered to Landlord not less than 15 business days in advance of any proposed construction. If Landlord approves any Alterations, Landlord may impose such conditions on Tenant in connection with the commencement, performance and completion of such Alterations as Landlord may deem appropriate in Landlord’s sole and absolute discretion. Any request for approval shall be in writing, delivered not less than 15 business days in advance of any proposed construction, and accompanied by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may be reasonably requested by Landlord, including the identities and mailing addresses of all persons performing work or supplying materials. Landlord shall endeavor to be responsive to Tenant’s requests for approval delivered pursuant to this Section 12 . Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to ensure that such plans and specifications or construction comply with applicable Legal Requirements. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Legal Requirements and shall implement at its sole cost and expense any alteration or modification required by Legal Requirements as a result of any Alterations. Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 2% of all charges incurred by Tenant or its contractors or agents in connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its contractors, delays caused by such work, or inadequate cleanup.

Tenant shall assure payment for the completion of all Alterations work free and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates of insurance for workers’ compensation and other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for any such Alteration (if the Alteration was of the type for which “as built” plans would typically be prepared).

Except for Removable Installations (as hereinafter defined), all Installations (as hereinafter defined) shall be and shall remain the property of Landlord during the Term and following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the Term, and shall remain upon and be surrendered with the Premises as a part thereof. Notwithstanding the foregoing, Landlord may, at the time its approval of any such Installation is requested, or at the time it receives

LOGO

650 Gateway/Elan - Page 14

notice of a Notice Only Alteration, notify Tenant that Landlord requires that Tenant remove such Installation upon the expiration or earlier termination of the Term, in which event Tenant shall remove such Installation in accordance with the immediately succeeding sentence. Upon the expiration or earlier termination of the Term, Tenant shall remove (i) all wires, cables or similar equipment which Tenant has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations for which Landlord has given Tenant notice of removal in accordance with the immediately preceding sentence, and (iii) all of Tenant’s Property (as hereinafter defined), and Tenant shall restore and repair any damage caused by or occasioned as a result of such removal, including, without limitation, capping off all such connections behind the walls of the Premises and repairing any holes. During any restoration period beyond the expiration or earlier termination of the Term, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant.

For purposes of this Lease, (x) “ Removable Installations ” means any items listed on Exhibit F attached hereto and any items agreed by Landlord in writing to be included on Exhibit F in the future, (y) “ Tenant’s Property ” means Removable Installations and, other than Installations, any personal property or equipment of Tenant that may be removed without material damage to the Premises, and (z) “ Installations ” means all property of any kind paid for by Landlord, all Alterations, all fixtures, and all partitions, hardware, built-in machinery, built-in casework and cabinets and other similar additions, equipment, property and improvements built into the Premises so as to become an integral part of the Premises, including, without limitation, fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems, glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch.

13. Landlord’s Repairs . Landlord, as an Operating Expense (except to the extent expressly excluded from Operating Expenses in Section 5 ), shall maintain all of the structural, exterior, parking and other Common Areas of the Project, including HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other portions of the Project (“ Building Systems ”), in good repair, reasonable wear and tear and uninsured losses and damages (unless such losses or damages would have been insured losses or expenses if the insurance Landlord is required to maintain hereunder had been obtained and so long as it would make reasonable business sense to Landlord, bearing in mind the potential amount of the losses and damages and the amount of the applicable deductibles, to submit a claim for such losses and damages to its insurer) caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively, “ Tenant Parties ”) excluded. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance Landlord is required to maintain hereunder (or to the extent such losses or damages would have been covered by insurance Landlord is required to maintain hereunder if such insurance had been maintained and so long as it would make reasonable business sense to Landlord, bearing in mind the potential amount of the losses and damages and the amount of the applicable deductibles, to submit a claim for such losses and damages to its insurer), at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided , however , that Landlord shall, except in case of emergency, make a commercially reasonable effort to give Tenant 24 hours advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements and Landlord shall endeavor to minimize interference with Tenant’s business operations at the Premises. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Repairs required as the result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be controlled by Section 18 .

LOGO

650 Gateway/Elan - Page 15

14. Tenant’s Repairs . Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises, including, without limitation, entries, doors, ceilings, interior windows, interior walls, and the interior side of demising walls. Such repair and replacement shall be subject to Landlord’s obligations set forth in Section 13 above and may include capital expenditures and repairs whose benefit may extend beyond the Term. Should Tenant fail to make any such repair or replacement or fail to maintain the Premises, Landlord shall give Tenant notice of such failure. If Tenant fails to commence cure of such failure within 10 days of Landlord’s notice, and thereafter diligently prosecute such cure to completion, Landlord may perform such work and shall be reimbursed by Tenant within 10 days after demand therefor; provided, however, that if such failure by Tenant creates or could create an emergency, Landlord may immediately commence cure of such failure and shall thereafter be entitled to recover the costs of such cure from Tenant. Subject to Sections 17 and 18 , Tenant shall bear the full uninsured cost of any repair or replacement to any part of the Project that results from damage caused by Tenant or any Tenant Party and any repair that benefits only the Premises.

15. Mechanic’s Liens . Tenant shall discharge, by bond or otherwise, any mechanic’s lien filed against the Premises or against the Project for work claimed to have been done for, or materials claimed to have been furnished to, Tenant within 10 business days after the filing thereof, at Tenant’s sole cost and shall otherwise keep the Premises and the Project free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Should Tenant fail to discharge any lien described herein, Landlord shall have the right, but not the obligation, to pay such claim or post a bond or otherwise provide security to eliminate the lien as a claim against title to the Project and the cost thereof shall be immediately due from Tenant as Additional Rent. If Tenant shall lease or finance the acquisition of office equipment, furnishings, or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code Financing Statement filed as a matter of public record by any lessor or creditor of Tenant will upon its face or by exhibit thereto indicate that such Financing Statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Project be furnished on the statement without qualifying language as to applicability of the lien only to removable personal property, located in an identified suite held by Tenant.

16. Indemnification . Tenant hereby indemnifies and agrees to defend, save and hold Landlord harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or about the Premises, arising directly or indirectly out of use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent (a) attributable to Landlord’s willful misconduct, its violation of applicable Legal Requirements with respect to the Building or the Project, or a material breach of Landlord’s obligations or representations under this Lease, or (b) for Claims solely attributable to the active negligence of Landlord. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party that is not a Landlord Party (as defined in Section 17 ).

17. Insurance . Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the full replacement cost of the Project or such lesser coverage amount as Landlord may elect provided such coverage amount is not less than 90% of such full replacement cost. Landlord shall further procure and maintain commercial general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property damage with respect to the Project. Landlord may, but is not obligated to, maintain such other insurance and additional coverages as it may deem reasonably necessary, including, but not limited to, flood, environmental hazard and earthquake, loss or failure of

LOGO

650 Gateway/Elan - Page 16

building equipment, errors and omissions, rental loss during the period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for employees employed to perform services and insurance for any improvements installed by Tenant or which are in addition to the standard improvements customarily furnished by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall be included as part of the Operating Expenses. The Project may be included in a blanket policy (in which case the cost of such insurance allocable to the Project will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems necessary as a result of Tenant’s use of the Premises.

Tenant, at its sole cost and expense, shall maintain during the Term: all risk property insurance, covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense (excluding the Tenant Improvements); workers’ compensation insurance with no less than the minimum limits required by law; employer’s liability insurance with such limits as required by law; and commercial general liability insurance, with a minimum limit of not less than $2,000,000 per occurrence for bodily injury and property damage with respect to the Premises, $3,000,000 in the aggregate; provided that all such insurance coverage in excess of $2,000,000 and Tenant’s all risk property insurance coverage on its property and improvements may be covered by an umbrella policy of insurance coverage. The commercial general liability insurance policy and the umbrella policy shall be endorsed to name Alexandria Real Estate Equities, Inc., and Landlord, its officers, directors, employees, managers, agents, invitees and contractors (each, a “ Landlord Party ” and collectively, “ Landlord Parties ”), as additional insureds; insure, at Tenant’s option, on an occurrence or a claims-made basis (provided; however, that such option to maintain the commercial general liability insurance policies on a claims-made basis shall apply only to Elan Pharmaceuticals, Inc., a Delaware corporation, while Elan Pharmaceuticals, Inc., a Delaware corporation, occupies the Premises as Tenant and shall not apply to any assignee of the Lease or sublessee of the Premises or any portion thereof); be issued by insurance companies which have a rating of not less than policyholder rating of A- and financial category rating of at least Class VIII in “Best’s Insurance Guide”; contain a hostile fire endorsement and a contractual liability endorsement; and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Tenant shall (i) provide Landlord with 30 days advance written notice of cancellation of such commercial general liability policy, and (ii) require Tenant’s insurer to endeavor to provide 30 days advance written notice of cancellation of such commercial general liability policy. Certificates of insurance showing the limits of coverage required hereunder and showing Landlord as an additional insured, shall be delivered to Landlord by Tenant upon commencement of the Term and upon each renewal or replacement of said insurance and, to the extent required by the Holder of any Mortgage encumbering the Property, Tenant shall provide to such Holder copies of such policies or endorsements to such policies reflecting Holder as an additional insured within 30 days following Tenant’s receipt of Holder’s written request therefor. Tenant’s insurance policy may be in the form of a “blanket policy” with an aggregate per location endorsement which specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy.

Notwithstanding anything to the contrary contained herein, If the commercial general liability insurance policies required to be maintained by Tenant under this Lease are at any time on a claims-made basis, Tenant shall insure Landlord and the Landlord Parties from and against any liability arising with respect to acts and occurrences intended to be covered by such commercial general liability insurance policies for a period of not less than 3 years following the termination of this Lease (the “ Tail Liability ”). If, at any time, Tenant fails to maintain insurance covering the Tail Liability, then for the full duration of the period that the Tail Liability is not fully covered by one or more policies of insurance written with a third party insurance company which company satisfies the requirements of this Section 17 , (i) Tenant shall be deemed to have irrevocably elected to self insure the Tail Liability and Tenant shall be solely responsible for paying any losses that should have been paid had Tenant maintained insurance covering the Tail Liability, and (ii) Landlord shall have the right to obtain insurance covering the Tail Liability and Tenant shall be required, immediately upon request from Landlord, to reimburse Landlord for the cost of such insurance. The provisions of this paragraph shall survive the expiration or earlier termination of this Lease.

LOGO

650 Gateway/Elan - Page 17

In each instance where insurance is to name Landlord as an additional insured, Tenant shall upon written request of Landlord also designate and furnish certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security interest in the Project or any portion thereof, (ii) the landlord under any lease wherein Landlord is tenant of the real property on which the Project is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather than that of a fee owner, and/or (iii) any management company retained by Landlord to manage the Project.

The property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, agents, invitees and contractors (“ Related Parties ”), in connection with any loss or damage thereby insured against. Neither party nor its respective Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required to be maintained hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises or the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the other’s insurer.

Landlord may require insurance policy limits to be raised to conform with requirements of Landlord’s lender and/or to bring coverage limits to levels then being generally required of new tenants within the Project; provided, however, that the increased amount of coverage is consistent with coverage amounts then being required by institutional owners of similar projects with comparable tenants occupying similar size premises in the geographical area in which the Project is located.

18. Restoration . If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “ Restoration Period ”). If the Restoration Period is estimated to exceed 10 months (the “ Maximum Restoration Period ”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, however , that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 10 business days of receipt of a notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30 ) in, on or about the Premises (collectively referred to herein as “ Hazardous Materials Clearances ”); provided, however , that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and restoration, or Tenant may by written notice to Landlord delivered within 10 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord and Tenant shall each be relieved of its obligations to make repairs or restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by Tenant prior to the earlier of (A) such election by Landlord or Tenant, or (B) the termination date of the Lease.

LOGO

650 Gateway/Elan - Page 18

Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34 ) events or to obtain Hazardous Material Clearances, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage; provided, however, that such notice is delivered within 10 business days after the date that Landlord provides Tenant with written notice of the estimated Restoration Period. Landlord shall also have the right to terminate this Lease if insurance proceeds are not available for such restoration. Rent shall be abated from the date all required Hazardous Material Clearances materially affecting Landlord’s ability to access the Project or the Premises for the purpose of repairing or restoring the Project and/or the Premises pursuant to this Section 18 are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during the period of repair that is suitable to Tenant, in Tenant’s reasonable discretion, for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section 18 , Tenant waives any right to terminate the Lease by reason of damage or casualty loss.

The provisions of this Lease, including this Section 18 , constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters.

19. Condemnation . If the whole or any material part of the Premises or the Project (which expressly includes the parking rights of Tenant in the parking areas serving the Project) is taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “ Taking ” or “ Taken ”), and the Taking would in Landlord’s reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant to and acting in accordance with the rules of the American Arbitration Association), then upon written notice by Landlord this Lease shall terminate and Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such partial Taking (including, but not limited to, providing reasonable replacement parking spaces and storage facilities if such Common Area improvements are affected) and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award, except as provided in the following sentence. Tenant shall have the right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures only, if a separate award for such items is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project.

20. Events of Default . Each of the following events shall be a default (“ Default ”) by Tenant under this Lease:

LOGO

650 Gateway/Elan - Page 19

(a) Payment Defaults . Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however, that Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 3 days of any such notice not more than once in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be deemed to be, any notice required by law.

(b) Insurance . Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed below the coverage required to be maintained by Tenant pursuant to this Lease, or Landlord shall receive a notice of nonrenewal of any such insurance and Tenant shall fail to obtain replacement insurance before the expiration of the current coverage; provided, however, that if the insurance required to be maintained by Tenant pursuant to this Lease is canceled or terminated solely as a result of reasons entirely outside of Tenant’s control of which Tenant had no reasonable advance notice, a Default will not be deemed to have occurred hereunder so long as such policy is renewed or replaced by Tenant within 3 business days of Tenant’s receipt of notice of such cancellation or termination.

(c) Abandonment . Tenant shall abandon the Premises. Tenant shall not be deemed to have abandoned the Premises if (i) Tenant provides Landlord with reasonable advance notice prior to vacating and, at the time of vacating the Premises, Tenant completes Tenant’s obligations with respect to the Surrender Plan in compliance with Section 28 , (ii) Tenant has made reasonable arrangements with Landlord for the security of the Premises for the balance of the Term, and (iii) Tenant continues during the balance of the Term to satisfy all of its obligations under the Lease as they come due.

(d) Improper Transfer . Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant’s interest in this Lease or the Premises except as expressly permitted herein, or Tenant’s interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within 90 days of the action.

(e) Liens . Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation of this Lease within 10 business days after any such lien is filed against the Premises.

(f) Insolvency Events . Tenant or any guarantor or surety of Tenant’s obligations hereunder shall: (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “ Proceeding for Relief ”); (C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity), except as a result of a merger, consolidation or corporate reorganization, or the purchase of all or substantially all of the assets or ownership interests of Tenant in connection with a Permitted Assignment (as defined in Section 22 ).

(g) Estoppel Certificate or Subordination Agreement . Tenant fails to execute any document required from Tenant under Sections 23 or 27 within 5 days after a second notice requesting such document.

(h) Other Defaults . Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Section 20 , and, except as otherwise expressly provided herein, such failure shall continue for a period of 30 days after written notice thereof from Landlord to Tenant.

Any notice given under Section 20(h) hereof shall: (i) specify the alleged default, (ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required

LOGO

650 Gateway/Elan - Page 20

under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s default pursuant to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than 30 days to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said 30 day period and thereafter diligently prosecutes the same to completion; provided , however , that such cure shall be completed no later than 90 days from the date of Landlord’s notice.

21. Landlord’s Remedies .

(a) Payment By Landlord; Interest . Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the annual rate equal to 12% per annum or the highest rate permitted by law (the “ Default Rate ”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing herein shall be construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s Default hereunder.

(b) Late Payment Rent . Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on Landlord under any Mortgage covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within 5 days after the date such payment is due, Tenant shall pay to Landlord an additional sum equal to 6% of the overdue Rent as a late charge. Notwithstanding the foregoing, before assessing a late charge the first time in any calendar year, Landlord shall provide Tenant written notice of the delinquency and will waive the right if Tenant pays such delinquency within 5 days thereafter. The parties agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In addition to the late charge, Rent not paid when due shall bear interest at the Default Rate from the 5th day after the date due until paid.

(c) Remedies . Upon the occurrence of a Default, Landlord, at its option, without further notice or demand to Tenant, shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive, without any notice or demand whatsoever.

(i) Terminate this Lease, or at Landlord’s option, Tenant’s right to possession only, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor;

(ii) Upon any termination of this Lease, whether pursuant to the foregoing Section 21(c)(i) or otherwise, Landlord may recover from Tenant the following:

(A) The worth at the time of award of any unpaid rent which has been earned at the time of such termination; plus

(B) The worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

(C) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus

LOGO

650 Gateway/Elan - Page 21

(D) Any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including, but not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant; and

(E) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable law.

The term “ rent ” as used in this Section 21 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others, including the Holder of a Mortgage (as defined in Section 27 ). As used in Sections 21(c)(ii) (A) and (B) , above, the “ worth at the time of award ” shall be computed by allowing interest at the Default Rate. As used in Section 21(c)(ii)(C) above, the “ worth at the time of award ” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%.

(iii) Landlord may continue this Lease in effect after Tenant’s Default and recover rent as it becomes due (Landlord and Tenant hereby agreeing that Tenant has the right to sublet or assign hereunder, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease following a Default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies hereunder, including the right to recover all Rent as it becomes due.

(iv) Whether or not Landlord elects to terminate this Lease following a Default by Tenant, Landlord shall have the right to terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions or arrangements. Upon Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no further right to or interest in the rent or other consideration receivable thereunder.

(v) Independent of the exercise of any other remedy of Landlord hereunder or under applicable law, Landlord may conduct an environmental test of the Premises as generally described in Section 30(d) hereof, at Tenant’s expense.

(d) Effect of Exercise . Exercise by Landlord of any remedies hereunder or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, it being understood that such surrender and/or termination can be effected only by the express written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having modified the same and shall not be deemed a waiver of Landlord’s right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of Rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent permitted by law, Tenant waives the service of notice of Landlord’s intention to re-enter, re-take or otherwise obtain possession of the Premises as provided in any statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. Any reletting of the

LOGO

650 Gateway/Elan - Page 22

Premises or any portion thereof shall be on such terms and conditions as Landlord in its sole discretion may determine. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the Premises or collect rent due in respect of such reletting or otherwise to mitigate any damages arising by reason of Tenant’s Default.

22. Assignment and Subletting .

(a) General Prohibition . Without Landlord’s prior written consent subject to and on the conditions described in this Section 22 , Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. Except as otherwise provided in Section 22(b) in connection with a Permitted Assignment, if Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 50.1% or more of the issued and outstanding shares or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers on any national exchange as long as Tenant is publicly traded or upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22 . Notwithstanding the foregoing, any (i) public offering of shares or other ownership interest in Tenant, or (ii) Tenant obtaining financing from institutional investors (including venture capital funding and corporate partners) which results in a change in control of Tenant shall not constitute an assignment under this Section 22 requiring Landlord consent.

(b) Permitted Transfers . If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days, but not more than 45 business days, before the date Tenant desires the assignment or sublease to be effective (the “ Assignment Date ”), Tenant shall give Landlord a notice (the “ Assignment Notice ”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 15 business days after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its reasonable discretion; or (iii) terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an “ Assignment Termination ”), in Landlord’s sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or subletting concerns more than (together with all other then effective subleases and assignment other than Permitted Assignments) 50% of the Premises and the remainder (or substantially all of the remainder) of the Term. Among other reasons, it shall be reasonable for Landlord to withhold its consent in any of these instances: (1) the proposed assignee or subtenant is a governmental agency; (2) in Landlord’s reasonable judgment, the use of the Premises by the proposed assignee or subtenant would entail any alterations that would lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; (3) the proposed assignee or subtenant is engaged in areas of scientific research or other business concerns that are reasonably considered by Landlord to be controversial; (4) in Landlord’s reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to support the financial obligations it will incur under the proposed assignment or sublease; (5) in Landlord’s reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is inconsistent with the desired tenant-mix or the quality of other tenancies in the Project or is inconsistent with the type and quality of the nature of the Building; (6) Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; (7) the use of the Premises by the proposed

LOGO

650 Gateway/Elan - Page 23

assignee or subtenant will violate any applicable Legal Requirement; (8) the proposed assignee or subtenant is an entity with whom Landlord is negotiating to lease space in the Project; or (9) the assignment or sublease is prohibited by Landlord’s lender. Landlord shall respond in a timely manner to any Assignment Notice received from Tenant pursuant to this paragraph. If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee of up to One Thousand Five Hundred Dollars ($1,500) of Landlord’s out-of-pocket expenses in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. For all purposes of this Lease, the term “Tenant” shall mean Tenant and any transferee pursuant to a Permitted Assignment assuming Tenant’s interest in the Lease. Landlord acknowledges and agrees that Landlord’s right under this Section 22(b) to receive notice in the case of a Permitted Assignment is not intended to create a consent right in favor of Landlord as to a transaction constituting a Permitted Assignment but rather the right to receive prior notice of a Permitted Assignment and Landlord shall treat all non-public information made available by Tenant to Landlord regarding the proposed Permitted Assignment as confidential. Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (a “ Control Permitted Assignment ”) shall not be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Tenant provided that (i) such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease, and (ii) the tangible net worth (as determined in accordance with generally accepted accounting principles (“ GAAP ”)) of the assignee or any entity guaranteeing (pursuant to an agreement in form and content acceptable to Landlord, in its reasonable discretion) the assignee’s obligations under this Lease is not less than $50,000,000 (as determined in accordance with GAAP), and (iii) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease arising after the effective date of the assignment (a “ Corporate Permitted Assignment ”). Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “ Permitted Assignments .”

(c) Additional Conditions . As a condition to any such assignment or subletting, whether or not Landlord’s consent is required, Landlord may require:

(i) that any assignee or subtenant agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in Default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for any reason; provided , however , in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and

(ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals;

LOGO

650 Gateway/Elan - Page 24

reports and correspondence; storage and management plans; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities and Tenant or any proposed assignee or subtenant may redact such proprietary information from such documents prior to providing them to Landlord.

(d) No Release of Tenant, Sharing of Excess Rents . Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of Tenant’s other obligations under this Lease. Except in the case of a Permitted Assignment, if the Rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto in any form) exceeds the sum of the rental payable under this Lease, (excluding however, any Rent payable under this Section) and actual and reasonable brokerage fees, legal costs and any design or construction fees directly related to and required pursuant to the terms of any such sublease)(“ Excess Rent ”), then Tenant shall be bound and obligated to pay Landlord as Additional Rent hereunder 50% of such Excess Rent within 10 days following receipt thereof by Tenant. If Tenant shall sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the occurrence of a Default, Tenant shall have the right to collect such rent.

(e) No Waiver . The consent by Landlord to an assignment or subletting shall not relieve Tenant or any assignees of this Lease or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or sublessee of Tenant from full and primary liability under the Lease. The acceptance of Rent hereunder, or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to any subletting, assignment or other transfer of the Premises.

(f) Prior Conduct of Proposed Transferee . Notwithstanding any other provision of this Section 22 , if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take any material remedial action within the 5 year period preceding the date of the proposed transfer in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee (other than those Hazardous Materials used by Tenant within the Premises pursuant to the terms of this Lease), Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

23. Estoppel Certificate . Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge and deliver a statement in writing in any form reasonably requested by a

LOGO

650 Gateway/Elan - Page 25

proposed lender or purchaser, (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii) acknowledging, to Tenant’s actual knowledge, that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (iii) setting forth such further information, to Tenant’s actual knowledge, with respect to the status of this Lease or the Premises as may be requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenant’s failure to deliver such statement within such time shall, at the option of Landlord, constitute a Default under Section 20(g) of this Lease (subject to the cure right set forth therein), and, in the event that such Default is not timely cured by Tenant, shall be conclusive upon Tenant that the Lease is in full force and effect and without modification except as may be represented by Landlord in any certificate prepared by Landlord and delivered to Tenant for execution.

24. Quiet Enjoyment . So long as Tenant is not in Default under this Lease, Tenant shall, subject to the terms of this Lease, at all times during the Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.

25. Prorations . All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year and 30 day months.

26. Rules and Regulations . Tenant shall, at all times during the Term and any extension thereof, comply with all reasonable rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The current rules and regulations are attached hereto as Exhibit E . If there is any conflict between said rules and regulations and other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall not have any liability or obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce such rules and regulations in a discriminatory manner.

27. Subordination . This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at all times to the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided , however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises and all other rights of Tenant hereunder (including, but not limited to, the right to receive the TI Allowance and Tenant’s Expansion Right) shall not be disturbed by the Holder of any such Mortgage. Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such Holder. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof and do not modify Tenant’s rights or obligations or Landlord’s obligations under this Lease. Tenant shall execute and deliver any such instrument within 10 business days following Landlord’s request. Notwithstanding the foregoing, any such Holder may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term “ Mortgage ” whenever used in this Lease shall be deemed to include ground leases, deeds of trust, security assignments and any other encumbrances, and any reference to the “ Holder ” of a Mortgage shall be deemed to include the ground lessor under a ground lease, the beneficiary under a deed of trust, and any other secured party under an encumbrance secured by a security interest in Landlord’s interest in the Project or Premises. As of the date of this Lease, there is no existing Mortgage encumbering the Project.

LOGO

650 Gateway/Elan - Page 26

28. Surrender . Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, subject to any Alterations or Installations permitted by Landlord to remain in the Premises, and Tenant shall remove all Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Premises by any person other than a Landlord Party (collectively, “ Tenant HazMat Operations ”) consistent with prudent commercial practices and such that no Hazardous Materials remain at the Premises in violation of Environmental Requirements and the continued presence of Hazardous Materials are not in excess of industry standards for the occupancy and re-use of the Premises for research and scientific purposes by a subsequent tenant of the Premises. Tenant shall also obtain the release of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Sections 18 and 19 excepted. At least 3 months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any Governmental Authority) to be taken by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant HazMat Operations and otherwise consistent with prudent commercial practices and such that no Hazardous Materials remain at the Premises in violation of Environmental Requirements and the continued presence of Hazardous Materials are not in excess of industry standards for the occupancy and re-use of the Premises for research and scientific purposes by a subsequent tenant of the Premises (the “ Surrender Plan ”), which shall be generally consistent with the surrender plan requirements set forth in Exhibit H attached hereto. Such Surrender Plan shall be accompanied by a current listing of (i) all Hazardous Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject to the review and reasonable approval of Landlord’s environmental consultant. In connection with the review and approval of the Surrender Plan, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant HazMat Operations as Landlord shall reasonably request. Landlord shall be permitted to require reasonable modifications to the Surrender Plan requirements in order to account for changes in Legal Requirements following the date of this Lease or resulting from the nature or quantity of the chemical, biological or radiological materials or substances utilized by Tenant during the Term. On or before such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease, free from any residual impact from Tenant HazMat Operations as required pursuant to this Section 28 . Tenant shall reimburse Landlord, as Additional Rent, for the actual out-of pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender Plan and to visit the Premises and verify satisfactory completion of the same, which cost shall not exceed $5,000. Landlord shall have the unrestricted right to deliver such Surrender Plan and any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties.

If Tenant shall fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any Hazardous Materials remaining at the Premises in violation of Environmental Requirements or not consistent with prudent commercial practices or such that the continued presence of Hazardous Materials are in excess of industry standards for the occupancy and re-use of the Premises for research and scientific purposes by a subsequent tenant of the Premises, Landlord shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Project are surrendered free from such residual impact from Tenant HazMat Operations, the cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first paragraph of this Section 28 .

Tenant shall immediately return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any portion of the Premises furnished to or otherwise procured by Tenant. If any such

LOGO

650 Gateway/Elan - Page 27

access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing such lost access card or key or the cost of reprogramming the access security system in which such access card was used or changing the lock or locks opened by such lost key. Any Tenant’s Property, Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition of such property. All obligations of Tenant hereunder not fully performed as of the termination of the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier termination of the Term, including, without limitation, indemnity obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Premises.

29. Waiver of Jury Trial . TO THE EXTENT PERMITTED BY LAW, TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.

30. Environmental Requirements .

(a) Prohibition/Compliance/Indemnity . Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant or any Tenant Party. If Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials in the Premises during the Term or any holding over results in contamination of the Premises, the Project or any adjacent property or if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises by anyone other than Landlord and Landlord’s employees, agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnifies and shall defend and hold Landlord and the Landlord Parties harmless from any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including, without limitation, punitive damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the Project), expenses (including, without limitation, attorneys’, consultants’ and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, “ Environmental Claims ”) which arise during or after the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration work required by any federal, state or local Governmental Authority because of Hazardous Materials present in the air, soil or ground water above, on, or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises, the Building, the Project or any adjacent property caused or permitted by Tenant or any Tenant Party results in any contamination of the Premises, the Building, the Project or any adjacent property, Tenant shall promptly take all actions at its sole expense and in accordance with applicable Environmental Requirements as are necessary to return the Premises, the Building, the Project or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such action shall first be obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises, the Building or the Project. Notwithstanding anything to the contrary contained in Section 28 or this Section 30 , Tenant shall not be responsible for, and the indemnification and hold harmless obligation set forth in this paragraph shall not apply to (i) contamination in the Premises which Tenant can prove to Landlord’s reasonable satisfaction existed in

LOGO

650 Gateway/Elan - Page 28

the Premises immediately prior to the Lease Date, or (ii) the presence of any Hazardous Materials in the Premises which Tenant can prove to Landlord’s reasonable satisfaction migrated from outside of the Premises into the Premises, unless in either case, the presence of such Hazardous Materials (x) is the result of a breach by Tenant of any of its obligations under this Lease, or (y) was caused, contributed to or exacerbated by Tenant or any Tenant Party.

(b) Business . Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is in compliance with all then applicable Environmental Requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“ Hazardous Materials List ”). Tenant shall deliver to Landlord an updated Hazardous Materials List once per calendar year and at any additional time that Tenant is required to deliver a Hazardous Materials List to any Governmental Authority (e.g., the fire department) in connection with its use or occupancy of the Premises. Tenant shall deliver to Landlord true and correct copies of the following documents (the “ HazMat Documents ”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at that time, concurrent with the receipt from or submission to a Governmental Authority: permits; approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation of any storage tanks to be installed in or under the Project (provided that, except for above-ground fuel tanks associated with any alternative back-up generator installed by Tenant pursuant to Section 11 of this Lease, said installation of tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with any portion(s) of the HazMat Documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors.

(c) Tenant Representation and Warranty . Tenant hereby represents and warrants to Landlord that (i) Tenant has not been required by any prior landlord, lender or Governmental Authority at any time within the past 5 years to take any material remedial action in connection with Hazardous Materials contaminating a property which contamination was permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority). If Landlord determines that this representation and warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion.

(d) Testing . Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s use. Such tests shall be conducted at Landlord’s sole cost and expense (and not included as an Operating Expense), unless such tests are conducted pursuant to Section 21 hereof or identify contamination for which Tenant is responsible under this Section 30 , in which case Tenant shall be required to pay the cost of such tests; provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures reasonably acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to be paid for by

LOGO

650 Gateway/Elan - Page 29

Tenant. Landlord and Tenant shall cooperate with one another to schedule such testing at mutually acceptable times. Tenant shall have the right to have a representative present during such testing. In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the reasonable request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this Section 30 , Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality agreement. Tenant shall, at its sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by such testing for which Tenant is responsible under this Section 30 in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with any environmental assessment in no way waives any rights which Landlord may have against Tenant.

(e) Control Areas . Tenant shall be allowed to utilize up to its pro rata share of the Hazardous Materials inventory within any control area or zone (located within the Premises), as designated by the applicable building code, for chemical use or storage. As used in the preceding sentence, Tenant’s pro rata share of any control areas or zones located within the Premises shall be determined based on the rentable square footage that Tenant leases within the applicable control area or zone. For purposes of example only, if a control area or zone contains 10,000 rentable square feet and 2,000 rentable square feet of a tenant’s premises are located within such control area or zone (while such premises as a whole contains 5,000 rentable square feet), the applicable tenant’s pro rata share of such control area would be 20%.

(f) Underground Tanks . If underground or other storage tanks storing Hazardous Materials located on the Premises or the Project are used by Tenant or are hereafter placed on the Premises or the Project by Tenant, Tenant shall install, use, monitor, operate, maintain, upgrade and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other actions necessary or required under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation, use, maintenance, management, operation, upgrading and closure of such storage tanks.

(g) Tenant’s Obligations . Tenant’s obligations under this Section 30 shall survive the expiration or earlier termination of the Lease. During any period of time after the expiration or earlier termination of this Lease required by Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials for which Tenant is liable under this Section 30 (including, without limitation, the release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved Surrender Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises that cannot be relet by Landlord due to Tenant’s failure to remediate a Hazardous Materials condition for which Tenant is liable under this Section 30 , which Rent shall be prorated daily.

(h) Definitions . As used herein, the term “ Environmental Requirements ” means all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the Project, or the environment, including without limitation, the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any regulations or policies promulgated or issued thereunder. As used herein, the term “Hazardous Materials ” means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals and/or

LOGO

650 Gateway/Elan - Page 30

the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the “ operator ” of Tenant’s “ facility ” and the “ owner ” of all Hazardous Materials brought on the Premises by Tenant or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom.

31. Tenant’s Remedies/Limitation of Liability . Landlord shall not be in default hereunder unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 30 days, then after such period of time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises and to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by power of sale or a judicial action if such should prove necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder.

Notwithstanding the foregoing, if any claimed Landlord default hereunder will immediately, materially and adversely affect Tenant’s ability to conduct its business in the Premises (a “ Material Landlord Default ”), Tenant shall, as soon as reasonably possible, but in any event within 2 business days of obtaining knowledge of such claimed Material Landlord Default, give Landlord written notice of such claim which notice shall specifically state that a Material Landlord Default exists and telephonic notice to Tenant’s principal contact with Landlord. Landlord shall then have 2 business days to commence cure of such claimed Material Landlord Default and shall diligently prosecute such cure to completion. If Landlord fails to commence cure of any claimed Material Landlord Default as provided above, Tenant may commence and prosecute such cure to completion provided that it does not affect any Building Systems affecting other tenants, the Building structure or Common Areas, and shall be entitled to recover the costs of such cure (but not any consequential or other damages) from Landlord by way of reimbursement from Landlord with no right to offset against Rent, to the extent of Landlord’s obligation to cure such claimed Material Landlord Default hereunder, subject to the limitations set forth in the immediately following sentence of this paragraph and the other provisions of this Lease. If such claimed Material Landlord Default is not a default by Landlord hereunder, or if Tenant failed to give Landlord the notice required hereunder prior to commencing Tenant’s cure of any alleged Material Landlord Default, Landlord shall be entitled to recover from Tenant, as Additional Rent, any costs incurred by Landlord in connection with such cure in excess of the costs, if any, that Landlord would otherwise have been liable to pay hereunder.

All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “ Landlord ” in this Lease shall mean only the owner for the time being of the Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each new owner for the duration of such owner’s ownership. Notwithstanding the foregoing, to the extent that the Landlord originally named in this Lease (“ Original Landlord ”) assigns or otherwise transfers its interest in the Project prior to the distribution of the entire TI Allowance timely requested by Tenant pursuant to the Work Letter, then Alexandria Real Estate Equities, Inc. and Original Landlord shall remain personally, jointly and severally responsible for the distribution of any remaining TI Allowance to which Tenant is entitled pursuant to the Work Letter following such assignment of transfer.

32. Inspection and Access . Landlord and its agents, representatives, and contractors may enter the Premises at any reasonable time during normal business hours (except in the case of an emergency) to inspect the Premises and to make such repairs as may be required or permitted pursuant

LOGO

650 Gateway/Elan - Page 31

to this Lease and for any other business purpose. Landlord and Landlord’s representatives may enter the Premises during business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Landlord may erect a suitable sign on the Premises stating that the Project is available for sale or, during the last year of the Term, that the Premises are available to let. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions. Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not materially and adversely affect Landlord’s access rights hereunder. Landlord shall use reasonable efforts to comply with Tenant’s reasonable security, confidentiality and safety requirements with respect to entering restricted portions of the Premises; provided, however, that Tenant has notified Landlord of such security, confidentiality and safety requirements simultaneously with or prior to Landlord’s entry into the Premises. Notwithstanding anything to the contrary contained in this Lease, if Tenant installs any additional or replacement locks or bolts on any doors or windows in the Premises, Tenant shall concurrently therewith deliver to Landlord copies of any keys, key cards or codes required to open or unlock such additional or replacement locks or bolts.

33. Security . Tenant acknowledges and agrees that security devices and services, if any, while intended to deter crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts.

34. Force Majeure . Except for the payment of Rent, neither Landlord nor Tenant shall be held responsible or liable for delays in the performance of its obligations hereunder when caused by, related to, or arising out of acts of God, sinkholes or subsidence, strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local disasters, calamities, or catastrophes, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond their reasonable control (“ Force Majeure ”).

35. Brokers . Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with this transaction and that no Broker brought about this transaction, other than NAI BT Commercial. Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker, other than the broker, if any named in this Section 35 , claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.

36. Limitation on Landlord’s Liability . NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO: TENANT’S PERSONAL PROPERTY OF

LOGO

650 Gateway/Elan - Page 32

EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) EXCEPT AS PROVIDED IN SECTION 31 OF THIS LEASE WITH RESPECT TO THE TI ALLOWANCE ONLY, IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM.

37. Severability . If any clause or provision of this Lease is illegal, invalid or unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable clause or provision as shall be legal, valid and enforceable.

38. Signs; Exterior Appearance . Tenant shall not, without the prior written consent of Landlord, which may be granted or withheld in Landlord’s sole discretion: (i) attach any awnings, exterior lights, decorations, balloons, flags, pennants, banners, painting or other projection to any outside wall of the Project, (ii) use any curtains, blinds, shades or screens visible from the exterior of the Building other than Landlord’s standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles, parcels, or other articles on the window sills, (v) place any equipment, furniture or other items of personal property on any exterior balcony, or (vi) except as otherwise provided in this Section 38 , paint, affix or exhibit on any part of the Premises or the Project any signs, notices, window or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises. Interior signs on doors and the directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at the sole cost and expense of Tenant, and shall be of a size, color and type acceptable to Landlord. Nothing may be placed on the exterior of corridor walls or corridor doors other than Landlord’s standard lettering. The directory tablet shall be provided exclusively for the display of the name and location of tenants.

Tenant shall have the non-exclusive right to display, at Tenant’s sole cost and expense, (a) directory signage in the main Building lobby and suite identification signage at the entrance to the Premises, and (b) a Building fascia sign bearing Tenant’s name on the parapet of the Building facing Gateway Boulevard, in an exact location to be approved by Landlord (which approval shall not be unreasonably withheld) and by any applicable Governmental Authorities and quasi-Governmental Authorities. Tenant acknowledges and agrees that Tenant’s signage including, without limitation, the size, color and type, shall be subject to Landlord’s prior written approval, which shall not be unreasonably withheld, and shall be consistent with Landlord’s existing signage program in effect at the Project at the time of installation of the signs and applicable Legal Requirements. Tenant shall be responsible, at Tenant’s sole cost and expense, for the maintenance of Tenant’s signage, for the removal of Tenant’s signage at the expiration or earlier termination of this Lease and for the repair all damage resulting from such removal.

LOGO

650 Gateway/Elan - Page 33

39. Right to Expand .

(a) Expansion Right . Subject to the provisions of this Section 39 , each time after the date of this Lease through March 1, 2012 (“ Expansion Right Expiration Date ”), that Landlord intends to accept a written proposal (a “ Pending Deal ”) to lease the Expansion Space, Landlord shall deliver to Tenant written notice of the existence of such Pending Deal (a “ Pending Deal Notice ”). For purposes of this Section 39(a) , “ Expansion Space ” shall mean any space in the Building which is not occupied by a tenant or which is occupied by a then-existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Expansion Space subject to the Pending Deal. Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “ Space Acceptance Notice ”) if Tenant elects to lease the Expansion Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Expansion Space pursuant to this Section 39(a) is hereinafter referred to as the “ Expansion Right .” If Tenant elects to lease the Expansion Space by delivering a Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the term of the lease with respect to the Expansion Space shall commence upon the substantial completion by Landlord of the tenant improvements within the Expansion Space (“ Expansion Space Tenant Improvements ”); (ii) Tenant shall continue to pay Base Rent for the original Premises as provided for in this Lease and, in addition thereto, beginning on the date of Substantial Completion of the Expansion Space Tenant Improvements, Tenant shall pay Base Rent for the Expansion Space at the then current monthly Base Rent per rentable square foot payable for the original Premises (as the same is adjusted from time to time pursuant to Section 4 of this Lease); (iii) Tenant’s Share of the Building and Tenant’s Share of the Project with respect to the Expansion Space shall be proportionately adjusted; (iv) the Expansion Space Tenant Improvements shall be constructed in accordance with a work letter between the parties (“ Expansion Space Work Letter ”) entered into as part of the lease amendment or lease agreement required under Section 39(b) ; (v) Landlord shall, subject to the terms of the Expansion Space Work Letter, provide a tenant improvement allowance (“ Expansion Space TI Allowance ”) for the construction of the Expansion Space Tenant Improvements in an amount not to exceed $20.00 per rentable square foot of the Expansion Space; and (vi) Tenant shall commence paying Base Rent and Tenant’s Share of Operating Expenses with respect to the Expansion Space upon the earlier of delivery of the Expansion Space to Tenant with the Expansion Space Tenant Improvements substantially completed or the date Landlord could have delivered the Expansion Premises but for delays caused by Tenant. Tenant’s failure to deliver a Space Acceptance Notice to Landlord within the required 10 business day period shall be deemed to be an election by Tenant not to exercise Tenant’s Expansion Right with respect to the Expansion Space, in which case Tenant shall be deemed to have waived its right to lease the Expansion Space and Landlord shall have the right to lease the Expansion Space to the third party subject to the Pending Deal (or an affiliate of such third party)(“ Pending Deal Party ”) on any terms and conditions acceptable to Landlord. Notwithstanding the foregoing, Tenant’s Expansion Right shall be restored if Landlord fails to enter into an agreement to lease the Expansion Space to the Pending Deal Party within 6 months after Landlord’s delivery of the Pending Deal Notice to Tenant; provided, however, that is no event shall the Expansion Right continue after the Expansion Right Expiration Date.

(b) Amended Lease . Following Tenant’s timely delivery to Landlord of a Space Acceptance Notice, if, after the expiration of a period of 10 business days from Landlord’s delivery to Tenant of a lease amendment or lease agreement which is generally consistent with the terms set forth in Section 39(a) (which lease amendment or lease agreement shall include an Expansion Space Work Letter), Tenant fails to execute such a lease amendment or lease agreement for the Expansion Space, Tenant shall be deemed to have forever waived its right to lease the Expansion Space.

(c) Exceptions . Notwithstanding anything set forth above to the contrary, at Landlord’s option, the Expansion Right shall not be in effect and Tenant may not exercise the Expansion Right:

LOGO

650 Gateway/Elan - Page 34

(i) during any period of time that Tenant is in Default under any provision of the Lease; or

(ii) if Tenant has been in Default under any provision of the Lease 3 or more times, whether or not the Defaults are cured, during the 12 month period prior to the date on which Tenant seeks to exercise the Expansion Right.

(d) Termination . The Expansion Right shall, at Landlord’s option, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Expansion Right, if, after such exercise, but prior to the commencement date of the lease of such Expansion Space, (i) Tenant fails to timely cure any default by Tenant under the Lease (after applicable notice and cure periods); or (ii) Tenant has Defaulted 3 or more times during the period from the date of the exercise of the Expansion Right to the date of the commencement of the lease of the Expansion Space, whether or not such Defaults are cured.

(e) Subordinate . Tenant acknowledges and agrees that Tenant’s rights in connection with the Expansion Right are and shall be subject to and subordinate to any expansion or extension rights granted in the Building to NGM Biopharmaceuticals, Inc. (“ NGM ”) pursuant to that certain lease agreement, as may be amended, between Landlord and NGM pursuant to which NGM leases space within the Project.

(f) Rights Personal . Expansion Rights are personal to Tenant and are not assignable without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this Lease.

(g) No Extensions . The period of time within which any Expansion Rights may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Expansion Rights.

40. Early Termination Right . Tenant shall have the one time right to terminate this Lease (“ Termination Right ”) as of the expiration of the 60 ^th month of the Term (“ Termination Date ”); provided, however, that Tenant delivers to Landlord a written notice (“ Termination Notice ”), of its intent to exercise its Termination Right no later than the last calendar day of the 52 ^nd month of the Base Term. If Tenant timely and properly exercises the Termination Right, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Termination Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease (excluding, in any event, the obligation to pay any Rent which would have otherwise accrued under the Lease following the Termination Date if Tenant had not exercised its Termination Right). If Tenant does not deliver to Landlord the Termination Notice within the time period provided for in this paragraph, Tenant shall be deemed to have waived its Termination Right. Notwithstanding anything to the contrary contained herein, in the event that Tenant exercises its Expansion Right under Section 39 resulting in the actual expansion of the Premises, Tenant’s Termination Right under this Section 40 shall immediately expire and be of no further force or effect.

41. Roof Equipment . Subject to the provisions of this Lease, Tenant may, at its sole cost, install, maintain, and from time to time replace antenna, satellite dish and/or other communication equipment, supplemental air conditioning units, air handlers, de-ionized water stills and related equipment, solar panels and other mechanical and electrical equipment the roof of the Building (collectively, “ Roof Equipment ”), at no additional rental expense to Tenant (other than reimbursing Landlord for any costs incurred by Landlord in connection with the exercise by Tenant of any rights granted to Tenant under this Section 41 ); provided, however, that (i) Tenant shall obtain Landlord’s prior written approval, which approval shall be in Landlord’s commercially reasonable discretion, of the proposed size, weight and location of the Roof Equipment and method for fastening the same to the roof, (ii) Tenant shall, at its sole cost, comply with reasonable requirements imposed by Landlord and all Legal

LOGO

650 Gateway/Elan - Page 35

Requirements and the conditions of any bond or warranty maintained by Landlord on the roof, (iii) Tenant shall be responsible for paying for any structural upgrades that may be required by Landlord in connection with the Roof Equipment, and (iv) Tenant shall remove, at its expense, at the expiration or earlier termination of this Lease, any Roof Equipment which Landlord requires to be removed. Landlord shall have the right to supervise any roof penetration. Tenant shall repair any damage to the Building caused by Tenant’s installation, maintenance, replacement, use or removal of the Roof Equipment. The Roof Equipment shall remain the property of Tenant. Tenant shall remove the Roof Equipment at its cost upon expiration or termination of the Lease or sooner, at the request of Landlord, if any of the same unreasonably interferes, as determined by Landlord, with the operation of any other tenant’s use of the Project. Landlord shall give Tenant written notice and 30 days to cure such interference before requiring Tenant to remove any Roof Equipment; provided, however, that if such interference causes Landlord to be in default under any other lease, Landlord may shorten the cure period as necessary to avoid being in default under such other lease. Tenant shall install, use, maintain and repair the Roof Equipment, and use the access areas, so as not to damage or interfere with the operation of the Building or with the occupancy or activities of any other tenant of the Building. Tenant shall protect, defend, indemnify and hold harmless Landlord from and against claims, damages, liabilities, costs and expenses of every kind and nature, including attorneys’ fees, incurred by or asserted against Landlord arising out of Tenant’s installation, maintenance, replacement, use or removal of the Roof Equipment. Tenant’s right to use the roof as contemplated in this Section 41 is not exclusive and Tenant may not install any Roof Equipment on the roof which is not directly and solely related to Tenant’s operations at the Premises. Tenant shall not have any right to place Roof Equipment on more than Tenant’s pro rata share of the roof.

42. Miscellaneous .

(a) Notices . All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or refusal to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered by reputable overnight guaranty courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant may from time to time by written notice to the other designate another address for receipt of future notices.

(b) Joint and Several Liability . If and when included within the term “ Tenant ,” as used in this instrument, there is more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant.

(c) Financial Information . Tenant shall furnish Landlord with true and complete copies of (i) Tenant’s most recent unaudited annual financial statements within 120 days of the end of each of Tenant’s fiscal years during the Term; provided, however, that if Tenant prepares audited annual financial statements during the Term, Tenant shall provide Landlord with such audited annual financial statements promptly after such audited financial statements become available, (ii) Tenant’s most recent unaudited quarterly financial statements within 45 days of the end of each of Tenant’s first three fiscal quarters of each of Tenant’s fiscal years during the Term, and (iii) any other financial information or summaries that Tenant typically provides to its lenders or shareholders. Landlord shall treat Tenant’s financial information as confidential information belonging to Tenant and will not disclose any such materials to any third parties other than on a need-to-know basis to Landlord’s affiliates, legal, financial or tax advisors, consultants, lenders and potential purchasers, as required by Legal Requirements or otherwise as necessary in the ordinary course of Landlord’s business.

(d) Recordation . Neither this Lease nor a memorandum of lease shall be filed by or on behalf of Tenant in any public record. Landlord may prepare and file, and upon request by Landlord Tenant will execute, a memorandum of lease. Notwithstanding the foregoing, upon Tenant’s request and at Tenant’s sole cost and expense, Landlord shall prepare and file after execution by Landlord and Tenant a memorandum of lease which memorandum shall contain only the following information and any other additional information that may be required by applicable law: (i) the names of the parties to this Lease, (ii) description of the Premises and the Project, (iii) the Term, and (iv) Tenant’s Expansion Right. If Tenant fails, after request from Landlord, to record a termination of the memorandum on the expiration or earlier termination of this Lease, Tenant shall be obligated to continue to pay Base Rent until such time as Tenant has recorded the termination.

LOGO

650 Gateway/Elan - Page 36

(e) Interpretation . The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. The captions inserted in this Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the interpretation of this Lease.

(f) Not Binding Until Executed . The submission by Landlord to Tenant of this Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties.

(g) Limitations on Interest . It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

(h) Choice of Law . Construction and interpretation of this Lease shall be governed by the internal laws of the state in which the Premises are located, excluding any principles of conflicts of laws.

(i) Time . Time is of the essence as to the performance of Tenant’s and Landlord’s obligations under this Lease.

(j) OFAC . Tenant is currently (a) in compliance with and shall at all times during the Term of this Lease remain in compliance with the regulations of the Office of Foreign Assets Control (“ OFAC ”) of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “ OFAC Rules ”), (b) not listed on, and shall not during the term of this Lease be listed on, the Specially Designated Nationals and Blocked Persons List maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.

(k) Incorporation by Reference . All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof. If there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control.

(l) Entire Agreement . This Lease, including the exhibits attached hereto, along with Landlord’s consent to the Coulter Sublease executed concurrently herewith, constitutes the entire agreement between Landlord and Tenant pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, letters of intent, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements, express or implied, made to either party by the other party in connection with the subject matter hereof except as specifically set forth herein.

(m) No Accord and Satisfaction . No payment by Tenant or receipt by Landlord of a lesser amount than the monthly installment of Base Rent or any Additional Rent will be other than on account of

LOGO

650 Gateway/Elan - Page 37

the earliest stipulated Base Rent and Additional Rent, nor will any endorsement or statement on any check or letter accompanying a check for payment of any Base Rent or Additional Rent be an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue any other remedy provided in this Lease.

(n) Hazardous Activities . Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors, reserves the right to refuse to perform any repairs or services in any portion of the Premises which, pursuant to Tenant’s routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment other than safety glasses and such other clothing and equipment (such as gloves) as are reasonable requirements relating to the Permitted Use. In any such case, Tenant shall contract with parties who are acceptable to Landlord, in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s Share of Operating Expenses in respect of such repairs or services to reflect that Landlord is not providing such repairs or services to Tenant.

(o) Landlord Lien Waiver . If Tenant shall lease or finance the acquisition of any specifically enumerated equipment/personal property not paid for in whole or in part by Landlord which Tenant is permitted under this Lease to remove at the expiration or earlier termination of this Lease, Landlord shall, upon written request from Tenant, and at the Tenant’s sole cost and expense, enter into an agreement, utilizing Landlord’s standard form of lien waiver or another form acceptable to Landlord in its reasonable discretion, with Tenant and Tenant’s lender or equipment lessor which agreement shall, among other things, govern the parties’ rights with respect to such specifically enumerated equipment/personal property.

(p) Project Specific Requirements . Tenant acknowledges that the use and operation of the Project are governed by, among other things, Master CC&Rs, Use CC&Rs and Environmental CC&Rs, and Tenant acknowledges having reviewed copies of the same. Tenant agrees to comply with all of the terms of the Master CC&Rs, the Use CC&Rs and Environmental CC&Rs which are applicable to tenants of the Project. As used herein, (i) “ Master CC&Rs ” mean that certain Declaration made by Homart Development Co, a Delaware corporation (“ Homart ”), dated December 29, 1981, and recorded December 31, 1981, as Instrument No. 22392AT in the Official Records of San Mateo County, California (“ Official Records ”), (ii) “ Use CC&Rs ” mean that certain Second Amendment of Declaration made by Homart and recorded December 13, 1991, as Instrument No. 91-164801 in the Official Records, and (iii) “ Environmental CC&Rs ” mean that certain Declaration of Covenants, Conditions and Restrictions made by Homart dated July 12, 1984, and recorded August 14, 1984, as Instrument No. 84-089729 in the Official Records.

(q) Attorneys’ Fees . If a dispute of any type arises, or an action is filed under this Lease based in contract, tort or equity, or this Lease gives rise to any other legal proceeding between any of the parties hereto, the prevailing party shall be entitled to recover from the losing party reasonable attorneys’ fees, costs and expenses, including, but not limited to, expert witness fees, accounting and engineering fees, and any other professional fees incurred in connection with the prosecution or defense of such action, whether the action is prosecuted to a final judgment. For purposes of this Lease, the terms “attorneys’ fees,” “costs” and “expenses” shall also include the fees and expenses incurred by counsel to the parties hereto for photocopies, duplications, deliveries, postage, telephone and facsimile communications, transcripts of proceedings relating to the action and all other costs not ordinarily recoverable under California Code of Civil Procedure § 1033.5(b), and all fees billed for law clerks, paralegals, librarians, secretaries and others not admitted to the bar but performing services under the supervision of an attorney. The terms “attorneys’ fees,” “costs” and “expenses” shall also include, without limitation, fees and costs incurred in the following proceedings: (i) mediations; (ii) arbitrations; (iii) bankruptcy proceedings; (iv) appeals; (v) post-judgment motions and collection actions; and (vi) garnishment, levy and debtor examinations. The prevailing party shall also be entitled to attorneys’ fees and costs after any dismissal of an action.

LOGO

650 Gateway/Elan - Page 38

(r) Hazardous Materials Storage Area . Subject to applicable Legal Requirements, the Master CC&Rs, the Use CC&Rs, the Environmental CC&Rs and Landlord’s rules and regulations, Tenant shall have the right, at Tenant’s sole cost and expense, during the Base Term, to (i) obtain permitted approval from the City of South San Francisco and any other applicable Governmental Entities for the designation of a Hazardous Materials storage area (“ HazMat Storage Area ”) in the parking lot serving the Building in a location acceptable to Landlord, in Landlord’s reasonable discretion, and (ii) to place a Hazardous Materials storage container (“ HazMat Storage Container ”) of a design and type and with screening acceptable to Landlord, in Landlord’s sole and absolute discretion. Tenant’s pro rata share of parking spaces shall be reduced by the number of parking spaces used for the Hazardous Materials Storage Area. Except for the placement of the HazMat Storage Container and related screening in the HazMat Storage Area, Tenant shall not make any alterations, additions, or improvements to the HazMat Storage Area of any kind whatsoever. At the expiration or earlier termination of the Term, Tenant shall, at Tenant’s sole cost and expense, remove the HazMat Storage Container and all of Tenant’s personal property from the HazMat Storage Area, repair any damage to the Project caused by the removal of the HazMat Storage Container, and deliver the HazMat Storage Area to Landlord free of any debris and trash and free of Hazardous Materials. Landlord shall reasonably cooperate, at no cost to Landlord, with Tenant in Tenant’s efforts to obtain approvals for the HazMat Storage Area.

[ Signatures on next page ]

LOGO

650 Gateway/Elan - Page 39

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year first above written.


TENANT:

ELAN PHARMACEUTICALS, INC., a Delaware corporation

By:		/s/ G. Kelly Martin
Its:		Chief Executive Officer

LANDLORD:

ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company

By:		ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, managing member

		By: ARE-QRS CORP., a Maryland corporation, general partner

		By: /s/ Eric S. Johnson
		Its: Vice President Real Estate Legal Affairs

LOGO

650 Gateway/Elan - Page 1

EXHIBIT A TO LEASE

DESCRIPTION OF PREMISES

(Attached)

LOGO

650 Gateway/Elan - Page 2

LOGO

650 Gateway/Elan - Page 3

LOGO

650 Gateway/Elan - Page 1

EXHIBIT B TO LEASE

DESCRIPTION OF PROJECT

Real property in the City of South San Francisco, County of San Mateo, State of California, described as follows:

TRACT ONE:

PARCEL I:

LOT 1, AS SHOWN ON PARCEL MAP NO. 97-062, FILED JUNE 17, 1999, BOOK 71 OF PARCEL MAPS, PAGES 58 AND 59, SAN MATEO COUNTY RECORDS.

APN: 015-023-350

PARCEL II:

A NON-EXCLUSIVE APPURTENANT ACCESS EASEMENT OVER A PORTION OF PARCEL 2C WHICH PORTION IS SHOWN ON THAT CERTAIN MAP ENTITLED “LANDS OF HOMART, PARCEL MAP NO. 91-288, SOUTH SAN FRANCISCO, SAN MATEO COUNTY, CALIFORNIA”, RECORDED ON DECEMBER 16, 1991 IN VOLUME 65 OF PARCEL MAPS AT PAGES 37 AND 38 IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, FURTHER DESCRIBED AS FOLLOWS:

BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF GATEWAY BOULEVARD WITH THE WESTERLY LINE OF SAID PARCEL 2C, AS SHOWN ON SAID MAP, (65 PARCEL MAPS 37), THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, FROM A RADIAL LINE WHICH BEARS NORTH 28° 57’ 17” WEST, ALONG A CURVE TO THE LEFT OF RADIUS 797.00 FEET, THROUGH A CENTRAL ANGLE OF 4° 26’ 28”, AN ARC LENGTH OF 61.78 FEET; THENCE SOUTH 40° 10’ 45” EAST, 106.00 FEET; THENCE SOUTH 49° 49’ 15” WEST, 61.00 FEET; THENCE NORTH 40° 10’ 45” WEST, 115.67 FEET TO THE POINT OF BEGINNING AS CREATED BY DEED FROM HOMART DEVELOPMENT CO. TO HEIDELBERG WEST, INC., RECORDED DECEMBER 19, 1991, SERIES NO. 91167242, SAN MATEO COUNTY RECORDS.

PARCEL III:

EASEMENTS APPURTENANT TO PARCEL I ABOVE FOR THE PURPOSES SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RECIPROCAL EASEMENTS RECORDED JUNE 18, 1999 DOCUMENT NO. 99-105949, SAN MATEO COUNTY RECORDS, OVER, ACROSS AND UNDER LOTS 2 AND 3, PARCEL MAP 97-062, FILED JUNE 17, 1999, BOOK 71 OF PARCEL MAPS, PAGES 58 AND 59, SAN MATEO COUNTY RECORDS.

TRACT TWO:

PARCEL I:

LOT 2, AS SHOWN ON PARCEL MAP NO. 97-062, FILED JUNE 17, 1999, BOOK 71 OF PARCEL MAPS, PAGES 58 AND 59, SAN MATEO COUNTY RECORDS.

APN: 015-023-360

LOGO

650 Gateway/Elan - Page 2

PARCEL II:

BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF GATEWAY BOULEVARD WITH THE WESTERLY LINE OF SAID PARCEL 2C, AS SHOWN ON SAID MAP, (65 PARCEL MAPS 37), THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, FROM A RADIAL LINE WHICH BEARS NORTH 28° 57 17” WEST, ALONG A CURVE TO THE LEFT OF RADIUS 797.00 FEET, THROUGH A CENTRAL ANGLE OF 4° 26’ 2B”, AN ARC LENGTH OF 61.78 FEET; THENCE SOUTH 40° 10’ 45” EAST, 106.00 FEET; THENCE SOUTH 49° 49’ 15” WEST, 61.00 FEET; THENCE NORTH 40° 10’ 45” WEST, 115.67 FEET TO THE POINT OF BEGINNING AS CREATED BY DEED FROM HOMART DEVELOPMENT CO. TO HEIDELBERG WEST, INC., RECORDED DECEMBER 19, 1991, SERIES NO. 91167242, SAN MATEO COUNTY RECORDS.

PARCEL III:

EASEMENTS APPURTENANT TO PARCEL I ABOVE FOR THE PURPOSES SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RECIPROCAL EASEMENTS RECORDED JUNE 18, 1999 DOCUMENT NO. 99-105949, SAN MATEO COUNTY RECORDS, OVER, ACROSS AND UNDER LOTS 1 AND 3, PARCEL MAP 97-062, FILED JUNE 17, 1999, BOOK 71 OF PARCEL MAPS, PAGES 58 AND 59, SAN MATEO COUNTY RECORDS.

TRACT THREE:

PARCEL I:

LOT 3, AS SHOWN ON PARCEL MAP NO. 97-062, FILED JUNE 17, 1999, BOOK 71 OF PARCEL MAPS, PAGES 58 AND 59, SAN MATEO COUNTY RECORDS.

APN: 015-023-370

PARCEL II:

BEGINNING AT THE INTERSECTION OF THE SOUTHERLY RIGHT-OF-WAY LINE OF GATEWAY BOULEVARD WITH THE WESTERLY LINE OF SAID PARCEL 2C, AS SHOWN ON SAID MAP, (65 PARCEL MAPS 37), ‘THENCE ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE, FROM A RADIAL LINE WHICH BEARS NORTH 28° 57’ 17” WEST, ALONG A CURVE TO THE LEFT OF RADIUS 797.00 FEET, THROUGH A CENTRAL ANGLE OF 4° 26’ 28”, AN ARC LENGTH OF 61.78 FEET; THENCE SOUTH 40° 10’ 45” EAST, 106.00 FEET; THENCE SOUTH 49° 49’ 15” WEST, 61.00 FEET; THENCE NORTH 40° 10’ 45” WEST, 115.67 FEET TO THE POINT OF BEGINNING AS CREATED BY DEED FROM HOMART DEVELOPMENT CO. TO HEIDELBERG WEST, INC., RECORDED DECEMBER 19, 1991, SERIES NO. 91167242, SAN MATEO COUNTY RECORDS.

LOGO

650 Gateway/Elan - Page 3

PARCEL III:

EASEMENTS APPURTENANT TO PARCEL I ABOVE FOR THE PURPOSES SET FORTH IN THE DECLARATION OF COVENANTS, CONDITIONS, RESTRICTIONS AND RECIPROCAL EASEMENTS RECORDED JUNE 18, 1999 DOCUMENT NO. 99-105949, SAN MATEO COUNTY RECORDS, OVER, ACROSS AND UNDER LOTS 1 AND 2, PARCEL MAP 97-062, FILED JUNE 17, 1999, BOOK 71 OF PARCEL MAPS, PAGES 58 AND 59, SAN MATEO COUNTY RECORDS.

LOGO


Work Letter		650 Gateway/Elan - Page 1

EXHIBIT C TO LEASE

WORK LETTER

THIS WORK LETTER dated March 18, 2010 (this “ Work Letter ”) is made and entered into by and between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation, and is attached to and made a part of the Lease dated as of the date of this Work Letter (“ Lease ”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.

1. General Requirements .

(a) Tenant’s Authorized Representative . Tenant designates Rick Smith (“ Tenant’s Representative ”) as the only person authorized to act for Tenant pursuant to this Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication (“ Communication ”) from or on behalf of Tenant in connection with this Work Letter unless such Communication is in writing from Tenant’s Representative. Tenant may change Tenant’s Representative at any time upon not less than 5 business days advance written notice to Landlord.

(b) Landlord’s Authorized Representative . Landlord designates Todd Miller, Catie Paton and Rob Kain (any such individual acting alone, “ Landlord’s Representative ”) as the only persons authorized to act for Landlord pursuant to this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing from Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant.

(c) Architects, Consultants and Contractors . Landlord and Tenant hereby acknowledge and agree that the architect (the “ TI Architect ”) for the Tenant Improvements (as defined in Section 2(a) below), the general contractor and any subcontractors for the Tenant Improvements shall be selected by Tenant, subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord shall be named a third party beneficiary of any contract entered into by Tenant with the TI Architect, any consultant, any contractor or any subcontractor, and of any warranty made by any contractor or any subcontractor.

2. Tenant Improvements .

(a) Tenant Improvements Defined . As used herein, “ Tenant Improvements ” shall mean all improvements to the Premises of a fixed and permanent nature as shown on the TI Construction Drawings, as defined in Section 2(c) below. Other than funding the TI Allowance (as defined below) as provided herein, Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy.

(b) Tenant’s Space Plans . Landlord and Tenant acknowledge and agree that the space plan, scope of work and outline of equipment and materials specifications prepared by the TI Architect attached hereto as Exhibit G (collectively, Space Plan ”) have been approved by both Landlord and Tenant.

(c) Working Drawings . Not later than 30 days following the Lease Date, Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“ TI Construction Drawings ”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to

LOGO


Work Letter		650 Gateway/Elan - Page 2

Tenant not later than 10 business days after Landlord’s receipt of the same; provided, however, that Landlord may not disapprove any matter that is consistent with the Space Plan. Tenant and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Landlord how Tenant proposes to respond to such comments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the Space Plan, Landlord shall approve the TI Construction Drawings submitted by Tenant. Once approved by Landlord, subject to the provisions of Section 4 below, Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(a) below).

(d) Approval and Completion . If any dispute regarding the design of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance (as defined in Section 5(a) below), and (iii) Tenant’s decision will not affect the base Building, structural components of the Building or any Building Systems. Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.

3. Performance of the Tenant Improvements .

(a) Commencement and Permitting of the Tenant Improvements . Tenant shall commence construction of the Tenant Improvements upon obtaining and delivering to Landlord a building permit (the “ TI Permit ”) authorizing the construction of the Tenant Improvements consistent with the TI Construction Drawings approved by Landlord. The cost of obtaining the TI Permit shall be payable from the TI Allowance. Landlord shall assist Tenant in obtaining the TI Permit. Prior to the commencement of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors (including the TI Architect), and certificates of insurance from any contractor performing any part of the Tenant Improvement evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above.

(b) Selection of Materials, Etc . Where more than one type of material or structure is indicated on the TI Construction Drawings approved by Tenant and Landlord, the option will be within Tenant’s reasonable discretion if the matter concerns the Tenant Improvements, and within Landlord’s sole and absolute subjective discretion if the matter concerns the structural components of the Building or materially affects the operation of, or maintenance requirements associated with, any Building System.

(c) Tenant Liability . Tenant shall be responsible for correcting any deficiencies or defects in the Tenant Improvements.

LOGO


Work Letter		650 Gateway/Elan - Page 3

G704. For purposes of this Work Letter, “ Minor Variations ” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comport with good design, engineering, and construction practices which are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Tenant Improvements.

4. Changes . Any material changes requested by Tenant to the Tenant Improvements after the approval by Landlord of the Space Plan, shall be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

(a) Tenant’s Right to Request Changes . If Tenant shall request changes (“ Changes ”), Tenant shall request such Changes by notifying Landlord in writing in substantially the same form as the AIA standard change order form (a “ Change Request ”), which Change Request shall detail the nature and extent of any such Change. Such Change Request must be signed by Tenant’s Representative. Landlord shall review and approve or disapprove such Change Request within 10 business days thereafter, provided that Landlord’s approval shall not be unreasonably withheld, conditioned or delayed.

(b) Implementation of Changes . If Landlord approves such Change, Tenant may cause the approved Change to be instituted. If any TI Permit modification or change is required as a result of such Change, Tenant shall promptly provide Landlord with a copy of such TI Permit modification or change.

5. Costs .

(a) Budget For Tenant Improvements . Before the commencement of construction of the Tenant Improvements, Tenant shall obtain a detailed breakdown, by trade, of the costs incurred or that will be incurred, in connection with the design and construction of the Tenant Improvements (the “ Budget ”) and a schedule for Tenant’s performance and completion of the Tenant Improvements (the “ Schedule ”), and shall deliver a copy of each of the Budget and Schedule to Landlord for Landlord’s approval, which shall not be unreasonably withheld or delayed. The Budget shall be based upon the TI Construction Drawings approved by Landlord and shall include a payment to Landlord of administrative rent (“ Administrative Rent ”) in the amount of Landlord’s reasonable out-of-pocket costs and expenses (i) associated with Landlord’s engineering and architectural review of the TI Construction Drawings, (ii) associated with Landlord’s project management activities (provided that Tenant’s payment obligations arising out of the costs incurred by Landlord pursuant to clauses (i) and (ii) of this Section 5(a) shall not to exceed $10,000.00), and (ii) reasonably incurred for architectural and engineering review of any Changes requested by Tenant, all of which shall be payable from the TI Allowance.

(b) TI Allowance . Landlord shall provide to Tenant a tenant improvement allowance (“ TI Allowance ”) of $20.00 per rentable square foot of the Premises, or $525,980.00 in the aggregate. The TI Allowance shall be disbursed in accordance with this Work Letter.

Tenant shall have no right to the use or benefit (including any reduction to Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any Changes pursuant to Section 4 . Tenant shall have no right to any portion of the TI Allowance that is not disbursed before the last day of the month that is 6 months after the scheduled completion date of the Tenant Improvements as set forth in the Schedule approved by Landlord, but in no event later than March 31, 2011.

LOGO


Work Letter		650 Gateway/Elan - Page 4

(collectively, “ TI Costs ”). Notwithstanding anything to the contrary contained herein, the TI Allowance shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Tenant Improvements

(d) Excess TI Costs . Landlord shall have no obligation to bear any portion of the cost of any of the Tenant Improvements except to the extent of the TI Allowance. Notwithstanding anything to the contrary set forth in this Section 5(d) , Tenant shall be fully and solely liable for TI Costs and the cost of Minor Variations in excess of the TI Allowance.

(e) Payment for TI Costs . During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant on a pro rata basis a percentage of the TI Costs (equal to the percentage that the TI Allowance bears to the total Budget, as the same may be amended from time to time) up to the amount of the TI Allowance actually incurred by Tenant once a month against a draw request in Landlord’s standard form, containing evidence of payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work and final, unconditional lien waivers from all such contractors and first tier subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Premises; and (v) copies of all operation and maintenance manuals and warranties affecting the Premises.

6. Miscellaneous .

(a) Consents . Whenever consent or approval of either party is required under this Work Letter, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth herein to the contrary.

(b) Modification . No modification, waiver or amendment of this Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.

LOGO

650 Gateway/Elan - Page 1

EXHIBIT D TO LEASE

ACKNOWLEDGMENT OF COMMENCEMENT DATE

This ACKNOWLEDGMENT OF COMMENCEMENT DATE is made this day of , , between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation (“ Tenant ”), and is attached to and made a part of the Lease dated , (the “ Lease ”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.

Landlord and Tenant hereby acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease is , , the Rent Commencement Date is April 14, 2011, and the termination date of the Base Term of the Lease shall be midnight on November 30, 2020. In case of a conflict between the terms of the Lease and the terms of this Acknowledgment of Commencement Date, this Acknowledgment of Commencement Date shall control for all purposes.

IN WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF COMMENCEMENT DATE to be effective on the date first above written.


TENANT:

ELAN PHARMACEUTICALS, INC., a Delaware corporation

By:
Its:

LANDLORD:

ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability company

By:		ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, managing member

LOGO


Rules and Regulations		650 Gateway/Elan - Page 1

EXHIBIT E TO LEASE

Rules and Regulations

1. The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or any Tenant Party, or used by them for any purpose other than ingress and egress to and from the Premises.

2. Except as specifically permitted under the Lease, Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project.

3. Except for animals assisting the disabled, no animals shall be allowed in the offices, halls, or corridors in the Project.

4. Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises.

5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant’s expense.

6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically approved in the Lease. The use of oil, gas or inflammable liquids for heating, lighting or any purpose other than the Permitted Use is expressly prohibited. Explosives or other articles deemed extra hazardous shall not be brought into the Project.

7. Parking any type of recreational vehicles is specifically prohibited on or about the Project. Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no “For Sale” or other advertising signs on or about any parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord.

8. Tenant shall maintain the Premises free from rodents, insects and other pests.

9. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project.

10. Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness.

11. Tenant shall give Landlord prompt notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting the Premises.

12. Except as otherwise specifically provided in the Lease, Tenant shall not permit storage outside the Premises, including without limitation, outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises.

LOGO


Rules and Regulations		650 Gateway/Elan - Page 2

13. All moveable trash receptacles provided by the trash disposal firm for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose.

14. No auction, public or private, will be permitted on the Premises or the Project.

15. No awnings shall be placed over the windows in the Premises except with the prior written consent of Landlord.

16. The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises.

17. Tenant shall ascertain from Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than such safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe capacity.

18. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage.

19. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises.

LOGO

650 Gateway/Elan - Page 1

EXHIBIT F TO LEASE

TENANT’S PERSONAL PROPERTY

None.

LOGO

650 Gateway/Elan - Page 1

EXHIBIT G TO LEASE

SPACE PLAN

(Attached)

LOGO

650 Gateway/Elan - Page 2

LOGO

650 Gateway/Elan - Page 3

LOGO

650 Gateway/Elan - Page 1

EXHIBIT H TO LEASE

SURRENDER PLAN REQUIREMENTS

In the event Tenant introduces radioactive materials into the Premises, Tenant’s environmental contractor (“Contractor”) will prepare and send, in a timely manner as required to obtain a final termination report as of the expiration Lease Term (but in any event not later than 30 days prior to the expiration of the Lease Term), a written notice to Department of Health Services, Radiological Health Branch in Sacramento, CA regarding Tenant’s Intent to Vacate facility along with form RH 5314, Certificate of Disposition of Materials. Tenant’s selection of the Contractor shall require Landlord’s approval, which approval shall not be unreasonably withheld conditioned or delayed.

As part of the Contractor’s investigations associated with any radioactive materials utilized in the Premises, Contractor will survey benches, floors, sinks, work areas, fume hoods, and storage areas in the radiation laboratories that are to be closed-out using appropriate survey instruments to determine if fixed contamination is present. Contractor will use large area gas proportional detectors for beta emitting radionuclides and a low energy gamma scintillation probe for I-125. Contractor will then collect sufficient wipe test samples, from the laboratory surfaces, including sinks, benches, floors, return air vents, floor drains and adjacent hallways, as are reasonable required to determine if removable surface contamination is present. Wipe test samples will be analyzed at Contractor’s counting laboratory using a Beckman liquid scintillation counter calibrated with NIST traceable H-3 and C- 14 reference sources and Contractor’s Gamma Counter calibrated with an I-125 reference source (the “Survey Equipment”). The counting results will be reported in units of dpm/100 cm2.

Contractor will report locations of elevated radioactive contamination to Tenant. A “location of elevated radioactive contamination” is an area where removable or fixed radioactive spot contamination is greater than the Minimum Detectable Concentration (MDC) of the Survey Equipment instruments. Contractor will retest and resurvey the “locations of elevated radioactive contamination” to verify adequate decontamination. The closeout survey, and accompanying report that documents the survey, will include the physical survey of the site, preparation of the wipes for LSC and Gamma counting, preparation of the license amendment request with survey report (~35 page document including data sheets) and review by a senior Contractor health physicist.

The amendment application and final termination report associated with those locations of the Premises where radioactive materials are utilized, if any, will be prepared according to guidelines contained in:

•

NUREG 1507, Minimum Detectable Concentrations with Typical Radiation Survey Instruments for Various Contaminants and Field Conditions (http://techconf.llnl.gov/radcri/1507.html)

•

MARSSIM, the Multi-Agency Radiation Survey and Site Investigation Manual. (http://www.epa.gov/radiation/marssim/)

Areas within the Premises where elevated radioactive contamination is located will be cleaned by Contractor. The cleaned area will be resurveyed by Contractor to confirm that elevated radioactive contamination has been removed by the cleaning.

Contractor will provide Landlord and Tenant with electronic maps demarcating any radioactive materials receipt, package open, use, storage, and disposal locations (decay in storage and isotope disposal sinks), consistent with Tenant’s radioactive materials license.

LOGO

650 Gateway/Elan - Page 2

2.	Contractor will chemically decontaminate Tenant’s biological safety cabinets, incubators and any vivarium cages with paraformaldehyde before they are moved or shipped. The decontamination procedures will adhere to the NSF 49 Standard.

Contractor will biologically decontaminate Tenant’s walk-in cold rooms. Contractor will issue a signed certificate of decontamination for each walk-in cold room. The walk-in cold rooms surfaces will be treated with bleach or other disinfectant solution (applied with sufficient contact time) prior to and in addition to cleaning and/or fogging with mutually acceptable cleaning and disinfectant agents as are reasonable based on Tenant’s prior use’.

Contractor will disinfect the interior surface areas of the fume hoods of the Premises with bleach or other disinfectant solution (applied with sufficient contact time), prior to and in addition to, wiping down the chemical fume hoods with a mutually acceptable cleaning agents reasonably based on Tenant prior use. Only the accessible interior surfaces of fume hoods (not ducting or fans) will be cleaned. Inaccessible areas (i.e., the plenums and duct work above the fume hood) will not be cleaned. Contractor will issue signed certificates documenting the cleaning. Contractor will conduct confirmatory sampling swipes after cleaning to verify accessible areas of fume hoods are free of hazardous materials.

Contractor will disinfect the interior surface areas of the flammable liquid, acid, base, and chemical storage cabinets of the Premises with bleach or other disinfectant solution (applied with sufficient contact time), prior to and in addition to, wiping down the interior surface areas of such storage cabinets with a mutually acceptable cleaning agent, reasonably based on Tenant’s prior use, once they are empty. Contractor will issue signed certificates documenting the cleaning. Contractor will conduct confirmatory sampling after cleaning to verify the cabinets are completely free of hazardous substances.

6.	Contractor will contact vendors, conduct site walk, and obtain quotes from qualified vendors for the transportation and disposal of chemicals.

7.	Contractor will request gas supplier(s) to pick up compressed gas cylinders from facility.

8.	Contractor will contact biohazardous waste hauler and have biohazardous materials and biohazardous waste disposed of using a registered hauler.

9.	Contractor will physically verify that containers of hazardous materials have been disposed of from the site.

10.	Contractor will perform the following steps associated with Tenant licenses and permitting agreements:

•

Send letter to the agency to terminate the San Mateo Industrial Wastewater permit, and attend final inspection, if conducted by regulator.

•

Send letter to the agency to terminate the San Mateo County Health Department permit and attend final inspection, if conducted by regulator.

•

Send letter to the agency to terminate the EPA Hazardous Waste Identification Number and attend final inspection, if conducted by regulator.

•

Send letter to the agency to terminate the South San Francisco Fire Department Permit and attend final inspection, if conducted by regulator.

LOGO

650 Gateway/Elan - Page 3

•

In the event Tenant introduces radioactive materials into the Premises, if follow up correspondence is required by the Radiological Health Branch in Sacramento, CA after the initial amendment is submitted, the time spent preparing the response letter will be invoiced at Contractor’s hourly rate and will be paid for entirely by Tenant.

11.	Tenant shall provide a written report of Contractor documenting that all measures required herein have been completed in accordance with the requirements hereof.

12.

Tenant shall satisfy any environmental compliance requirements imposed by any governmental agency or authority having jurisdiction over the Premises, arising out Tenant’s use of any Hazardous Materials (as defined in the Lease) on or about the Project and which are not otherwise specified in this Surrender Plan.

13.

Tenant and its Contractor shall participate in any measures taken by Landlord to verify the performance of the aforementioned surrender requirements, including but not limited to, phone interviews and site visits, and to provide Landlord with copies of any documents prepared pursuant to these surrender requirements, as requested by Landlord.

LOGO

650 Gateway/Elan - Page 1

EXHIBIT I TO LEASE

DEMISING PLAN IMPROVEMENTS

(Attached)

LOGO

650 Gateway/Elan - Page 2

LOGO

650 Gateway/Elan - Page 3

LOGO

Exhibit 10.7

FIRST AMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE (this “ First Amendment ”) is made as of November 18, 2011, by and between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation (“ Tenant ”).

RECITALS

A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 18, 2010, as amended by that certain Letter Agreement dated as of March 18, 2010 (as amended, the “ Lease ”). Pursuant to the Lease, Tenant leases certain premises consisting of approximately 26,299 rentable square feet (“ Original Premises ”) in a building located at 650 Gateway Boulevard, South San Francisco, California. The Original Premises are more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.

B. Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, expand the size of the Premises by adding approximately 10,142 rentable square feet.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

Expansion Premises . In addition to the Original Premises, commencing on the Expansion Premises Commencement Date (as defined below), Landlord leases to Tenant, and Tenant leases from Landlord, that certain portion of the Building consisting of approximately 10,142 rentable square feet, as shown on Exhibit A attached hereto (the “ Expansion Premises ”). Subject to Tenant’s EP Termination Right (as defined in Section 12 of this First Amendment), from and after the Expansion Premises Commencement Date, the Original Premises and the Expansion Premises shall be collectively referred to as the “ Premises ,” and as of the Expansion Premises Commencement Date, the Rentable Area of the Building consists solely of said Premises and the Cytomx Space (as defined in Section 9(c) of this First Amendment).

2.	Delivery . The “ Expansion Premises Commencement Date ” shall be December 1, 2011. The “ Expansion Premises Rent Commencement Date ” shall be June 1, 2012.

Landlord shall deliver the Expansion Premises to Tenant on the Expansion Premises Commencement Date. Following the Expansion Premises Commencement Date and prior to May 1, 2012, Tenant shall have the right to construct Tenant Improvements (as defined in the Expansion Premises Work Letter attached to this First Amendment as Exhibit B (“ EP Work Letter ”)) pursuant to the terms of the EP Work Letter in the Initial Lock-In Space (as defined in Section 12 of this First Amendment) and any other portion of the Expansion Premises with respect to which Tenant has waived its EP Termination Right by written notice to Landlord prior to the EP Early Termination Date (collectively with the Initial Lock-In-Space, the “ Lock-In Space ”). After May 1, 2012, Tenant shall have the right to construct Tenant Improvements pursuant to the terms of the EP Work Letter in any other portion(s), if any, of the Expansion Premises with respect to which Tenant is deemed to have waived the EP Termination Right pursuant to Section 12 of this First Amendment.

Except as set forth in the Lease (including without limitation, Section 13 of the Lease), as modified by this First Amendment, and the EP Work Letter: (i) Tenant shall accept the Expansion Premises in their condition as of the Expansion Premises Commencement Date, subject to all applicable Legal Requirements and Landlord’s demising obligations under Section 12 of this First Amendment; (ii) Landlord shall not have any obligation to Tenant for any existing defects in the


1

Expansion Premises as of the Expansion Premises Commencement Date; and (iii) Tenant’s taking possession of the Expansion Premises shall be conclusive evidence that Tenant accepts the Expansion Premises in their condition at the time possession was taken.

Without limiting Landlord’s repair obligations under Section 13 of the Lease with respect to the entire Premises, for the period of 30 consecutive days after the Expansion Premises Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems serving the Expansion Premises, if the same were not in good working order as of the Commencement Date.

Landlord shall deliver the Expansion Premises to Tenant within the following items completed: (i) replace any broken, stained or missing ceiling tiles, (ii) patch, repair and spot paint any scuffs or holes in the walls, (iii) wax VCT flooring if reasonably necessary, (iv) replace any broken light fixtures, and any cracked or broken windows or interior glass, and (v) repair any damage to existing casework such as broken drawers or doors; provided further, however, that Landlord shall not be required to repair items of normal wear and tear (i.e. surface scratches).

Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Expansion Premises, and/or the suitability of the Expansion Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Expansion Premises are suitable for the Permitted Use.

3.	Definition of Premises . Commencing on the Expansion Premises Commencement Date, the defined term “ Premises ” on page 1 of the Lease is deleted in its entirety and replaced with the following:

“ Premises: That portion of the Building containing approximately 36,441 rentable square feet, consisting of (i) a portion of the Building containing approximately 26,299 rentable square feet (the “ Original Premises ”), and (ii) a portion of the Building containing approximately 10,142 rentable square feet (the “ Expansion Premises ”), all as determined by Landlord, as shown on Exhibit A .”

As of the Expansion Premises Commencement Date, Exhibit A to the Lease shall be amended to include the Expansion Premises as shown on Exhibit A attached to this First Amendment.

4.	Base Term . Commencing on the Expansion Premises Commencement Date, the defined term “ Base Term ” on page 1 of the Lease is deleted in its entirety and replaced with the following:

“ Base Term: A term beginning (i) with respect to the Original Premises, on the Commencement Date, and (ii) with respect to the Expansion Premises, on the Expansion Premises Commencement Date, and ending with respect to the entire Premises on November 30, 2020.”

5.	Expansion Space . Commencing on the Expansion Premises Commencement Date, the defined term “Expansion Space” shall be added on page 2 of the Lease (after the defined term “Permitted Use”) as follows:

“ Expansion Space: That portion of the Building not included in the Premises, including, without limitation, the Cytomx Space; provided, however, that Tenant’s expansion rights under Section 39(a) and Section 39(b) of this Lease shall be limited with respect to the Cytomx Space as provided in Section 39(c) of this Lease until the expiration of the Cytomx Lease (as defined in Section 9(c) of this First Amendment), subject to the right of Cytomx to extend the current term of the Cytomx Lease for one (1) extension term, expiring no later than December 31, 2018 (the


2

“ Cytomx Space Outside Availability Date ”); provided, however, that the Cytomx Space shall, to the extent it becomes available, be considered Expansion Space in the event the Cytomx Lease is terminated with respect to all or any portion of the Cytomx Space, or otherwise expires, prior to the Cytomx Space Outside Availability Date.”

6.	Base Rent .

a. Original Premises . Tenant shall continue to pay Base Rent for the Original Premises as provided for in the Lease through the expiration of the Base Term of the Lease.

b. Expansion Premises . Commencing on the Expansion Premises Rent Commencement Date, Tenant shall commence paying Base Rent for the Remaining Expansion Premises (as defined in Section 12 of this First Amendment) at the same rate per rentable square foot that Tenant is paying for the Original Premises, as increased pursuant to the schedule set forth on pages 1 and 2 of the Lease. Notwithstanding anything to the contrary in the Lease, in the event a Default occurs under the Lease prior to the Expansion Premises Rent Commencement Date, the “rents” recoverable by Landlord in exercising its remedies, either under the express terms and conditions of the Lease or by operation of law, shall not include the Base Rent for the Expansion Premises, nor that portion of Tenant’s Share of Operating Expenses of the Building or Tenant’s Share of Operating Expenses of the Project that is attributable to the Expansion Premises. Notwithstanding the foregoing, the Initial Lock-In Space and any additional Lock-In Space, if any, for which Landlord has received a waiver notice pursuant to Section 2 of this First Amendment prior to a Default that occurs prior to the Expansion Premises Rent Commencement Date shall be included in the Premises for the purposes of determining the amount of rents recoverable by Landlord upon such a Default.

7.	Rentable Area of the Premises . Commencing on the Expansion Premises Commencement Date, the defined term “ Rentable Area of the Premises ” on page 2 of the Lease is deleted in its entirety and replaced with the following:

“ Rentable Area of the Premises: 36,441 sq. ft.”

8.	Tenant’s Share . Commencing on the Expansion Premises Commencement Date, the defined terms “ Tenant’s Share of Operating Expenses of Building ” and “ Tenant’s Share of Operating Expenses of Project ” on page 2 of the Lease are deleted in their entirety and replaced with the following:

“ Tenant’s Share of Operating Expenses of Building: 72.30%

Tenant’s Share of Operating Expenses of Project: 24.14%”

Notwithstanding anything to the contrary contained herein, Tenant shall not be required to pay Operating Expenses with respect to the Expansion Premises only for the period commencing December 1, 2011, through May 31, 2012, and Tenant shall continue to pay Tenant’s Share of Operating Expenses of Building and Tenant’s Share of Operating Expenses of Project as required under the Lease through May 31, 2012. Tenant shall commence paying Operating Expenses with respect to the entire Premises on June 1, 2012.

9.	Rights to Expand . Section 39 of the Lease is hereby deleted and replaced with the following:

“39.

Right to Expand .

a. Expansion Right . Each time after the date of this Lease through November 30, 2015 (“ Expansion Right Expiration Date ”), that Landlord intends to accept a written proposal (a “ Pending Deal ”) to lease the Expansion Space, Landlord shall deliver to Tenant written notice of


3

the existence of such Pending Deal (a “ Pending Deal Notice ”). For purposes of this Section 39(a) , “ Expansion Space ” shall mean any space in the Building which is not occupied by a tenant or which is occupied by a then-existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Expansion Space subject to the Pending Deal. Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “ Space Acceptance Notice ”) if Tenant elects to lease the Expansion Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Expansion Space pursuant to this Section 39(a) is hereinafter referred to as the “ Expansion Right .” If Tenant elects to lease the Expansion Space by delivering a Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (i) the term of the lease with respect to the Expansion Space shall commence upon the “ Expansion Space Commencement Date ”, which shall be (1) if Tenant elects to have Landlord construct the tenant improvements within the Expansion Space (“ Expansion Space Tenant Improvements ”), the substantial completion by Landlord of the Expansion Space Tenant Improvements, or (2) if Tenant elects to construct the Expansion Space Tenant Improvements, the date that Landlord delivers the Expansion Space to Tenant for the construction of such Expansion Space Tenant Improvements in the condition hereinafter provided; (ii) Landlord shall deliver the Expansion Space to Tenant within the following items completed: (1) replace any broken, stained or missing ceiling tiles, (2) patch, repair and spot paint any scuffs or holes in the walls, (3) wax VCT flooring if reasonably necessary and (4) replace any broken light fixtures, and any cracked or broken windows or interior glass, and (5) repair any damage to existing casework such as broken drawers or doors; provided further, however, that Landlord shall not be required to repair items of normal wear and tear (i.e. surface scratches), (iii) without limiting Landlord’s repair obligations under Section 13 of the Lease with respect to the entire Premises, for the period of 30 consecutive days after the Expansion Space Commencement Date (as defined below), Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems serving the Expansion Space, if the same were not in good working order as of the Expansion Space Commencement Date; (iv) Tenant shall continue to pay Base Rent for the original Premises as provided for in this Lease and, in addition thereto, beginning on the “ Expansion Premises Rent Commencement Date ”, which shall be either (1) if Tenant has elected to have Landlord construct the Expansion Space Tenant Improvements, the Expansion Space Commencement Date, or (2) if Tenant has elected to construct the Expansion Space Tenant Improvements, the date that is 4 months after the Expansion Space Commencement Date, Tenant shall pay Base Rent for the Expansion Space at the then current monthly Base Rent per rentable square foot payable for the original Premises (as the same is adjusted from time to time pursuant to Section 4 of this Lease); (v) Tenant’s Share of the Building and Tenant’s Share of the Project with respect to the Expansion Space shall be proportionately adjusted; (vi) the Expansion Space Tenant Improvements shall be constructed in accordance with a work letter between the parties generally in the form of the EP Work Letter (“ Expansion Space Work Letter ”) entered into as part of the lease amendment or lease agreement required under Section 39(d) ; (vii) Landlord shall, subject to the terms of the Expansion Space Work Letter, provide a tenant improvement allowance (“ Expansion Space TI Allowance ”) for the construction of the Expansion Space Tenant Improvements in an amount not to exceed $20.00 per rentable square foot of the Expansion Space; and (viii) Tenant shall commence paying Tenant’s Share of Operating Expenses with respect to the Expansion Space on the Expansion Space Rent Commencement Date. Tenant’s failure to deliver a Space Acceptance Notice to Landlord within the required 10 business day period shall be deemed to be an election by Tenant not to exercise Tenant’s Expansion Right with respect to the Expansion Space, in which case Tenant shall be deemed to have waived its right to lease the Expansion Space and Landlord shall have the right to lease the Expansion Space to the third party subject to the Pending Deal (or an affiliate of such third party) (“ Pending Deal Party ”) on any terms and conditions acceptable to Landlord. Notwithstanding the foregoing, Tenant’s Expansion Right shall be restored if Landlord fails to


4

enter into an agreement to lease the Expansion Space to the Pending Deal Party within 6 months after Landlord’s delivery of the Pending Deal Notice to Tenant; provided, however, that in no event shall the Expansion Right continue after the Expansion Right Expiration Date.

b. One-Time Right . The first time after the Expansion Right Expiration Date that Landlord intends to accept a written proposal (a “ One-Time Pending Deal ”) to lease any Expansion Space in the Building, Landlord shall deliver to Tenant written notice of the existence of such One-Time Pending Deal (a “ One-Time Pending Deal Notice ”). Tenant shall be entitled to exercise its right under this Section 39(b) only with respect to the entire Expansion Space identified in the One-Time Pending Deal Notice (“ Identified Space ”). Within 10 business days after Tenant’s receipt of the One-Time Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “ Identified Space Acceptance Notice ”) if Tenant elects to lease the Identified Space. Tenant’s right to receive the One-Time Pending Deal Notice and election to lease or not lease the Identified Space pursuant to this Section 39(b) is hereinafter referred to as the “ One-Time Expansion Right .” If Tenant elects to lease the Identified Space by delivering a Identified Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the Identified Space on the same terms and conditions as the Lease, except that: (i) the term of the lease with respect to the Identified Space shall commence upon delivery of the Identified Space to Tenant (“ Identified Space Commencement Date ”); (ii) Tenant shall continue to pay Base Rent for the then-current Premises as provided for in this Lease and, in addition thereto, beginning on the Identified Space Commencement Date, Tenant shall pay Base Rent for the Identified Space at the then Market Rate and escalations as determined by Landlord and agreed to by Tenant; (iii) Tenant’s Share of the Building and Tenant’s Share of the Project with respect to the Identified Space shall be proportionately adjusted; (iv) Tenant shall commence paying Tenant’s Share of Operating Expenses with respect to the Identified Space upon the Identified Space Commencement Date; (v) without limiting Landlord’s repair obligations under Section 13 of the Lease with respect to the entire Premises, for the period of 30 consecutive days after the Identified Space Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems serving the Identified Space, if the same were not in good working order as of the Identified Space Commencement Date, (vi) Tenant shall accept the Identified Space is its “as-is” condition as of the Identified Space Commencement Date, and (vii) Landlord shall deliver the Identified Space with the following items completed: (1) replace any broken, stained or missing ceiling tiles, (2) patch, repair and spot paint any scuffs or holes in the walls, (3) wax VCT flooring if reasonably necessary, (4) replace any broken light fixtures, and any cracked or broken windows or interior glass, and (5) repair any damage to existing casework such as broken drawers or doors; provided, however, that Landlord shall not be required to repair items of normal wear and tear (i.e. surface scratches). For the purposes of this Section 39(b) , “ Market Rate ” shall mean the then market rental rate and escalations as determined by Landlord and agreed to by Tenant for similar premises in the South San Francisco Area, improved with office and/or laboratory improvements as are included in the Identified Space, of similar age to the existing improvements, and in similar condition as is required for Landlord’s delivery of the Identified Space in accordance with this Section 39(b) (“Comparable Space”). To the extent the lease of the Comparable Space includes any renovation or improvement allowance, or any other monetary incentive or concession (for example, a free rent period), then the rental rate for that Comparable Space shall be equitably reduced to reflect the omission of such allowances and/or concessions for purposes of determining the Market Rate. If Landlord and Tenant are unable to agree on the Market Rate for the Identified Space after negotiating in good faith, the Market Rate will be determined through arbitration in accordance with Section 10(b) of the First Amendment. Tenant’s failure to timely deliver an Identified Space Acceptance Notice to Landlord shall be deemed to be an election by Tenant not to exercise Tenant’s One-Time Expansion Right with respect to the Identified Space, in which case Tenant shall have no further rights under this Section 39(b) with respect to such Identified Space, and Landlord shall thereafter, and for the duration of the Term of this Lease, have the right to lease the Identified Space to any third party on any terms and conditions acceptable to Landlord.


5

c. Cytomx Space . As of the date of the First Amendment, a portion of the Building consisting of approximately 13,959 rentable square feet (“ Cytomx Space ”) is currently leased to Cytomx Therapeutics, Inc. (“ Cytomx ”). Tenant acknowledges that the lease pursuant to which Cytomx leases the Cytomx Space from Landlord (the “ Cytomx Lease ”) is scheduled to expire on December 31, 2013, but that Cytomx has the right under the Cytomx Lease to extend the term of its lease until the Cytomx Space Outside Availability Date. In addition to Tenant’s right to receive Pending Deal Notices pursuant to Section 39(a) , and a One-Time Pending Deal Notice pursuant to Section 39(b) , with respect all or any portion of the Cytomx Space that may become available for lease prior to the anticipated expiration of the Cytomx Lease (as the same may be extended in accordance with the preceding sentence), Landlord shall also deliver to Tenant written notice of the availability of the Cytomx Space (“ Cytomx Space Availability Notice ”), or any portion thereof, with respect to which the Cytomx Lease has or will terminate or expire (each such portion becoming available for lease from time to time, an “ Identified Cytomx Space ”), which Landlord will use reasonable efforts to provide to Tenant within a reasonable period after Landlord has certainty that any Identified Cytomx Space will be available for lease by Tenant. Tenant’s right to receive an Cytomx Space Availability Notice for each Identified Cytomx Space that may become available for lease, from time to time, pursuant to this Section 39(c) is hereinafter referred to as the “ Cytomx Space Expansion Right .” Within 10 business days after Tenant’s receipt of an Cytomx Space Availability Notice, Tenant shall deliver to Landlord written notice (the “ Cytomx Space Acceptance Notice ”) if Tenant elects to lease the Identified Cytomx Space identified in the Cytomx Space Availability Notice. If Tenant elects to lease such Identified Cytomx Space by delivering an Cytomx Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to have agreed to lease the Identified Cytomx Space on the same terms and conditions as this Lease, except that (i) if the expiration or earlier termination of the Cytomx lease with respect to the Identified Cytomx Space occurs prior to the Expansion Right Expiration Date, the terms set forth in Section 39(a) with respect to the Expansion Space shall apply with respect to the Cytomx Space, and (ii) if the expiration or earlier termination of the Cytomx lease with respect to the Identified Cytomx Space occurs after the Expansion Right Expiration Date, the terms set forth in Section 39(b) with respect to the Expansion Space shall apply to the Identified Cytomx Space. Tenant’s failure to timely deliver an Cytomx Space Acceptance Notice to Landlord shall be deemed to be an election by Tenant not to exercise its Cytomx Space Expansion Right with respect to the Identified Cytomx Space identified in such notice pursuant to this Section 39(c) , in which case Tenant shall have no further rights under this Section 39(c) with respect to such Identified Cytomx Space, and Landlord shall thereafter, and for the duration of the Term of this Lease, have the right to lease such Identified Cytomx Space to any third party on any terms and conditions acceptable to Landlord, subject, however, to Tenant’s rights under Section 39(a) and Section 39(b) , and without affecting Tenant’s on-going rights to receive an Cytomx Space Availability Notice with respect to other portions of the Cytomx Space that become available for lease.

d. Amended Lease . Following Tenant’s timely delivery to Landlord of a Space Acceptance Notice, Identified Space Acceptance Notice or Cytomx Space Acceptance Notice, as applicable, if, after the expiration of a period of 10 business days from Landlord’s delivery to Tenant of a lease amendment or lease agreement which is generally consistent with the terms set forth in Section 39(a) , Section 39(b) or Section 39(c) , as applicable, Tenant fails to execute such a lease amendment or lease agreement for the applicable Expansion Space, Identified Space or Identified Cytomx Space, and such failure is not cured within 5 business days following receipt of Landlord’s notice of Tenant’s failure to execute such lease amendment or lease agreement, Tenant shall be deemed to have forever waived its right to lease the applicable Expansion Space, Identified Space or Identified Cytomx Space.

e. Exceptions . Notwithstanding anything set forth above to the contrary, at Landlord’s option, the Expansion Right, the One-Time Expansion Right and the Cytomx Space Expansion Right, respectively, shall not be in effect and Tenant may not exercise the Expansion Right, the One-Time Expansion Right and the Cytomx Space Expansion Right, respectively:


6

(i) during any period of time that Tenant is in Default under any provision of the Lease; or

f. Termination . The Expansion Right, the One-Time Expansion Right and the Cytomx Space Expansion Right, respectively, shall, at Landlord’s option, terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Expansion Right, the One-Time Expansion Right or the Cytomx Space Expansion Right, respectively, if, after such exercise, but prior to the commencement date of the lease of such Expansion Space or Cytomx Space, as applicable, (i) Tenant fails to timely cure any default by Tenant under the Lease (after applicable notice and cure periods); or (ii) Tenant has Defaulted 3 or more times during the period from the date of the exercise of the Expansion Right, the One-Time Expansion Right or the Cytomx Space Expansion Right, respectively, to the date of the commencement of the lease of the Expansion Space or Cytomx Space, as applicable, whether or not such Defaults are cured.

g. Rights Personal . The Expansion Right, the One-Time Expansion Right and the Cytomx Space Expansion Right are personal to Tenant and are not assignable without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this Lease.

h. No Extensions . The period of time within which any the Expansion Right, the One-Time Expansion Right and the Cytomx Space Expansion Right may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Expansion Right, the One-Time Expansion Right or the Cytomx Space Expansion Right, respectively.”

10.

Right to Extend Term . Tenant shall have the right to extend the Term of the Lease upon the following terms and conditions:

a. Extension Rights . Tenant shall have 2 consecutive rights (each, an “ Extension Right ”) to extend the term of this Lease for 5 years each (each, an “ Extension Term ”) on the same terms and conditions as the Lease (other than with respect to Base Rent , Work Letter and the EP TI Allowance) by giving Landlord written notice of its election to exercise each Extension Right (the “ Extension Notice ”) at least 9 months, and not more than 15 months, prior to the expiration of the Base Term of the Lease or the expiration of any prior Extension Term. Notwithstanding anything to the contrary contained herein, in no event shall Tenant have the right to exercise the second Extension Right hereunder unless Tenant is leasing and occupying the entire Building at the time of Tenant’s election to exercise such second Extension Right and upon the commencement of the second Extension Term.

Upon the commencement of any Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the commencement of such Extension Term by a percentage as determined by Landlord and agreed to by Tenant at the time the Market Rate is determined. As used herein, “ Market Rate ” shall mean the then market rental rate (including annual increases, if applicable) for space of comparable size and quality (including all Alterations and other improvements) in Class A laboratory buildings in the South San Francisco area for a comparable term, taking into account all relevant factors, including tenant inducements, parking costs, leasing commissions, allowances or concessions, if any, at the time of Tenant’s exercise of the applicable Extension Right. The Market Rate may, at Tenant’s written election set forth in the Extension Notice, incorporate a $10.00 per rentable square foot tenant improvement allowance payable by Landlord


7

for cosmetic refurbishment of the Premises during the applicable Extension Term (provided that such tenant improvement allowance shall be taken into consideration in determining the Market Rate). There shall be no Landlord supervisory fee for such refurbishment. Between the date of Landlord’s receipt of the Extension Notice and that date which is ninety (90) days thereafter (the “ Extension Rent Negotiation Period ”), the parties shall attempt in good faith to determine the Market Rate for the Premises during the applicable Extension Term; and if Landlord and Tenant are unable in good faith to agree, in their respective sole discretion, upon a mutually satisfactory Market Rate (including annual Base Rent increases) by the expiration of the Extension Rent Negotiation Period, then the Market Rate will be determined in accordance with the arbitration method as described in Section 10(b) of this First Amendment.

b. Arbitration.

(i) Within 10 days of Tenant’s notice to Landlord of its election (or deemed election) to arbitrate Market Rate and escalations, each party shall deliver to the other a proposal containing the Market Rate and escalations that the submitting party believes to be correct (“ Extension Proposal ”). If either party fails to timely submit an Extension Proposal, the other party’s submitted proposal shall determine the Base Rent and escalations for the Extension Term. If both parties submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and make a good faith attempt to mutually appoint a single Arbitrator (and defined below) to determine the Market Rate and escalations. If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other within 10 days after the meeting, select an Arbitrator. If either party fails to timely give notice of its selection for an Arbitrator, the other party’s submitted proposal shall determine the Base Rent for the Extension Term. The 2 Arbitrators so appointed shall, within 5 business days after their appointment, appoint a third Arbitrator. If the 2 Arbitrators so selected cannot agree on the selection of the third Arbitrator within the time above specified, then either party, on behalf of both parties, may request such appointment of such third Arbitrator by application to any state court of general jurisdiction in the jurisdiction in which the Premises are located, upon 10 days prior written notice to the other party of such intent.

(ii) The decision of the Arbitrator(s) shall be made within 30 days after the appointment of a single Arbitrator or the third Arbitrator, as applicable. The decision of the single Arbitrator shall be final and binding upon the parties. The average of the two closest Arbitrators in a three Arbitrator panel shall be final and binding upon the parties. Each party shall pay the fees and expenses of the Arbitrator appointed by or on behalf of such party and the fees and expenses of the third Arbitrator shall be borne equally by both parties. If the Market Rate and escalations are not determined by the first day of the Extension Term, then Tenant shall pay Landlord Base Rent in an amount equal to the Base Rent in effect immediately prior to the Extension Term. After the determination of the Market Rate and escalations, the parties shall make any necessary adjustments to such payments made by Tenant. Landlord and Tenant shall then execute an amendment recognizing the Market Rate and escalations for the Extension Term.

(iii) An “ Arbitrator ” shall be any person appointed by or on behalf of either party or appointed pursuant to the provisions hereof and: (i) shall be (A) a member of the American Institute of Real Estate Appraisers with not less than 10 years of experience in the appraisal of improved office and high tech industrial real estate in the greater South San Francisco metropolitan area, or (B) a licensed commercial real estate broker with not less than 15 years experience representing landlords and/or tenants in the leasing of biotech or life sciences wet lab R&D space in the greater South San Francisco metropolitan area, (ii) devoting substantially all of their time to professional appraisal or brokerage work, as applicable, at the time of appointment and (iii) be in all respects impartial and disinterested.


8

c. Rights Personal . Extension Rights are personal to Tenant and are not assignable without Landlord’s consent, which may be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of the Lease.

d. Exceptions . Notwithstanding anything set forth above to the contrary, Extension Rights shall, at Landlord’s option, not be in effect and Tenant may not exercise any of the Extension Rights:

(i) during any period of time that Tenant is in Default under any provision of the Lease; or

(ii) if Tenant has been in Default under any provision of this Lease 3 or more times, whether or not the Defaults are cured, during the 12 month period immediately prior to the date that Tenant intends to exercise an Extension Right, whether or not the Defaults are cured.

e. No Extensions . The period of time within which any Extension Rights may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Extension Rights.

f. Termination . The Extension Rights shall, at Landlord’s option, terminate and be of no further force or effect even after Tenant’s due and timely exercise of an Extension Right, if, after such exercise, but prior to the commencement date of an Extension Term, (i) Tenant fails to timely cure any default by Tenant under this Lease; or (ii) Tenant has Defaulted 3 or more times during the period from the date of the exercise of an Extension Right to the date of the commencement of the Extension Term, whether or not such Defaults are cured.

11.

Early Termination Right . Section 40 of the Lease is hereby deleted in its entirety and of no further force or effect and Tenant has no termination right with respect to the Original Premises.

12.

Expansion Premises Early Termination Right . Tenant shall have the right to terminate the Lease (“ EP Termination Right ”) with respect to all or any portion of the Expansion Premises that Tenant has not otherwise been identified as Lock-In Space (“ EP Termination Space ”), effective as June 1, 2012 (“ EP Early Termination Date ”); provided, however, that Tenant delivers to Landlord a written notice (“ EP Termination Notice ”) of its exercise of its EP Termination Right no later than May 1, 2012, which EP Termination Notice shall specifically identify the EP Termination Space. If Tenant timely and properly exercises the EP Termination Right, Tenant shall vacate the EP Termination Space and deliver possession thereof to Landlord in the condition required by the terms of the Lease on or before the EP Early Termination Date and Tenant shall have no further obligations under the Lease with respect to the EP Termination Space except for those accruing prior to the EP Early Termination Date and those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease. If Tenant does not deliver to Landlord the EP Termination Notice within the time period provided for in this paragraph, Tenant shall be deemed to have waived its EP Termination Right. Any portion of the Expansion Premises that does not constitute EP Termination Space as of the EP Early Termination Date shall remain a part of the Premises and be referred to as “ Remaining Expansion Premises .” If Tenant exercises its EP Termination Right, the Lease shall be amended so as to (i) reflect to reduced square footage of the Premises in the definitions of “ Premises ” and “ Rentable Area of Premises ,” and (ii) appropriately adjust the amounts set forth in the definitions of “ Tenant’s Share of Operating Expenses of Building ” and “ Tenant’s Share of Operating Expenses of Project .” Notwithstanding anything to the contrary contained herein, Tenant hereby waives its EP Termination Right with respect to that portion of the Expansion Premises known as Room 3029 and Room 3032, as shown on Exhibit A attached to this First Amendment as Lock-In Space (“ Initial Lock-In Space ”), and Tenant acknowledges and agrees that such Initial Lock-In Space shall remain part of the Premises following the EP Early Termination Date.


9

If Tenant exercises its EP Termination Right with respect to only a portion of the Expansion Premises, Landlord shall, at Landlord’s sole cost and expense, (a) construct a demising wall and/or door (and related improvements), as reasonably determined by Landlord, in a location reasonably determined by Landlord to demise the Remaining Expansion Premises from the EP Termination Space, and (b) in the event that Tenant exercises the EP Termination Right with respect to either or both of the laboratory spaces identified as Rooms 3026 or 3028 on Exhibit A attached hereto, the Initial Lock-In Space (and Room 3028, if included in the Remaining Expansion Premises) shall be demised from the adjacent laboratory space included in the EP Termination Space, by means of a locking door (collectively, the “ EP Demising Improvements ”). Landlord shall use reasonable efforts to substantially complete the EP Demising Improvements no later than June 1, 2012. Tenant acknowledges that Landlord may require access to portions of the Remaining Expansion Premises after the EP Early Termination Date in order to complete the EP Demising Improvements. Landlord and its contractors and agents shall have the right to enter the Remaining Expansion Premises after the EP Early Termination Date in order to complete the EP Demising Improvements and Tenant shall cooperate with Landlord in connection with the same. Tenant acknowledges that Landlord’s completion of the EP Demising Improvements may adversely affect Tenant’s use and occupancy of portions of the Premises, subject to Landlord’s duty to act reasonably to mitigate such adverse effects on Tenant’s use and enjoyment thereof. Landlord agrees to use reasonable efforts to perform the EP Demising Improvements in a manner which does not unreasonably interfere with or cause a material disturbance of Tenant’s use and enjoyment of the Premises and to cooperate and coordinate with Tenant to schedule any activities which are reasonably likely to cause a material disturbance with Tenant’s use or enjoyment of the Premises in order for Tenant to reasonably mitigate such interference; provided, however, that Tenant recognizes that construction noise and vibrations associated with normal construction activities are to be expected during the course of the EP Demising Improvements. Notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete the EP Demising Improvements unless the work of the Demising Improvements cannot be performed during normal business hours without material interference with Tenant use of the Premises. Tenant waives all claims against Landlord in connection with EP Demising Improvements including, without limitation, claims for rent abatement.

13.

Exclusive Signage Rights . Notwithstanding anything to the contrary contained in Section 38 of the Lease, if at any time during the Term Tenant is leasing all of the rentable space in the Building, Tenant’s signage rights under Section 38 shall be exclusive to Tenant. The foregoing shall not affect Tenant existing signage rights under the Lease as of the date of this First Amendment.

14.

Waiver of Right to Space . Tenant hereby revokes that certain 650 Gateway Boulevard Space Acceptance Notice from Tenant to Landlord dated September 8, 2011, and waives all of its rights under Section 39 of the Lease with respect to that certain Pending Deal Notice to Tenant dated August 25, 2011 (“ August 25 ^th Notice ”) to expand the Premises to include the Identified Space (as defined in the in the August 25 ^th Notice) to Cytomx. Tenant acknowledges and agrees that Landlord may lease such Identified Space (as defined in the August 25 ^th Notice) to Cytomx on terms and conditions acceptable to Landlord (but subject to Tenant’s future Expansion Rights therein as set forth in Section 39 of the Lease, as modified by Section 9 of this First Amendment).

15.

Brokers . Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with the transaction reflected in this First Amendment and that no Broker brought about this transaction, other than Cassidy Turley BT Commercial and UGL representing the Tenant (“ Tenant’s Broker ”) and Cornish & Carey representing the Landlord (“ Landlord’s Broker ”). Except for the brokerage fees of Tenant’s Broker and Landlord’s Broker, which shall be paid by Landlord pursuant to a separate written agreement with such Brokers, Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.


10

16.

Miscellaneous .

a. This First Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This First Amendment may be amended only by an agreement in writing, signed by the parties hereto.

b. This First Amendment is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders.

c. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this First Amendment attached thereto.

d. Except as amended and/or modified by this First Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this First Amendment. In the event of any conflict between the provisions of this First Amendment and the provisions of the Lease, the provisions of this First Amendment shall prevail. Whether or not specifically amended by this First Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this First Amendment.

[Signatures are on the next page.]


11

IN WITNESS WHEREOF , the parties hereto have executed this First Amendment as of the day and year first above written.


TENANT:

ELAN PHARMACEUTICALS, INC., a Delaware corporation

By:		/s/ Doug Love
Its:		EVP, Head of Tysabri Business & Alliance
Management

LANDLORD:

ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability corporation

By:		ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, managing member

		By: ARE-QRS CORP., a Maryland corporation, general partner

		By: /s/ Eric S. Johnson
		Its: Vice President Real Estate Legal Affairs


12

EXHIBIT A

The Expansion Premises

LOGO


A-1

LOGO


A-2

EXHIBIT B

Expansion Premises Work Letter

THIS EXPANSION PREMISES WORK LETTER dated November 18, 2011 (this “ Expansion Premises Work Letter ”) is made and entered into by and between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation, and is attached to and made a part of that certain Lease Agreement dated as of March 18, 2010, as amended by that certain Letter Agreement dated as of March 18, 2010, and as further amended by that certain First Amendment to Lease dated as of the date hereof (as amended, the “ Lease ”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.

1. General Requirements .

(a) Tenant’s Authorized Representative . Tenant designates Rick Smith (“ Tenant’s Representative ”) as the only person authorized to act for Tenant pursuant to this Expansion Premises Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication (“ Communication ”) from or on behalf of Tenant in connection with this Expansion Premises Work Letter unless such Communication is in writing from Tenant’s Representative. Tenant may change Tenant’s Representative at any time upon not less than 5 business days advance written notice to Landlord.

(b) Landlord’s Authorized Representative . Landlord designates Todd Miller, Catie Paton and Rob Kain (any such individual acting alone, “ Landlord’s Representative ”) as the only persons authorized to act for Landlord pursuant to this Expansion Premises Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Expansion Premises Work Letter unless such Communication is in writing from Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant.

2. Tenant Improvements .

(a) Tenant Improvements Defined . As used herein, “ Tenant Improvements ” shall mean all improvements to the Expansion Premises of a fixed and permanent nature as shown on the TI Construction Drawings, as defined in Section 2(c) below. Other than funding the TI Allowance (as defined below) as provided herein, Landlord shall not have any obligation whatsoever with respect to the finishing of the Expansion Premises for Tenant’s use and occupancy. Landlord and Tenant acknowledge and agree that Tenant may elect not to construct all of the Tenant Improvements at one time, and that Tenant may construct portions of the Tenant Improvements in the Initial Lock-In Space, any additional Lock-In Space added thereto prior to the EP Early Termination Date, and the Remaining Expansion Space in one or more phases, and that the process for approval and completion set forth below may need to be repeated on more than one occasion for such separate phases of the Tenant Improvements.

(b) Tenant’s Space Plans . Tenant shall deliver to Landlord schematic drawings and outline specifications (the “ Space Plans ”) detailing Tenant’s requirements for each phase of the Tenant


B-1

Improvements prior to the commencement by Tenant of the construction of such portion of the Tenant Improvements. Not more than 15 days thereafter, Landlord shall deliver to Tenant the written objections, questions or comments of Landlord and the TI Architect with regard to such Space Plans. Tenant shall cause the Space Plans to be revised to address such written comments and shall resubmit said drawings to Landlord for approval within 15 days thereafter. Such process shall continue until Landlord has approved the Space Plans for the applicable phase of the Tenant Improvements.

(c) Working Drawings . Not later than 30 days following the approval of the Space Plans by Landlord, Tenant shall cause the TI Architect to prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the applicable Tenant Improvements (“ TI Construction Drawings ”), which TI Construction Drawings shall be prepared substantially in accordance with the Space Plan. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for such portion of the Tenant Improvements. Landlord shall deliver its written comments on the TI Construction Drawings to Tenant not later than 10 business days after Landlord’s receipt of the same; provided, however, that Landlord may not disapprove any matter that is consistent with the applicable Space Plan. Tenant and the TI Architect shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Landlord how Tenant proposes to respond to such comments. Any disputes in connection with such comments shall be resolved in accordance with Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the applicable Space Plan, Landlord shall approve the TI Construction Drawings submitted by Tenant. Once approved by Landlord, subject to the provisions of Section 4 below, Tenant shall not materially modify the Landlord-approved TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in Section 3(a) below).

(d) Approval and Completion . If any dispute regarding the design of any portion of the Tenant Improvements is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant may make the final decision regarding the design of disputed portion of the Tenant Improvements, provided (i) Tenant acts reasonably and such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, (ii) that all costs and expenses resulting from any such decision by Tenant shall be payable out of the TI Allowance (as defined in Section 5(a) below), and (iii) Tenant’s decision will not affect the structural components of the Building or any Building Systems. Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof. Notwithstanding anything to the contrary contained herein, Landlord shall have the right to make final decisions, in Landlord’s sole and absolute subjective discretion, with respect to matters concerning the exterior components, site work, façade or other structural components of the Building or any Building System.

3. Performance of the Tenant Improvements .

(a) Commencement and Permitting of the Tenant Improvements . Tenant shall commence construction of the Tenant Improvements, and each phase thereof, upon obtaining and delivering to Landlord a building permit (the “ TI Permit ”) authorizing the construction thereof consistent with the TI Construction Drawings approved by Landlord. The cost of obtaining each TI Permit required for the Tenant Improvements shall be payable from the TI Allowance. Landlord shall assist Tenant in obtaining such TI Permit(s). Prior to the commencement of any portion of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors (including the TI Architect), and certificates of insurance from any contractor performing any part of the Tenant Improvement evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above.


B-2

(c) Tenant Liability . Tenant shall be responsible for correcting any deficiencies or defects in the Tenant Improvements.

(d) Substantial Completion . Tenant shall substantially complete or cause to be substantially completed the Tenant Improvements in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature which do not interfere with the use of the Expansion Premises (“ Substantial Completion ” or “ Substantially Complete ”). Upon Substantial Completion of the Tenant Improvements, and each phase thereof, Tenant shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“ AIA ”) document G704. For purposes of this Expansion Premises Work Letter, “ Minor Variations ” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comport with good design, engineering, and construction practices which are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Tenant Improvements.

4. Changes . Any material changes requested by Tenant to the Tenant Improvements as depicted in any TI Construction Drawings approved by Landlord, shall be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.

(a) Tenant’s Right to Request Changes . If Tenant shall request changes to any Landlord-approved TI Construction Drawings (“ Changes ”), Tenant shall request such Changes by notifying Landlord in writing in substantially the same form as the AIA standard change order form (a “ Change Request ”), which Change Request shall detail the nature and extent of any such Change. Such Change Request must be signed by Tenant’s Representative. Landlord shall review and approve or disapprove such Change Request within 10 business days thereafter, provided that Landlord’s approval shall not be unreasonably withheld, conditioned or delayed.

5. Costs .

(a) Budget For Tenant Improvements . Before the commencement of construction of each phase of the Tenant Improvements, Tenant shall obtain a detailed breakdown, by trade, of the costs incurred or that will be incurred, in connection with the design and construction of such phase of the Tenant Improvements (the “ Budget ”) and a schedule for Tenant’s performance and completion of such Tenant Improvements (the “ Schedule ”), and shall deliver a copy of each of the Budget and Schedule to Landlord for Landlord’s approval, which shall not be unreasonably withheld or delayed. The Budget shall be based upon the TI Construction Drawings approved by Landlord and shall include a payment to Landlord of administrative rent (“ Administrative Rent ”) in the amount of Landlord’s reasonable out-of-pocket costs and expenses associated with Landlord’s engineering and architectural review of the Space Plans and TI Construction Drawings (and any Changes thereto) for any Tenant Improvements that affect the exterior components, site work, façade or other structural components of the Building or any Building System, all of which shall be payable from the TI Allowance.


B-3

(b) TI Allowance . Landlord shall provide to Tenant a tenant improvement allowance (collectively, the “ TI Allowance ”) as follows:

1. a “ Tenant Improvement Allowance ” in the maximum amount of $20.00 per rentable square foot in the Expansion Premises, which is included in the Base Rent set forth in the Lease; and

2. an “ Additional Tenant Improvement Allowance ” in the maximum amount of $25.00 per rentable square foot in the office portion of the Expansion Premises (consisting of approximately 7,074 rentable square feet), which is included in the Base Rent set forth in the Lease.

The amount of the TI Allowance shall be as provided above, provided that no TI Costs (as defined in Section 5(c) below) expended for Tenant Improvements in the Expansion Premises shall be reimbursed by Landlord prior to the EP Early Termination Date except for those TI Costs incurred by Tenant for Tenant Improvements in the Initial Lock-In Space, and any other Lock-In Space for which Landlord receives a waiver of Tenant’s EP Termination Right prior to the EP Early Termination Date (not to exceed, however, that portion of the TI Allowance allocated to the square footage of the entire Lock-In Space (as provided above) prior to the EP Early Termination Date, the “ Lock-In Space TI Allowance ”). In addition to Tenant’s right to apply the Lock-In Space TI Allowance to any phase of the Tenant Improvements constructed in the Lock-In Space prior to the EP Early Termination Date, following the EP Early Termination Date, if Tenant so requests, Landlord shall reimburse Tenant for those excess TI Costs incurred by Tenant with respect to those Tenant Improvements made to the Lock-In Space prior to the EP Early Termination Date, if any, up to the full amount of the remaining undisbursed TI Allowance. Similarly, any portion of the TI Allowance that is not fully disbursed for the Tenant Improvements in the Lock-In Space prior to the EP Early Termination Date may be utilized by Tenant for TI Costs anywhere in the Remaining Expansion Premises following the EP Early Termination Date.

The TI Allowance, which may be disbursed to Tenant in multiple phases, shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any Changes pursuant to Section 4 . Tenant shall have no right to any portion of the TI Allowance that is not disbursed before November 30, 2015.

(c) Includable TI Costs . The TI Allowance shall be used solely for the payment of design, permits and construction costs in connection with the construction of the Tenant Improvements, including, without limitation, the cost of electrical power and other utilities used in connection with the construction of the Tenant Improvements, the cost of preparing the Space Plan and the TI Construction Drawings, all costs set forth in the Budget, including Landlord’s Administrative Rent, and the cost of Changes (collectively, “ TI Costs ”). Notwithstanding anything to the contrary contained herein, the TI Allowance shall not be used to purchase any furniture, personal property or other non-Building system materials or equipment, including, but not limited to, Tenant’s voice or data cabling, non-ducted biological safety cabinets and other scientific equipment not incorporated into the Tenant Improvements.


B-4

Improvements constructed in the Lock-In Space prior to the EP Early Termination Date, the percentage that the Lock-In Space TI Allowance bears to the applicable Budget), as the same may be amended from time to time, up to the amount of the TI Allowance actually incurred by Tenant, not more frequently than once a month, against a draw request in Landlord’s standard form, containing evidence of payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the last phase of construction of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work of the Tenant Improvements, and final, unconditional lien waivers from all such contractors and first tier subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Remaining Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting such Tenant Improvements.

6. Miscellaneous .

(a) Consents . Whenever consent or approval of either party is required under this Expansion Premises Work Letter, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth herein to the contrary.

(b) Modification . No modification, waiver or amendment of this Expansion Premises Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.


B-5

Exhibit 10.8

SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE (this “ Second Amendment ”) is made as of June 1, 2012 (the “ Effective Date” ), by and between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation (“ Tenant ”).

RECITALS

A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 18, 2010 (the “ Original Lease ”), as amended by that certain Letter Agreement dated as of March 18, 2010, and as further amended by that certain First Amendment to Lease dated as of November 18, 2011 (“ First Amendment ”) (as amended, the “ Lease ”). Pursuant to the Lease, Tenant leases certain premises consisting of approximately 36,441 rentable square feet, consisting of (i) that portion of the Premises containing approximately 26,299 rentable square feet (the “ Original Premises ”), and (ii) that portion of the Premises containing approximately 10,142 rentable square feet (the “ Expansion Premises ”), in a building located at 650 Gateway Boulevard, South San Francisco, California. The exact location and floor plan depiction of the Original Premises and the Expansion Premises are more particularly set forth in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.

B. Tenant has elected to exercise its EP Termination Right with respect the EP Termination Space identified in Tenant’s EP Termination Notice dated April 24, 2012, which was delivered to Landlord in accordance with Section 12 of the First Amendment. The EP Termination Space identified in Tenant’s EP Termination Notice consists of all of the Expansion Premises other than the Initial Lock-In Space (consisting of approximately 1,251 rentable square feet, which shall hereinafter be referred to as the “ Additional Premises ,” with respect to which Tenant waived the EP Termination Right pursuant to the terms and conditions of the First Amendment).

C. Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, terminate the Lease with respect to the certain EP Termination Space identified in Tenant’s EP Termination Notice, consisting of approximately 8,891 rentable square feet of the Expansion Premises as identified on Exhibit A attached hereto and incorporated herein (which is sometimes hereinafter referred to as the “ Surrender Space ”), as of the Effective Date of this Second Amendment.

1.	Definition of Premises . Commencing on the Effective Date of this Second Amendment, the defined term “ Premises ” on page 1 of the Lease is deleted in its entirety and replaced with the following:

“ Premises: That portion of the Building containing approximately 27,550 rentable square feet, consisting of (i) a portion of the Building containing approximately 26,299 rentable square feet (the “ Original Premises ”), and (ii) a portion of the Building containing approximately 1,251 rentable square feet (the “ Additional Premises ”), all as determined by Landlord, as shown on Exhibit A .”

As of the Effective Date of this Second Amendment, the Premises depiction of the Premises on the First Floor of the Building in the Original Lease, attached as the first (1 ^st ) page of Exhibit A to the Original Lease, is hereby deleted and replaced with the depiction attached hereto as Exhibit B .


1

2.	Base Rent .

a. Original Premises . Tenant shall continue to pay Base Rent for the Original Premises as provided for in the Lease through the expiration of the Base Term of the Lease.

b. Expansion Premises . Commencing on June 1, 2012, Tenant shall commence paying Base Rent for the Additional Premises at the same rate per rentable square foot that Tenant is paying for the Original Premises, as increased pursuant to the schedule set forth on pages 1 and 2 of the Lease.

3.	Rentable Area of the Premises . Commencing on the Effective Date of this Second Amendment, the defined term “ Rentable Area of the Premises ” on page 2 of the Lease is deleted in its entirety and replaced with the following:

“ Rentable Area of the Premises: 27,550 sq. ft.”

Tenant’s Share . Commencing on the Effective Date of this Second Amendment, the defined terms “ Tenant’s Share of Operating Expenses of Building ” and “ Tenant’s Share of Operating Expenses of Project ” on page 2 of the Lease are deleted in their entirety and replaced with the following:

“ Tenant’s Share of Operating Expenses of Building: 54.66%

Tenant’s Share of Operating Expenses of Project: 18.25%”

Notwithstanding anything to the contrary contained herein, pursuant to Section 8 of the First Amendment, Tenant shall not be required to pay Operating Expenses with respect to the Additional Premises only until June 1, 2012, on which date Tenant shall commence paying Operating Expenses with respect to the entire Premises.

5.	Base Term . Commencing on the Effective Date of this Second Amendment, the defined term “ Base Term ” on page 2 of the Lease is deleted in its entirety and replaced with the following:

“ Base Term: A term beginning (i) with respect to the Original Premises, on the Commencement Date, and (ii) with respect to the Additional Premises, on the Expansion Premises Commencement Date, and ending with respect to the entire Premises on November 30, 2020.”

Surrender of the Surrender Space . Landlord hereby acknowledges and agrees that Tenant has vacated the Surrender Space as of the Effective Date of this Second Amendment in the condition required for surrender of the EP Termination Space pursuant to Section 12 of the First Amendment. Tenant hereby surrenders to Landlord, and Landlord hereby accepts from Tenant, exclusive possession of the Surrender Space as of the Effective Date of this Second Amendment, and Landlord and Tenant agree that, from and after the Effective Date of this Second Amendment, Tenant shall have no further rights (except as otherwise set forth in the First Amendment with respect to future expansion), duties or obligations of any kind with respect to the Surrender Space pursuant to its leasing thereof as part of the Expansion Premises. Notwithstanding the foregoing, those provisions of the Lease which expressly survive the termination of the Lease shall survive the surrender of the Surrender Space and termination of the Lease with respect to the Surrender Space as provided for herein. Pursuant to Tenant’s representation that no Tenant HazMat Operations occurred in the Surrender Space during


2

Tenant’s possession thereof, Landlord hereby waives any obligation of Tenant to perform the inspections associated with, and to deliver, a Surrender Plan for the Surrender Space only. Any personal property of Tenant remaining in the Surrender Space after the Effective Date of this Second Amendment is hereby agreed to be abandoned by Tenant and may be disposed of by Landlord, in Landlord’s sole discretion, without obligation or liability of any kind to Tenant.

EP Demising Improvements . At Landlord’s sole cost and expense, the Additional Premises shall be demised from those portions of the Surrender Space known as Rooms 3026 and 3028 (“ Demisable Space ”), by means of a locking door or wall, as reasonably requested by Tenant, subject to Landlord’s approval of such request, which shall not be unreasonably withheld, conditioned or delayed (collectively, the “ EP Demising Improvements ”), which EP Demising Improvements shall be completed in a good and workmanlike manner, and shall insulate against the transmission of normal laboratory sounds between the Additional Premises and the Demisable Space, consistent with the existing demising improvements of the Premises, prior to any occupancy of the Demisable Space by a third party. Tenant acknowledges that Tenant shall have no right to use any portion of the Demisable Space and agrees not to occupy or store any of its property in the Demisable Space at any time during the Term. Tenant acknowledges that Landlord may require access to portions of the Additional Premises after the Effective Date of this Second Amendment in order to complete the EP Demising Improvements. Landlord and its contractors and agents shall have the right to enter the Additional Premises after the Effective Date of this Second Amendment, following not less than ten (10) business days advance written notice to Tenant, and only to the extent required to complete the EP Demising Improvements and Tenant shall cooperate with Landlord in connection with the same. Tenant acknowledges that Landlord’s completion of the EP Demising Improvements may adversely affect Tenant’s use and occupancy of portions of the Premises, subject to Landlord’s duty to act reasonably to mitigate such adverse effects on Tenant’s use and enjoyment thereof. Landlord agrees to use reasonable efforts to perform the EP Demising Improvements in a manner which does not unreasonably interfere with or cause a material disturbance of Tenant’s use and enjoyment of the Premises and to cooperate and coordinate with Tenant to schedule any activities which are reasonably likely to cause a material disturbance with Tenant’s use or enjoyment of the Premises in order for Tenant to reasonably mitigate such interference; provided, however, that Tenant recognizes that construction noise and vibrations associated with normal construction activities are to be expected during the course of the EP Demising Improvements. Notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to incur any additional or overtime costs to complete the EP Demising Improvements unless the work of the EP Demising Improvements cannot be performed during normal business hours without material interference with Tenant use of the Premises. Tenant waives all claims against Landlord in connection with EP Demising Improvements including, without limitation, claims for rent abatement.

8.	Expansion Premises Early Termination Right . Section 12 of the First Amendment is hereby deleted in its entirety and of no further force or effect.

10.

Miscellaneous .

a. This Second Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Second Amendment may be amended only by an agreement in writing, signed by the parties hereto.


3

b. This Second Amendment is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders.

c. This Second Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Second Amendment attached thereto.

d. Except as amended and/or modified by this Second Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this Second Amendment. In the event of any conflict between the provisions of this Second Amendment and the provisions of the Lease, the provisions of this Second Amendment shall prevail. Whether or not specifically amended by this Second Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Second Amendment.

[Signatures are on next page]


4

IN WITNESS WHEREOF , the parties hereto have executed this Second Amendment as of the day and year first above written.


TENANT:

ELAN PHARMACEUTICALS, INC., a Delaware corporation

By:		/s/ Doug Love
Its:		EVP, Head of Tysabri Business & Alliance
Management



LANDLORD:

ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability corporation

By:		ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, managing member

		By: ARE-QRS CORP., a Maryland corporation, general partner


5

Exhibit A

Surrender Space Depiction

LOGO

Exhibit B

Premises Depiction following Effective Date of Second Amendment

LOGO


B-1

LOGO


B-2

Exhibit 10.9

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE (this “ Third Amendment ”) is made as of October 3, 2012 (the “ Effective Date” ), by and between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation (“ Tenant ”).

RECITALS

A. Landlord and Tenant are parties to that certain Lease Agreement dated as of March 18, 2010, as amended by that certain Letter Agreement dated as of March 18, 2010, as further amended by that certain First Amendment to Lease dated as of November 18, 2011, and as further amended by that certain Second Amendment to Lease dated June 1, 2012 (as amended, the “ Lease ”). Pursuant to the Lease, Tenant leases certain premises consisting of approximately 27,550 rentable square feet (the “ Existing Premises ”) in a building located at 650 Gateway Boulevard, South San Francisco, California (“ Building ”). The Existing Premises are comprised of (i) that certain portion of the Building containing approximately 26,299 rentable square feet (the “ Original Premises ,” as shown on Exhibit A to the Lease), and (ii) that certain portion of the Building containing approximately 1,251 rentable square feet (the “ Additional Premises ,” as shown on Exhibit A to the Lease). Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.

B. Tenant desires to expand the Existing Premises to include that certain portion of the Building consisting of approximately 8,891 rentable square feet, as shown on Exhibit A attached hereto (‘ Second Expansion Premises ”).

C. Landlord and Tenant desire to and hereby amend Section 39(a) of the Lease in connection with Tenant’s Expansion Right with respect to the Second Expansion Premises to delete the requirement for the existence of a Pending Deal or the delivery to Tenant of a Pending Deal Notice so that Tenant may exercise its Expansion Right with respect to the Second Expansion Premises without the existence of a Pending Deal or the delivery to Tenant of a Pending Deal Notice.

D. Landlord and Tenant desire, subject to the terms and conditions set forth below, to amend the Lease to, among other things, expand the Existing Premises by adding the Second Expansion Space.

Second Expansion Premises . In addition to the Existing Premises, commencing on the Second Expansion Premises Commencement Date (as defined below), Landlord leases to Tenant, and Tenant leases from Landlord, the Second Expansion Premises. From and after the Second Expansion Premises Commencement Date, the Existing Premises and the Second Expansion Premises shall be collectively referred to as the “ Premises ”.

2.	Delivery . The “ Second Expansion Premises Commencement Date ” shall be 1 business day after the mutual execution and delivery of this Third Amendment by the parties. The “ Second Expansion Premises Rent Commencement Date ” shall be January 1, 2013.

Landlord shall deliver the Second Expansion Premises to Tenant with Landlord’s Work (as defined below) completed on the Second Expansion Premises Commencement Date. Following the Second Expansion Premises Commencement Date, Tenant shall have the right to construct Tenant Improvements (as defined in the Second Expansion Premises Work Letter attached to this Third Amendment as Exhibit B (“ Second EP Work Letter ”)) pursuant to the terms of the Second EP Work Letter.


1

Except as set forth in the Lease (including without limitation, Section 13 of the Lease), as modified by this Third Amendment and the Second EP Work Letter: (i) Tenant shall accept the Second Expansion Premises in their condition as of the Second Expansion Premises Commencement Date, subject to all applicable Legal Requirements; (ii) Landlord shall not have any obligation to Tenant for any existing defects in the Second Expansion Premises as of the Second Expansion Premises Commencement Date; and (iii) Tenant’s taking possession of the Second Expansion Premises shall be conclusive evidence that Tenant accepts the Second Expansion Premises in their condition at the time possession was taken.

Without limiting Landlord’s repair obligations under Section 13 of the Lease with respect to the entire Premises, for the period of 30 consecutive days after the Second Expansion Premises Commencement Date, Landlord shall, at its sole cost and expense (which shall not constitute an Operating Expense), be responsible for any repairs that are required to be made to the Building Systems serving the Second Expansion Premises, if the same were not in good working order as of the Second Expansion Premises Commencement Date.

Landlord shall deliver the Second Expansion Premises to Tenant with the following items (collectively, “ Landlord’s Work ”) completed: (i) replace any broken, stained or missing ceiling tiles, (ii) patch, repair and spot paint any scuffs or holes in the walls, (iii) wax VCT flooring if reasonably necessary, (iv) replace any broken light fixtures, and any cracked or broken windows or interior glass, and (v) repair any damage to existing casework such as broken drawers or doors; provided further, however, that Landlord shall not be required to repair items of normal wear and tear (i.e. surface scratches).

Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of all or any portion of the Second Expansion Premises, and/or the suitability of the Second Expansion Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Second Expansion Premises are suitable for the Permitted Use.

3.	Definition of Premises . Commencing on the Second Expansion Premises Commencement Date, the defined term “ Premises ” on page 1 of the Lease is deleted in its entirety and replaced with the following:

“ Premises: That portion of the Building containing approximately 36,441 rentable square feet, consisting of (i) a portion of the Building containing approximately 26,299 rentable square feet (the “ Original Premises ”), (ii) a portion of the Building containing approximately 1,251 rentable square feet (the “ Additional Premises ”), and (iii) a portion of the Building containing approximately 8,891 rentable square feet, all as determined by Landlord (“ Second Expansion Premises ”), as shown on Exhibit A .”

As of the Second Expansion Premises Commencement Date, Exhibit A to the Lease shall be amended to include the Second Expansion Premises as shown on Exhibit A attached to this Third Amendment.

4.	Base Term . Commencing on the Second Expansion Premises Commencement Date, the defined term “ Base Term ” on page 1 of the Lease is deleted in its entirety and replaced with the following:

“ Base Term: A term beginning (i) with respect to the Original Premises, on the Commencement Date, (ii) with respect to the Additional Premises, on the Expansion Premises


2

Commencement Date, and (iii) with respect to the Second Expansion Premises on the Second Expansion Premises Commencement Date, and ending with respect to the entire Premises on November 30, 2020.”

5.	Base Rent .

a. Existing Premises . Tenant shall continue to pay Base Rent for the Existing Premises as provided for in the Lease through the expiration of the Base Term of the Lease.

b. Second Expansion Premises . Commencing on the Second Expansion Premises Rent Commencement Date, Tenant shall commence paying Base Rent for the Second Expansion Premises at the same rate per rentable square foot that Tenant is paying for the Existing Premises, as increased pursuant to the schedule set forth on pages 1 and 2 of the Lease.

6.	Rentable Area of the Premises . Commencing on the Second Expansion Premises Commencement Date, the defined term “ Rentable Area of the Premises ” on page 2 of the Lease is deleted in its entirety and replaced with the following:

“ Rentable Area of the Premises: 36,441 sq. ft.”

Tenant’s Share . Commencing on the Second Expansion Premises Commencement Date, the defined terms “ Tenant’s Share of Operating Expenses of Building ” and “ Tenant’s Share of Operating Expenses of Project ” on page 2 of the Lease are deleted in their entirety and replaced with the following:

“ Tenant’s Share of Operating Expenses of Building: 72.30%

Tenant’s Share of Operating Expenses of Project: 24.14%”

Notwithstanding anything to the contrary contained herein, Tenant shall not be required to pay Operating Expenses with respect to the Second Expansion Premises for the period commencing on the Second Expansion Premises Commencement Date through December 31, 2012. Tenant shall commencing paying Operating Expenses with respect to the entire Premises on the Second Expansion Premises Rent Commencement Date.

Brokers . Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ Broker ”) in connection with the transaction reflected in this Third Amendment and that no Broker brought about this transaction, other than Cassidy Turley BT Commercial and UGL representing the Tenant (collectively, “ Tenant’s Broker ”) and Cornish & Carey Commercial/NKF representing the Landlord (“ Landlord’s Broker ”). Except for the brokerage fees of Tenant’s Broker and Landlord’s Broker, which shall be paid by Landlord pursuant to a separate written agreement with such Brokers, Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.

9.	Miscellaneous .

a. This Third Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This Third Amendment may be amended only by an agreement in writing, signed by the parties hereto.


3

b. This Third Amendment is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders.

c. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Third Amendment attached thereto.

d. Except as amended and/or modified by this Third Amendment, the Lease is hereby ratified and confirmed and all other terms of the Lease shall remain in full force and effect, unaltered and unchanged by this Third Amendment. In the event of any conflict between the provisions of this Third Amendment and the provisions of the Lease, the provisions of this Third Amendment shall prevail. Whether or not specifically amended by this Third Amendment, all of the terms and provisions of the Lease are hereby amended to the extent necessary to give effect to the purpose and intent of this Third Amendment.

[Signatures are on next page]


4

IN WITNESS WHEREOF , the parties hereto have executed this Third Amendment as of the day and year first above written.


TENANT:

ELAN PHARMACEUTICALS, INC., a Delaware corporation

By:		/s/ Alan Campion
Its:		Treasurer & CFO

LANDLORD:

ARE-SAN FRANCISCO NO. 33, LLC, a Delaware limited liability corporation



By:	ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership, managing member

	By:	ARE-QRS CORP., a Maryland corporation, general partner

		By:	/s/ Eric S. Johnson
		Its:	Vice President Real Estate Legal Affairs


5

EXHIBIT A

Second Expansion Premises

LOGO


A-2

EXHIBIT B

Second Expansion Premises Work Letter

THIS SECOND EXPANSION PREMISES WORK LETTER dated October 3, 2012 (this “ Second Expansion Premises Work Letter ”) is made and entered into by and between ARE-SAN FRANCISCO NO. 33, LLC , a Delaware limited liability company (“ Landlord ”), and ELAN PHARMACEUTICALS, INC. , a Delaware corporation, and is attached to and made a part of that certain Lease Agreement dated as of March 18, 2010, as amended by that certain Letter Agreement dated as of March 18, 2010, as further amended by that certain First Amendment to Lease dated November 18, 2011, as further amended by that certain Second Amendment to Lease dated as of June 1, 2012, and as further amended by that certain Third Amendment to Lease dated of even date herewith (as amended, the “ Lease ”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease.

1. General Requirements .

(a) Tenant’s Authorized Representative . Tenant designates Rick Smith or Chris Brey (either of them acting individually, a “ Tenant’s Representative ”) are the only persons authorized to act for Tenant pursuant to this Second Expansion Premises Work Letter. Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication (“ Communication ”) from or on behalf of Tenant in connection with this Second Expansion Premises Work Letter unless such Communication is in writing from a Tenant’s Representative. Tenant may change either Tenant’s Representative at any time upon not less than 5 business days advance written notice to Landlord.

(b) Landlord’s Authorized Representative . Landlord designates Todd Miller, Catie Paton and Rob Kain (any such individual acting alone, “ Landlord’s Representative ”) as the only persons authorized to act for Landlord pursuant to this Second Expansion Premises Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Second Expansion Premises Work Letter unless such Communication is in writing from Landlord’s Representative. Landlord may change any Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant.

2. Tenant Improvements .

(a) Tenant Improvements Defined . As used herein, “ Tenant Improvements ” shall mean all improvements to the Second Expansion Premises (and to any other portion of the Premises reflected in the Space Plans, as approved by Landlord) of a fixed and permanent nature as shown on the TI Construction Drawings, as defined in Section 2(c) below. Other than funding the TI Allowance (as defined below) as provided herein, Landlord shall not have any obligation whatsoever with respect to the finishing of the Second Expansion Premises for Tenant’s use and occupancy.

(b) Tenant’s Space Plans . Tenant shall deliver to Landlord schematic drawings and outline specifications (the “ Space Plans ”) detailing Tenant’s requirements for the Tenant Improvements prior to the commencement by Tenant of the construction of the Tenant Improvements. Not more than 15 days thereafter, Landlord shall deliver to Tenant the written objections, questions or comments of Landlord and


B-1

the TI Architect with regard to such Space Plans. Tenant shall cause the Space Plans to be revised to address such written comments and shall resubmit said drawings to Landlord for approval within 15 days thereafter. Such process shall continue until Landlord has approved the Space Plans for the Tenant Improvements.

3. Performance of the Tenant Improvements .

(a) Commencement and Permitting of the Tenant Improvements . Tenant shall commence construction of the Tenant Improvements upon obtaining and delivering to Landlord a building permit (the “ TI Permit ”) authorizing the construction thereof consistent with the TI Construction Drawings approved by Landlord. The cost of obtaining the TI Permit required for the Tenant Improvements shall be payable from the TI Allowance. Landlord shall assist Tenant in obtaining such TI Permit(s). Prior to the commencement of any portion of the Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors (including the TI Architect), and certificates of insurance from any contractor performing any part of the Tenant Improvement evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers’ compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above.


B-2

(c) Tenant Liability . Tenant shall be responsible for correcting any deficiencies or defects in the Tenant Improvements.

(d) Substantial Completion . Tenant shall substantially complete or cause to be substantially completed the Tenant Improvements in a good and workmanlike manner, in accordance with the TI Permit subject, in each case, to Minor Variations and normal “punch list” items of a non-material nature which do not interfere with the use of the Second Expansion Premises (“ Substantial Completion ” or “ Substantially Complete ”). Upon Substantial Completion of the Tenant Improvements, Tenant shall require the TI Architect and the general contractor to execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects (“ AIA ”) document G704. For purposes of this Second Expansion Premises Work Letter, “ Minor Variations ” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the TI Permit); (ii) to comport with good design, engineering, and construction practices which are not material; or (iii) to make reasonable adjustments for field deviations or conditions encountered during the construction of the Tenant Improvements.

5. Costs .

(a) Budget For Tenant Improvements . Before the commencement of construction of the Tenant Improvements, Tenant shall obtain a detailed breakdown, by trade, of the costs incurred or that will be incurred, in connection with the design and construction of the Tenant Improvements (the “ Budget ”) and a schedule for Tenant’s performance and completion of such Tenant Improvements (the “ Schedule ”), and shall deliver a copy of each of the Budget and Schedule to Landlord for Landlord’s approval, which shall not be unreasonably withheld or delayed. The Budget shall be based upon the TI Construction Drawings approved by Landlord and shall include a payment to Landlord of administrative rent (“ Administrative Rent ”) in the amount of Landlord’s reasonable out-of-pocket costs and expenses associated with Landlord’s engineering and architectural review of the Space Plans and TI Construction Drawings (and any Changes thereto) for any Tenant Improvements that affect the exterior components, site work, façade or other structural components of the Building or any Building System, all of which shall be payable from the TI Allowance.

(b) TI Allowance . Landlord shall provide to Tenant a tenant improvement allowance (collectively, the “ TI Allowance ”) as follows:


B-3

1. a “ Tenant Improvement Allowance ” in the maximum amount of $20.00 per rentable square foot in the Second Expansion Premises, which is included in the Base Rent set forth in the Lease; and

2. an “ Additional Tenant Improvement Allowance ” in the maximum amount of $25.00 per rentable square foot in the office portion of the Second Expansion Premises (consisting of approximately 7,074 rentable square feet), which is included in the Base Rent set forth in the Lease.

The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to Base Rent) of any portion of the TI Allowance not required for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d) or (ii) any Changes pursuant to Section 4 . Tenant shall have no right to any portion of the TI Allowance that is not disbursed before November 30, 2015.

(e) Payment for TI Costs . During the course of design and construction of the Tenant Improvements, Landlord shall reimburse Tenant on a pro rata basis a percentage of the TI Costs (equal to the percentage that the TI Allowance bears to the total Budget, as the same may be amended from time to time, up to the amount of the TI Allowance actually incurred by Tenant, not more frequently than once a month, against a draw request in Landlord’s standard form, containing evidence of payment of such TI Costs by Tenant and such certifications, lien waivers (including a conditional lien release for each progress payment and unconditional lien releases for the prior month’s progress payments), inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon completion of the construction of the Tenant Improvements (and prior to any final disbursement of the TI Allowance), Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and first tier subcontractors who did the work of the Tenant Improvements, and final, unconditional lien waivers from all such contractors and first tier subcontractors; (ii) as-built plans (one copy in print format and two copies in electronic CAD format) for such Tenant Improvements; (iii) a certification of substantial completion in Form AIA G704, (iv) a certificate of occupancy for the Second Expansion Premises; and (v) copies of all operation and maintenance manuals and warranties affecting such Tenant Improvements.

6. Miscellaneous .

(a) Consents . Whenever consent or approval of either party is required under this Second Expansion Premises Work Letter, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth herein to the contrary.


B-4

(b) Modification . No modification, waiver or amendment of this Second Expansion Premises Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant.


B-5

Exhibit 10.10

ASSIGNMENT OF TENANT’S INTEREST IN LEASE AND

ASSUMPTION OF LEASE OBLIGATIONS

(650 Gateway Boulevard, South San Francisco, CA)

This Assignment of Tenant’s Interest in Lease and Assumption of Lease Obligations (“ Agreement ”) dated as of December 2, 2012 is made by and between E LAN P HARMACEUTICALS , I NC . , a Delaware corporation (“ Assignor ”), and P ROTHENA B IOSCIENCES I NC , a Delaware corporation (“ Assignee ”).

RECITALS

A. Assignor and ARE-San Francisco No. 33, LLC, a Delaware limited liability company (“ Landlord ”), are parties to that certain Lease Agreement dated as of March 18, 2010, as amended by that certain First Amendment to Lease dated as of November 18, 2011, and as further amended by that certain Second Amendment to Lease dated as of June 1, 2012, and by that certain Third Amendment to Lease dated as of October 3, 2012 (as amended, the “ Lease ” ). Pursuant to the Lease, Assignor, as “Tenant,” leases certain premises consisting of approximately 36,441 rentable square feet (the “ Premises , ” as shown on Exhibit A to this Agreement) in a building located at 650 Gateway Boulevard, South San Francisco, California (“ Building ”). The Premises are comprised of (i) that certain portion of the Building containing approximately 26,299 rentable square feet (the “ Original Premises ”), (ii) that certain portion of the Building containing approximately 1,251 rentable square feet (the “ Additional Premises ,”), and (iii) that certain portion of the Building consisting of approximately 8,891 rentable square feet (the “ Second Expansion Premises ”). Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease, a true and complete copy of which is attached as Exhibit B to this Agreement.

B. Assignee requires facilities in the South San Francisco area for its use and occupancy as corporate offices and research and development facilities.

C. Assignee is an entity controlling, controlled by or under common control with Assignor.

D. Assignor has agreed to assign all of its right, title and interest in the Lease and the Premises to Assignee, on the terms and conditions hereof, as a Control Permitted Assignment (as such term is defined in Section 22(b) of the Lease).

E. Assignor desires to assign the Lease and transfer exclusive occupancy and control of the Premises to Assignee, and Assignee desires to take exclusive possession and occupancy of the Premises from Assignor and assume the Lease, subject to all of the terms and conditions of the Lease and this Agreement.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and in consideration of the foregoing recitals and the provisions set forth below, the parties to this Agreement hereby agree as follows:

1. Assignment and Assumption . Effective as of the date first set forth above (the “ Effective Date ”): (a) Assignor hereby grants, conveys, assigns, releases and transfers to Assignee and Assignee’s legal representatives, heirs, successors and assigns, as a Permitted Assignment, all of Assignor’s right, title and interest as Tenant in, to and under the Lease, including but not limited to the right to possession of the Premises, along with all of the Assignor’s rights related to the permitted uses of the Premises (including, without limitation, the permitted uses authorized by that certain Letter Agreement between Landlord and Assignor dated as of March 18, 2010), and all of Assignor’s option rights to expand the Premises and all of Assignor’s Extension Rights to extend the Term of the Lease (to the extent such rights and options are assignable to Assignee in connection with this Permitted Assignment), to have and to hold the same unto Assignee and Assignee’s legal representatives, heirs or successors and assigns forever; and (b) Assignee hereby agrees to accept possession of the Premises from Assignor and to assume all of the

rights, obligations and duties of the Tenant under the Lease and agrees, for the benefit of both Assignor and Landlord, to perform and discharge all such obligations and duties of Assignor as Tenant under the Lease throughout the term of the Lease, as currently scheduled to expire on November 30, 2020 (the “ Term ”), subject to the Extension Rights to extend the Term of the Lease, which are hereby assigned to Assignee as part of this Permitted Assignment. Assignor, as of the Effective Date, hereby covenants to deliver exclusive possession and use of the Premises to Assignee (who covenants to accept the Premises and the appurtenant rights, title and interest pursuant to the assigned leasehold interest in the Premises as hereinafter provided in their current “as is” condition), including, without limitation, all of Assignor’s right, title and interest in and to (subject, however, to those rights of Landlord set forth in the Lease, if any): (x) all leasehold improvements, fixtures and furnishings in or appurtenant to the Premises (the “ Leasehold Improvements ”); (y) all of the trade fixtures, furnishings, equipment and other tangible personal property of the Assignor located in the Premises or elsewhere in the Building or Project to the extent not conveyed by a separate bill of sale or otherwise (the “ FF&E ”); and (z) all transferable warranties, guaranties and indemnities, along with any and all transferrable service contracts and maintenance agreements between Assignor and any third party, relating or pertaining to the Premises and/or such Leasehold Improvements and FF&E, express or implied, and all similar rights which Assignor may have against any manufacturer, supplier, seller, engineer, contractor or builder, in respect of the Premises or the leasehold improvements, fixtures and furnishings therein (the “ Assignable Contract Rights ”); provided that Assignor shall have no duty or obligation to enforce such Assignable Contract Rights, which shall be subject to enforcement by Assignee at its sole cost and expense, and without warranty by, or liability of, Assignor with respect to the enforceability thereof.

2. No Representation regarding Condition of Premises, Building or Project . Assignee specifically acknowledges and agrees that (a) Assignor shall tender, and Assignee shall acquire and accept, possession of the Premises, and any and all Leasehold Improvements, FF&E and Assignable Contract Rights associated therewith, as of the Effective Date on an “as is with all faults” basis as of such date, and (b) neither Assignor nor any of its officers, directors, employees, representatives or agents is making any representation or warranty, either express or implied, either directly to Assignee or as a basis for reliance by any Assignor-Indemnified Person (as hereinafter defined, or by Landlord or any other successors or assigns of the Assignee’s interest in the Premises) regarding the Assignor’s rights, title or interest in the Premises and any and all Leasehold Improvements, FF&E and Assignable Contract Rights, or the physical or legal condition of any of them, including without limitation: (i) the quality, nature, adequacy and physical condition of the Project, Building or Premises, including, but not limited to, the structural elements, foundation or roof of the Building, and the electrical, mechanical, HVAC, plumbing, sewage, or utility systems, facilities and appliances of the Project and Building, or the rights of access to or use of the parking facilities of the Project, (ii) the quality, nature, adequacy, and physical condition of Project soils, geology and any groundwater conditions, (iii) the existence, quality, nature, adequacy and physical condition of utilities serving the Premises, (iv) the use, habitability, merchantability, or fitness, suitability, value or adequacy of the Project, Building or Premises for any particular purpose, (v) the zoning or other legal status of the Project, Building or Premises or any other public or private restrictions on use of the Premises, (vi) the compliance of the Project, Building or Premises with any Legal Requirements (including, without limitation, the ADA), (vii) the presence of any Hazardous Materials in, on, under or about the Project, Building or Premises or any property adjoining or neighboring the Project, (viii) the condition of Assignor’s leasehold title to the Premises, and (ix) the costs and expenses of Assignee’s occupancy or use of the Project, Building and Premises. Assignee: (I) acknowledges that it has used its independent judgment and made its own determination as to the scope and breadth of its due diligence investigation relative to the legal and physical conditions of the Project, Building and Premises and the waiver of claims set forth herein; (II) agrees that any and all Claims and Losses (as defined in Section 4 below) incurred or suffered by Assignee or any Assignor-Indemnified Person that arise out of or are caused, or are contributed to, by (A) any condition of the Premises or any of the Leasehold Improvements, FF&E or Assignable Contract Rights assumed by Assignee, including, without limitation all latent defects and other unknown conditions, or (B) any actual or alleged representation or warranty made by Assignor or any of its officers, directors, employees, representatives or agents regarding any condition of the Premises or any of the Leasehold Improvements, FF&E or Assignable Contract Rights assumed by Assignee, whether implied, presumed or expressly provided at law or otherwise,

arising by virtue of any statute, common law or other legally binding right or remedy in favor of Assignee (except for the certifications made by Assignor pursuant to Section 7 of this Agreement), are hereby excluded from Assignor’s indemnity obligations under Section 5 of this Agreement (the “ Excluded Claims and Losses ”), and (III) to the fullest extent permitted by law, hereby releases Assignor and all Assignee-Indemnified Persons from any and all Excluded Claims and Losses suffered by Assignee and/or any Assignor-Indemnified Person, and assumes the risk of all unknown conditions and unknown and unsuspected Claims and Losses. Notwithstanding the discovery or existence of any additional or different conditions, claims or facts relative thereto, the Assignee hereby waives the provisions of Section 1542 of the Civil Code of the State of California applicable to Assignee’s foregoing waivers and its general release of Assignor and all Assignee-Indemnified Persons from Excluded Claims and Losses, which read as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

3. Covenants . Assignor and Assignee hereby covenant that they shall, at any time and from time to time, upon written request therefor, execute and deliver to the other party, its successors and assigns, any new or confirmatory instruments which may be reasonably necessary in order to effectuate the assignment and assumption set forth in Section 1 of this Agreement. Assignor further covenants not to knowingly do or permit to be done anything that would constitute a violation or breach of any of the terms, conditions or provisions of the Lease by Assignor, if such violation or breach could cause the Lease to be terminated or forfeited by virtue of any rights of termination or forfeiture or any similar remedies reserved by or vested in Landlord, nor shall Assignor exercise any right of termination of the Lease without the prior written consent of Assignee, which consent may be withheld by Assignee in its sole discretion; provided that no consent of the Assignee shall be required following the occurrence of any Default after the date of this Agreement (unless such Default is solely attributable to the acts or omissions of Assignor, or unless such Default has been completely and unconditionally waived by Landlord, or Assignee’s cure of such Default has been acknowledged by Landlord, in writing, with a copy of such written waiver or acknowledgment provided to Assignor).

4. Assignee’s Indemnification of Assignor under the Lease . Assignee shall defend, protect, indemnify, and hold Assignor (and its affiliates, along with the directors, officers, agents and employees of Assignor and its affiliates, collectively with the Assignor, the “ Assignee-Indemnified Persons ”) harmless from and against any and all liabilities, obligations, claims, actions, suits or proceedings, and all losses, damages and fines (including those arising from the loss of life, personal injury and/or property damage, collectively, “ Claims and Losses ”) and all costs and expenses (including, without limitation, reasonable attorneys’ fees and costs), suffered or incurred by any Assignee-Indemnified Person and arising, directly or indirectly, from or out of any failure by Assignee to perform Assignee’s obligations under this Agreement, or any breach or alleged breach or violation of any of the Assignee’s obligations, as Tenant under the Lease or as the tenant in possession of the Premises, in equity or by operation of law (including, without limitation, any holdover occupancy resulting from Assignee’s failure to timely surrender the Premises in the condition required by the Lease upon the expiration or earlier termination of the Lease Term), or otherwise arising in connection with the Lease or the occupancy or use of the Premises, Building or Project, or the common areas of the Building or Project, by Assignee or any of its affiliates (or by any assignee, subtenant, licensee or successor to the interests assigned to Assignee pursuant to this Agreement), to the extent occurring or alleged to have occurred from and after the Effective Date, including, without limitation, the failure of any alterations, repairs or improvements made in or about the Premises after the Effective Date, or made by or for the Assignee to Building or Project, or in the common areas of the Building or Project (the “ Assignee Alterations ”) to comply with the applicable requirements of the Lease or any Legal Requirement (including, but not limited to, the ADA), and the cost of removing any leasehold improvements or alterations (including, without limitation, any Leasehold Improvements), as well as any personal property remaining in the

Premises after the expiration or earlier termination of the Lease (including, without limitation, any FF&E), whether existing or located in the Premises as of the Effective Date or made by or for Assignee as Assignee Alterations, if such removal is a Landlord requirement of the effective surrender of the Premises, as permitted under the Lease. Assignee hereby covenants and warrants that, in taking possession and control of the Premises with all Leasehold Improvements, FF&E and any other personal property of the Assignor located therein or about the Building or Project, and in assuming any Assignable Contract Rights, in their “as is” condition, the foregoing indemnification obligations of the Assignee shall extend to any and all Excluded Claims and Losses (including, without limitation, reasonable attorneys’ fees and costs), suffered or incurred by Assignor or any Assignee-Indemnified Person, directly or indirectly.

5. Assignor’s Indemnification of Assignee under the Lease . Assignor shall defend, protect, indemnify, and hold Assignee (and its affiliates, along with the directors, officers, agents and employees of Assignee and its affiliates, collectively with the Assignee, the “ Assignor-Indemnified Persons ”) harmless from and against any and all Claims and Losses (exclusive of the Excluded Claims and Losses), and all costs and expenses (including, without limitation, reasonable attorneys’ fees and costs), suffered or incurred by any Assignor-Indemnified Person and arising, directly or indirectly, from or out of any failure by Assignor to perform Assignor’s obligations under this Agreement, or any breach or alleged breach or violation of any of the Assignor’s obligations, as Tenant under the Lease or as the tenant in possession of the Premises, in equity or by operation of law, to the extent accruing prior to the Effective Date in connection with the Lease or Assignor’s occupancy of the Premises or the Building.

6. Insurance . Assignee shall also use diligent and prompt efforts following the date of this Agreement to provide Landlord and Assignor with the certificates of insurance satisfying the requirements of the Lease, and in any event such certificates, showing the information required pursuant to Section 17 of the Lease, including, without limitation, the endorsements required for the naming of the additional insureds required under the Lease and this Agreement, shall be delivered to Landlord prior to the Effective Date, and to Assignor upon Assignor’s request. Assignee acknowledges and agrees that the Assignor’s right to carry the commercial general liability insurance coverage required to be maintained by the Tenant pursuant to Section 17 of the Lease (the “ Tenant’s CGL Insurance ”) in the form of a claims-made policy (instead of as an occurrence-based policy) is not a right assigned (or assignable) to the Assignee pursuant to this Agreement; and Assignee therefore covenants to Assignor that Assignee shall maintain the Tenant’s CGL Insurance coverage in the form of an occurrence-based policy. Along with Alexandria Real Estate Equities, Inc., Landlord, and its officers, directors, employees, managers, agents, invitees and contractors, Assignee shall cause the Tenant’s CGL Insurance policy and the umbrella policy required to be maintained by the Tenant pursuant to Section 17 to be endorsed to name the Assignor as an additional insured; and Assignee shall provide Assignor with certificates of insurance, showing the limits of coverage required to be maintained by the Tenant under the Lease and showing Assignor as an additional insured, from time to time upon Assignor’s request. Additionally, Assignee covenants to provide Landlord with any and all notices of cancellation of any of Assignee’s insurance policies required to be maintained pursuant to this Agreement in accordance with those notice requirements set forth in Section 17 of the Lease, and to provide a copy of any such notice to Assignor contemporaneously with Assignee’s delivery thereof to Landlord. Conditioned upon Assignee’s satisfaction of all of the other insurance obligations of the Tenant set forth in the Lease, the insurance policies maintained by Assignee shall provide primary coverage (as between Sublessee and Tenant) to Landlord under the Lease, Assignor and Assignee each hereby releases the other and waives its respective rights of recovery against the other for direct or consequential loss or damage arising out of or incident to the perils covered by property insurance carried by such party to the extent of such insurance and waive any right of subrogation which might otherwise exist in or accrue to any person on account thereof.

7. Certifications of Assignor .

(a) Assignor hereby certifies to Assignee the following information with respect to the Lease and agrees that Assignee may rely upon the same:

(i) The Lease is in full force and effect and has not been modified or amended, except pursuant to written amendments or modifications previously provided by Assignor to Assignee;

(ii) To the best of Assignor’s knowledge and belief, there is no default by Landlord under the Lease and no event has occurred that, with the passage of time or the giving of notice, or both, would constitute a default by Landlord under the Lease; and

(iii) Assignor has not entered into any sublease, assignment or any other agreement transferring any of its interest in the Lease or the premises subject to the Lease prior to the date of this Agreement.

(b) Assignor hereby certifies to Landlord that the Assignee is an entity controlled by, controlling or under common control with Assignor as required for the assignment of the Lease pursuant to this Agreement to qualify as a Control Permitted Assignment in accordance with the terms and conditions of such a Permitted Assignment as are set forth in Section 22 of the Lease, and agrees that Landlord may rely upon such certification.

8. Authority . Each party represents and warrants to the other that it has full power and authority to execute and fully perform its obligations under this Agreement (and Assignee further represents and warrants that it has full power and authority to fully perform its obligations under the Lease) pursuant to its governing instruments, without the need for any further action, and that the person(s) executing this Agreement on behalf of such party are duly designated agents and are authorized to do so.

9. Notices . From and after the Effective Date, notices to the Assignor and Assignee under the Lease shall be addressed, respectively, to:

Assignor:

180 Oyster Point

South San Francisco, CA 94080

Attention: Mr. Rick Smith

With a copy to:

180 Oyster Point

South San Francisco, CA 94080

Attention: Vice President, Corporate Legal

Assignee:

650 Gateway Boulevard, Suite 100

South San Francisco, CA 94080

Attn: Chief Financial Officer

10. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which, taken together, shall constitute one and the same instrument.

11. No Modification of Lease; Limitations on Further Assignments . There shall be no further assignment of the Lease, nor any subletting of all or any portion of the Premises demised under the Lease, except in accordance with the terms and conditions of the Lease; and nothing contained herein shall be construed to modify, waive, impair, or affect any of the terms, covenants or conditions contained in Section 22 of the Lease, including, without limitation, Landlord’s rights thereunder. Without limiting the foregoing, as between Assignor and Assignee with respect to any proposed subletting of all or any portion of the Premises or assignment of the Lease by Assignee: (a) to the extent that the consent of Landlord to such assignment or subletting is required pursuant to Section 22 of the Lease, Assignee shall request both

Landlord’s and Assignor’s consent to such further assignment or subletting; and (b) Assignor’s rights with respect to any such request by Assignee for Assignor’s consent to any further assignment or subletting by Assignee shall be the rights of Landlord under Section 22 of the Lease.

12. Binding Effect . This Agreement will be binding upon and inure to the benefit of the successors and assigns of each party.

13. Governing Law . This Agreement shall in all respects be construed in accordance with and governed by the laws of the State of California without giving effect to its conflicts-of-laws principles.

IN WITNESS WHEREOF, the parties have executed this Assignment of Tenant’s Interest in Lease and Assumption of Lease Obligations as of the date first set forth above.


ASSIGNOR		ASSIGNEE

Elan Pharmaceuticals, Inc. a Delaware corporation		Prothena Biosciences Inc a Delaware corporation

By:	/s/ John L. Donahue	By:	/s/ John Randall Fawcett

Name:	John L. Donahue	Name:	John Randall Fawcett

Title:	Secretary	Title:	Chief Financial Officer and Treasurer

EXHIBIT A

PREMISES

A-1

EXHIBIT B

LEASE

A-2

Exhibit 10.11

PROTHENA CORPORATION PLC

2012 LONG TERM INCENTIVE PLAN

TABLE OF CONTENTS


		Page

1.	Definitions	1

2.	Administration	4

3.	Shares Subject to the Plan	6

4.	Specific Terms of Awards	7

5.	Certain Provisions Applicable to Awards	11

6.	Transferability of Awards	11

7.	Change in Control Provisions	12

8.	Qualified Performance-Based Compensation	12

9.	General Provisions	13

PROTHENA CORPORATION PLC

2012 LONG TERM INCENTIVE PLAN

The purposes of the 2012 Long Term Incentive Plan are to advance the interests of Prothena Corporation plc and its shareholders by providing a means to attract, retain, and motivate employees, consultants and directors of Prothena Corporation plc, its subsidiaries and affiliates, to provide for competitive compensation opportunities, to encourage long term service, to recognize individual contributions and reward achievement of performance goals, and to promote the creation of long term value for shareholders by aligning the interests of such persons with those of shareholders.

1. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “Act” means the Companies Act 1963 as amended from time to time. References to any provision of the Act shall be deemed to include successor provisions thereto and regulations thereunder.

(b) “Affiliate” means any entity other than the Company and its Subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan; provided, however, that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity.

(c) “Award” means any Option, SAR, Restricted Share, Restricted Share Unit, Performance Share, Performance Unit, Dividend Equivalent, or Other Share-Based Award granted to an Eligible Person under the Plan.

(d) “Award Agreement” means any written agreement, contract, or other instrument or document evidencing an Award.

(e) “Beneficiary” means the person, persons, trust or trusts which have been designated by an Eligible Person in his or her most recent written beneficiary designation filed with the Company to receive the benefits specified under this Plan upon the death of the Eligible Person, or, if there is no designated Beneficiary or surviving designated Beneficiary, then the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(f) “Board” means the Board of Directors of the Company.

(g) “Change in Control” means:

(i) The consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization (however effected, including by general offer or court-sanctioned compromise, arrangement or scheme under the Act or otherwise) if more than 50% of the combined voting power of the continuing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization;

(ii) The sale, transfer or other disposition of all or substantially all of the Company’s assets;

(iii) Individuals who on the Effective Date of this Plan constitute the Board (the “ Incumbent Directors” ) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board; provided, however, that any individual who becomes a director of the Company subsequent to the Effective Date of this Plan shall be considered an Incumbent Director if such person’s election or

nomination for election was approved by a vote of at least a majority of the Incumbent Directors; but, provided further that any such person whose initial assumption of office is in connection with an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director; or

(iv) Any transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company’s then outstanding voting securities (e.g., issued shares). For purposes of this subsection (v), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of any Subsidiary and (ii) a company owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the Shares of the Company.

(v) Notwithstanding the foregoing, in the case of an Award that constitutes deferred compensation subject to section 409A of the Code, the definition of “Change in Control” set forth above shall not apply, and the term “Change in Control” shall instead mean a “change in the ownership or effective control” of the Company or “in the ownership of a substantial portion of the assets” of the Company within the meaning of section 409A(a)(2)(A)(v) of the Code and the regulations and guidance issued thereunder, but only to the extent this substitute definition is necessary in order for the Award to comply with the requirements prescribed by section 409A of the Code.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time. References to any provision of the Code shall be deemed to include successor provisions thereto and regulations thereunder.

(i) “Committee” means (i) with respect to Awards that are not intended to be “qualified performance-based compensation” under section 162(m) of the Code, the Compensation Committee of the Board, or such other Board committee (which may include the entire Board) as may be designated by the Board to administer the Plan, (ii) with respect to Awards that are intended to be “qualified performance-based compensation” under section 162(m) of the Code, a committee that consists of two or more persons appointed by the Board, all of whom shall be outside directors” as defined under section 162(m) of the Code and related Treasury Regulations.

(j) “Company” means Prothena Corporation plc, a corporation organized under the laws of Ireland, or any successor corporation.

(k) “Control” means the ownership directly or indirectly of shares in a company carrying more than 50% of the total voting power represented by that company’s issued share capital.

(l) “Director” means a member of the Board who is not an employee of the Company, a Subsidiary or an Affiliate.

(m) “Dividend Equivalent” means a right, granted under Section 4(g), to receive cash, Shares, or other property equal in value to dividends paid with respect to a specified number of Shares. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award, and may be paid currently or on a deferred basis. If interest is credited on accumulated dividend equivalents, the term “Dividend Equivalent” shall include the accrued interest.

(n) “Effective Date” has the meaning set forth in Section 9(m) below.

(o) “Eligible Person” means (i) an employee or consultant of the Company, a Subsidiary or an Affiliate, including any director who is an employee, or (ii) a Director.

(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. References to any provision of the Exchange Act shall be deemed to include successor provisions thereto and regulations thereunder.

(q) “Fair Market Value” means, with respect to Shares or other property, the fair market value of such Shares or other property determined by such methods or procedures as shall be established from time to time by the Committee. If the Shares are listed on any established stock exchange or a national market system, unless otherwise determined by the Committee in good faith, the Fair Market Value of Shares shall mean the closing price per Share during regular trading hours on the date in question (or, if the Shares were not traded on that day, the next preceding day that the Shares were traded). The Committee may determine that, for an Award, the Fair Market Value of Shares shall mean the average of the closing price per Share during regular trading hours for a period, not to exceed 30 days, preceding the date in question on the principal exchange or market system on which the Shares are traded, as such prices are officially quoted on such exchange.

(r) “ Full-Value Award ” means any Award granted under the Plan other than an Option or a Share Appreciation Right.

(s) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of section 422 of the Code.

(t) “NQSO” means any Option that is not an ISO.

(u) “Option” means a right, granted under Section 4(b), to purchase Shares.

(v) “Other Share-Based Award” means a right, granted under Section 4(h), that relates to or is valued by reference to Shares.

(w) “Participant” means an Eligible Person who has been granted an Award under the Plan.

(x) “Performance Period” has the meaning set forth in Section 4(f)(i) below.

(y) “Performance Share” means a performance share granted under Section 4(f).

(z) “Performance Unit” means a performance unit granted under Section 4(f).

(aa) “Plan” means this 2012 Long Term Incentive Plan.

(bb) “Restricted Shares” means an Award of Shares under Section 4(d) that may be subject to certain restrictions and to a risk of forfeiture.

(cc) “Restricted Share Unit” means a unit representing the Company’s obligation to deliver or issue one Share for each such unit, granted under Section 4(e), or the cash equivalent, at the end of a specified deferral period.

(dd) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to the Plan and Participants, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act.

(ee) “SAR” or “Share Appreciation Right” means the right, granted under Section 4(c), to be paid an amount measured by the difference between the exercise price of the right and the Fair Market

Value of Shares on the date of exercise of the right, with payment to be made in cash or Shares as specified in the Award or determined by the Committee.

(ff) “Share” means one ordinary share, par value $0.01, in the capital of the Company.

(gg) “Subsidiary” means any company which is, for the time being, a subsidiary of the Company within the meaning of section 155 of the Act. For the avoidance of doubt, and provided it is not in conflict with the Act, this shall include any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if each of the corporations (other than the last corporation in the unbroken chain) owns shares possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in the chain.

(hh) “Substitute Award” has the meaning set forth in Section 3(e) below.

(ii) “Termination of Service” means, unless otherwise defined in an applicable Award Agreement, that a Participant is no longer employed by, providing consulting services to nor a director of the Company, its Subsidiaries and its Affiliates, as the case may be. A Participant employed by or providing service to a Subsidiary of the Company or one of its Affiliates shall also be deemed to incur a Termination of Service if the Subsidiary of the Company or Affiliate ceases to be such a Subsidiary or an Affiliate, as the case may be, and the Participant does not immediately thereafter become an employee or director of, or a consultant to, the Company, another Subsidiary of the Company or an Affiliate. Temporary absences from employment or service because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered a Termination of Service.

2. Administration.

(a) Authority of the Committee. The Plan shall be administered by the Committee, and the Committee shall have full and final authority to take the following actions, in each case subject to and consistent with the provisions of the Plan:

(i) to select Eligible Persons to whom Awards may be granted;

(ii) to designate Affiliates;

(iii) to determine the type or types of Awards to be granted to each Eligible Person;

(iv) to determine the type and number of Awards to be granted, the number of Shares to which an Award may relate, the terms and conditions of any Award granted under the Plan (including, but not limited to, any exercise price, grant price, or purchase price, any restriction or condition, any schedule for lapse of restrictions or conditions relating to transferability or forfeiture, exercisability, or settlement of an Award, and waiver or accelerations thereof, and waivers of performance conditions relating to an Award, based in each case on such considerations as the Committee shall determine), and all other matters to be determined in connection with an Award;

(v) to determine whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, Shares or other Awards, or an Award may be cancelled, forfeited, exchanged, or surrendered;

(vi) to determine whether, to what extent, and under what circumstances cash, Shares, other Awards, or other property payable with respect to an Award will be deferred either automatically, at the election of the Committee, or at the election of the Eligible Person;

(vii) to prescribe the form of each Award Agreement, which need not be identical for each Eligible Person;

(viii) to adopt, amend, suspend, waive, and rescind such rules and regulations and appoint such agents as the Committee may deem necessary or advisable to administer the Plan;

(ix) to correct any defect or supply any omission or reconcile any inconsistency in the Plan and to construe and interpret the Plan and any Award, rules and regulations, Award Agreement, or other instrument thereunder;

(x) to accelerate the exercisability or vesting of all or any portion of any Award (provided that, except in the event of vesting due to a Change in Control or Termination of Service, no Award shall vest in full until at least the second anniversary of the grant date of such Award) or to extend the period during which an Award is exercisable;

(xi) to determine whether uncertificated Shares may be used in satisfying Awards and otherwise in connection with the Plan; and

(xii) to make all other decisions and determinations as may be required under the terms of the Plan or as the Committee may deem necessary or advisable for the administration of the Plan.

(b) Manner of Exercise of Committee Authority. The Committee shall have sole discretion in exercising its authority under the Plan. Any action of the Committee with respect to the Plan shall be final, conclusive, and binding on all persons, including the Company, Subsidiaries, Affiliates, Eligible Persons, any person claiming any rights under the Plan from or through any Eligible Person, and shareholders. By accepting an Award under the Plan, each Eligible Person accepts the authority and discretion of the Committee as set forth in, and exercised in accordance with, this Plan. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. The Committee may delegate to other members of the Board or officers or managers of the Company or any Subsidiary or Affiliate the authority, subject to such terms as the Committee shall determine, to perform administrative functions and, with respect to Awards granted to persons not subject to section 16 of the Exchange Act, to perform such other functions as the Committee may determine, to the extent permitted under Rule 16b-3 (if applicable) and applicable law.

(c) Limitation of Liability. Each member of the Committee shall be entitled to rely or act upon, in good faith, any report or other information furnished to him or her by any officer or other employee of the Company or any Subsidiary or Affiliate, the Company’s independent public accountants, or other professional retained by the Company to assist in the administration of the Plan. No member of the Committee, and no officer or employee of the Company acting on behalf of the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Committee and any officer or employee of the Company acting on their behalf shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action, determination, or interpretation.

(d) No Option or SAR Repricing Without Shareholder Approval. Except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), the terms of outstanding Awards may not be amended to reduce the exercise price of outstanding Options or the base amount of outstanding SARs or cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an exercise price or base amount, as applicable, that is less than the exercise price or base amount, as applicable, of the original Options or SARs without shareholder approval. No amendment or adjustment under this Section 2(d) shall have the effect of reducing the amount payable for a Share to less than the par value of a Share.

3. Shares Subject to the Plan.

(a) Subject to adjustment as provided in Section 3(c), the total number of Shares reserved for issuance in connection with Awards under the Plan is 2,650,000. No Award may be granted if the number of Shares to which such Award relates, when added to the number of Shares previously issued under the Plan, exceeds the number of Shares reserved under the preceding sentence. Shares issued or transferred under the Plan may be authorized but unissued Shares or reacquired Shares, including Shares purchased by the Company on the open market for purposes of the Plan. If and to the extent any Options or SARs are forfeited, cancelled, terminated, exchanged or surrendered without having been exercised, or the Shares subject to Options are withheld or surrendered to satisfy the exercise price of any Options or the minimum tax withholding obligations of any Options or SARs under Section 9(c), the Shares subject to such Awards shall again be available for all purposes of the Plan. If and to the extent any Full Value Awards are forfeited or terminated, or otherwise not paid in full, or the Shares subject thereto are withheld or surrendered for purposes of satisfying the minimum tax withholding obligations under Section 9(c), the Shares subject to such Awards shall again be available for all purposes of the Plan. To the extent an Award is settled in cash, any Shares counted against the number of Shares reserved and available under the Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, termination, cancellation, exchange or surrender, again be available for all purposes of the Plan. Upon the exercise of any Award granted in tandem with any other Awards, such related Awards shall be cancelled to the extent of the number of Shares as to which the Award is exercised. For the avoidance of doubt, if Shares are repurchased on the open market with proceeds of the exercise price of Options, such Shares may not again be made available for issuance under the Plan.

(b) All Awards under the Plan, other than Dividend Equivalents, shall be expressed in Shares of stock. The maximum aggregate number of Shares with respect to which all Awards, other than Dividend Equivalents, may be made under the Plan to any individual during any calendar year shall be 750,000 Shares, subject to adjustment as described below. The same limit shall apply with respect to the maximum aggregate number of Shares with respect to which Options and SARs may be made under the Plan to any individual during any calendar year. A Participant may not accrue Dividend Equivalents during any calendar year in excess of $750,000. The individual limits described in this subsection (b) shall apply without regard to whether the Awards are to be paid in Shares of stock or in cash. All cash payments (other than Dividend Equivalents) shall equal the Fair Market Value of the Shares of stock to which the cash payment relates.

(c) In the event that the Committee shall determine that any dividend in Shares, recapitalization, Share split, reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, extraordinary distribution, or other similar corporate transaction or event, affects the Shares such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of the Participants under the Plan, then the Committee shall make such equitable changes or adjustments as it deems appropriate and, in such manner as it may deem equitable, (i) adjust any or all of (x) the number and kind of shares which may thereafter be issued under the Plan, (y) the number and kind of shares, other securities or other consideration issued or issuable in respect of outstanding Awards, and (z) the exercise price, grant price, or purchase price relating to any Award or (ii) provide for a distribution of cash or property in respect of any Award; provided, however, in each case that, with respect to ISOs, such adjustment shall be made in accordance with section 424(a) of the Code, unless the Committee determines otherwise; provided further, however, that no adjustment shall be made pursuant to this Section 3 that causes any Award to be treated as deferred compensation pursuant to section 409A of the Code. In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria and performance objectives, if any, included in, Awards in recognition of unusual or non-recurring events (including, without limitation, events described in the preceding sentence) affecting the Company or any Subsidiary or Affiliate or the financial statements of the Company or any Subsidiary or Affiliate, or in response to changes in applicable laws, regulations, or accounting principles. No amendment or adjustment under this Section 3(c) shall have the effect of reducing the amount payable for a Share to less than the par value of a Share. In addition, in the event of a Change of Control, the provisions of Section 7 shall apply. Any adjustments determined by the Committee shall be final, binding and conclusive.

(d) Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or treasury Shares including Shares acquired by purchase in the open market or in private transactions.

(e) In connection with the acquisition of any business by the Company or any of its Subsidiaries, any outstanding equity grants with respect to stock of the acquired company may be assumed or replaced by Awards under the Plan upon such terms and conditions as the Committee determines in its sole discretion. Shares subject to any such outstanding grants that are assumed or replaced by Awards under the Plan in connection with an acquisition (“ Substitute Awards ”) shall not reduce the aggregate share limit set forth in Section 3(a), consistent with applicable stock exchange requirements. Notwithstanding any provision of the Plan to the contrary, Substitute Awards shall have such terms as the Committee deems appropriate, including without limitation exercise prices or base prices on different terms than those described herein, provided that the terms of such Substitute Awards shall not have the effect of reducing the amount payable for a Share to less than the par value of a Share. In the event that the Company assumes a shareholder-approved equity plan of an acquired company, available Shares under such assumed plan (after appropriate adjustments to reflect the transaction) may be issued pursuant to Awards under this Plan and shall not reduce the aggregate share limit set forth in Section 3(a), subject to applicable stock exchange requirements.

4. Specific Terms of Awards.

(a) General. Awards may be granted on the terms and conditions set forth in this Section 4. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 9(d)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the Committee shall determine, including terms regarding forfeiture of Awards or continued exercisability of Awards in the event of Termination of Service by the Eligible Person. All Awards shall be made conditional upon the Participant’s acknowledgement, in writing or by acceptance of the Award, that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such Award. Awards under a particular Section of the Plan need not be uniform as among the Participants.

(b) Options. The Committee is authorized to grant Options, which may be NQSOs or ISOs, to Eligible Persons on the following terms and conditions:

(i) Exercise Price. The exercise price per Share purchasable under an Option shall be determined by the Committee; provided, however, that the exercise price per Share shall not be less than the Fair Market Value per Share on the date of grant.

(ii) Option Term. The term of each Option shall be determined by the Committee; provided, however, that such term shall not be longer than ten years from the date of grant of the Option.

(iii) Time and Method of Exercise. The Committee shall determine at the date of grant or thereafter the time or times at which an Option may be exercised in whole or in part (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), the methods by which such exercise price may be paid or deemed to be paid (including, without limitation, broker-assisted exercise arrangements), the form of such payment (cash or Shares), and the methods by which Shares will be delivered or deemed to be delivered to Eligible Persons.

(iv) Early Exercise. The Committee may provide at the time of grant or any time thereafter, in its sole discretion, that any Option shall be exercisable with respect to Shares that otherwise would not then be exercisable, provided that, in connection with such exercise, the Participant enters into a form of Restricted Share agreement approved by the Committee with respect to the Shares received on exercise.

(v) ISOs. The terms of any ISO granted under the Plan shall comply in all respects with the provisions of section 422 of the Code, including but not limited to the requirement that the ISO shall be granted within ten years from the earlier of the date of adoption or shareholder approval of the Plan. ISOs may only be granted to employees of the Company or a Subsidiary.

(i) Right to Payment. A SAR shall confer on the Eligible Person to whom it is granted a right to receive with respect to each Share subject thereto, upon exercise thereof, the excess of (1) the Fair Market Value of one Share on the date of exercise over (2) the exercise price per Share of the SAR, as determined by the Committee as of the date of grant of the SAR (which shall not be less than the Fair Market Value per Share on the date of grant).

(ii) Other Terms. The Committee shall determine, at the time of grant, the time or times at which a SAR may be exercised in whole or in part (which shall not be more than ten years after the date of grant of the SAR), the method of exercise, method of settlement, form of consideration payable in settlement (whether paid in the form of cash, in Shares of stock or a combination of the two), method by which Shares will be delivered or deemed to be delivered to Eligible Persons, whether or not a SAR shall be in tandem with any other Award, and any other terms and conditions of any SAR. Unless the Committee determines otherwise, a SAR (1) granted in tandem with an NQSO may be granted at the time of grant of the related NQSO or at any time thereafter and (2) granted in tandem with an ISO may only be granted at the time of grant of the related ISO.

(d) Restricted Shares. The Committee is authorized to grant Restricted Shares to Eligible Persons on the following terms and conditions:

(i) Issuance and Restrictions. Restricted Shares shall be subject to such restrictions on transferability and other restrictions, if any, as the Committee may impose at the date of grant or thereafter, which restrictions may lapse separately or in combination at such times, under such circumstances (including, without limitation, upon achievement of performance criteria if deemed appropriate by the Committee), in such installments, or otherwise, as the Committee may determine. Except to the extent restricted under the Award Agreement relating to the Restricted Shares or set forth in Section 4(d)(iv) below, an Eligible Person granted Restricted Shares shall have all of the rights of a shareholder including, without limitation, the right to vote Restricted Shares and the right to receive dividends thereon.

(ii) Forfeiture. Except as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of Service during the applicable restriction period, Restricted Shares and any accrued but unpaid dividends or Dividend Equivalents that are at that time subject to restrictions shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Shares will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Shares.

(iii) Certificates for Shares. Restricted Shares granted under the Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Shares are registered in the name of the Participant, such certificates shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Shares, and, unless otherwise determined by the Committee, the Company shall retain physical possession of the certificate and the Participant shall deliver a stock power to the Company, endorsed in blank, relating to the Restricted Shares.

(iv) Dividends. Dividends paid on Restricted Shares shall be either paid at the dividend payment date, or deferred for payment to such date as determined by the Committee, consistent with the requirements of section 409A of the Code, in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends. Unless otherwise determined by the Committee, Shares distributed in connection with a Share split or dividend in Shares, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Shares or other property has been distributed. Payment of any dividends deferred pursuant to this subsection (iv) shall be made only upon an event permitted by section 409A of the Code. Dividends may accrue on unearned Performance Shares but shall not be payable unless and until the applicable performance goals are met.

(v) Early Exercise Options. The Committee shall award Restricted Shares to a Participant upon the Participant’s early exercise of an Option under Section 4(b)(iv) hereof. Unless otherwise determined by the Committee, the lapse of restrictions with respect to such Restricted Shares shall occur on the same schedule as the exercisability of the Option for which the Restricted Shares were exercised.

(e) Restricted Share Units. The Committee is authorized to grant Restricted Share Units to Eligible Persons, subject to the following terms and conditions:

(i) Award and Restrictions. Delivery of Shares or cash, as the case may be, will occur upon expiration of the deferral period specified for Restricted Share Units by the Committee (or, if permitted by the Committee, as elected by the Eligible Person), but consistent with the requirements of section 409A of the Code. In addition, Restricted Share Units shall be subject to such restrictions as the Committee may impose, if any (including, without limitation, the achievement of performance criteria if deemed appropriate by the Committee), at the date of grant or thereafter, which restrictions may lapse at the expiration of the deferral period or at earlier or later specified times, separately or in combination, in installments or otherwise, as the Committee may determine.

(ii) Forfeiture. Except as otherwise determined by the Committee at the date of grant or thereafter, upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Share Units), or upon failure to satisfy any other conditions precedent to the delivery of Shares or cash to which such Restricted Share Units relate, all Restricted Share Units that are at that time subject to deferral or restriction shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Share Units will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Share Units.

(iii) Dividend Equivalents. Unless otherwise determined by the Committee at the date of grant, Dividend Equivalents on the specified number of Shares covered by a Restricted Share Unit shall be either (A) paid with respect to such Restricted Share Unit that is not a Performance Unit at the dividend payment date in cash or in unrestricted Shares having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such Restricted Share Unit, consistent with the requirements of section 409A of the Code and the amount or value thereof automatically deemed reinvested in additional Restricted Share Units or other Awards, as the Committee shall determine or permit the Participant to elect. Payment of any Dividend Equivalents deferred pursuant to this subsection (iii) shall be made only upon an event permitted by section 409A of the Code. Dividend Equivalents may accrue on unearned Performance Units but shall not be payable unless and until the applicable performance goals are met.

(f) Performance Shares and Performance Units. The Committee is authorized to grant Performance Shares or Performance Units or both to Eligible Persons on the following terms and conditions:

(i) Performance Period. The Committee shall determine a performance period (the “Performance Period” ) of one or more years or other periods and shall determine the performance objectives for grants of Performance Shares and Performance Units. Performance objectives may vary from Eligible Person to Eligible Person and shall be based upon the performance criteria as the Committee may deem appropriate. The performance objectives may be determined by reference to the performance of the Company, or of a Subsidiary or Affiliate, or of a division or unit of any of the foregoing. Performance Periods may overlap and Eligible Persons may participate simultaneously with respect to Performance Shares and Performance Units for which different Performance Periods are prescribed.

(ii) Award Value. At the beginning of a Performance Period, the Committee shall determine for each Eligible Person or group of Eligible Persons with respect to that Performance Period the range of number of Shares, if any, in the case of Performance Shares, and the range of dollar values, if any, in the case of Performance Units, which may be fixed or may vary in accordance with such performance or other criteria specified by the Committee, which shall be paid to a Participant as an Award if the relevant measure of Company performance for the Performance Period is met.

(iii) Significant Events. If during the course of a Performance Period there shall occur significant events as determined by the Committee which the Committee expects to have a substantial effect on a performance objective during such period, the Committee may revise such objective.

(iv) Forfeiture. Except as otherwise determined by the Committee, at the date of grant or thereafter, upon Termination of Service during the applicable Performance Period, Performance Shares and Performance Units for which the Performance Period was prescribed shall be forfeited; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in an individual case, that restrictions or forfeiture conditions relating to Performance Shares and Performance Units will be waived in whole or in part in the event of Termination of Service resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Performance Shares and Performance Units.

(v) Payment. Each Performance Share or Performance Unit may be paid in whole Shares, or cash, or a combination of Shares and cash either as a lump sum payment or in installments, all as the Committee shall determine, at the time of grant of the Performance Share or Performance Unit or otherwise, commencing as soon as practicable after the end of the relevant Performance Period.

(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to Eligible Persons. Dividend Equivalents shall not be granted with respect to Options or SARs. The Committee may provide, at the date of grant or thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Shares, or other investment vehicles as the Committee may specify; provided, however, that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be subject to all conditions and restrictions of any underlying Full Value Awards to which they relate. Dividend Equivalents may accrue on unearned performance-based Full Value Awards but shall not be payable unless and until such performance goals are met.

(h) Other Share-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares, as deemed by the Committee to be consistent with the purposes of the Plan, including, without limitation, unrestricted shares

awarded purely as a “bonus” and not subject to any restrictions or conditions, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the performance of specified Subsidiaries or Affiliates. The Committee shall determine the terms and conditions of such Awards at date of grant or thereafter. Shares delivered pursuant to an Award in the nature of a purchase right granted under this Section 4(h) shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, cash, Shares, notes or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under the Plan, shall also be authorized pursuant to this Section 4(h).

(i) Payment of par value of Shares. The Committee may require that a condition of the delivery of Shares under Section 4(b), 4(c), 4(d), 4(e) or 4(f) above is that the Participant pays the par value of Shares to the Company prior to delivery of the Shares, if required to do so under the Act.

5. Certain Provisions Applicable to Awards.

(a) Stand-Alone, Additional, Tandem and Substitute Awards. Awards granted under the Plan may, in the discretion of the Committee, be granted to Eligible Persons either alone or in addition to, in tandem with, or in exchange or substitution for, any other Award granted under the Plan or any award granted under any other plan or agreement of the Company, any Subsidiary or Affiliate, or any business entity to be acquired by the Company or a Subsidiary or Affiliate, or any other right of an Eligible Person to receive payment from the Company or any Subsidiary or Affiliate. Awards may be granted in addition to or in tandem with such other Awards or awards, and may be granted either as of the same time as, or a different time from, the grant of such other Awards or awards. Subject to the provisions of Section 2(d) hereof prohibiting Option and SAR repricing without shareholder approval, the per Share exercise price of any Substitute Award shall be determined by the Committee, in its discretion.

(b) Term of Awards. The term of each Award granted to an Eligible Person shall be for such period as may be determined by the Committee; provided, however, that in no event shall the term of any Option or SAR exceed a period of ten years from the date of its grant (or such shorter period as may be applicable under section 422 of the Code).

(c) Form of Payment Under Awards. Subject to the terms of the Plan and any applicable Award Agreement, payments to be made by the Company or a Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award may be made in such forms as the Committee shall determine at the date of grant or thereafter, including, without limitation, cash, Shares, notes or other property (if permissible under section 409A of the Code and the Act), and may be made in a single payment or transfer, in installments, or on a deferred basis, consistent with the requirements of section 409A of the Code and the Act. The Committee may make rules relating to installment or deferred payments with respect to Awards, consistent with the requirements of section 409A of the Code, including the rate of interest to be credited with respect to such payments.

(d) Noncompetition. The Committee may, by way of the Award Agreements or otherwise, establish such other terms, conditions, restrictions and/or limitations, if any, of any Award, provided they are not inconsistent with the Plan and applicable law, including, without limitation, the requirement that the Participant not engage in competition with, solicit customers or employees of, or disclose or use confidential information of the Company or its Subsidiaries and Affiliates.

6. Transferability of Awards.

(a) Restrictions on Transfer. Except as described in this Section 6, or unless otherwise set forth by the Committee in an Award Agreement, Awards shall not be transferable by a Participant except by will or the laws of descent and distribution (except pursuant to a Beneficiary designation) and shall be exercisable during the lifetime of a Participant only by such Participant or his guardian or legal representative. A Participant’s rights under the Plan may not be pledged, mortgaged, hypothecated, or otherwise encumbered, and shall not be subject to claims of the Participant’s creditors.

(b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may provide in a Award Agreement that a Participant may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable securities laws, according to such terms as the Committee may determine; provided that the Participant receives no consideration for the transfer of a Nonqualified Stock Option and the transferred Nonqualified Stock Option shall continue to be subject to the same terms and conditions as were applicable to the Nonqualified Stock Option immediately before the transfer.

7. Change in Control Provisions.

(a) Assumption of Awards. Upon a Change in Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options and SARs that are not exercised shall be assumed by, or replaced with comparable options or rights by, the surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding Awards shall be converted to similar awards of the surviving corporation (or a parent or subsidiary of the surviving corporation).

(b) Other Alternatives. Notwithstanding the foregoing, in the event of a Change in Control, the Committee may take any of the following actions with respect to any or all outstanding Awards: (i) determine that outstanding Options and SARs shall accelerate and become exercisable, in whole or in part, upon the Change in Control or upon such other event as the Committee determines, (ii) determine that the restrictions and conditions on outstanding Restricted Shares, Restricted Share Units, Performance Shares and Performance Units shall lapse, in whole or in part, upon the Change in Control or upon such other event as the Committee determines, (iii) determine that Eligible Persons holding Restricted Share Units, Performance Units, Dividend Equivalents and Other Share-Based Awards shall receive a payment in settlement of such Restricted Share Units, Performance Units, Dividend Equivalents, and Other Share-Based Awards in an amount determined by the Committee, (iv) require that Participants surrender their outstanding Options and SARs in exchange for a payment by the Company, in cash or stock, as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the Shares subject to the Participant’s unexercised Options and SARs exceeds the exercise price of the Options or the base amount of SARs, as applicable, or (v) after giving Participants an opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such time as the Committee deems appropriate. Such surrender, termination or settlement shall take place as of the date of the Change in Control or such other date as the Committee may specify. The Committee shall have no obligation to take any of the foregoing actions, and, in the absence of any such actions, outstanding Awards shall continue in effect according to their terms (subject to any assumption pursuant to subsection (a) above).

8. Qualified Performance-Based Compensation.

(a) Designation as Qualified Performance-Based Compensation. The Committee may determine that Restricted Shares, Restricted Share Units, Performance Shares, Performance Units, Dividend Equivalents or Other Share-Based Awards granted to an employee shall be considered “qualified performance-based compensation” under section 162(m) of the Code. The provisions of this Section 8 shall apply to any such Awards that are to be considered “qualified performance-based compensation” under section 162(m) of the Code. The Committee may also grant Options or SARs under which the exercisability of the Options is subject to achievement of performance goals as described in this Section 8 or otherwise.

(b) Performance Goals. When Restricted Shares, Restricted Share Units, Performance Shares, Performance Units, Dividend Equivalents or Other Share-Based Awards that are considered to be “qualified performance-based compensation” are granted, the Committee shall establish in writing (i) the objective performance goals that must be met, (ii) the period during which performance will be measured, (iii) the maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions that the Committee deems appropriate and consistent with the requirements of section 162(m) of the Code for “qualified performance-based compensation.” The performance goals shall satisfy the requirements for

“qualified performance-based compensation,” including the requirement that the achievement of the goals be substantially uncertain at the time they are established and that the performance goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. As to Awards identified by the Committee as “qualified performance-based compensation,” the Committee shall not have discretion to increase the amount of compensation that is payable, but may reduce the amount of compensation that is payable upon achievement of the designated performance goals.

(c) Criteria Used for Objective Performance Goals. The Committee shall use objectively determinable performance goals based on one or more of the following criteria: stock price, earnings per share, price-earnings multiples, net earnings, operating earnings, revenue, number of days sales outstanding in accounts receivable, productivity, margin, EBITDA (earnings before interest, taxes, depreciation and amortization), net capital employed, return on assets, shareholder return, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, market share, relative performance to a comparison group designated by the Committee, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. The performance goals may relate to one or more business units or the performance of the Company as a whole, or any combination of the foregoing. Performance goals need not be uniform as among Participants.

(d) Timing of Establishment of Goals. The Committee shall pre-establish the performance goals in writing either before the beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25% of the performance period has been completed, or such other date as may be required or permitted under applicable regulations under section 162(m) of the Code, provided that the outcome is substantially uncertain at the time of the Committee actually established the goal.

(e) Certification of Results. The Committee shall certify the performance results for the performance period specified in the Award Agreement after the performance period ends. The Committee shall determine the amount, if any, to be paid pursuant to each Award based on the achievement of the performance goals and the satisfaction of all other terms of the Award Agreement.

(f) Death, Disability or Other Circumstances. The Committee may provide in the Award Agreement that Awards under this Section 8 shall be payable, in whole or in part, in the event of the Participant’s death or disability, a Change in Control or under other circumstances consistent with the Treasury regulations and rulings under section 162(m) of the Code.

9. General Provisions.

(a) Compliance with Legal and Trading Requirements.

(i) The Plan, the granting and exercising of Awards thereunder, and the other obligations of the Company under the Plan and any Award Agreement, shall be subject to all applicable Irish law, US federal, state and other applicable laws, rules and regulations, and to such approvals by any stock exchange, regulatory or governmental agency as may be required. The Company, in its discretion, may postpone the issuance or delivery of Shares under any Award until completion of such stock exchange or market system listing or registration or qualification of such Shares or any required action under any Irish law, US state, federal or other applicable law, rule or regulation as the Company may consider appropriate, and may require any Participant to make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Shares in compliance with applicable laws, rules and regulations. No provisions of the Plan shall be interpreted or construed to obligate the Company to register any Shares under Irish law, US federal or state law or other applicable law. The Shares issued under the Plan may be subject to such other restrictions on transfer as determined by the Committee.

(ii) With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that ISOs comply with the applicable provisions of section 422 of the Code, and Awards of “qualified performance-based compensation” comply with the applicable provisions of section 162(m) of the Code. To the extent that any legal requirement of section 16 of the Exchange Act or section 422 or 162(m) as set forth in the Plan ceases to be required under section 16 of the Exchange Act or section 422 or 162(m) of the Code, that Plan provision shall cease to apply. The Committee may revoke any Award if it is contrary to law or modify a Award to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules regarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree to limit its authority under this Section.

(b) No Right to Continued Employment or Service. Neither the Plan nor any action taken thereunder shall be construed as giving any employee, consultant or director the right to be retained in the employ or service of the Company or any of its Subsidiaries or Affiliates, nor shall it interfere in any way with any right of the Company or any of its Subsidiaries or Affiliates to terminate any employee’s, consultant’s or director’s employment or service at any time, subject to applicable law.

(c) Taxes. The Company or any Subsidiary or Affiliate is authorized to withhold from any Award granted, any payment relating to an Award under the Plan, including from a distribution of Shares, or any payroll or other payment to an Eligible Person, amounts of minimum withholding and other taxes due in connection with any transaction involving an Award, and to take such other action as the Committee may deem necessary or advisable under applicable laws to enable the Company and Eligible Persons to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority shall include authority to withhold or receive Shares or other property and to make cash payments in respect thereof in satisfaction of an Eligible Person’s tax obligations; provided, however, that the amount of tax withholding to be satisfied by withholding Shares shall be limited to the minimum amount of taxes, including employment taxes, required to be withheld under applicable Irish law, US federal, state and other applicable law.

(d) Changes to the Plan and Awards. The Board may amend, alter, suspend, discontinue, or terminate the Plan or the Committee’s authority to grant Awards under the Plan without the consent of shareholders of the Company or Participants, except that any such amendment or alteration shall be subject to the approval of the Company’s shareholders to the extent such shareholder approval is required under (i) the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, (ii) the Act, (iii) section 162(m) of the Code or (iv) as it applies to ISOs, to the extent such shareholder approval is required under section 422 of the Code; provided, however, that, without the consent of an affected Participant, no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award theretofore granted, prospectively or retrospectively; provided, however, that, without the consent of a Participant, no amendment, alteration, suspension, discontinuation or termination of any Award may materially and adversely affect the rights of such Participant under any Award theretofore granted to him or her. Notwithstanding any provision to the contrary herein, the Plan and any Award Agreements issued under the Plan may be amended, without the consent of a Participant, in any respect deemed by the Board or the Committee to be necessary in order to preserve compliance with section 409A of the Code.

(e) No Rights to Awards; No Shareholder Rights. No Eligible Person or employee shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons and employees. No Award shall confer on any Eligible Person any of the rights of a shareholder of the Company unless and until Shares are duly issued or transferred to the Eligible Person in accordance with the terms of the Award.

(f) Unfunded Status of Awards. The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award shall give any such Participant any rights that are greater than those of a general creditor of the Company; provided, however, that the Committee may authorize the creation of trusts or make other arrangements to meet the Company’s obligations under the Plan to deliver cash, Shares, other Awards, or other property pursuant to any Award, which trusts or other arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee otherwise determines with the consent of each affected Participant.

(g) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its submission to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of options and other awards otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

(h) Not Compensation for Benefit Plans. No Award payable under this Plan shall be deemed salary or compensation for the purpose of computing benefits under any benefit plan or other arrangement of the Company for the benefit of its employees, consultants or directors unless the Company shall determine otherwise.

(i) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

(j) Employees Subject to Taxation outside the United States. With respect to Participants who are subject to taxation in countries other than the United States, the Committee may make Awards on such terms and conditions as the Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws.

(k) Company Policies . All Awards granted under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies and other policies that may be implemented by the Board from time to time.

(l) Governing Law. The validity, construction, and effect of the Plan, any rules and regulations relating to the Plan, and any Award Agreement shall be determined in accordance with the laws of Ireland, without giving effect to principles of conflict of laws thereof.

(m) Effective Date; Plan Termination. The Plan shall be effective on the date that the spin-off of Prothena Corporation plc from Elan Corporation plc is first effective (the “Effective Date” ), provided that the Plan has been approved by the Company’s shareholders prior to that date. The Plan shall terminate as to future awards on the date which is ten (10) years after the Effective Date.

(n) Section 409A. The Plan is intended to comply with section 409A of the Code, or an exemption, and payments may only be made under the Plan upon an event and in a manner permitted by section 409A of the Code, to the extent applicable. Notwithstanding anything in this Plan to the contrary, if required by section 409A of the Code, if a Participant is considered a “specified employee” for purposes of section 409A and if payment of any Award under this Plan is required to be delayed for a period of six months after “separation from service” within the meaning of section 409A of the Code, payment of such Award shall be delayed as required by section 409A, and the accumulated amounts with respect to such Award shall be paid in a lump sum payment within ten (10) days after the end of the six (6) month period. If the Participant dies during the postponement period prior to the payment of benefits, the amounts withheld on account of section 409A shall be paid to the Participant’s Beneficiary within sixty (60) days after the date of the Participant’s death. For purposes of section 409A of the Code, each payment under the Plan shall be treated as a separate payment. In no event shall a Participant, directly or indirectly, designate

the calendar year of payment. To the extent that any provision of the Plan would cause a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to fail to satisfy the requirements of section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. Notwithstanding anything in the Plan or any Award Agreement to the contrary, each Participant shall be solely responsible for the tax consequences of Awards under the Plan, and in no event shall the Company have any responsibility or liability if an Award does not meet any applicable requirements of section 409A of the Code. Although the Company intends to administer the Plan to prevent taxation under section 409A of the Code, the Company does not represent or warrant that the Plan or any Award complies with any provision of Federal, state, local or other tax law.

(o) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only. In the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

Exhibit 10.12

P ROTHENA B IOSCIENCES I NC

S EVERANCE P LAN

TABLE OF CONTENTS


	Page

ARTICLE I I NTRODUCTION		1

ARTICLE II D EFINITIONS		1

ARTICLE III E LIGIBILITY		5

ARTICLE IV P AY AND B ENEFITS I N L IEU OF WARN N OTICE		7

ARTICLE V S EVERANCE P AY AND S EVERANCE B ENEFITS		7

ARTICLE VI W AIVER AND R ELEASE A GREEMENT		10

ARTICLE VII P LAN A DMINISTRATION		11

ARTICLE VIII P ROCEDURES FOR M AKING AND A PPEALING C LAIMS FOR P LAN B ENEFITS		12

ARTICLE IX A MENDMENT /T ERMINATION /V ESTING		13

ARTICLE X N O A SSIGNMENT		14

ARTICLE XI C ONFIDENTIAL I NFORMATION /C OOPERATION		14

ARTICLE XII M ISCELLANEOUS P ROVISIONS		14

P ROTHENA B IOSCIENCES I NC

S EVERANCE P LAN

ARTICLE I

I NTRODUCTION

The Company has adopted this Plan, for the benefit of certain “Eligible Employees” of the Company and certain Affiliates specified by the Company, effective as of the Effective Date. The Plan is intended to apply to United States based “Employees,” as described herein. The Plan shall be binding on any successor to all or substantially all of the Company’s assets or business.

The Plan is an unfunded welfare benefit plan for purposes of the ERISA. Except as otherwise provided herein, the Plan supersedes any prior formal or informal severance plans, programs or policies of the Company or its Affiliates covering Eligible Employees. The Plan operates on a calendar year.

ARTICLE II

D EFINITIONS

2.1. “ Act ” means the Irish Companies Act 1963, as amended from time to time. References to any provision of the Act shall be deemed to include successor provisions thereto and regulations thereunder.

2.2. “ Affiliate ” means any member of the group of corporations, trades or businesses or other organizations comprising the “controlled group” with the Company under Code Section 414.

2.3. “ Base Compensation ” means an Eligible Employee’s highest rate of base compensation during the thirteen (13) months prior to the date of the Eligible Employee’s Severance Date.

2.4. “ Change in Control ” means:

(a)

The consummation of a merger or consolidation of Prothena Corporation plc with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s issued shares or securities outstanding immediately after such merger, consolidation or other reorganization is owned by persons who were not shareholders of Prothena Corporation plc immediately prior to such merger, consolidation or other reorganization;

(b)

The sale, transfer or other disposition of all or substantially all of Prothena Corporation plc’s assets;

(c)

Individuals who as of the Effective Date constitute the Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board of Directors of Prothena Corporation plc; provided, however, that any individual who becomes a director of Prothena Corporation plc subsequent to the Effective Date shall be considered an Incumbent Director if such person’s election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors; but, provided further that any such person whose initial assumption of office is in connection with an actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of Prothena Corporation plc, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation, shall not be considered an Incumbent Director;

(d)

A transaction as a result of which a person or company obtains the ownership directly or indirectly of the ordinary shares in Prothena Corporation plc carrying more than fifty percent (50%) of the total voting power represented by Prothena Corporation plc’s issued share capital in pursuance of a compromise or arrangement sanctioned by the court under section 201 of the Act or becomes bound or entitled to acquire ordinary shares in Prothena Corporation plc under section 204 of the Act; or

(e)

Any transaction as a result of which any person becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Prothena Corporation plc representing at least fifty percent (50%) of the total voting power represented by Prothena Corporation plc’s then outstanding voting securities (e.g., issued shares). For purposes of this subsection (e), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of Prothena Corporation plc or of any subsidiary of Prothena Corporation plc and (ii) a company owned directly or indirectly by the shareholders of Prothena Corporation plc in substantially the same proportions as their ownership of the ordinary shares of Prothena Corporation plc.

(f)

Notwithstanding the foregoing, in the case of any amounts payable under the Plan that constitute deferred compensation subject to Code Section 409A, the definition of “Change in Control” set forth above shall not apply, and the term “Change in Control” shall instead mean a “change in the ownership or effective control” of Prothena Corporation plc or “in the ownership of a substantial portion of the assets” of Prothena Corporation plc within the meaning of Code Section 409A(a)(2)(A)(v) and the regulations and guidance issued thereunder, but only to the extent this substitute definition is necessary in order for the payments to comply with the requirements prescribed by Code Section 409A.

2.5. “ Code ” means the Internal Revenue Code of 1986, as amended.

2.6. “ Company ” means Prothena Biosciences Inc.

2.7. “ Comparable Position ” means a position either with the Company or any of its Affiliates or with a successor or transferee of all or a part of the business of the Company or Affiliate, on terms which do not cause a Significant Reduction in Scope or Base Compensation and do not entail a Relocation. The Plan Administrator, in its sole discretion, will determine whether a position is a Comparable Position.

2.8. “ Confidential Information ” means trade secrets and other propriety information of an Employer or any Affiliate. If an Eligible Employee entered into a separate confidentiality or proprietary rights agreement with an Employer or any Affiliate, the term “Confidential Information” for purposes of this Plan shall have the meaning ascribed to any such term or concept as it is defined under, or used in, the separate agreement.

2.9. “ Effective Date ” means the date that the spin-off of Prothena Corporation plc from Elan Corporation plc is first effective.

2.10. “ Eligible Employee ” means each Employee who is not (i) covered by a written employment agreement that contains a severance provision, or covered by a written severance agreement (for the duration of that agreement); (ii) classified as “temporary,” including without limitation, anyone classified as an “intern” or “co-op”; (iii) a consultant; (iv) a “leased employee” as defined in Code Section 414(n); or (v) a person performing services for an Employer on a contract basis or as an independent contractor or consultant or through a purchase order, supplier agreement or any other form of agreement that the Employer enters into for services, regardless of whether any of the above such individuals set forth in (iii), (iv) or (v) are subsequently determined by the Internal Revenue Service, the U.S. Department of Labor or a court to be Employees.

2.11. “ Employee ” means any full-time or part-time employee of an Employer who regularly works thirty (30) hours or more per calendar week for the Employer.

2.12. “ Employer ” means the Company and each Affiliate identified on Attachment A, including the wholly-owned subsidiaries of the Affiliates identified on Attachment A.

2.13. “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

2.14. “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

2.15. “ Executive Employee ” means an Eligible Employee who was in Band VII and higher or any other title ranked at or higher than Senior Vice President, in each case, as of the date immediately prior to the Effective Date.

2.16. “ Involuntary Termination ” means a termination of an Eligible Employee’s employment by the Employer due to a business condition, as determined in the sole discretion of the Employer. The term Involuntary Termination shall include (i) a termination effective when

the Eligible Employee exhausts a leave of absence during, or at the end of, a WARN Notice Period and (ii) a situation where an Eligible Employee on an approved leave of absence during which the Employee’s position is protected under applicable law (e.g., a leave under the Family Medical Leave Act), returns from such leave, and cannot be placed in employment with the Employer.

2.17. “ Plan ” means the Prothena Biosciences Inc Severance Plan, as set forth in this instrument and as hereafter amended.

2.18. “ Relocation ” means a material change in the geographic location at which the Eligible Employee is required to perform services. Such change in an Eligible Employee’s primary job site will be considered material if (i) for Eligible Employees other than field-based sales representatives (or similar field-based positions), the new location increases the Eligible Employee’s commute between home and primary job site by at least thirty (30) miles, or (ii) in the Company’s reasonable opinion, the new location requires that the Eligible Employee move his/her home to a new location at least thirty (30) miles away from the Eligible Employee’s home immediately prior to the change.

2.19. “ Severance Date ” means the final day of employment with the Employer which date shall be communicated in writing by the Employer to the Employee.

2.20. “ Significant Reduction in Scope or Base Compensation ” means a material diminution in the Eligible Employee’s authority, duties, or responsibilities or a material diminution in the Eligible Employee’s Base Compensation. For purposes herein, a material diminution in the Eligible Employee’s authority, duties, or responsibilities shall be measured in comparison to the Eligible Employee’s authority, duties, or responsibilities immediately prior to the Effective Date. The Plan Administrator, in its sole discretion, shall determine whether an Eligible Employee experiences a “Significant Reduction.”

2.21. “ Target Bonus ” means an Eligible Employee’s highest target annual bonus rate during the thirteen (13) months prior to the date of the Eligible Employee’s Severance Date.

2.22. “ Triggering Event ” means an Involuntary Termination, Relocation or Significant Reduction in Scope or Base Compensation.

2.23. “ WARN Notice Date ” means the date the Employer is required to notify an Eligible Employee pursuant to the WARN Act or similar state law that he/she is to be terminated from employment with the Employer in conjunction with a “plant closing” or “mass layoff” as described in the WARN Act or similar state law.

2.24. “ WARN Notice Period ” means the sixty (60) consecutive calendar day period, or other applicable period under similar state law, commencing on an Eligible Employee’s WARN Notice Date.

2.25. “ Week of Pay ” shall be determined based on the Eligible Employee’s status as a salaried or hourly Employee. If the Eligible Employee is a salaried Employee, Week of Pay

shall be the Eligible Employee’s weekly Base Compensation. If the Eligible Employee is an hourly Employee, Week of Pay shall be the Eligible Employee’s hourly Base Compensation multiplied by his/her regularly scheduled number of hours worked per week at the highest weekly level in effect during the thirteen (13) months prior to the Eligible Employee’s Severance Date. If the Eligible Employee works part-time, his/her Week of Pay is determined on a prorated basis by calculating his/her average number of hours per week actually worked during the prior Year of Service.

2.26. “ Years of Service ” shall be determined in accordance with the Employer’s personnel records. An Eligible Employee shall receive credit for a Year of Service for each twelve (12) month period of active service with the Employer. For partial years of employment, the Eligible Employee shall receive credit for a full Year of Service if he/she completes at least six (6) full months of active service. If an Eligible Employee has not completed at least six (6) full months of active service during a partial year, he/she shall not receive credit for a Year of Service.

ARTICLE III

E LIGIBILITY

3.1. Conditions of Eligibility . To be eligible for benefits as described in Article V, the Eligible Employee must (i) remain an Employee through the Severance Date, (ii) through the Severance Date, fulfill the normal responsibilities of his/her position, including meeting regular attendance, workload and other standards of the Employer, as applicable, and (iii) submit the signed Waiver and Release Agreement required by the Plan Administrator on, or within forty-five (45) days after, his/her Severance Date or receipt of the Waiver and Release Agreement (whichever occurs later) and not revoke the signed Waiver and Release Agreement. In addition, in the event of a Relocation or a Significant Reduction in Scope or Base Compensation, the Eligible Employee must provide his/her Employer with written notice within ninety (90) days after the occurrence of such event. The Employer shall then have thirty (30) days to cure such event.

3.2. Conditions of Ineligibility . An otherwise Eligible Employee shall not receive severance pay or severance benefits under the Plan if:

(a)

the Employee ceases to be an Eligible Employee as defined by the Plan;

(b)

the Employee terminates employment with the Employer by reason of death;

(c)

the Employer terminates the Employee’s employment for one or more of the following reasons (determined in the sole discretion of the Plan Administrator): Commission by the Employee of an act of fraud, theft, misappropriation of funds, dishonesty, bad faith or disloyalty; violation by the Employee of any federal, state, local law or regulation; violation by the Employee of any rule, regulation or policy of the Employer or other job related misconduct; failure to perform the duties of the position held by such Employee in a manner which satisfies the reasonable expectations of the Employer; failure by the Employee to meet any

requirement reasonably imposed upon such Employee by the Employer as a condition of continued employment; or dereliction or neglect by the Employee in the performance of such Employee’s job duties;

(d)

the Employee terminates employment with the Employer through job abandonment;

(e)

other than as set forth in Section 2.14(ii), the individual is no longer an Employee and is receiving long-term disability benefits from the Employer (as determined under the applicable Employer-sponsored long-term disability plan) as of the date the Triggering Event would have occurred had the individual been an Employee on such date;

(f)

the Employee is employed in an operation, division, department or facility, that is sold, leased or otherwise transferred, in whole or in part, from an Employer, and (i) the Employee accepts any position with the new owner/operator, or (ii) the Employee is offered a Comparable Position by the new owner/operator;

(g)

the Employee gives notice of his/her voluntary termination (other than as provided in Section 2.19) prior to his/her Severance Date or the effective date of a sale, lease or transfer of an operation, division, department or facility, as described in Section 3.2(f), regardless of the effective date of such termination;

(h)

the Employee ceases working with the Employer and receives severance benefits under the terms of another group reorganization/restructuring benefit plan or severance program sponsored by the Employer;

(i)

the Employee is offered a Comparable Position from an Employer, or accepts any position with an Employer, even if it is not a Comparable Position;

(j)

the Employee experiences a Triggering Event after the Plan is terminated;

(k)

the Employee does not timely execute and return to the Plan Administrator a valid Waiver and Release Agreement;

(l)

the Employee works primarily in an office located in a country other than the United States and is entitled to severance benefits under the laws of such country or the policies of the company at which he/she is based and such severance benefits may not be waived; or

(m)

the Employee is offered a Comparable Position by, or accepts any position with, an employer with which the Company or any of its Affiliates has reached an agreement or arrangement under which the employer agrees to offer employment to the otherwise Eligible Employee.

The foregoing list of conditions is intended to be illustrative and may not be all inclusive; the Plan Administrator will determine in the Plan Administrator’s sole discretion whether an Eligible Employee is eligible for severance pay and severance benefits under the Plan.

ARTICLE IV

P AY AND B ENEFITS I N L IEU OF WARN N OTICE

4.1. Wage Payments . If an Eligible Employee is entitled to advance notice of a “plant closing” or a “mass layoff” under the WARN Act or similar state law, but experiences a Triggering Event before the end of a WARN Notice Period, the Eligible Employee shall be entitled to receive Weeks of Pay until the end of the WARN Notice Period as if he/she were still employed through such date. The Weeks of Pay under this Section 4.1 will be issued according to the normal payroll practices of the Employer and shall not be subject to the Waiver and Release Agreement.

4.2. Benefits . An Eligible Employee described in Section 4.1 shall be entitled to benefits under an Employer-sponsored medical, dental and vision benefit plans, as amended from time to time, through the end of the WARN Notice Period on the same terms and under the same conditions as applied to the Eligible Employee immediately prior to the Triggering Event. The benefits under this Section 4.2 are not subject to the Waiver and Release Agreement.

ARTICLE V

S EVERANCE P AY AND S EVERANCE B ENEFITS

5.1. Generally . In exchange for providing the Employer with an enforceable Waiver and Release Agreement, in a form acceptable to the Plan Administrator, an Eligible Employee who terminates employment on account of a Triggering Event shall be eligible to receive severance pay and severance benefits as described below and subject to the other provisions of this Plan. The consideration for the voluntary Waiver and Release Agreement shall be the severance pay and severance benefits the Eligible Employee would not otherwise be eligible to receive.

5.2. Severance Pay . Severance pay shall be determined in accordance with the table below based on the Eligible Employee’s “Band” classification immediately prior to the Effective Date and in accordance with the terms hereof. If the applicable Triggering Event occurs on or within two (2) years following a Change in Control and the Eligible Employee was an Employee at the time of the Change in Control, the Eligible Employee’s severance pay shall be determined under the column in the table below titled “Change in Control Severance Pay” and shall be paid in accordance with the terms hereof. The Band applicable to any Eligible Employee shall be determined by the Plan Administrator, in its sole discretion, based on the Eligible Employee’s job position relative to the job grading system in place for the applicable Employer.


Employment Classification Immediately prior to the Effective Date	Severance Pay prior to a Change in Control	Change in Control Severance Pay
Band I	Six (6) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of thirty-nine (39) Weeks of Pay.	Same as severance pay
Band II	Nine (9) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of thirty-nine (39) Weeks of Pay.	Same as severance pay
Band III	Fifteen (15) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of forty-five (45) Weeks of Pay.	Same as severance pay
Band IV	Fifteen (15) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of forty-five (45) Weeks of Pay.	Same as severance pay
Band V	Twenty-four (24) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of fifty-two (52) Weeks of Pay.	The greater of (i) severance pay described at left or (ii) twenty-six (26) Weeks of Pay plus an amount equal to the Eligible Employee’s Target Bonus.
Band VI	Fifty-two (52) Weeks of Pay.*	Seventy-eight (78) Weeks of Pay plus an amount equal to the Eligible Employee’s Target Bonus.
Band VII	Fifty-two (52) Weeks of Pay plus an amount equal to the Eligible Employee’s Target Bonus.*	Two times (2x) the sum of (a) fifty-two weeks (52) Weeks of Pay (prior to any reduction due to a Significant Reduction in Scope or Base Compensation, if applicable) and (b) the Eligible Employee’s Target Bonus.


Band VIII and higher		Seventy-eight (78) Weeks of Pay plus an amount equal to the Eligible Employee’s Target Bonus.		Two and one half times (2.5x) the sum of (a) fifty-two weeks (52) Weeks of Pay (prior to any reduction due to a Significant Reduction in Scope or Base Compensation, if applicable) and (b) the Eligible Employee’s Target Bonus.

* Eligible Employees in Bands VI and VII who had been continuously employed by Athena Neurosciences, Inc, Elan Pharmaceuticals, Inc., Elan Drug Delivery, Inc., Elan Holdings, Inc. from April 1, 2011 through the Effective Date shall be eligible to receive thirty-six (36) Weeks of Pay plus two (2) additional Weeks of Pay for each Year of Service, limited to a maximum period of seventy-eight (78) Weeks of Pay, if such amount provides a greater benefit to such Eligible Employee than that described in the table above.

Severance pay shall be paid in a lump sum payment within seventy-five (75) days following the Severance Date. Notwithstanding the foregoing, any severance pay and severance benefits which become payable shall be paid only if the Eligible Employee has executed and not revoked a signed Waiver and Release Agreement prior to the payment. All legally required taxes and any sums owed the Employer shall be deducted from Plan severance pay.

If an Employer reemploys an Eligible Employee who is receiving or has received severance pay and benefits under the Plan, the individual shall become ineligible and such pay and benefits shall cease effective as of the reemployment date. Further, the former Eligible Employee must repay the portion of the severance pay attributable to the period that begins on the date the Eligible Employee was reemployed. If the Plan Administrator, in its sole discretion, determines that the former Eligible Employee’s services address a critical business need, then the Plan Administrator may provide that no such repayment is required.

5.3. Severance Benefits .

(a) Medical, Dental and Vision Benefits Coverage Continuation . Under federal health care continuation coverage law (referred to as “ COBRA ”), the Eligible Employee who is receiving health care coverage under an Employer-sponsored plan is entitled to elect health care continuation coverage under the applicable Employer health plan if his/her employment terminates for certain reasons. Any of the Triggering Events would qualify the Eligible Employee to receive such continuation coverage, subject to the terms of the applicable health plan and governing law. If an Eligible Employee experiences a Triggering Event before his/her WARN Notice Period (if applicable) expires, his/her COBRA rights begin when the WARN Notice Period expires.

If an Eligible Employee elects to exercise his/her applicable COBRA continuation rights under the Employer health plan, for the lesser of six (6) months or the applicable Benefit Continuation Period (as defined below), the Eligible Employee will only be required to pay the same share of the applicable premium that would apply if he/she were participating in the applicable Employer health plan as an active employee. For the balance of the Benefit

Continuation Period, if any, the Eligible Employee will be required to pay the full monthly COBRA premium. On a monthly basis, the Employer will reimburse the Eligible Employee for the full cost of the COBRA premiums paid, less the amount that would apply if he/she were participating in the applicable Employer health plan as an active employee. For purposes of the Plan, “ Benefit Continuation Period ” shall mean for Eligible Employees in Bands I through V, the period of time following the Severance Date in which the Eligible Employee is entitled to receive regular severance pay under the Plan (regardless of whether the Eligible Employee is entitled to Change in Control severance pay) not to exceed six (6) months; for Eligible Employees in Band VI and VII, twelve (12) months; and for Eligible Employees in Band VIII or higher, eighteen (18) months. Any partial month will be rounded up to the next whole month.

All of the terms and conditions of an Employer-sponsored medical, dental and vision benefit plans, as amended from time to time, shall be applicable to an Eligible Employee (and his/her eligible dependents, if applicable) participating in any form of continuation coverage under a Employer-sponsored medical, dental and vision benefit plans. This Plan is not to be interpreted to expand an Eligible Employee’s health care continuation rights under COBRA.

(b) Career Transition Assistance . A career transition assistance firm selected and paid for by an Employer shall provide career transition assistance. An Eligible Employee must begin the available career transition assistance services within sixty (60) days following his/her Severance Date.

Subject to the limitations set forth above, career transition assistance shall be provided in accordance with the following table, provided that, to the extent these programs are not available following the Effective Date, substantially comparable career transition assistance shall be provided:


Employment Classification		Career Transition Services
Band I		QuickLaunch or reasonably equivalent program.
Band II		One month Powerstart Program or reasonable equivalent.
Band III		Three-month executive program.
Band IV		Six-month executive program.
Band V		Nine-month executive program.
Band VI		Twelve-month executive program.
Bands VII and higher		Twelve-month Key Executive Program.

5.4. Taxes . If any payment or benefit the Eligible Employee would receive pursuant to this Plan (“ Payment ”) would (a) constitute a “Parachute Payment” within the meaning of Code Section 280G, and (b) but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “ Excise Tax ”), then such Payment shall be equal to the Reduced Amount. The “ Reduced Amount ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Eligible Employee’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for the Eligible Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.

ARTICLE VI

W AIVER AND R ELEASE A GREEMENT

In order to receive the severance pay and severance benefits available under the Plan, an Eligible Employee must submit a signed Waiver and Release Agreement form to the Plan

Administrator on or within forty-five (45) days after his/her Severance Date or receipt of the Waiver and Release Agreement, whichever occurs later. The required Waiver and Release Agreement form is attached to the Summary Plan Description as Attachment III, as the same may be changed in the Company’s sole discretion. An Eligible Employee may revoke his/her signed Waiver and Release Agreement within seven (7) days of his/her signing the Waiver and Release Agreement. Only with respect to Eligible Employees whose severance under the Plan is “non-qualified deferred compensation” subject to Section 409A of the Code, notwithstanding any provision of this Plan to the contrary, in no event shall the timing of such Eligible Employee’s execution of the Waiver and Release Agreement, directly or indirectly, result in the Eligible Employee designating the calendar year of payment, and if a payment that is subject to execution of the Waiver and Release Agreement could be made in more than one taxable year, payment shall be made in the later taxable year.

Any such revocation must be made in writing and must be received by the Plan Administrator within such seven-(7) day period. An Eligible Employee who timely revokes his/her Waiver and Release Agreement shall not be eligible to receive any severance pay or severance benefits under the Plan. An Eligible Employee who timely submits a signed Waiver and Release Agreement form and who does not exercise his/her right of revocation shall be eligible to receive severance pay and severance benefits under the Plan.

Eligible Employees shall be advised to contact their personal attorney at their own expense to review the Waiver and Release Agreement form if they so desire.

ARTICLE VII

P LAN A DMINISTRATION

The Company shall designate a committee to serve as the “Plan Administrator” of the Plan and the “named fiduciary” within the meaning of such terms as defined in ERISA. The Plan Administrator shall have full power and discretionary authority to determine eligibility for Plan severance pay and severance benefits and to construe the terms of the Plan, including, but not limited to, the making of factual determinations, the determination of all questions concerning benefits and procedures for claim review and the resolution of all other questions arising under the Plan. Severance pay and severance benefits under the Plan will be payable only if the Plan Administrator determines in the Plan Administrator’s discretion that the Eligible Employee is entitled to them. The decisions of the Plan Administrator shall be final and conclusive with respect to all questions concerning the administration of this Plan.

The Plan Administrator may delegate to other persons responsibilities for performing certain of the duties of the Plan Administrator under the terms of this Plan and may seek such expert advice as the Plan Administrator deems reasonably necessary with respect to the Plan. The Plan Administrator shall be entitled to rely upon the information and advice furnished by such delegatees and experts, unless actually knowing such information and advice to be inaccurate or unlawful. The Plan Administrator shall establish and maintain a reasonable claims procedure, including a procedure for appeal of denied claims. The Plan Administrator has discretionary authority to grant or deny benefits under this Plan. In no event shall an Eligible Employee or any other person be entitled to challenge a decision of the Plan Administrator in

court or in any other administrative proceeding unless and until the claim and appeals procedures established under this Plan have been complied with and exhausted.

In the event of a group termination, as determined in the sole discretion of the Plan Administrator, the Plan Administrator shall furnish affected Eligible Employees with such additional information as may be required by law.

ARTICLE VIII

P ROCEDURES FOR M AKING AND A PPEALING C LAIMS FOR P LAN B ENEFITS

8.1. Claim for Benefits . It is not necessary that an Eligible Employee apply for severance pay and severance benefits under the Plan. However, if an Eligible Employee wishes to file a claim for severance pay and severance benefits, such claim must be in writing and filed with the Plan Administrator. If the Eligible Employee does not provide all the necessary information for the Plan Administrator to process the claim, the Plan Administrator may request additional information and set deadlines for the Eligible Employee to provide that information. Within ninety (90) days after receiving a claim, the Plan Administrator will:

(a)

either accept or deny the claim completely or partially; and

(b)

notify the claimant of acceptance or denial of the claim.

8.2. Benefits Review . If the claim is completely or partially denied, the Plan Administrator will furnish a written notice to the claimant containing the following information:

(a)

specific reasons for the denial;

(b)

specific references to the Plan provisions on which any denial is based;

(c)

a description of any additional material or information that must be provided by the claimant in order to support the claim and an explanation of why such material or information is necessary; and

(d)

an explanation of the Plan’s appeal procedures which shall also include a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial of the claim upon review.

8.3. Appeal of Denied Claim . A claimant may appeal the denial of his/her claim and have the Plan Administrator reconsider the decision. The claimant or the claimant’s authorized representative has the right to:

(a)

request an appeal by written request to the Plan Administrator not later than sixty (60) days after receipt of notice from the Plan Administrator denying his claim;

(b)

review or receive copies, upon request and free of charge, any documents, records or other information “relevant” (within the meaning of Department of Labor Regulation 2560.503-1(m)(8)) to the claimant’s claim; and

(c)

submit written comments, documents, records and other information relating to his/her claim.

In deciding a claimant’s appeal the Plan Administrator shall take into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial review of the claim. If the claimant does not provide all the necessary information for the Plan Administrator to decide the appeal, the Plan Administrator may request additional information and set deadlines for the claimant to provide that information.

The Plan Administrator will make a decision with respect to such an appeal within sixty (60) days after receiving the written request for such appeal or, in special circumstances, within one-hundred twenty (120) days after receiving the written request for such appeal. The claimant will be advised of the Plan Administrator’s decision on the appeal in writing. The notice will set forth (1) the specific reasons for the decision, (2) specific reference to Plan provisions upon which the decision on the appeal is based, (3) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records or other information relevant to the claimant’s claim, and (4) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a wholly or partially denied claim for benefits.

In no event shall a claimant or any other person be entitled to challenge a decision of the Plan Administrator in court or in any other administrative proceeding unless and until the claim and appeal procedures described above have been complied with and exhausted.

ARTICLE IX

A MENDMENT /T ERMINATION /V ESTING

Eligible Employees do not have any vested right to severance pay and/or severance benefits under the Plan and the Company reserves the right, in its sole discretion, to amend or terminate the Plan at any time in writing, signed by an authorized officer of the Company, provided, however, that (i) no amendment nor termination shall reduce severance pay or severance benefits attributable to a Triggering Event that occurs prior to the date the Plan is amended or terminates, and (ii) any amendment or termination that becomes effective after a Change in Control shall not adversely affect the rights of any Eligible Employee compared with such Eligible Employee’s rights if his/her employment terminated effective immediately before such amendment or termination became effective.

The Plan shall be effective only with respect to Triggering Events that occur on or before December 31, 2013. The Company may extend the Plan in its sole discretion.

ARTICLE X

N O A SSIGNMENT

Severance pay and severance benefits payable under the Plan shall not be subject to anticipation, alienation, pledge, sale, transfer, assignment, garnishment, attachment, execution, encumbrance, levy, lien, or charge, and any attempt to cause such severance pay and severance benefits to be so subjected shall not be recognized, except to the extent required by law.

ARTICLE XI

C ONFIDENTIAL I NFORMATION /C OOPERATION

Recognizing that the disclosure or improper use of Confidential Information will cause serious and irreparable injury to an Employer, Eligible Employees with such access acknowledge that (i) they will not at any time, directly or indirectly, disclose Confidential Information to any third party or otherwise use such Confidential Information for their own benefit or the benefit of others and (ii) in addition to any other remedy permissible by law, payment of severance pay and severance benefits under the Plan shall cease if an Eligible Employee discloses or improperly uses such Confidential Information. Any Eligible Employee subject to an individual confidentiality agreement or proprietary rights agreement with an Employer or any Affiliate will be deemed to violate the terms of this Article XI if he/she violates the terms of the individual confidentiality agreement or proprietary rights agreement.

Subject to the terms of the Waiver and Release Agreement, each Eligible Employee shall cooperate with any Employer and its legal counsel in connection with any current or future investigation or litigation relating to any matter to which the Eligible Employee was involved or of which the Eligible Employee has knowledge or which occurred during the Eligible Employee’s employment. Such assistance shall include, but not be limited to, depositions and testimony and shall continue until such matters are resolved. In addition, an Eligible Employee shall not in any way disparage any Employer nor any person associated with an Employer to any person, corporation, or other entity.

ARTICLE XII

M ISCELLANEOUS P ROVISIONS

12.1. Return of Property . In order for an Eligible Employee to commence receiving severance pay and severance benefits under the Plan, (i) he/she shall be required to return all Employer property (including, but not limited to, Confidential Information, client lists, keys, credit cards, documents and records, identification cards, equipment, laptop computers, software, and pagers), and (ii) repay any outstanding bills, advances, debts, amounts due to an Employer, as of his/her Severance Date. To the extent the Eligible Employee has any Employer property stored electronically (including, but not limited to, in the form of email) on his/her personal computer, in a personal email account, on a personal storage device, or otherwise, such Eligible Employee shall promptly provide copies of all such information to the Employer and thereafter permanently delete or otherwise destroy the Eligible Employee’s personal copy.

All pay and other benefits (except Plan severance pay and severance benefits) payable to an Eligible Employee as of his/her Severance Date according to the established policies, plans, and procedures of the Employer shall be paid in accordance with the terms of those established policies, plans and procedures. In addition, any benefit continuation or conversion rights which an Eligible Employee has as of his/her Severance Date according to the established policies, plans, and procedures of the Employer shall be made available to him/her.

12.2. Code Section 409A Compliance . It is the Company’s intent that amounts paid under this Plan shall not constitute “deferred compensation” as that term is defined under Code Section 409A and the regulations promulgated thereunder because the amounts paid under this Plan are structured to comply with the “short-term deferral” exception to Code Section 409A. However, if any amount paid under this Plan is determined to be “deferred compensation” within the meaning of Code Section 409A and compliance with one or more of the provisions of this Plan causes or results in a violation of Code Section 409A, then such provision shall be interpreted or reformed in the manner necessary to achieve compliance with Code Section 409A, including but not limited to, the imposition of a six (6) month delay in payment to any “specified employee” (as defined in Code Section 409A) following such specified employee’s date of termination which entitles him/her to a payment under this Plan. All payments to be made upon a termination of employment under this Plan may only be made upon a “separation from service” under Code Section 409A. In no event may the Eligible Employee, directly or indirectly, designate the calendar year of a payment.

12.3. Representations Contrary To The Plan . No employee, officer, or director of an Employer has the authority to alter, vary, or modify the terms of the Plan except by means of an authorized written amendment to the Plan. No verbal or written representations contrary to the terms of the Plan and its written amendments shall be binding upon the Plan, the Plan Administrator, or an Employer.

12.4. No Employment Rights . This Plan shall not confer employment rights upon any person. No person shall be entitled, by virtue of the Plan, to remain in the employ of an Employer and nothing in the Plan shall restrict the right of an Employer to terminate the employment of any Eligible Employee or other person at any time.

12.5. Plan Funding . No Eligible Employee shall acquire by reason of the Plan any right in or title to any assets, funds, or property of the Employer. Any severance pay, which becomes payable under the Plan is an unfunded obligation and shall be paid from the general assets of the Company. No employee, officer, director or agent of the Employer personally guarantees in any manner the payment of Plan severance pay and severance benefits.

12.6. Applicable Law . This Plan shall be governed and construed in accordance with ERISA and in the event that any reference shall be made to State law, the laws of the State of Delaware shall apply, without regard to its conflicts of law provisions.

12.7. Severability . If any provision of the Plan is found, held or deemed by a court of competent jurisdiction to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of the Plan shall continue in full force and effect.

12.8. Recovery Of Payments Made By Mistake . An Eligible Employee shall be required to return to the Company any severance pay payment and any severance benefits payment, or portion thereof, made by a mistake, including but not limited to, any mistake of fact or law.


PROTHENA BIOSCIENCES INC

By:

Its:

P ROTHENA B IOSCIENCES I NC

S EVERANCE P LAN

A TTACHMENT A

For purposes of this Plan, “Employer” means Prothena Biosciences Inc and each of the following Affiliates to the extent each remains an Affiliate (including wholly-owned subsidiaries of these Affiliates):

Exhibit 10.13

PROTHENA BIOSCIENCES INC

INCENTIVE COMPENSATION PLAN

1. Purpose of the Plan . The purpose of the Plan is to provide a link between compensation and performance, to motivate participants to achieve corporate performance objectives and to enable the Company to attract and retain high quality Eligible Employees.

2. Definitions . As used herein, the following definitions shall apply:

(a) “ Affiliated Entity ” means any entity other than the Company and its subsidiaries that is designated by the Board or the Committee as a participating employer under the Plan; provided, however, that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 20% of the ownership interests in such entity.

(b) “ Board ” means the Board of Directors of the Company.

(d) “ Code ” means the Internal Revenue Code of 1986, as amended.

(e) “ Committee ” means (i) with respect to Bonuses that are not intended to be Performance-Based Compensation, the Compensation Committee of the Board, or such other Board committee (which may include the entire Board) as may be designated by the Board to administer the Plan, and (ii) with respect to Bonuses that are intended to be Performance-Based Compensation, a committee that consists of two or more persons appointed by the Board, all of whom shall be “outside directors” as defined under Section 162(m) of the Code and related Treasury Regulations.

(f) “ Company ” means Prothena Biosciences Inc, a Delaware corporation.

(g) “ Covered Employee ” means an Employee who is a “covered employee” under Section 162(m) of the Code.

(h) “ Director ” means a non-Employee member of the Board.

(i) “ Effective Date ” means the date that the spin-off of Prothena Corporation plc from Elan Corporation plc is first effective.

(j) “ Eligible Employee ” means any Employee who is selected for participation in the Plan by the Committee.

(k) “ Employee ” means any person who is in the employ of the Company, a subsidiary or an Affiliated Entity, subject to the control and direction of the Company, the subsidiary or the Affiliated Entity as to both the work to be performed and the manner and method of performance. Neither service as a Director nor fees received from the Company, the subsidiary or the Affiliated Entity for service as a Director shall be sufficient to constitute Employee status.

(l) “ Long Term Incentive Plan ” means the Prothena Corporation plc 2012 Long Term Incentive Plan (or any successor to that plan).

(m) “ Performance-Based Compensation ” means compensation qualifying as “performance-based compensation” under Section 162(m) of the Code.

(n) “ Performance Goal ” means any measurable criterion tied to the success of the Company and based on one or more of the business criteria described in Section 6.

(o) “ Performance Period ” means a fixed period established by the Committee that may range in duration from a minimum period of twelve (12) months to a maximum period of thirty-six (36) months and over which the attainment of the applicable Performance Goals set by the Committee is to be measured.

(p) “ Plan ” means the Prothena Biosciences Inc Incentive Compensation Plan.

3. Administration of the Plan .

(a) The Committee . The Plan shall be administered by the Committee.

(b) Powers of the Committee . Subject the provisions of the Plan (including any other powers given to the Committee hereunder), the Committee shall have the authority, in its discretion, to:

(i) establish the duration of each Performance Period;

(ii) select the Eligible Employees who are to participate in the Plan for such Performance Period;

(iii) determine the specific Performance Goals for each Performance Period and the relative weighting of those goals, establish one or more designated levels of attainment for each such goal and set the Bonus potential for each participant at each corresponding level of attainment;

(iv) certify the level at which the applicable Performance Goals are attained for the Performance Period and determine, on the basis of that certification, the actual Bonus for each participant in an amount not to exceed his or her maximum Bonus potential for the certified level of attainment;

(v) exercise discretionary authority, when appropriate, to reduce the actual Bonus payable to any participant below his or her Bonus potential for the attained level of the Performance Goals for the Performance Period;

(vi) construe and interpret the terms of the Plan and Bonuses awarded under the Plan;

(vii) establish additional terms, conditions, rules or procedures for the administration of the Plan; provided, however, that no Bonus shall be awarded under any such additional terms, conditions, rules or procedures which are inconsistent with the provisions of the Plan; and

(viii) take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate.

All decisions and determinations by the Committee shall be final, conclusive and binding on the Company, its subsidiaries, Affiliated Entities, the participants, and any other persons having or claiming an interest hereunder.

(c) Indemnification . In addition to such other rights of indemnification as they may have as members of the Board, members of the Committee who administer the Plan shall be defended and indemnified by the Company, to the extent permitted by law, on an after-tax basis against (i) all reasonable expenses (including attorneys’ fees) actually and necessarily incurred in connection with the defense of any claim, investigation, action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Bonus awarded hereunder and (ii) all amounts paid by them in settlement thereof (provided such settlement is approved by the Company) or paid by them in satisfaction of a judgment in any such claim, investigation, action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such claim, investigation, action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct; provided, however, that within 30 days after the institution of such claim, investigation, action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at the Company’s expense to handle and defend the same.

4. Coverage . All Eligible Employees shall be covered by the Plan, except to the extent the Committee may elect to exclude one or more Eligible Employees from participation in a designated Performance Period.

5. Terms and Conditions of Bonus Awards .

(a) Pre-Established Performance Goals for Bonuses Intended to Qualify as Performance-Based Compensation . Payment of Bonuses intended to qualify as Performance-Based Compensation granted to Covered Employees shall be based solely on account of the attainment of one or more pre-established, objective Performance Goals over the designated Performance Period. The Committee shall establish one or more objective Performance Goals with respect to each Covered Employee for a Bonus intended to qualify as Performance-Based Compensation in writing not later than 90 days after the commencement of the Performance Period to which the Performance Goals relate or the date on which twenty-five percent (25%) of such Performance Period has been completed (or such other date as may be required or permitted under Section 162(m) of the Code), provided that the outcome of the Performance Goals must be substantially uncertain at the time of their establishment. Such Performance Goals shall be based solely on one or more of the business criteria described in the Section 6 and shall be weighted, equally or in such other proportion as the Committee shall determine at the time such

Performance Goals are established, for purposes of determining the actual Bonus amounts that may become payable upon the attainment of those goals. For each such Performance Goal, the Committee may establish one or more designated levels of attainment and set the Bonus potential for each Eligible Employee at each designated performance level. Alternatively, the Committee may establish a linear formula for determining the Bonus potential at various points of Performance Goal attainment. Under no circumstance, however, shall the aggregate Bonus potential for any participant for any Performance Period exceed the applicable maximum dollar amount set forth in Section 5(d).

(b) Performance Goals for Bonuses not Intended to Qualify as Performance-Based Compensation . The Performance Goals for Bonuses awarded to Eligible Employees other than Covered Employees or for Bonuses awarded to Covered Employees, in each case, that are not intended to qualify as Performance-Based Compensation, and the determination of final Bonuses pursuant to the achievement of Performance Goals, may conform to the requirements set forth above in Section 5(a) or may be based on such other quantitative or qualitative performance goals, as specified by the Committee. Performance Goals may differ for Bonuses awarded to different Eligible Employees. The Committee may weight the Performance Goals in such manner as the Committee determines at the beginning of the Performance Period. For the avoidance of doubt, Bonuses paid to Eligible Employees who would have been eligible to receive bonuses from Elan Corporation resulting from their employment by Elan Corporation in calendar year 2012, will be paid pursuant to this Section 5(b) and the terms of such Bonuses shall be consistent with the terms and conditions under the Elan Corporation bonus plan, subject to the limitations set forth herein and the Committee’s discretion pursuant to Section 5(d) below; provided, however that the amounts of such Bonuses shall not be less than the amounts determined under the Elan Corporation bonus plan as of the date immediately preceding the Effective Date.

(c) Committee Certification . As soon as administratively practicable following the completion of the Performance Period, the Committee shall certify the actual levels at which the Performance Goals for that period have been attained and determine, on the basis of such certified levels, the actual Bonus amount to be paid to each Eligible Employee for that Performance Period. Such certification shall be final, conclusive and binding on the participant, and on all other persons, to the maximum extent permitted by law.

(d) Committee Discretion . Except with respect to Bonuses that are not intended to qualify as Performance-Based Compensation, the Committee, in determining the amount of the Bonus actually to be paid to an Eligible Employee, shall in no event award a Bonus in excess of the dollar amount determined on the basis of the Bonus potential established for the particular level at which each of the applicable Performance Goals for the Performance Period is attained. The Committee shall have the discretion to reduce or eliminate the Bonus that would otherwise be payable with respect to one or more Performance Goals on the basis of the certified level of attained performance of those goals. In exercising its discretion to reduce the Bonus payable to any participant, the Committee may utilize such objective or subjective criteria as the Committee deems appropriate in its sole and absolute discretion. With respect to Bonuses that are not intended to qualify as Performance-Based Compensation, the Committee shall have discretion to increase the Bonus that would otherwise be payable with respect to one or more Performance Goals on the basis of the certified level of attained performance of those goals, and

in exercising its discretion to increase the Bonus payable to any participant, the Committee may utilize such objective or subjective criteria as the Committee deems appropriate in its sole and absolute discretion. Except with respect to Bonuses that are not intended to qualify as Performance-Based Compensation, the Committee shall not waive any Performance Goal applicable to a participant’s Bonus potential for a particular Performance Period, provided that, the Committee may, in its sole discretion, waive the Performance Goal for a particular Performance Period in the event of the participant’s death or disability or under such circumstances as the Committee deems appropriate in the event a Change in Control (as such term is defined in the Long Term Incentive Plan) should occur prior to the completion of that Performance Period.

(e) Individual Limitations on Awards . Notwithstanding any other provision of the Plan, the maximum amount of any Bonus paid to a Covered Employee or other Eligible Employee under the Plan shall be limited to Three Million Dollars ($3,000,000) per each twelve (12)-month period (or portion thereof) included within the applicable Performance Period.

(f) Payment Date . Payment of such Bonus amounts shall be made as soon as administratively practicable after the Committee certification, but in any event, no later than March 15 of the year following the year in which the Performance Period ends. No participant shall accrue any right to receive a Bonus award under the Plan unless that participant remains in Employee status until the end of the applicable Performance Period. Accordingly, no Bonus payment shall be made to any participant who ceases Employee status prior to the end of the Performance Period for that Bonus; provided, however, that the Committee shall have complete discretion to award a full or pro-rated Bonus, based on the level at which the applicable Performance Goals are attained for the Performance Period, to a participant who ceases Employee status prior to the end of such Performance Period by reason of death, disability or a termination of employment by the Company without cause, in each case, as determined by the Committee. Notwithstanding the foregoing, with respect to a Bonus payable for a 12 month Performance Period commencing January 1, an Eligible Employee must have maintained Employee status until at least October 1 of such Performance Period to be eligible to receive a Bonus for such Performance Period.

(g) Withholding Tax . To the extent required by applicable federal, state, local or foreign law, each employer shall withhold all applicable taxes from all Bonus amounts.

6. Business Criteria .

(a) Permitted Criteria . Performance Goals established by the Committee may be based on any one of, or combination of, the following: stock price, earnings per share, price-earnings multiples, net earnings, operating earnings, revenue, number of days sales outstanding in accounts receivable, productivity, margin, EBITDA (earnings before interest, taxes, depreciation and amortization), net capital employed, return on assets, shareholder return, return on equity, return on capital employed, growth in assets, unit volume, sales, cash flow, market share, relative performance to a comparison group designated by the Committee, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, customer growth, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures. Such Performance Goals may be measured not only

in terms of the Company’s performance but also in terms of its performance relative to the performance of other entities or may be measured on the basis of the performance of any of the Company’s business units or divisions or any parent or subsidiary entity. Performance may also be measured on an absolute basis, relative to internal business plans, or based on growth. As may be applicable, they may also be measured in aggregate or on a per-share basis. Performance Goals need not be uniform as among participants.

(b) Authorized Adjustments . To the extent applicable, subject to the following sentence and unless the Committee determines otherwise, the determination of the achievement of Performance Goals shall be determined based on the relevant financial measure, computed in accordance with U.S. generally accepted accounting principles (“GAAP”), and in a manner consistent with the methods used in the Company’s audited financial statements. To the extent permitted by Section 162(m) of the Code, if applicable, in setting the Performance Goals within the period prescribed in Section 5(a), the Committee may provide for appropriate adjustment as it deems appropriate, including for one or more of the following items: asset write-downs; litigation or claim judgments or settlements; changes in accounting principles; changes in tax law or other laws affecting reported results; changes in commodity prices; severance, contract termination, and other costs related to exiting, modifying or reducing any business activities; costs of, and gains and losses from, the acquisition, disposition, or abandonment of businesses or assets; gains and losses from the early extinguishment of debt; gains and losses in connection with the termination or withdrawal from a pension plan; stock compensation costs and other non-cash expenses; any extraordinary non-recurring items as described in applicable Accounting Principles Board opinions or Financial Accounting Standards Board statements or in management’s discussion and analysis of financial condition and results of operation appearing in the Company’s annual report to stockholders for the applicable year; and any other specified non-operating items as determined by the Committee in setting Performance Goals.

7. Effective Date and Term of Plan . The Plan is effective as of the Effective Date. Assuming that such stockholder approval is obtained, the Plan shall continue in effect until the Board terminates it or until stockholder approval again is required for the Plan to meet the requirements of Code Section 162(m) but is not obtained.

8. Amendment, Suspension or Termination of the Plan . The Board may at any time amend, suspend or terminate the Plan. However, any amendment or modification of the Plan shall be subject to stockholder approval to the extent required under Code Section 162(m) or other applicable law or regulation.

9. General Provisions .

(a) Transferability . No participant in the Plan shall have the right to transfer, alienate, pledge or encumber his or her interest in the Plan, and such interest shall not (to the maximum permitted by law) be subject to the claims of the participant’s creditors or to attachment, execution or other process of law. However, should a participant die before payment is made of the actual Bonus to which he or she has become entitled under the Plan, then that Bonus shall be paid to the executor or other legal representative of his or her estate.

(b) No Rights to Employment . Neither the action of the Company in establishing or maintaining the Plan, nor any action taken under the Plan by the Committee, nor any provision of the Plan itself shall be construed so as to grant any person the right to remain in Employee status for any period of specific duration, and each participant shall at all times remain an Employee at-will and may accordingly be discharged at any time, with or without cause and with or without advance notice of such discharge.

(c) Acknowledgement of Authority . All Bonuses shall be awarded conditional upon the participant’s acknowledgement, by participation in the Plan, that all decisions and determinations of the Committee shall be final and binding on the participant, his or her beneficiaries and any other person having or claiming an interest in such Bonus.

(d) Company Policies . All Bonuses under the Plan shall be subject to any applicable clawback or recoupment policy of the Company adopted from time to time by the Board.

(e) Unfunded Obligation . Eligible Employees eligible to participate in the Plan shall have the status of general unsecured creditors of the Company. Any amounts payable to such Employees pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including (without limitation) Title I of the Employee Retirement Income Security Act of 1974, as amended. The Company shall not be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations. Employees shall have no claim against the Company for any changes in the value of any assets that may be invested or reinvested by the Company with respect to the Plan.

(f) Reliance on Reports . Each member of the Committee shall be fully justified in relying or acting in good faith upon any report made by the independent public accountants of the Company and its subsidiaries or Affiliated Entities and upon any other information furnished in connection with the Plan by any person or persons other than himself or herself. In no event shall any person who is or shall have been a member of the Committee or of the Board be liable for any determination made or other action taken or any omission to act in reliance upon any such report or information or for any action taken, including the furnishing of information, or failure to act, if in good faith.

(g) Successors . The terms and conditions of the Plan, together with the obligations and liabilities of the Company that accrue hereunder, shall be binding upon any successor to the Company, whether by way of merger, consolidation, reorganization or other change in ownership or control of the Company.

(h) Section 409A . The Plan is intended to comply with the short-term deferral rule set forth in the regulations under Section 409A of the Code in order to avoid application of Section 409A of the Code to the Plan. If and to the extent that any payment under this Plan is deemed to be deferred compensation subject to the requirements of Section 409A of the Code, this Plan shall be administered so that such payments are made in accordance with the requirements of Section 409A of the Code. If an award is subject to Section 409A of the Code, (i) distributions shall only be made in a manner and upon an event permitted under Section 409A of the Code, (ii) payments to be made upon a termination of employment shall only be made upon a “separation from service” under Section 409A of the Code, and (iii) in no event shall a

participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with Section 409A of the Code. Any award granted under the Plan that is subject to Section 409A of the Code and that is to be distributed to a key employee (as defined below) upon separation from service shall be administered so that any distribution with respect to such award shall be postponed for six months following the date of the participant’s separation from service, if required by Section 409A of the Code. If a distribution is delayed pursuant to Section 409A of the Code, the distribution shall be paid within 30 days after the end of the six-month period. If the participant dies during such six-month period, any postponed amounts shall be paid within 90 days of the participant’s death. The determination of key employees, including the number and identity of persons considered key employees and the identification date, shall be made by the Committee or its delegate each year in accordance with Section 416(i) of the Code and the “specified employee” requirements of Section 409A of the Code.

(i) Conformity to Section 162(m) of the Code for Bonuses to Covered Employees Intended to Qualify as Performance-Based Compensation . With respect to Bonuses awarded to Covered Employees intended to qualify as Performance-Based Compensation, terms used in the Plan shall be interpreted in a manner consistent with Section 162(m) of the Code and regulations thereunder (including Treasury Regulation Section 1.162-27). If any provision of the Plan with respect such Bonuses or any agreement evidencing such Bonuses hereunder does not comply or is inconsistent with the provisions of Section 162(m)(4)(C) or regulations thereunder (including Treasury Regulation Section 1.162-27(e)) required to be met in order that compensation (other than post-termination compensation) shall constitute Performance-Based Compensation, such provision shall be construed or deemed amended to the extent necessary to conform to such requirements, and no adjustment to a Bonus or its related Performance Goals shall be authorized or made, and no post-termination payment shall be authorized or made under Section 5(f), if and to the extent that such authorization or the making of such adjustment or payment would contravene such requirements.

(j) Governing Law . The validity, construction, interpretation and effect of the Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof.

IN WITNESS WHEREOF, , by its duly authorized officer acting in accordance with a resolution duly adopted by the Board of Directors of Prothena Biosciences Inc., has executed this Plan on , 2012, effective as of the Effective Date.

Exhibit 10.14

LICENSE AGREEMENT

between

UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION

and

ELAN PHARMACEUTICALS INC.

This License Agreement (“ Agreement ”) is made and entered into this 31 ^st day of December, 2008 (“ Effective Date ”) by and between the UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION, having an office at 1534 White Avenue, Knoxville, TN 37996 (“ UTRF ”), and Elan Pharmaceuticals Inc., a corporation organized and existing under the laws of the State of Delaware having an address of 800 Gateway Boulevard, South San Francisco, CA 94080 (“ Licensee ”).

RECITALS:

WHEREAS, UT (defined below) has assigned its rights in the Licensed Technology (defined below) to UTRF for administration;

WHEREAS, Licensee desires to utilize and commercialize the Licensed Technology in the Field of Use (defined below) and is willing to expend commercially reasonable efforts and resources to do so upon the grant of a license to use the Licensed Technology under the terms and conditions set forth herein; and

WHEREAS, UTRF desires to transfer the Licensed Technology in the Field of Use for the ultimate benefit of the public and believes that such transfer will be facilitated by the grant of a license to Licensee under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the recitals, covenants, conditions, and undertakings contained herein, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings set out below. The singular shall be interpreted as including the plural and vice versa, unless the context clearly indicates otherwise.

Section 1.1 “ Action ” shall have the meaning set forth in Article 8.1(a) hereof.

Section 1.2 “ Affiliate ” means any corporation, partnership, or other entity that at any time during the Term of this Agreement, directly or indirectly Controls or is Controlled by or is under common Control with a party to this Agreement, but only for so long as the relationship exists. A corporation or other entity shall no longer be an Affiliate when through loss, divestment, dilution or other reduction of ownership, the requisite Control no longer exists.

Section 1.3 “ Annual Maintenance Fee ” shall have the meaning set forth in Article 5.1(b) hereof.

Section 1.4 “ Control ” or “ Controls ” or “ Controlled ” means: in the case of a corporation, ownership or control, directly or indirectly, of at least fifty-one percent (51%) of the shares of stock entitled to vote for the election of directors: or (ii) in the case of an entity other than a corporation, ownership or control, directly or indirectly, of at least fifty-one percent (51%) of the assets of such entity.

Section 1.5 “ Federal Policy ” shall have the meaning set forth in Article 2.2 hereof.

Section 1.6 “ Field of Use ” means any and all diagnostic or therapeutic applications directed toward identification or treatment of disease.

Section 1.7 “ Indemnified Party ” shall have the meaning set forth in Article 9.1 hereof.

Section 1.8 “ Instituting Party ” shall have the meaning set forth in Article 8.2 hereof.

Section 1.9 “ License ” shall have the meaning set forth in Article 2.1 hereof.

Section 1.10 “ License Issue Fee ” shall have the meaning set forth in Article 5.1(a) hereof.

Section 1.11 “ Licensed Know-How ” means, except to the extent published or otherwise generally known to the public, any technical data, information, knowledge, methods, or processes: (i) developed by a UT Contributor in the course of employment by UT; (ii) owned or controlled during the Term by UTRF; (iii) disclosed to Licensee by a UT Contributor or UTRF; and (iv) necessary or reasonably useful for the practice of any of the Licensed Patents.

Section 1.12 “ Licensed Patents ” means:

(a) Any United States and foreign patents and/or patent applications listed in Appendix A;

(b) Any divisionals, continuations, continuations-in-part, or other patent applications throughout the Territory arising from or claiming priority to or the benefit of any applications described in (a) above;

-2-

(d) Any claims of United States and foreign patent applications (including, without limitation, continuations-in-part of patent applications or patents described in (a) or (b) above), and of the resulting patents (i) that are directed to subject matter claimed in the patents or patent applications described in (a), (b), or (c) above, and (ii) that UTRF has the right to license hereunder; and

(e) Any reissues, extensions, substitutions, renewals, patents-of-addition, re-examinations, restorations, supplemental protection certificates of any United States patent or any patent resulting from equivalent foreign procedures with respect to any foreign patent described in (a), (b), (c), or (d) above.

Section 1.13 “ Licensed Product ” means any product, method, procedure, service, or process whose manufacture, use, sale, lease, or import:

(a) Is covered by a Valid Claim of the Licensed Patents in the country in which such product, method, procedure, service, process, or part thereof is manufactured, used, sold, leased, or imported; or

(b) Is derived from, made with, uses, or incorporates, in whole or in part Licensed Know-How.

Section 1.14 “ Licensed Technology ” means Licensed Products, Licensed Patents, and Licensed Know-How.

Section 1.15 “ Net Sales ” means:

(a) The gross receipts received by Licensee, Licensee’s Affiliates, or Sublicensees from the use, sale, lease, or other transfer or disposition (including, without limitation, the performance of services utilizing the Licensed Technology) to an independent third party who is not a sublicensee or an Affiliate of a Party or Sublicensee (hereinafter “ Sale ”) of a Licensed Product, less the following deductions; provided they actually pertain to the Sale of Licensed Products and are separately invoiced:

(i) refunds actually given in connection with the Sale in amounts customary in the trade for quantity purchases, cash payments, and prompt payments;

(ii) refunds actually given for Licensed Products that are rejected, returned, or destroyed by customers;

(iii) sales, tariff duties and/or use taxes directly imposed and with reference to a particular Sale (but not including income taxes), to the extent included in gross receipts;

(iv) outbound transportation expenses (including insurance relating thereto) directly related to the Sale, to the extent included in gross receipts;

(v) charge back payments and rebates granted to (i) managed health care organizations, (ii) federal, state and/or local governments or their agencies, (iii) purchasers and reimbursers, or (iv) trade customers, including without limitation, wholesalers and chain and pharmacy buying groups; and

-3-

(vi) the cost of export licenses, import duties, value added tax, and prepaid freight directly related to the Sale, to the extent included in gross receipts.

(b) For purposes of the calculation of Net Sales:

(i) no deductions shall be made for any other costs or expenses, including commissions paid to individuals whether they are with independent sales agencies or regularly employed by Licensee or a Sublicensee;

(ii) “ Net Sales ” shall not include the gross amounts from the Sale of any Licensed Products to any Sublicensee unless such Sublicensee is an end-user of such Licensed Products ( i.e. , Sublicensee’s purchase of Licensed Products is not for the purpose of resale). If such Sublicensee is an end-user, such consideration shall be included in Net Sales at the greater of the actual selling price or the average selling price charged to a third party.

Section 1.16 “ Patent Expenses ” means all fees, costs and expenses (including, without limitation, the professional fees of US and foreign patent counsel) relating to the filing, prosecution and maintenance of the Licensed Patents. For purposes of clarification, included Patent Expenses are any and all fees, costs, and expenses incurred before or after issuance of the Licensed Patents, including, without limitation, fees, costs, and expenses incurred in association with any reissue or reexamination of a Licensed Patent, any interference or opposition proceeding involving one or more Licensed Patents, or any extension or request for extension of the term of one or more Licensed Patents.

Section 1.17 “ Publication ” shall have the meaning set forth in Article 17 hereof.

Section 1.18 “ Royalty Percentage ” shall have the meaning set forth in Article 5.1(d) hereof.

Section 1.19 “ Running Royalties ” shall have the meaning set forth in Article 5.1(d) hereof.

Section 1.20 “ Sponsored Research Agreement ” or “ SRA ” shall mean that certain sponsored research agreement effective as of September 20, 2006 by and between UT, UTRF and Licensee, as amended September 20, 2007.

Section 1.21 “ Sublicense ” means a direct grant of right, license, or option to the Licensed Technology from Licensee to a third party and any further sublicense at any tier.

Section 1.22 “ Sublicensee ” means any recipient of a Sublicense.

Section 1.23 “ Sublicense Revenue ” means all payments received by Licensee and its Affiliates pursuant to each Sublicense, including, without limitation, up-front fees, milestone payments, and license maintenance fees. Notwithstanding the foregoing, running royalties received by Licensee or its Affiliates that are calculated as a percentage of Sublicensee’s Net Sales are not included in Sublicense Revenue.

-4-

Section 1.24 “ Sublicense Royalties ” shall have the meaning set forth in Article 5.1(e) hereof.

Section 1.25 “ Term ” shall have the meaning set forth in Article 14.1 hereof.

Section 1.26 “ Territory ” means the world, subject to the provisions of Article 7.3.

Section 1.27 “ UT ” means The University of Tennessee, an educational agency of the State of Tennessee.

Section 1.28 “ UT Contributor ” means Dr. Jonathan Wall (“ Dr. Wall ”) or Dr. Alan Solomon (“ Dr. Solomon ”) or any employee of UT under the supervision of Dr. Wall and/or Dr. Solomon.

Section 1.29 “ Valid Claim ” means (a) a claim of an issued patent which (i) has not expired and which has not been held revoked, invalid or unenforceable by decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed with the time allowed for appeal having expired, and (ii) which has not been admitted to be invalid through reissue or disclaimer or otherwise; or (b) a claim of a pending patent application which (i) was filed in good faith; and (ii) has not been pending for more than eight (8) years.

ARTICLE 2

GRANT

Section 2.1 Grant of License . During the Term hereof, and subject to the terms and conditions of this Agreement, UTRF hereby grants to Licensee:

(a) an exclusive (even as to UT and UTRF, subject to any rights expressly reserved in this Agreement), research and commercial right and license in the Field of Use, with the right to grant Sublicenses, under UTRF’s rights in Licensed Patents to practice under the Licensed Patents; and

(b) an exclusive (even as to UT and UTRF, subject to any rights expressly reserved in this Agreement), commercial right and license in the Field of Use, with the right to grant Sublicenses, to utilize the Licensed Know-How for the purpose of practicing under the Licensed Patents (collectively, the “ License ”).

Section 2.2 Limitations on the Rights Granted . (a) Federal Government Rights . To the extent that any invention included within the Licensed Technology has been or is in the future funded in whole or in part by the United States government, the United States government retains certain rights in such inventions as set forth in 35 U.S.C. §§200-212 and all regulations promulgated thereunder, as amended, and any successor statutes and regulations

-5-

(“ Federal Policy ”). As a condition of the License granted hereby, Licensee acknowledges and shall comply with all aspects of Federal Policy applicable to the Licensed Technology, including the obligation that Licensed Products used or sold in the United States be manufactured substantially in the United States. Nothing contained in this Agreement obligates UTRF to take any action that would conflict in any respect with its or UT’s past, current or future obligations to the United States government under Federal Policy. To the best of its actual knowledge as of the Effective Date, no invention included within the Licensed Technology has been or will be in the future funded in whole or in part by the United States Government. In the event that UTRF becomes aware of any such funding of the Licensed Technology by the United States Government, UTRF shall provide prompt notice thereof to Licensee.

(b) Reserved Rights . The License is expressly made subject to UTRF’s and UT’s reserved right to practice under the Licensed Patents in the Field of Use for its own non-commercial academic research and teaching purposes.

(c) Licensed Know-How Limitation . UTRF shall have no obligation to provide Licensee with Licensed Know-How or Licensed Materials, or to provide technical assistance in the exercise of the License. In the event Licensee requires technical assistance with respect to the activities conducted by Licensee pursuant to this Agreement, obtaining such technical assistance (whether from the UT Contributor or otherwise) shall be Licensee’s responsibility and at Licensee’s expense.

Section 2.3 Applicability . Nothing in this Agreement shall be construed to confer any rights upon Licensee by implication, estoppel, or otherwise as to any patent rights other than the Licensed Patents and Licensed Know-How, regardless of whether such other rights shall be dominant or subordinate to any Licensed Patents.

ARTICLE 3

SUBLICENSES

Section 3.1 Rights and Requirements . Licensee shall have the right to sublicense the rights granted to Licensee under this Agreement; provided that:

(a) Licensee shall remain liable to UTRF for the full and timely performance of this Agreement, including for any activities by any Sublicensee, including without limitation any Running Royalties due for Net Sales of a Licensed Product by any Sublicensee. No Sublicense shall relieve Licensee of any of its obligations under this Agreement.

(b) This Agreement is in effect and Licensee is not in breach of its obligations under this Agreement;

(i) Licensee shall not grant any rights to a third party that are inconsistent with Licensee’s rights and obligations under this Agreement;

-6-

(ii) Any Sublicense granted by Licensee shall, in addition to such provisions as Licensee deems appropriate for its own benefit, include definitions and provisions on royalties, diligence, confidentiality and publicity, reporting and audit requirements, indemnification, insurance and warranties, patent notices, and use of names consistent with Licensee’s rights and obligations under this Agreement;

(iii) Any act or omission of a Sublicensee which would constitute a breach of this Agreement if it were the act or omission of Licensee shall be defined as an Event of Default in the Sublicense, subject to the same cure provisions in favor of Sublicensee as are otherwise provided herein for breach by Licensee.

(iv) Sublicenses shall include such other provisions as are needed to enable Licensee to comply with this Agreement.

(d) Licensee shall provide UTRF with a copy of each executed Sublicense Agreement within thirty (30) days of its execution.

Section 3.2 Special Termination Rules . Upon termination of this Agreement, each Sublicense shall be governed by Article 14 of this Agreement.

Section 3.3 Failure to Conform to this Article . Licensee’s failure to conform any Sublicense to this Article will have the following effects:

(a) The non-conforming Sublicense will be voidable at UTRF’s sole discretion; provided that UTRF has provided written notice to Licensee and within 60 days of such notice from UTRF, Licensee fails to cure such non-conformance of the Sublicense; and

(b) Said failure will constitute a material breach of this Agreement subject to the termination provisions of Article 14 of this Agreement.

ARTICLE 4

DILIGENCE

Section 4.1 Diligence . Licensee shall use its commercially reasonable efforts to proceed diligently to research, develop and commercialize the Licensed Technology in the Field of Use.

ARTICLE 5

ROYALTIES AND OTHER PAYMENTS

Section 5.1 Fees and Royalties . For the rights, privileges and License granted hereunder, Licensee shall pay to UTRF the following fees and royalties in the manner hereinafter provided until this Agreement expires or is terminated.

-7-

(a) License Issue Fee . Within 30 days of the Effective Date, Licensee shall pay to UTRF the non-refundable sum of $10,000 (“ License Issue Fee ”).

(b) Annual Maintenance Fee . Licensee shall pay UTRF, in addition to all other amounts payable hereunder, a non-refundable license maintenance fee in the amount of $10,000 on the first anniversary of the Effective Date, $10,000 on the second anniversary of the Effective Date, $25,000 on the third anniversary of the Effective Date, and $25,000 on the anniversary of the Effective Date each year thereafter during the Term (“ Annual Maintenance Fee ”).

(d) Running Royalties . In addition to all other amounts payable hereunder, Licensee shall pay to UTRF an amount equal to one percent (1%) (the “ Royalty Percentage ”) of Net Sales of any Licensed Product covered by a Valid Claim of a Licensed Patent (“ Running Royalties ”). Payment of Running Royalties shall be made on a semi-annual basis by the last day of July, and January each year on Net Sales occurring during the immediately preceding calendar quarter. For example, payment of Running Royalties will be due by the last day of January on Net Sales occurring during the last half (July through December) of the immediately preceding calendar year. Notwithstanding the foregoing, Licensee shall owe no Running Royalties on any Sale that does not take place during the Term of this Agreement. For purposes of determining whether a Sale takes place during the Term of this Agreement, a Sale shall be deemed to occur upon the earlier of the shipment of a Licensed Product or invoicing.

(e) Sublicense Royalties . In addition to all other amounts payable hereunder, Licensee shall pay to UTRF Sublicense Royalties equal to the Royalty Percentage of Sublicense Revenue (“ Sublicense Royalties ”) attributable to Patent Rights (the “ Attributable Amount ”). The Attributable Amount shall be the total amount of Sublicense Revenue divided by the number of total patents licensed in the Sublicense multiplied by the number of patents in Licensed Patents; provided , however , that in no event shall the Attributable Amount be less than one third (1/3) of the Royalty Percentage. Payment of Sublicense Royalties shall be made on a semi-annual basis by the last day of July and January each year on Sublicense Revenue generated during the immediately preceding calendar half year. For example, payment of Sublicense Royalties will be due by the last day of July on Sublicense Revenue occurring during the first half (January through June) of the same calendar year.

Section 5.2 Maximum Royalties . In the event that any royalties payable under this Agreement are higher than the maximum royalties permitted by the law or regulations of a particular country:

(a) The Running Royalties payable for Licensee’s Net Sales in such country shall be equal to the maximum permitted royalty under such law or regulations;

(b) Notice documenting that Running Royalties payable under this Agreement are higher than a country’s maximum royalties shall be provided to UTRF;

-8-

(c) An authorized representative of Licensee shall notify UTRF, in writing, within 30 days of discovering that such Running Royalties are approaching or have reached the maximum amount; and

(d) Licensee shall provide UTRF with written documentation regarding the laws or regulations establishing any such maximum.

Section 5.3 Effect of Taxes on Royalties . In the event that any taxes are levied by any foreign taxing authority on Running Royalties payable by Licensee under this Agreement, and Licensee determines in good faith that it must pay such taxes:

(a) Licensee shall have the right to pay such taxes levied on Running Royalties to the local tax authorities on behalf of UTRF;

(b) Licensee shall pay the net amount of Running Royalties due after reduction by the amount of such taxes that are actually owed and paid;

(d) Licensee shall inform UTRF in writing within thirty (30) days of being notified that taxes will or have been levied by a taxing authority on Running Royalties.

Section 5.4 Late Payments . In the event any payments are not received by UTRF when due, Licensee shall pay to UTRF interest on the overdue balance at the lesser of 1% per month or the maximum rate of interest allowed by law. Licensee shall also pay all reasonable collection costs at any time incurred by UTRF in obtaining payment of amounts past due, including reasonable attorneys fees. The payment of such interest shall not foreclose UTRF from exercising any other rights it may have as a consequence of the lateness of any payment.

Section 5.5 Payment Shortage . If an examination of records provided under Article 6 of this Agreement reveals a payment shortage of greater than 5% of the total amount due under any one royalty payment, Licensee shall promptly reimburse UTRF for the reasonable cost of examination, the shortage in payment, and the interest accrued on the shortage under Article 5.4 of this Agreement.

Section 5.6 Manner of Payments . All payments shall be paid in United States dollars and sent to the notice address under Article 16.1, or at such other place as UTRF may reasonably designate consistent with the laws and regulations controlling in the United States or any foreign country. If any currency conversion shall be required in connection with the payment of royalties hereunder, such conversion shall be made by using the exchange rate listed in the Wall Street Journal for major New York banks on the last business day of the calendar quarter to which such royalty payments relate. If the transfer of moneys owed to UTRF or the conversion into United States Dollar equivalents in any such instance is not lawful or possible, the payment of such part of the royalties as is necessary shall be made by the deposit thereof, in the currency of the country where the sales were made on which the royalty was based, to the credit and account of UTRF or its nominee in any commercial bank or trust company of its choice located in that country, prompt notice of which shall be given by Licensee to UTRF.

-9-

Section 5.7 Event of Default . Licensee’s failure to make any payment will constitute a material breach of this Agreement subject to the termination provisions of Article 14 of this Agreement.

Section 5.8 Effect of Receipt or Acceptance . Receipt or acceptance by UTRF of any payment or report under this Agreement shall not prevent UTRF from subsequently challenging the validity or accuracy of such payment or report.

ARTICLE 6

REPORTS AND RECORDS

Section 6.1 Books of Account . Licensee shall keep, and shall require each Sublicensee to keep, full, true and accurate books of account containing all particulars necessary to determine and show the amounts payable to UTRF hereunder. Licensee shall keep all books of account at its principal place of business or, upon written notice to UTRF, the principal place of business of its appropriate division to which this Agreement relates and shall require the same of each Sublicensee. Licensee shall ensure that its books are open at all reasonable times for five (5) years following the end of the calendar year to which they pertain, to the inspection by UTRF or its agents, upon reasonable notice and no more than once in any calendar year, for the purpose of verifying compliance with this Agreement, and Licensee shall require the same of each Sublicensee.

Section 6.2 Delivery of Reports . Licensee shall deliver to UTRF true and accurate reports, relating to the business conducted by Licensee and its Sublicensees under this Agreement as set forth in Article 6.3:

(a) Before the first commercial use or sale of a Licensed Product or the granting of the first Sublicense under this Agreement (whichever occurs first), annually, on January 31 of each year; and

(b) After the first commercial use or sale of a Licensed Product or the granting of the first Sublicense under this Agreement, on a semi-annual basis by the last day of July and January each year on relevant business conducted by Licensee during the immediately preceding calendar half year.

Section 6.3 Content of Reports . Reports shall include at least the following on a Licensed Product-by-Licensed Product, country-by-country, and Sublicense-by-Sublicense basis:

(a) The number/amount of Licensed Products, used, leased, sold, and imported by and/or for Licensee and each Sublicensee; and

(b) Total amounts invoiced and total amounts received for Licensed Products used, leased, and sold by and/or for Licensee and all Sublicensees; and

-10-

(d) A copy of each statement or report submitted to Licensee by a Sublicensee; provided that such statement or report has not previously been provided by Licensee to UTRF; and

(e) Total amount due under this Agreement (including, without limitation, the manner in which all royalties were calculated and a breakdown for each type of royalties listed in Article 5 and their respective amounts payable); and

(f) The current status of any regulatory activities pertaining to Licensed Products; and

(g) The name, address, and phone number of each Sublicensee and the Licensed Patents licensed to each Sublicensee (including the named inventors of each of the Licensed Patents being sublicensed) as of the last date of the reporting period; and

(h) Upon reasonable request by UTRF, a summary report describing the compliance by Licensee with the diligence provisions of Article 4.1; and

(i) If no payment shall be due, Licensee shall so report.

Section 6.4 Responsibility for Accuracy . Licensee shall be responsible for completeness and accuracy of its own records and reports as well as those of each Sublicensee. Each report submitted to UTRF by Licensee shall be signed by a duly authorized officer of Licensee or of the respective Sublicensee as appropriate.

ARTICLE 7

PATENT PROSECUTION

Section 7.1 Rights and Duties . (a) During the Term and subject to consultation with UTRF, Licensee will be responsible for preparing, applying for, seeking issuance of, and maintaining patent applications and issued patents included in Licensed Patents in such countries as it deems appropriate for its business objectives and for prosecuting or defending interferences, oppositions, and reexaminations declared with regard to patent applications and issued patents included in such Licensed Patents. Licensee will notify UTRF before taking any substantive actions.

(b) UTRF shall make, execute and deliver any and all instruments and documents and perform any and all acts, necessary to obtain and maintain Licensed Patents in any and all countries. All costs and expenses of application and prosecution of such Licensed Patents shall be paid by Licensee.

(c) In the event that Licensee elects not to file, prosecute, or maintain any Licensed Patent in the Territory, Licensee shall so notify UTRF of such decision no later than thirty (30) days before any applicable statutory bar date or response date, as the case may be, to permit UTRF (at its own expense) to prosecute and/or maintain the patent application(s) and/or patent(s) that were the subject of such notice.

-11-

Section 7.2 Patent Numbering . Licensee and all its Sublicensees shall mark all products covered by Licensed Patents with patent numbers in accordance with the statutory requirements in the country(ies) of manufacture, use, and sale.

Section 7.3 Exclusion of Certain Foreign Patents . In order that Licensee will not incur expenses for foreign Licensed Patents that it considers unnecessary to its business objectives, Licensee may notify UTRF in writing of particular countries that it wishes to exclude from the License. From and after the date of such notice:

(a) Licensee shall have no rights, privileges, or license under this Agreement in the specified country(ies);

(b) Licensee shall have no responsibility for expenses incurred in the filing, prosecution, or maintenance of Licensed Patents in the specified country(ies);

(c) Licensee agrees that it will not thereafter manufacture, use, sell, lease, or import Licensed Products in the specified country(ies).

(d) The specified country(ies) will be automatically deleted from the definition of Territory; and

(e) All patents and patent applications in the specified country(ies) will be automatically deleted from the Licensed Patents.

ARTICLE 8

INFRINGEMENT

Section 8.1 Enforcement . If either Licensee or UTRF becomes aware of any infringement of the Licensed Patents by a third party, the party having the knowledge will give the other party prompt written notice.

(a) Licensee . Licensee shall have the first right during the Term, at its sole cost and expense, to commence any action that Licensee deems appropriate, including notifying the infringer to cease and desist all such infringing activity, filing a complaint and/or instituting an action or a lawsuit for any known or suspected third party activity that may infringe the Licensed Patents (each, an “ Action ”), and, in furtherance of such right, UTRF hereby agrees that Licensee may include UTRF as a party plaintiff in any such Action, without expense to UTRF. In the event Licensee commences an Action, UTRF shall retain the right, at its own expense, to join such Action as a co-litigant.

(b) UTRF . Should Licensee fail to commence and pursue any particular Action, then UTRF may commence, at its sole cost and expense, such Action as UTRF deems appropriate; provided that:

(i) UTRF gives Licensee a written 60-day notice of its intention to initiate such Action; and

-12-

(ii) Licensee fails to initiate said suggested Action within said 60 day notice period; and

(iii) Licensee shall retain the right to join such Action as a co-litigant.

Section 8.2 Cooperation . Upon the request of the party that institutes an Action (the “ Instituting Party ”), the other party (the “ Co-Party ”) shall:

(a) Join any such Action as a necessary party; and

(b) Use its commercially reasonable efforts to assist and cooperate with the Instituting Party in such Action.

The Instituting Party shall reimburse the Co-Party for any reasonable and pre-approved costs related to such assistance and cooperation.

Section 8.3 Recovery of Damages . After reimbursement of the parties’ previously unreimbursed out-of-pocket expenses of such Action or any previous Action, any remaining recovery of damages resulting from any Action shall be retained by the Instituting Party.

Section 8.4 Declaratory Judgment Action . In the event that a declaratory judgment action alleging invalidity or noninfringement of any of the Licensed Patents shall be brought against UTRF, it shall immediately notify Licensee thereof, and Licensee may, within thirty (30) days of Licensee’s receipt of UTRF’s notice regarding such action and with the written consent of UTRF which shall not be unreasonably withheld, intervene and take over the sole defense of the action against UTRF at Licensee’s own expense; provided that Licensee may not enter into a consent judgment acknowledging the invalidity or noninfringement of any of the Licensed Patents or an admission of fault or of wrongdoing or that materially affects the rights of UTRF hereunder without the prior written approval of UTRF, which approval shall not be unreasonably withheld.

Section 8.5 Notice and Settlement . The Instituting Party shall reasonably notify the Co-Party of the course of any Action and shall not settle any Action without prior approval of the Co-Party (i) during the Term if such settlement contains an admission of the invalidity of any Licensed Patents or (ii) either during or after the Term if such settlement contains an admission of fault or wrongdoing or materially affects the rights of the Co-Party hereunder. Such approval shall not be unreasonably withheld.

ARTICLE 9

INDEMNIFICATION; INSURANCE;

REPRESENTATIONS; DISCLAIMER OF WARRANTIES

Section 9.1 Indemnification . In the event that UTRF, UT, any of their trustees, directors, officers, or employees (each an “ Indemnified Party ”) is, as a result of the manufacture, marketing, use, sale, lease, or import of Licensed Products under this Agreement, made a party in

-13-

a lawsuit for infringement of a patent by a third party or is made a party in any lawsuit arising out of the manufacture, marketing, use, sale, lease, or import of Licensed Products under this Agreement or any Sublicense, including, without limitation, actions founded on product liability (a “ Claim ”), the following provisions shall apply:

(a) Licensee shall defend or settle, at Licensee’s expense, any such Claim; provided that Licensee shall not enter into any such settlement (i) without the prior approval of UTRF, which approval shall not be unreasonably withheld, if such settlement contains an admission of the invalidity of any Licensed Patent or materially affects the rights of UTRF hereunder; or (ii) without the prior approval of the Indemnified Party(ies), which approval shall not be unreasonably withheld, if such settlement contains an admission of fault or wrongdoing on the part of such Indemnified Party(ies);

(b) Licensee shall indemnify and hold the Indemnified Party(ies) harmless for any and all damages, losses, liability, and costs resulting from such Claim except for damages, losses, liability, or costs resulting from the breach of this Agreement, willful misconduct or misrepresentation by UTRF, UT, or their respective trustees, directors, officers, or employees, as adjudicated by decision of a court of competent jurisdiction, unappealable or unappealed within the time provided by law, subject to the conditions for this indemnity set forth in Section 9.1(c).

(i) UTRF must promptly (within no more than thirty (30) days) notify Licensee upon receipt of oral or written notice of any actual or threatened Claim upon which indemnification hereunder could be based. If UTRF does not promptly notify Licensee of an actual or alleged Claim and Licensee is materially prejudiced thereby, this indemnity shall not apply to a Claim against UTRF.

(ii) Within thirty (30) days after a Claim is made, the Indemnified Party shall provide written consent for Licensee to undertake and control the defense of such Claim.

(iii) If a Claim is made, the Indemnified Party shall assist Licensee and cooperate in defending against and gathering information with respect thereto.

(iv) The Indemnified Party shall not, except at its own cost, voluntarily make or agree to make any payment in connection with any Claim without the prior written consent of an authorized representative of Licensee.

Section 9.2 Insurance . During the Term Licensee shall obtain and carry in full force and effect commercial, general liability insurance which shall cover Licensee and the Indemnified Parties with respect to events covered by Article 9.1 above. Licensee shall provide UTRF and University with Certificates of Insurance. Such insurance shall:

(a) Be written by a reputable insurance company authorized to do business in the State of Tennessee;

(b) Be endorsed to include product liability coverage;

-14-

(c) Have a limit of not less than $3,000,000.00 per occurrence with an aggregate of $10,000,000.00 for personal injury or death, and $3,000,000.00 per occurrence with an aggregate of $10,000,000.00 for property damage.

Section 9.3 Representations and Warranties . (a) Each party represents and warrants that:

(i) It is authorized to enter into this Agreement;

(ii) Entering into this Agreement does not and will not create a conflict with or breach of the terms of any other agreement to which it is a party; and

(iii) All rights exercised and obligations undertaken in connection with this Agreement will comply with all applicable foreign, federal, state, and local laws and regulations.

(b) UTRF represents and warrants that to the best of its actual knowledge as of the Effective Date, it has fully complied and will fully comply with the requirements, to the extent applicable, of 35 U.S.C. § 200 et seq. and all implementing regulations, to the extent applicable, that are necessary to perfect title to the Licensed Patents.

Section 9.4 Disclaimer of Warranties . EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, UTRF, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. IN NO EVENT SHALL UTRF OR ITS RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER UTRF SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS:

(a) A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRF THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY;

(b) A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRF AS TO THE VALIDITY OR SCOPE OF THE LICENSED PATENTS;

(c) A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRF THAT ANY PATENT APPLICATION INCLUDED IN THE LICENSED PATENTS WILL ULTIMATELY ISSUE AS A PATENT;

-15-

(d) A REQUIREMENT THAT UTRF SHALL BE RESPONSIBLE FOR THE EXPENSES OF FILING OR PROSECUTING ANY PATENT APPLICATION OR MAINTAINING ANY ISSUED PATENT IN FORCE;

(e) AN OBLIGATION ON THE PART OF UTRF TO BRING OR PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT OF THE LICENSED PATENTS OR FOR UNAUTHORIZED USE OF THE KNOW-HOW;

(f) AN OBLIGATION ON THE PART OF UTRF TO DEFEND ANY ACTION OR SUIT BROUGHT BY ANY THIRD PARTY;

(g) A REPRESENTATION MADE OR WARRANTY GIVEN BY UTRF AS TO THE SAFETY, RELIABILITY OR EFFICACY OF THE LICENSED PRODUCTS;

ARTICLE 10

EXPORT CONTROLS

Section 10.1 Limitations . Licensee hereby agrees that it will not sell, transfer, export or re-export any Licensed Products or Licensed Technology:

(a) In any form, or any direct products thereof, except in compliance with all applicable laws, including the export laws of any U.S. Government agency and any regulations thereunder; and

(b) To any persons or any entities with regard to which there exist grounds to suspect or believe that they are violating applicable laws, including export laws of any U.S. Government agency.

Section 10.2 Responsibilities . Licensee shall be solely responsible for obtaining all licenses, permits or authorizations required from the U.S. and any other government for any such export or re-export.

ARTICLE 11

NON-USE OF NAMES

Section 11.1 Licensee shall not use the names or trademarks of UTRF, of UT, nor any adaptation thereof, nor the names of any of their employees, directors, trustees, or any UT Contributor in any advertising, promotional or sales literature without prior written consent obtained from UTRF, UT, or said employee, director, trustee, or UT Contributor, as applicable, in each case, except that Licensee may state that it is licensed by UTRF under one or more of the patents and/or patent applications comprising the Licensed Patents.

Section 11.2 UTRF shall not use the names or trademarks of Licensee, nor any adaptation thereof, nor the names of any employee of Licensee, in any advertising, promotional, sales or other literature without prior written consent obtained from Licensee, or said employee, as applicable, in each case, except that UTRF may state that it has licensed one or more of the patents and/or applications comprising the Licensed Patents to Licensee.

-16-

ARTICLE 12

CONFIDENTIALITY

Section 12.1 Disclosure of Agreement . Nothing herein shall preclude a Party from disclosing the existence of this Agreement and the general scope of the License granted hereunder. However, neither Party shall disclose the economic terms of this Agreement except as may be required by applicable law or be a court of competent jurisdiction or in order to defend or prosecute litigation, and except that UTRF may disclose such economic terms to the UT Contributor, UT, and the State of Tennessee and as required by Federal Policy.

Section 12.2 Confidential Information . Subject to the exceptions set forth herein, all information or material disclosed pursuant to this Agreement and/or related to the Licensed Technology shall be confidential (“ Confidential Information ”). The recipient of Confidential Information (“ Receiving Party ”) agrees to hold in confidence, and not to distribute or disseminate to any person or entity, for any reason for a period of ten (10) years after receipt, any Confidential Information received under or relating to this Agreement from the other Party (“ Providing Party ”), except for Confidential Information which:

(a) was known or used by the Receiving Party prior to the date of disclosure to the Receiving Party as evidenced by written records; or

(b) either before or after the date of disclosure is lawfully disclosed to the Receiving Party by sources other than the Providing Party which are rightfully in possession of the Confidential Information and not subject to any obligation of confidentiality, as evidenced by written records; or

(c) either before or after the date of disclosure to the Receiving Party becomes generally known to the public, through no fault or omission on the part of the Receiving Party; or

(d) is independently developed by or for the Receiving Party without reference to, knowledge of, or reliance upon the Confidential Information as evidenced by written records; or

(e) is required to be disclosed by the Receiving Party to comply with applicable laws, to defend or prosecute litigation or to comply with governmental regulations; provided that the Receiving Party provides prior written notice of such disclosure to the Providing Party and takes reasonable and lawful actions to avoid and/or minimize the degree of such disclosure; provided that specific information shall not be deemed to be within any of these exclusions merely because it is embraced by more general information falling with these exclusions.

-17-

Disclosures of Confidential Information to Licensee, including, without limitation, disclosures that are made to Licensee by UT Contributors, shall be deemed, for purposes of this Article, to be disclosures made by UTRF.

Section 12.3 Disclosure to Counsel . The Parties agree that counsel of the parties may receive Confidential Information.

ARTICLE 13

ASSIGNMENT

Section 13.1 This Agreement shall be binding upon and shall inure to the benefit of UTRF and its assigns and successors, and shall be binding upon and shall inure to the benefit of Licensee and its assigns; provided that Licensee obtains prior written approval from UTRF for any assignment of this Agreement to a third party, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, no prior written approval from UTRF shall be required for any assignment of this Agreement by Licensee to an Affiliate of Licensee or in connection with the transfer or sale of all or the majority of its business related to the subject matter of this Agreement, or in the event of a change in control of Licensee. Licensee’s right to assign the rights granted to Licensee under this Agreement shall be further conditioned upon the following:

(a) This Agreement is in effect and Licensee is not in breach of its obligations under this Agreement; and

(b) Licensee shall forward any such assignment document(s) to UTRF within thirty (30) days after the effective date thereof.

Section 13.2 Failure to Conform to this Article . Any attempt to assign the rights granted to Licensee under this Agreement that fails to fulfill any of the terms of this Article in any way shall make said attempt voidable at UTRF’s sole discretion.

ARTICLE 14

TERM AND TERMINATION

Section 14.1 Term . This Agreement shall take effect upon the Effective Date, and unless earlier terminated pursuant to the provisions of this Article 14, shall continue in full force and effect on a country-by-country basis for the longer of (i) a period of twenty (20) years from the Effective Date, or (ii) in each country in which a Valid Claim for any Licensed Patent shall continue to exist, until the last Valid Claim for any Licensed Patent shall expire in such country, at which time this Agreement shall expire as to such country (“ Term ”). After expiration of the Term in a country, Licensee shall have a perpetual, fully paid, royalty-free license to the Licensed Technology in such country, such license being of no greater scope than that granted hereunder. Licensee shall continue to be obligated to pay (i) Running Royalties on account of Licensed Products sold in any country for which the Term shall not have expired; and (ii) Sublicense Royalties on Sublicense Revenue attributable to any country for which the Term shall not have expired; and (iii) the Annual Maintenance Fee for as long as there is at least one country for which the Term shall not have expired.

-18-

Section 14.2 Failure to Carry on Licensee’s Business . If Licensee shall be adjudicated by a court of competent jurisdiction to be insolvent or is dissolved or declared bankrupt or is placed in receivership pursuant to proceedings directed against Licensee or if Licensee declares bankruptcy or insolvency, this Agreement shall terminate immediately, unless UTRF, after being informed of the same, elects to the contrary.

Section 14.3 Licensee’s Failure to Make Payment . Should Licensee fail to pay UTRF any payment due and payable under this Agreement, UTRF shall have the right to terminate this Agreement on one hundred and twenty (120) days’ notice, unless Licensee pays UTRF, within one hundred and twenty (120) days after Licensee’s receipt of such notice, all such overdue payments along with interest due and payable. Upon the expiration of the 120-day period, if Licensee shall not have paid all such payments along with interest due and payable, the rights, privileges and License granted hereunder shall terminate.

Section 14.4 Licensee’s Material Breach . UTRF shall notify Licensee in writing of any material breach or default of this Agreement by Licensee. Licensee shall have sixty (60) days after receipt of such written notice from UTRF to correct such default. If such default is not corrected within the sixty (60) day period, UTRF shall have the right, at its option, to terminate this Agreement. The failure of UTRF to exercise such right of termination for non-payment of royalties or otherwise shall not be deemed to be a waiver of any right UTRF might have, nor shall such failure preclude UTRF from exercising or enforcing said right upon any subsequent breach or default by Licensee.

Section 14.5 Licensee’s Right to Terminate . Licensee shall have the right to terminate this Agreement:

(a) On sixty (60) days’ written notice in the event that UTRF is in material breach or default of this Agreement and fails to cure such breach or default within sixty (60) days after UTRF’s receipt of such notice; or

(b) At any time on three (3) month’s written notice to UTRF provided that Licensee has paid all amounts due UTRF through the effective date of the termination.

Section 14.6 Surviving Obligations . Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination. In addition, if the Agreement has been terminated for a reason other than breach on the part of Licensee, then Licensee (and any Sublicensee not then in default) may, after the effective date of such termination, sell all Licensed Products and complete Licensed Products in the process of manufacture at the time of such termination and sell the same; provided that Licensee shall pay to UTRF the royalties thereon as required by Article 5 of this Agreement and shall submit the reports required by Article 6 on the sales of Licensed Products.

Section 14.7 Effect on Sublicensees . Upon termination of this Agreement for any reason, any Sublicensee not then in default shall have the right to seek a license from UTRF.

-19-

ARTICLE 15

RESERVED

ARTICLE 16

RESERVED PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS

Section 16.1 Any payment, notice or other communication required or permitted hereunder (hereinafter “ notice ”) shall be in writing and shall be hand-delivered, sent by overnight courier, mailed by certified United States mail, return receipt requested, or sent by facsimile, to the address(es) given below or to such other address(es) as the parties may hereafter specify in writing. Notice shall be deemed given and received five (5) days after being deposited with the U.S. Postal Service certified mail postage prepaid, or if notice is hand-delivered or sent by overnight courier, upon the date of actual delivery, or if sent by facsimile, upon the date the receiving party acknowledges receipt in writing, by email or otherwise. An email notice shall be given concurrently to all the email addresses provided by the recipient party and the first acknowledgment of receipt from the recipient party shall establish the date on which such notice is given.

UTRF:

University of Tennessee Research Foundation

600 Henley Street, Suite 211

UT Conference Center

Knoxville, TN 37996-4122

Attn: President

With copy to:

Richard Magid, Ph.D.

University of Tennessee Research Foundation

910 Madison Ave, Suite 827

Memphis, TN 38163

Licensee:

Elan Pharmaceuticals, Inc.

800 Gateway Boulevard

South San Francisco, CA 94080

Attn: Chief Intellectual Property Counsel

-20-

ARTICLE 17

PUBLICATIONS

Section 17.1 UT Rights to Publish Licensed Technology . Licensee recognizes that under UTRF and UT policy, the results of a UT research project must be publishable and agrees that researchers engaged in such research shall have the right, with regard to the Licensed Technology, to present at symposia, professional meetings and to publish in journals, theses or dissertations, or otherwise of their own choosing (“ Publication ”); provided that (a) UTRF shall provide such Publication regarding the Licensed Technology to Licensee promptly upon receipt; and (b) UTRF shall not be deemed in breach or default of this Agreement merely due to a Publication that UTRF does not receive prior to publication. Notwithstanding the foregoing, the publication provisions contained in the Sponsored Research Agreement among the parties hereto, effective as of September 20, 2006, shall remain in full force and effect in accordance with the terms thereof.

ARTICLE 18

MISCELLANEOUS PROVISIONS

Section 18.1 The parties hereto acknowledge that the SRA remains in full force and effect according to its terms and this Agreement does not supersede the SRA in any respect. For the avoidance of doubt, the terms of the SRA shall govern, and no representation or warranty thereto is made by UTRF in this Agreement, with respect to the following:

(a) the secret or confidential nature of any know-how;

(b) any obligation on the part of UTRF to take any action to prevent the disclosure of the licensed technology by UT, UT’s employees or any third party; and

(c) whether any of the inventors will agree to provide technical assistance or consultation to licensee, or that such technical assistance or consultation, if provided, would be sufficient to enable Licensee to successfully exploit the Licensed Technology.

Section 18.2 Subject to Section 18.1, the parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto.

Section 18.3 The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

Section 18.4 The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

-21-

Section 18.5 Neither party will be liable for any failure to perform as required by this Agreement, if and to the extent that the failure to perform is caused by circumstances reasonably beyond such party’s control, including without limitation labor disturbances or disputes, accidents, failure to obtain any required governmental approval, civil disorders, acts of aggression, acts of God, energy or other conservation measures, explosions, failure of utilities, mechanical breakdowns, disease, thefts, or other such occurrences.

Section 18.6 This Agreement may be executed by facsimile and in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same document. The parties agree that facsimile copies of signatures have the same effect as original signatures.

-22-

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers the day and year set forth below.


ELAN PHARMACEUTICALS INC. (“Licensee”)

By:		/s/ Nina Ashton
Name:		Nina Ashton
Title:		Vice President, IP
Date:		(12-31-08) 1-13-09

UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION (“UTRF”)

By:		/s/ Dr. Fred Tompkins
Name:		Dr. Fred Tompkins
Title:		President
Date:		12-31-08

APPENDIX A

LICENSE AGREEMENT

between

UNIVERSITY OF TENNESSEE RESEARCH FOUNDATION

and

ELAN PHARMACEUTICALS INC.

LICENSED PATENTS

U.S. Patent Application # 11/966,988 , titled “Treatment and Prophylaxis of Amyloidosis”

PCT International Application No. PCT/US07/089169 , titled “Treatment and Prophylaxis of Amyloidosis”

A-1

Exhibit 21.1

Subsidiaries of Prothena Corporation plc

The following entities will be the subsidiaries of Prothena Corporation plc after giving effect to the transactions described in the Form 10 registration statement:


Name		Jurisdiction of Incorporation/Formation

Neotope Biosciences Limited		Ireland

Onclave Therapeutics Limited		Ireland

Prothena Biosciences Inc		Delaware

Exhibit 99.1

[ELAN LETTERHEAD]

[ — ], 2012

Dear fellow Elan shareholder:

In August 2012, we announced our intention to separate a substantial portion of our drug discovery business platform, which we refer to as the “Prothena Business,” into a new, publicly traded company incorporated in Ireland which we have named Prothena Corporation plc (“Prothena”).

We believe that the transaction will provide a number of benefits, including (i) greater strategic focus of financial resources and management’s efforts, (ii) direct and differentiated access to capital resources, (iii) enhanced investor choice through investment opportunities in two separate companies and (iv) enhanced management incentive tools.

The separation of the Prothena Business from Elan will be completed through a “demerger” under Irish law. The demerger will be effected by Elan transferring the Prothena Business to Prothena, in exchange for Prothena issuing directly to the holders of Elan ordinary shares and Elan American Depositary Shares (“ADSs”), on a pro rata basis, Prothena ordinary shares representing 99.99% of Prothena’s outstanding shares (with the remaining 0.01% of Prothena’s outstanding shares, which were previously issued to the original incorporators of Prothena and which we refer to as the “incorporator shares,” being mandatorily redeemed by Prothena after the demerger as described below). Prothena’s issuance of 99.99% of its outstanding shares will constitute a deemed “in specie distribution,” or a distribution in the form of assets other than cash (in this case, Prothena shares), by Elan to holders of record of Elan ordinary shares and Elan ADSs as of 11:59 p.m., Dublin Time, on [ — ], 2012, which will be the record date. Pursuant to the demerger, each Elan shareholder will receive 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs held as of the record date.

Prior to the separation and distribution, a wholly-owned subsidiary of Elan agreed (conditioned on the consummation of the separation and distribution) to subscribe for newly-issued ordinary shares of Prothena, representing 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription), for a cash payment to Prothena of $26.0 million. This subscription will be consummated immediately following the separation and distribution. Immediately after the consummation of Elan’s subscription for 18% of Prothena’s outstanding ordinary shares (as calculated immediately following the consummation of such subscription), the incorporator shares will be mandatorily redeemed by Prothena pursuant to their terms for their initial subscription price, and cancelled.

Immediately following the separation and distribution, our subscription for Prothena ordinary shares and Prothena’s redemption of the incorporator shares, Elan shareholders will own directly 82% of the outstanding ordinary shares of Prothena, and Elan will own the remaining 18%. For U.S. federal income tax purposes, Elan expects to receive an opinion on the closing date of the separation and distribution from each of Cadwalader, Wickersham & Taft LLP and KPMG LLP to the effect that the separation and distribution should qualify as a reorganization under section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), and the distribution, as such, should qualify as a distribution of our ordinary shares to Elan shareholders under section 355 of the Code. If the separation and distribution are so treated, Elan shareholders should not recognize any gain for U.S. federal income tax purposes on the receipt of our ordinary shares, except with respect to cash received in lieu of fractional Prothena ordinary shares. However, the separation and distribution are not conditioned on the receipt of an opinion confirming these expected U.S. federal income tax consequences, nor will Elan seek a ruling from the United States Internal Revenue Service addressing the separation and distribution and related transactions.

For Irish tax purposes, Elan expects to receive an opinion on the closing date of the separation and distribution from KPMG Ireland to the effect that save with respect to the receipt of cash in lieu of fractional entitlements to Prothena ordinary shares, the distribution should not give rise to a taxable event for those classes

of Irish shareholders specifically referred to in the section below entitled “Material Irish Tax Consequences of the Distribution.” However, the distribution is not conditioned on the receipt of an opinion confirming these expected Irish tax consequences, nor will Elan seek a specific confirmation from the Revenue Commissioners of Ireland in respect of the anticipated tax treatment of the distribution.

On [ — ], 2012, Elan shareholders voted to approve the making of the deemed in specie distribution by Elan. You do not need to take any further action to receive the Prothena ordinary shares to which you are entitled as an Elan shareholder. Furthermore, you do not need to pay any consideration to Elan or Prothena or surrender or exchange your Elan ordinary shares or Elan ADSs in connection with the separation and distribution.

Immediately following the separation and distribution, you will own ordinary shares and/or ADSs in Elan, and ordinary shares in Prothena. Elan ordinary shares will continue to trade on the Official List of the Irish Stock Exchange, and Elan ADSs will continue to trade on the New York Stock Exchange under the symbol “ELN.” Prothena’s ordinary shares are expected to be traded on The Nasdaq Global Market under the symbol “PRTA.”

We encourage you to read the attached information statement, which is being provided to holders of record of Elan ordinary shares and ADSs on [ — ], 2012. The information statement describes the separation and distribution in detail and contains important business and financial information about Prothena.

On [ — ], 2012, the board of directors of Elan approved the separation and distribution and our subscription for Prothena ordinary shares. We believe that these transactions are in the best interests of Elan, our shareholders, and Prothena. We remain committed to working on your behalf to continue to build long-term shareholder value.

Very truly yours,

Robert A. Ingram

Chairman of the Board

Elan Corporation, plc

[PROTHENA CORPORATION PLC LETTERHEAD]

[ — ], 2012

Dear future Prothena Corporation plc shareholder:

On behalf of the entire Prothena team, I welcome you as a future shareholder. Prothena is a biotechnology company focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion. Following the separation of the Prothena business from Elan Corporation, plc, Prothena will continue to focus on innovation, differentiated scientific advancement, unique intellectual property creation and translational capability to transform science into clinical assets.

As an independent, publicly-traded company, we believe we can more effectively focus on and execute our objectives and satisfy the capital needs of our company. We believe this will bring more value to you as a shareholder than we could as an operating segment of Elan. In addition, we will have the ability to offer our employees incentive opportunities linked to our performance as an independent, publicly-traded company, which we believe will further enhance employee performance.

Our focused management team is highly motivated to be a growth-oriented company and to enhance value for our shareholders. We believe that following the separation, our talented management and scientific team, who at Elan discovered Tysabri ^® and an approach to immunotherapy for Alzheimer’s disease, will have the resources to accomplish these goals.

I encourage you to learn more about Prothena and our strategic initiatives by reading the attached information statement. We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.”

We look forward to continuing our research and development programs and rewarding our shareholders as we begin a new and exciting chapter in our company’s history.

Very truly yours,

Lars Ekman, MD, PhD

Chairman of the Board

Prothena Corporation plc

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2012

PRELIMINARY INFORMATION STATEMENT

Prothena Corporation plc

Ordinary Shares

(par value $0.01 per share)

This information statement is being furnished in connection with the separation of a substantial portion of the drug discovery business platform of Elan Corporation, plc (“Elan”), which we describe more specifically herein and which we refer to as the “Prothena Business,” into a new company, Prothena Corporation plc (“Prothena”), an Irish public limited company. The separation of the Prothena Business from Elan will be completed through a “demerger” under Irish law. The demerger will be effected by Elan transferring the Prothena Business to Prothena, in exchange for Prothena issuing directly to the holders of Elan ordinary shares and Elan American Depositary Shares (“ADSs”), on a pro rata basis, Prothena ordinary shares representing 99.99% of Prothena’s outstanding shares (with the remaining 0.01% of Prothena’s outstanding shares, which were previously issued to the original incorporators of Prothena and which we refer to as the “incorporator shares,” being mandatorily redeemed by Prothena after the demerger as described below). Prothena’s issuance of 99.99% of its outstanding shares will constitute a deemed “ in specie distribution,” or a distribution in the form of assets other than cash (in this case, Prothena shares), by Elan to holders of record of Elan ordinary shares and Elan ADSs as of 11:59 p.m., Dublin Time, on [ — ], 2012, which will be the record date. Pursuant to the demerger, each Elan shareholder will receive 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs held as of the record date. We refer to this demerger, including the transfer of the Prothena Business to Prothena and the pro rata issuance by Prothena of 99.99% of its outstanding shares, as the “distribution” and we refer to the reorganization transactions (which will precede the distribution) and the distribution collectively as the “separation and distribution.” The distribution is expected to be effective at 11:59 p.m., Dublin Time, on [ — ], 2012, subject to certain conditions described in this information statement; provided, that if the conditions have not been satisfied or waived on or before the effective date of the distribution, the distribution date may be extended until the conditions are satisfied or waived.

We will not distribute any fractional Prothena ordinary shares. Instead, the distribution agent will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices, and distribute the aggregate net cash proceeds from the sales on a pro rata basis to each holder who would otherwise have been entitled to receive a fractional share in the distribution.

For U.S. federal income tax purposes, Elan expects to receive an opinion on the closing date of the Prothena Transactions from each of Cadwalader, Wickersham & Taft LLP and KPMG LLP to the effect that the separation and distribution should qualify as a reorganization under section 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), and the distribution, as such, should qualify as a distribution of our ordinary shares to Elan shareholders under section 355 of the Code. If the separation and distribution are so treated, Elan shareholders should not recognize any gain for U.S. federal income tax purposes on the receipt of our ordinary shares, except with respect to cash received in lieu of fractional Prothena ordinary shares. However, the separation and distribution are not conditioned on the receipt of an opinion confirming these expected U.S. federal income tax consequences, nor will Elan seek a ruling from the United States Internal Revenue Service (“IRS”) addressing the separation and distribution and related transactions. See “The Separation and Distribution — Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions.”

For Irish tax purposes, Elan expects to receive an opinion on the closing date of the separation and distribution from KPMG Ireland to the effect that, save with respect to the receipt of cash in lieu of fractional entitlements to Prothena ordinary shares, the distribution should not give rise to a taxable event for those classes of Irish shareholders specifically referred to in the section below “Material Irish Tax Consequences of the Distribution.” However, the distribution is not conditioned on the receipt of an opinion confirming these expected Irish tax consequences, nor will Elan seek a specific confirmation from the Revenue Commissioners of Ireland in respect of the anticipated tax treatment of the distribution.

On [ — ], 2012, Elan shareholders voted to approve the declaration of the deemed in specie distribution by Elan described above. No further shareholder approval of the separation and distribution is required or sought. We are not asking you for a proxy and you are requested not to send us a proxy. Elan shareholders will not be required to pay for the Prothena ordinary shares to be received by them in the separation and distribution, or to surrender or to exchange Elan ordinary shares or Elan ADSs in order to receive Prothena ordinary shares, or to take any other action in connection with the separation and distribution.

There is currently no trading market for Prothena ordinary shares, although we expect that a limited market, commonly known as a “when issued” trading market, will develop on the record date for the distribution, and we expect “regular-way” trading of Prothena ordinary shares to begin on the first trading day following the completion of the separation and distribution. We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.”

In reviewing this information statement, you should carefully consider the matters described under the caption “ Risk Factors ” beginning on page 21.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities.

The date of this information statement is [ — ], 2012.

This information statement was first mailed to Elan shareholders on or about [ — ], 2012.

TABLE OF CONTENTS


SUMMARY			3
RISK FACTORS			21
FORWARD-LOOKING STATEMENTS			43
THE SEPARATION AND DISTRIBUTION AND RELATED TRANSACTIONS			45
ARRANGEMENTS BETWEEN ELAN AND PROTHENA			62
CAPITALIZATION			69
LISTING AND TRADING OF OUR ORDINARY SHARES			70
DIVIDEND POLICY			71
SELECTED HISTORICAL CARVE-OUT COMBINED FINANCIAL DATA			72
UNAUDITED PRO FORMA CONDENSED CARVE-OUT COMBINED FINANCIAL STATEMENTS			74
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			77
BUSINESS			87
CORPORATE GOVERNANCE AND MANAGEMENT			98
EXECUTIVE COMPENSATION			103
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			108
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			110
DESCRIPTION OF SHARE CAPITAL			111
INDEMNIFICATION OF DIRECTORS AND OFFICERS			126
WHERE YOU CAN FIND ADDITIONAL INFORMATION			127
INDEX TO FINANCIAL STATEMENTS			F-1

Industry and Market Data

This information statement includes industry and trade association data, forecasts and information that we have prepared based, in part, upon data, forecasts and information obtained from independent trade associations, industry publications and surveys and other independent sources available to us. Some data are also based on our good faith estimates, which are derived from management’s knowledge of the industry and from independent sources. These third-party publications and surveys generally state that the information included therein has been obtained from sources believed to be reliable, but that the publications and surveys can give no assurance as to the accuracy or completeness of such information.

Trademarks and Service Marks

Unless otherwise indicated, the logos, trademarks, trade names, and service marks mentioned in this information statement are currently the property of, or are used with the permission of, Prothena or Elan. We own or have rights to use the trademarks, service marks and trade names that we use in conjunction with the operation of our business. Some of the more important trademarks that we own or have rights to use that appear in this information statement may be registered in the United States and other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this information statement is owned by such company (including the trademark VELCRO, which is owned by Velcro Industries, B.V.).

About this Information Statement

Except as otherwise indicated or unless the context otherwise requires, all references to “we,” “our,” “us,” “Prothena” or the “Company” refer to Prothena Corporation plc, an Irish public limited company, together with its consolidated subsidiaries. References in this information statement to “Elan” refer to Elan Corporation, plc and its consolidated subsidiaries (other than, for all periods following the separation and distribution, Prothena). All references to “we,” “our,” “us,” “Prothena” or the “Company” in the context of historical results refer to the Prothena Business. Except as otherwise indicated or unless the context otherwise requires, the

information included in this information statement, including the combined financial statements of Prothena, which are comprised of the assets and liabilities of the Prothena Business, assumes the completion of all the transactions referred to in this information statement in connection with the separation of the Prothena Business from Elan (including the issuance of Prothena ordinary shares to Elan immediately following the separation and distribution).

This information statement is being furnished solely to provide information to Elan shareholders who will receive ordinary shares of Prothena in connection with the separation and distribution. It is not provided as an inducement or encouragement to buy or sell any securities. You should not assume that the information contained in this information statement is accurate as of any date other than the date set forth on the cover. Changes to the information contained in this information statement may occur after that date, and we undertake no obligation to update the information contained in this information statement, unless we are required by applicable securities laws to do so.

SUMMARY

The following is a summary of some of the information contained in this information statement. This summary is included for convenience only and should not be considered complete. This summary is qualified in its entirety by the more detailed information contained elsewhere in this information statement. You should read the entire information statement carefully, including the risks discussed under “Risk Factors” beginning on page 18 and the financial statements and notes thereto included elsewhere in the information statement. Some of the statements in this summary constitute forward-looking statements. See “Forward-Looking Statements.”

Our Company

Overview

Prothena’s business consists of a substantial portion of Elan Corporation, plc’s former drug discovery business platform, including the following former wholly owned subsidiaries of Elan and related tangible assets and liabilities, which we refer to as the “Prothena Business:”

•

Neotope Biosciences Limited (“Neotope Biosciences”) . Neotope Biosciences, a wholly owned subsidiary of Prothena, is engaged in the discovery and development of antibodies for the potential treatment of a broad range of indications, including

•

AL and AA forms of amyloidosis, complex diseases caused by tissue deposition of misfolded proteins that result in progressive organ damage;

•

Parkinson’s disease and related synucleinopathies; and

•

Autoimmune disease and metastatic cancers such as melanoma in which melanoma cell adhesion molecule (“MCAM”) mediated cell adhesion may contribute to disease pathology or progression.

Neotope Biosciences’ strategy is to apply its expertise in generating novel therapeutic antibodies, working with a broad range of collaborators in specific disease models, to select candidates for further clinical development. Neotope Biosciences’ portfolio of targets includes alpha-synuclein for the potential treatment of synucleinopathies, such as Lewy body dementia and Parkinson’s disease, MCAM for autoimmune disease and metastatic cancers such as melanoma, and tau for Alzheimer’s disease and other tauopathies. Neotope Biosciences also has a program focused on the potential treatment of type 2-diabetes.

•

Onclave Therapeutics Limited (“Onclave”) . Onclave, a wholly-owned subsidiary of Neotope Biosciences, is engaged in the development of our lead program NEOD001, which is being evaluated for the potential treatment of AL amyloidosis. In 2012, Onclave was granted orphan drug designation of NEOD001 by the United States Food and Drug Administration (“FDA”). The FDA may grant orphan drug designation to potential therapeutics intended to treat a rare disease or condition that affects fewer than 200,000 individuals in the United States, which means that, if an applicant is the first to receive FDA approval for a particular active ingredient to treat a particular disease for which it was granted orphan drug designation, the FDA may not approve any other applications to market the same drug for the same orphan indication, except in limited circumstances, for seven years. We also plan to seek Orphan Drug Designation for NEOD001 in the European Union in 2013. In September 2012, Onclave filed an Investigational New Drug Application (“IND”) with the FDA for NEOD001 for AL amyloidosis. In October 2012, the FDA accepted the IND for NEOD001, allowing Onclave to proceed with plans to test NEOD001 in a phase 1 clinical trial. Onclave expects to initiate a phase 1 clinical trial of NEOD001 in AL amyloidosis patients by early 2013. The primary objectives of the phase 1 trial will be to evaluate safety and tolerability of NEOD001 and determine a recommended dose for testing NEOD001 in phase 2 trials. We anticipate that a phase 2 trial of NEOD001 could be initiated by mid-2014 assuming a phase 2 recommended dose is identified prior to that date.

•

Prothena Biosciences Inc (“Prothena US”) . Prothena US, a wholly-owned subsidiary of Neotope Biosciences, was organized as part of the reorganization transactions and will provide research and development services to Neotope Biosciences. Pursuant to the terms of the Research and Development Services Agreement, Prothena US will provide research and development services to Elan for a period of no less than 2 years following the separation and distribution.

Neotope Biosciences, Onclave, and Prothena US are collectively referred to herein as the “Prothena Subsidiaries.”

Strategy

We intend to advance and develop novel and proprietary therapeutic antibodies discovered by our scientists internally. Our goal is to be a leading biotechnology company focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion. Key elements of our strategy to achieve this goal are to:

•

Continue to discover potential therapeutic antibodies directed against novel targets involved in protein misfolding and cell adhesion;

•

Quickly translate our research discoveries into clinical development;

•

Establish early clinical proof of concept with our potentially therapeutic antibodies;

•

Strategically collaborate or out-license select programs;

•

Highly leverage external talent and resources; and

•

Collaborate with scientific and clinical experts in disease areas of interest.

Reasons for the Separation and Distribution

The board of directors of Elan has determined that the separation and distribution are in the best interests of Elan and its shareholders because it will provide both Elan and Prothena the following key benefits: (i) greater strategic focus of financial resources and management’s efforts, (ii) direct and differentiated access to capital resources, (iii) enhanced investor choice through investment opportunities in two separate companies and (iv) enhanced management incentive tools.

Risk Factors

Our new company faces both general and specific risks and uncertainties that are described in detail under “Risk Factors” beginning on page 18. These risks and uncertainties relate to:

•

Our financial position, our need for additional capital and our business, including without limitation, risks arising out of the fact that we (i) have not generated any third party external revenues to date, (ii) expect to incur substantial losses for the foreseeable future, (iii) believe that our existing cash and cash equivalents will be sufficient to support us through June 30, 2015, following which we will require additional capital, which may or may not be available, (iv) are highly dependent on our ability to retain and attract qualified personnel and (v) will need to provide assurances to collaborators, prospective collaborators and suppliers that our financial resources and stability on a stand-alone basis is sufficient to satisfy their requirements for dong or continuing to do business with us;

•

The discovery, development and regulatory approval of drug candidates, including without limitation, risks arising out of the fact that (i) we are highly dependent on research and development programs that are at an early stage, (ii) we have no drug candidates in clinical trials and may not be able to progress drug candidates in the clinic or obtain regulatory approval for such drug candidates at all, or in a timely

manner, and (iii) our drug candidates will be subject to regulatory requirements, both before and after receipt of marketing approval, violation of which may subject us to administrative or judicially imposed sanctions;

•

The commercialization of our drug candidates, including without limitation, risks arising out of the fact that even if any of our candidates receive regulatory approval, (i) the approved product(s) may not achieve broad market acceptance or significant revenue, (ii) we may not be able to establish sufficient sales and marketing capabilities or enter into agreements with third parties to sell the approved product(s), (iii) the government and third-party payors may fail to provide adequate coverage and reimbursement rates for such drug candidate(s), (iv) the markets for our drug candidate(s) will be subject to intense competition, (v) we could incur substantial liabilities if a successful product liability or clinical trial claim or series of claims is brought against us for uninsured liabilities or in excess of insured liabilities and (vi) we deal with hazardous materials and must comply with environmental laws and regulations;

•

Our dependence on third parties, including without limitation, risks arising out of the fact that we (i) will rely on third parties to conduct our clinical trials, (ii) may have to alter our research and development plans if we do not establish strategic collaborations, (iii) have no manufacturing capacity and have to rely on third-party manufacturers to produce our pre-clinical and clinical trial drug supplies, and (iv) will depend on third-party suppliers for key raw materials used in our manufacturing process;

•

Our intellectual property, including without limitation, risks arising out of the fact that (i) we may be unable to adequately protect the intellectual property relating to our drug candidates, (ii) our ability to successfully commercialize our drug candidates will be harmed if we infringe on the intellectual property rights of others, (iii) licenses to patent rights that we intend to enter into may be subject to termination if we fail to comply with our obligations under such licenses, (iv) litigation regarding patents, patent applications and other proprietary rights may be expensive, time consuming and result in delays in bringing drug candidates to market, (v) we may be unable to adequately prevent disclosure of trade secrets and other proprietary information and (vi) we may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employees;

•

The separation and distribution, including without limitation, risks arising out of the fact that (i) we may not realize some or all of the potential benefits we expect from our separation, (ii) our ability to operate our business effectively may suffer if we do not establish our own financial, administrative and other support functions, (iii) our accounting and other management systems and resources may not be adequately prepared to meet our financial reporting and other requirements, (iv) our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a separate, publicly-traded company, (v) the agreements entered into with Elan involve conflicts of interest, (vi) the IRS or the Revenue Commissioners of Ireland may successfully challenge the tax-free treatment of the separation and distribution, (vii) we expect to be treated as a “passive foreign investment company” for U.S. federal income tax purposes, (viii) the combined post-separation of value of Elan and Prothena shares may not equal or exceed the pre-separation value of Elan shares, (ix) certain of our executive officers and directors may have conflicts of interest after the distribution and (x) so long as we continue to be an emerging growth company, we will be exempt from certain reporting requirements; and

•

Our ordinary shares, including without limitation, risks arising out of the fact that (i) substantial sales of our ordinary shares may occur following the distribution, (ii) there is no existing market for our ordinary shares and a trading market that will provide you with adequate liquidity may not develop for our ordinary shares, (iii) we do not anticipate paying cash dividends, (iv) your percentage ownership in Prothena may be diluted in the future, (v) future sales of our ordinary shares cold adversely effect the trading price of our ordinary shares and (vi) Irish law may afford less protection to holders of our ordinary shares than the laws of the United States.

We urge you to see “Risk Factors” beginning on page 18 for a more thorough discussion of risk factors associated with our business, the separation and distribution and our ordinary shares.

Other Information

Prothena Corporation plc was incorporated as a private limited company, under the name “Neotope Corporation Limited”, under the laws of Ireland on September 26, 2012 and re-registered as a public limited company and changed its name to “Neotope Corporation plc” on October 25, 2012. On November 1, 2012, the shareholders of Prothena resolved, by way of special resolution, to change the name of the company to “Prothena Corporation plc”, and this was approved by the Irish Registrar of Companies on November 7, 2012. Our principal executive offices are located at 650 Gateway Boulevard, South San Francisco, California. Our telephone number is (650) 837-8550. Our registered office is 25-28 North Wall Quay, Dublin 1, Ireland. Our website address is www.prothena.com. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement or in the Form 10 of which this information statement is a part.

Emerging Growth Company

We are an “Emerging Growth Company,” as defined in the Jumpstart Our Business Startups Act (or “JOBS Act”), and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “Emerging Growth Companies.” These include, but are not limited to, (i) reduced obligations with respect to the disclosure of selected financial data in registration statements filed with the Securities and Exchange Commission (including the registration statement on Form 10 of which this information statement is a part), (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, (iii) an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an “Emerging Growth Company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards. In other words, an “Emerging Growth Company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for private companies. Section 107 of the JOBS Act provides that we can elect to opt out of the extended transition period at any time and that election is irrevocable.

We could remain an “Emerging Growth Company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), which would occur if the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

The following is a brief summary of the terms of the separation and distribution. Please see “The Separation and Distribution and Related Transactions” for a more detailed description of the matters described below.

Q:	What is the separation and distribution?

The separation and distribution is a series of transactions by which Elan will separate its Prothena Business from Elan’s other businesses. To complete the separation and distribution, we will issue 99.99% of our outstanding shares to holders of Elan ordinary shares and Elan ADSs, creating two separate, publicly traded companies. We expect that our ordinary shares will be listed on The Nasdaq Global Market.

Q:	Will Elan hold any interest in Prothena after the separation and distribution?

Q:	What is Prothena Corporation plc?

Prothena Corporation plc is a newly formed, public limited company incorporated in Ireland that was created for the purpose of completing the separation and distribution. It will hold, directly or indirectly, all of the assets and liabilities of the Prothena Business, including 100% of the outstanding ordinary shares of Neotope Biosciences. Neotope Biosciences will in turn hold 100% of the outstanding shares of Onclave and 100% of the outstanding common stock of Prothena US. Following the separation and distribution, Prothena will be a separate company from Elan. The number of Elan ordinary shares and/or Elan ADSs that you own prior to the separation and distribution will not change as a result of the separation and distribution.

Q:	How will the separation and distribution work?

The separation of the Prothena Business from Elan will be completed through a “demerger” under Irish law. The demerger will be effected by Elan transferring the Prothena Business to Prothena, in exchange for Prothena issuing directly to the holders of Elan ordinary shares and Elan ADSs, on a pro rata basis, Prothena ordinary shares representing 99.99% of Prothena’s outstanding shares. Prothena’s issuance of 99.99% of its outstanding shares will constitute a deemed “ in specie distribution” by Elan to holders of record of Elan ordinary shares and ADSs as of the record date. Immediately after the separation and distribution and consummation of the subscription by Elan for 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription), the remaining 0.01% of Prothena’s outstanding shares, which we refer to as the “incorporator shares,” and which are beneficially held by Goodbody Subscriber One Limited, a private limited company incorporated under the laws of Ireland and unrelated to Elan, will be mandatorily redeemed by Prothena pursuant to their terms for their initial subscription price, and cancelled. For additional information on the distribution, see “The Separation and Distribution and Related Transactions — Manner of Effecting the Separation and Distribution and Related Transactions.”

Q:	What is being distributed in the separation and distribution?

A:	At the effective time of the separation and distribution, we will issue to you 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs that you hold of record on the record date. Based on

approximately [ — ] Elan ordinary shares and [ — ] Elan ADSs outstanding as of November 30, 2012, a total of approximately [ — ] Prothena ordinary shares will be issued. For a more detailed description, see “The Separation and Distribution and Related Transactions.”

After the separation and distribution, the consummation of the subscription by a wholly owned subsidiary of Elan for 18% of Prothena’s outstanding ordinary shares (as calculated immediately following the consummation of such subscription) and Prothena’s mandatory redemption of the incorporator shares will the Elan shareholders have the same proportionate ownership in the Prothena Business as they did before these transactions?

Yes. Before these transactions, the Elan shareholders owned 100% of the Prothena Business through their direct ownership of 100% of the outstanding shares of Elan, which in turn owned the Prothena Business. Immediately after these transactions, Elan shareholders will directly and indirectly own 100% of the Prothena Business, by virtue of their (i) direct ownership of 82% of Prothena’s outstanding shares and (ii) indirect ownership of 18% of Prothena’s outstanding shares. Elan shareholders “indirectly” own 18% of Prothena’s outstanding shares because they own 100% of the outstanding shares of Elan, which in turn (through a wholly owned subsidiary) owns 18% of Prothena’s outstanding shares.

Q:	Why is the separation of Prothena structured as a distribution and not a sale?

Elan believes that a tax-free distribution of Prothena ordinary shares to Elan shareholders is an efficient way to separate the Prothena Business from the rest of Elan that will ultimately enhance value for Elan shareholders. Compared to a sale of Prothena, the distribution offers a higher degree of certainty of completion in a timely manner. The distribution is consistent with Elan’s Articles of Association and is customary in demergers by Irish companies.

The Elan business, which generates significant revenue and cash flow from its marketed product, has significantly different operating characteristics than the Prothena Business, which consists entirely of early stage research programs that require significant ongoing cash investment and generate substantial losses. Elan believes that a separation will ultimately enhance value for Elan shareholders because it will enable Elan’s management team to focus solely on its marketed product and late-stage development programs, and our management team to focus solely on our business. The dilution of attention involved in managing a combination of businesses with competing goals and needs will thus be eliminated. In addition, the distribution permits investors to have the flexibility to choose to own Elan, Prothena, or both businesses.

Q:	What is the record date for the distribution?

Record ownership will be determined as of 11:59 p.m., Dublin Time, on [ — ], 2012, which we refer to as the “record date.” The person in whose name Elan ordinary shares or Elan ADSs are registered at 11:59 p.m. on the record date is the person to whom the Prothena ordinary shares will be issued in the distribution.

Q:	When will the distribution occur?

We expect that Prothena ordinary shares will be distributed by the distribution agent, on behalf of Elan, effective at 11:59 p.m., Dublin Time on [ — ], 2012, subject to certain conditions described in this information statement; provided, that if the conditions have not been satisfied or waived on or before the effective date of the distribution, that date may be extended until the conditions are satisfied or waived. We refer to the effective date of the distribution as the “distribution date.”

Q:	What will the relationship between Elan and us be following the Prothena Transactions?

A:	Following the Prothena Transactions, a wholly-owned subsidiary of Elan will own an aggregate of 18% of our outstanding ordinary shares for a limited period of time. However, following the Prothena Transactions,

no officers, directors or key employees of Elan will serve as officers or directors, or act on behalf of, Prothena or any of our subsidiaries. In connection with the separation and distribution, we and Elan will enter into the Demerger Agreement and several other agreements for the purpose of accomplishing the separation of our business from Elan’s other businesses. These agreements also will govern our relationship with Elan subsequent to the separation and distribution and provide for the allocation of tax and certain other liabilities and obligations attributable to periods prior to the separation and distribution. These agreements will also include arrangements with respect to transition services, the provision of research services by Prothena for Elan and the acquisition, voting and disposition of Prothena shares subscribed for by Elan immediately after the separation and distribution. The Demerger Agreement will provide that we and Elan agree to provide each other with appropriate indemnities with respect to liabilities arising out of the Prothena Businesses. See “Arrangements between Elan and Prothena.”

Q:	What does Elan intend to do with the 18% of our outstanding ordinary shares that its wholly-owned subsidiary will subscribe for immediately following the separation and distribution?

A:	Elan has agreed to dispose of our ordinary shares as soon as a disposition is warranted, consistent with the business purposes for Elan’s retention of our ordinary shares.

Q:	How will Elan vote our ordinary shares that it subscribes for immediately following the separation and distribution?

Elan has agreed to vote any of our ordinary shares that it subscribes for immediately following the separation and distribution in proportion to the votes cast by our other shareholders and will grant us a proxy with respect to such shares. For additional information on these voting arrangements, see “Arrangements between Elan and Prothena — Subscription and Registration Rights Agreement.”

Q:	What do I have to do to participate in the distribution?

On [ — ], 2012, Elan shareholders voted to approve the declaration of the deemed in specie distribution by Elan of 99.99% of Prothena’s outstanding shares. No further action is required on your part. Elan shareholders are not required to pay for the Prothena ordinary shares to be received by them in the separation and distribution, or to surrender or to exchange Elan ordinary shares or Elan ADSs in order to receive Prothena ordinary shares, or to take any other action in connection with the separation and distribution. However, we encourage you to read this information statement carefully.

Q:	How will Elan distribute Prothena ordinary shares to me?

Depending on the manner in which you hold your Elan ordinary shares or ADSs, the distribution agent will deliver the Prothena ordinary shares to which you are entitled to your broker or nominee in electronic form, which shares will be credited to your account by such broker or nominee, or the distribution agent will deliver to you physical stock certificates evidencing your Prothena ordinary shares. For a detailed description of the manner in which your Prothena ordinary shares will be distributed, see “The Separation and Distribution and Related Transactions — Distribution of Our Ordinary Shares.”

Q:	If I sell Elan ordinary shares or Elan ADSs that I held on the record date on or before the distribution date, am I still entitled to receive Prothena ordinary shares distributable with respect to the Elan ordinary shares or Elan ADSs I sold?

A:	If you sell your Elan ordinary shares or Elan ADSs on or before the distribution date, you may also be selling your right to receive Prothena ordinary shares. See “The Separation and Distribution and Related

Transactions — Trading Between the Record Date and Distribution Date.” You are encouraged to consult with your financial advisor regarding the specific implications of selling your Elan ordinary shares or Elan ADSs on or before the distribution date.

Q:	How will fractional shares be treated in the separation and distribution?

We will not distribute any fractional Prothena ordinary shares. Instead, as soon as practicable after the distribution date, the distribution agent will aggregate fractional Prothena share interests into whole shares, sell the whole shares in the open market at prevailing market prices, and distribute the aggregate net cash proceeds (after deduction of any required costs and taxes) from the sales on a pro rata basis to each holder who would otherwise have been entitled to receive a fractional share in the distribution. The distribution agent may select one or more broker-dealers, provided that no such entity is an affiliate of Elan or Prothena. None of Elan, Prothena or the distribution agent will guarantee any minimum sale price for the fractional Prothena ordinary share interests aggregated and sold on the open market, or pay any interest with respect to such sale proceeds. Payment of cash in lieu of fractional Prothena ordinary shares will be made solely for the purpose of avoiding the expense and inconvenience to Prothena of issuing fractional Prothena ordinary shares and will not represent separately bargained-for consideration.

Q:	How will options and other awards linked to Elan ordinary shares or Elan ADSs be treated in the separation and distribution?

A:	Employees of Elan hold stock options to purchase Elan ordinary shares or Elan ADSs and restricted stock units (“RSUs”) representing a right to receive Elan ordinary shares or Elan ADSs upon settlement.

With respect to Elan options and RSUs held by the majority of Elan employees that become employees of Prothena effective upon the separation and distribution:

•

unvested Elan options and RSUs that would otherwise have vested within twelve months following the effective date of the separation and distribution will vest immediately upon the separation and distribution, with the RSUs (which by their terms are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms;

•

other unvested Elan options and RSUs will be forfeited; and

•

However, for Elan employees who are aged 55 or over with at least five years of service and who become employees of Prothena, unvested Elan options and RSUs will become fully vested and exercisable upon the separation and distribution, with the RSUs (which, by their terms, are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms, and with Elan options being exercisable for one year following the separation and distribution. Similarly, unvested Elan options and RSUs held by certain Elan executives who were employed by Elan in April 2007 and who become employees of Prothena, will become fully vested and exercisable upon the separation and distribution, with the RSUs (which, by their terms are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms, and with Elan options being exercisable for two years following the separation and distribution.

outstanding Elan awards (including, for the avoidance of doubt, options to purchase Elan ordinary shares or Elan ADSs held by employees of Elan who become employees of Prothena that have vested or will vest upon the separation and distribution) and will be strictly in accordance with the terms of the applicable Elan equity incentive plan.

Q:	What are the U.S. federal income tax consequences of the receipt of Prothena ordinary shares by holders of Elan ordinary shares or Elan ADSs?

For U.S. federal income tax purposes, Elan expects to receive an opinion on the closing date of the Prothena Transactions from each of Cadwalader, Wickersham & Taft LLP and KPMG LLP to the effect that the separation and distribution should qualify as a reorganization under section 368(a)(1)(D) of the Code, and the distribution, as such, should qualify as a distribution of our ordinary shares to Elan shareholders under section 355 of the Code. If the separation and distribution are so treated, Elan shareholders should not recognize any gain for U.S. federal income tax purposes on the receipt of our ordinary shares, except with respect to cash received in lieu of fractional Prothena ordinary shares. However, the separation and distribution are not conditioned on the receipt of an opinion confirming these expected U.S. federal income tax consequences, nor will Elan seek a ruling from the IRS addressing the separation and distribution and related transactions. For further information concerning the U.S. federal income tax consequences of the separation and distribution, see “The Separation and Distribution and Related Transactions — Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions.”

Q:	What are the Irish tax consequences of the receipt of Prothena ordinary shares by holders of Elan ordinary shares or Elan ADSs?

For Irish tax purposes, Elan expects to receive an opinion on the closing date of the Prothena Transactions from KPMG Ireland to the effect that, save with respect to the receipt of cash in lieu of fractional entitlements to Prothena ordinary shares, the distribution should not give rise to a taxable event for those classes of Irish shareholders specifically referred to in the section below entitled “Material Irish Tax Consequences of the Distribution.” However, the distribution is not conditioned on the receipt of an opinion confirming these expected Irish tax consequences, nor will Elan seek a specific confirmation from the Revenue Commissioners of Ireland in respect of the anticipated tax treatment of the distribution. For further information concerning the Irish tax consequences of the separation and distribution, see “Material Irish Tax Consequences of the Distribution.”

Q:	What is the reason for the separation and distribution?

The board of directors of Elan has determined that the separation and distribution are in the best interests of Elan and its shareholders because these transactions will provide both Elan and Prothena the following key benefits: (i) greater strategic focus of financial resources and management’s efforts, (ii) direct and differentiated access to capital resources, (iii) enhanced investor choice through investment opportunities in two separate companies and (iv) enhanced management incentive tools.

For a more detailed discussion of the reasons for the separation and distribution, as well as of the potential negative consequences that Elan’s board of directors considered, see “The Separation and Distribution and Related Transactions — Reasons for the Separation and Distribution and Related Transactions.”

Q:	Are there significant costs to the separation and distribution?

Elan currently expects to incur, non-recurring pre-tax separation transaction costs of approximately $20 million in connection with the consummation of the separation and distribution. To the extent additional separation costs are incurred by Prothena after the separation and distribution, they will be the responsibility

of Prothena. In addition, there are expected to be total net incremental costs incurred by Prothena on a going-forward basis in connection with operating Prothena as an independent publicly traded company. These net incremental costs are expected to be between $2 million and $4 million annually, based on currently anticipated activities. For more information regarding the costs of the separation and distribution and ongoing incremental costs, see the section entitled “Unaudited Pro Forma Combined Financial Statements.”

Q:	Can Elan decide to cancel the distribution of the Prothena ordinary shares even if all of the conditions have been met?

Yes. The distribution is subject to the satisfaction or waiver of certain conditions. For more information, see “The Separation and Distribution and Related Transactions — Conditions to the Distribution.” However, Elan also has the right to terminate the distribution, even if all of the other conditions are satisfied, if at any time the board of directors of Elan determines an event or development shall have occurred or shall exist that, in the judgment of Elan’s board of directors, in its sole and absolute discretion, would make it inadvisable to effect the distribution.

Q:	What will Prothena’s dividend policy be after the separation and distribution?

A:	We do not expect to pay any cash dividends on our ordinary shares for the foreseeable future.

Q:	How will Prothena ordinary shares trade?

There is not currently a public market for our ordinary shares. We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.” It is anticipated that trading will commence on a “when-issued” basis on the record date. On the first trading day following the distribution date, “when-issued” trading in respect of our ordinary shares will have ended and “regular-way” trading will begin.

Q:	Will the separation and distribution affect the trading price of my Elan ordinary shares or Elan ADSs?

Until the market has evaluated the operations of Elan without Prothena, the trading price of Elan ordinary shares and Elan ADSs may fluctuate as a result of the separation and distribution. Elan believes the separation and distribution of Prothena from Elan provides the opportunity to unlock significant value for the separated companies and their respective shareholders. However, there can be no assurance as to trading prices after the separation and distribution and it is possible that the combined trading prices of Elan ordinary shares and Elan ADSs and Prothena ordinary shares after the separation and distribution may be lower than the trading price of Elan ordinary shares and Elan ADSs prior to the separation and distribution. See “Risk Factors” beginning on page 18.

Q:	Do I have appraisal rights?

A:	No. Holders of Elan ordinary shares and Elan ADSs are not entitled to appraisal rights in connection with the separation and distribution.

Q:	Following the separation and distribution, will Prothena have cash on hand to fund its working capital expenses?

A:	In connection with the reorganization transactions that precede the distribution, Elan intends to make a cash investment of $99.0 million in the Prothena Subsidiaries and, immediately following the separation and

distribution, a wholly owned subsidiary of Elan will consummate the subscription for [ — ] newly issued Prothena ordinary shares in exchange for a cash payment of $26.0 million to Prothena. Immediately following the Prothena Transactions, we expect that we will have approximately $125.0 million in cash and cash equivalents, which, we believe will provide us with sufficient liquidity and capital resources to meet our working capital needs through approximately June 30, 2015.

Q:	What are the risks associated with the separation and distribution?

A:	There are a number of risks associated with the separation and distribution and ownership of Prothena ordinary shares. See “Risk Factors” beginning on page 18.

Q:	Where can I get more information?

A:	If you have questions relating to the mechanics of the distribution, you should contact the distribution agent:

Computershare Trust Company, N.A.

250 Royall Street

Canton, Massachusetts 02021

Tel. 877-498-8861

Before the separation and distribution, if you have questions relating to the separation and distribution, you should contact:

Elan Corporation, plc

Treasury Building

Lower Grand Canal Street

Dublin 2, Ireland

Tel. 353-1-709-4000

After the separation and distribution, if you have questions relating to Prothena, you should contact:

Prothena Corporation plc

c/o Prothena Biosciences Inc

650 Gateway Blvd,

South San Francisco 94080

Tel. 650-837-8550

Summary Historical Carve-out Combined and Pro Forma Carve-out Combined Financial Data

The following tables set forth our summary historical carve-out combined and pro forma carve-out combined financial data for the periods indicated below. Our summary historical carve-out combined income statement data for the nine months ended September 30, 2012 and 2011 and our summary historical carve-out combined balance sheet data as of September 30, 2012 have been derived from our unaudited interim condensed carve-out combined financial statements included in this information statement. Our results of operations for the nine months ended September 30, 2012 presented below are not necessarily indicative of results for the entire fiscal year. Our summary historical carve-out combined income statement data for the fiscal years ended December 31, 2011, 2010 and 2009 and our summary historical carve-out combined balance sheet data as of December 31, 2011 and 2010 have been derived from our audited historical carve-out combined financial statements included elsewhere in this information statement.

The pro forma adjustments and notes to the pro forma financial information give effect to the following transactions:

•

the cash investment by Elan of $99.0 million in the Prothena Subsidiaries;

•

the issuance of 99.99% of Prothena’s outstanding shares to holders of Elan ordinary shares and Elan ADSs in the distribution; and

•

the issuance by Prothena of ordinary shares representing 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such issuance) to Elan in exchange for a cash payment of $26.0 million.

The unaudited pro forma carve-out combined balance sheet as of September 30, 2012 has been prepared as if the separation and distribution and related transactions had occurred on September 30, 2012. The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable given the information available. While such adjustments are subject to change based upon the finalization of the terms of the separation and distribution and the underlying separation and distribution agreements, in management’s opinion, the pro forma adjustments are not expected to materially differ from the final adjustments. The unaudited pro forma financial statements are for illustrative and information purposes only and are not intended to represent, or be indicative of, what Prothena’s operating results or financial position would have been had the Prothena Transactions occurred on the dates indicated.

The historical statements of operations of Prothena include allocations of expenses from Elan which reasonably approximate the costs that would have been incurred as an autonomous entity. In addition, the allocation of general corporate overhead expenses from Elan to Prothena was made on a reasonable basis. As such, pro forma adjustments to revenues or expenses in the statements of operations are not necessary. There are expected to be incremental costs incurred by Prothena on a going forward basis in connection with operating Prothena as an independent publicly traded company. Prothena may also incur separation costs after the separation and distribution. These incremental costs are not included as pro forma adjustments.

Employees of Elan hold stock options to purchase Elan ordinary shares or Elan ADSs and RSUs representing a right to receive Elan ordinary shares or Elan ADSs upon settlement. With respect to Elan options and RSUs held by a majority of Elan employees that become employees of Prothena effective upon the separation and distribution:

•

other unvested Elan options and RSUs will be forfeited; and

•

The estimated net charge of $1.4 million relating to the changes described above is a non-recurring charge that is directly attributable to Elan as part of the separation and distribution of the Prothena Business; therefore it has not been recorded in the Carve-out Combined Financial Statements or the unaudited pro forma financial statements of the Prothena Business.

Our pro forma net loss per basic and diluted share for the year ended December 31, 2011 and the nine months ended September 30, 2012 was $[ — ] and $[ — ], respectively. The computation of pro forma net loss per basic and diluted share assumes pro forma weighted-average shares outstanding of [ — ] million, which is equal to the distribution ratio of 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs outstanding as of November 30, 2012 and the [ — ] million ordinary shares assumed to be issued to Elan in connection with the separation and distribution.

The following summary historical and unaudited pro forma combined financial data should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Arrangements Between Elan and Prothena,” and historical and pro forma financial statements and related notes included elsewhere in this information statement.

Statement of Operations Data:


	Historical Nine Months Ended September 30,						Historical Year Ended December 31,
	2012			2011			2011			2010			2009
	(In millions, except per share data)
Revenue	$	2.1		$	0.4		$	0.5		$	1.2		$	2.5

Operating expenses:
Research and development expenses		24.3			15.9			24.2			9.8			3.0
General and administrative expenses		7.0			4.2			5.6			3.6			0.7

Total operating expenses		31.3			20.1			29.8			13.4			3.7

Operating loss and net loss before income taxes		(29.2	)		(19.7	)		(29.3	)		(12.2	)		(1.2	)
Provision for income taxes		—			0.4			0.5			0.3			0.1

Net loss		(29.2	)		(20.1	)		(29.8	)		(12.5	)		(1.3	)

Pro forma basic and diluted net loss per share (1)	$	[ —	]				$	[ —	]

(1)

Pro forma net loss per basic and diluted share for the year ended December 31, 2011, and the nine months ended September 30, 2012 was $[ — ] and $[ — ], respectively. The computation of pro forma net loss per basic and diluted share assumes pro forma weighted-average shares outstanding of [ — ] million, which is equal to the distribution ratio of 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs outstanding as of November 30, 2012, and the [ — ] million ordinary shares assumed to be issued to Elan in connection with the separation and distribution.

Balance Sheet Data:


	Historical At September 30,			Pro Forma At September 30,			Historical At December 31,
	2012			2012			2011			2010
	(In millions)
Current assets:
Cash and cash equivalents	$	—		$	125.0	(1)	$	—		$	—
Prepaid and other current assets		0.1			0.1			0.1		$	—

Total current assets		0.1			125.1			0.1			—
Non-Current assets:
Property, plant and equipment, net		2.5			2.5			2.5			2.4
Intangible assets, net		0.1			0.1			0.1			—
Other non-current assets		0.9			—	(2)		0.9			0.9

Total assets	$	3.6			127.7		$	3.6		$	3.3

Current liabilities:
Accounts payable	$	—		$	—	(3)	$	0.4		$	0.1
Accruals and other current liabilities		4.8			1.7	(3)		7.9			1.7

Total current liabilities		4.8			1.7			8.3			1.8
Other non-current liabilities		1.9			—	(2)		1.7			1.4

Total liabilities		6.7			1.7			10.0			3.2

Parent company and shareholders’ equity:
Share capital		—			0.4	(4)		—			—
Additional paid-in capital		—			125.6	(4)(5)		—			—
Parent company equity		(3.1	)		—	(5)		(6.4	)		0.1

Parent company and shareholders’ equity		(3.1	)		126.0			(6.4	)		0.1

Total liabilities and parent company equity (shareholders’ equity pro forma)	$	3.6			127.7		$	3.6		$	3.3

(1)

Amount represents the pro forma cash investment by Elan of $99.0 million and the consideration received of $26.0 million for the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscribed for by a wholly-owned subsidiary of Elan as of September 30, 2012.

(2)

In connection with the Prothena Transactions, certain assets and liabilities that were allocated from Elan to Prothena are not transferable to Prothena, including, employee deferred compensation plan assets and liabilities and deferred rent liabilities. As such, on the effective date of the distribution, Prothena would not record these assets and liabilities on its books. The amount of such assets was $0.9 million and amount of such liabilities was $1.9 million as of September 30, 2012.

(3)

Under the terms of the Demerger Agreement, Elan is obligated to pay 50% of all trade payables and operating accruals and 100% of all payroll and bonus accruals that were incurred by Prothena through the effective date of the distribution. As such, these pro forma adjustments reflect that on the effective date of the distribution, Prothena would record 50% of all trade payable and operating accruals on its books.

(4)

Amounts represent the pro forma capitalization of Prothena, including (i) the assumed issuance of approximately [ — ] million Prothena ordinary shares at $0.01 par value to the to the shareholders of Elan, which is based on the number of Elan’s outstanding ordinary shares as of November 30, 2012 and the distribution ratio; (ii) the redemption by Prothena of all of the incorporator shares; (iii) the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) issued to a wholly-owned subsidiary of Elan and (iv) the cash investment by Elan in Prothena of $99.0 million.

The pro forma adjustment to additional paid-in capital is equal to the amount of net assets transferred by Elan to Prothena of $1.0 million (taking account of the current liabilities that will not transfer to Prothena); the consideration of $26.0 million for the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) issued to a wholly-owned subsidiary of Elan; the cash investment by Elan in Prothena of $99.0 million; the reclassification of parent company equity to additional paid-in capital less the nominal value of the shares issued of $0.4 million.

(5)	Amount represents the reclassification of Elan’s parent company equity to additional paid-in capital.

Terms of the Separation and Distribution and Related Transactions

The following provides a summary of the material terms of the separation and distribution.

Distributed company

Prothena Corporation plc is the distributed company. Prothena is a newly-formed public limited company incorporated in Ireland that was formed to acquire all of the assets and liabilities of the Prothena Business. After the distribution, Prothena will be an independent publicly traded company.

Distributed company structure

Prothena is a holding company. At the effective time of the distribution, Prothena will own directly, 100% of the outstanding ordinary shares of Neotope Biosciences. Neotope Biosciences will own directly 100% of the outstanding ordinary shares of Onclave and 100% of the outstanding common stock of Prothena US.

Distribution method

Distribution ratio

Each holder of Elan ordinary shares or Elan ADSs will receive 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs held on the record date.

Distributed securities

We will issue our ordinary shares to holders of Elan ordinary shares and Elan ADSs. Based on the approximately [ — ] Elan ordinary shares and Elan ADSs outstanding on November 30, 2012, and applying the distribution ratio of 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs, approximately [ — ] Prothena ordinary shares will be distributed to Elan shareholders who hold Elan ordinary shares or Elan ADSs as of the record date.

Distribution mechanics

Depending on the manner in which you hold your Elan ordinary shares or ADSs, the distribution agent will deliver the Prothena ordinary shares to which you are entitled to your broker or nominee in electronic form, which shares will be credited to your account by such broker or nominee, or the distribution agent will deliver to you physical stock certificates evidencing your Prothena shares. For a detailed description of the manner in which your Prothena ordinary shares will be distributed, see “The Separation and Distribution and Related Transactions — Distribution of Our Ordinary Shares.”

Fractional shares

No fractional Prothena ordinary shares will be issued. The shareholders who would otherwise be entitled to a fractional share

will (after the deduction of all expenses and commissions including any amounts in respect of value added tax or any applicable sales tax payable thereon) receive a cash payment for the value thereof.

Record date

The record date for the distribution is 11:59 p.m., Dublin Time, on [ — ], 2012.

Distribution date

The distribution date is expected to be 11:59 p.m., Dublin Time, on [ — ], 2012, subject to certain conditions described in this information statement; provided, that if the conditions have not been satisfied or waived on or before the distribution date, the distribution date may be extended until the conditions shall be satisfied or waived.

Conditions to the distribution

The distribution is subject to the satisfaction or waiver of certain conditions. For more information, see “The Separation and Distribution and Related Transactions — Conditions to the Distribution.” However, the satisfaction of the foregoing conditions does not create any obligations on Elan’s part to effect the separation and distribution, and Elan’s board of directors has reserved the right, in its sole discretion, to abandon, modify or change the terms of the separation and distribution, including by accelerating or delaying the timing of the consummation of all or part of the separation and distribution, at any time prior to the distribution date.

Subscription for Prothena Ordinary Shares by Elan

Trading market and symbol

We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.”

U.S. federal income tax consequences

Elan expects to receive an opinion on the closing date of the Prothena Transactions from each of Cadwalader, Wickersham & Taft LLP and KPMG LLP to the effect that the separation and distribution should qualify as a reorganization under section 368(a)(1)(D) of the Code, and the distribution, as such, should qualify as a distribution of our ordinary shares to Elan shareholders under section 355 of the Code. If the separation and distribution are so treated, Elan shareholders should not recognize any gain for U.S. federal income tax purposes on the receipt of our ordinary shares, except with respect to cash received in lieu of fractional Prothena ordinary shares. However, the separation and distribution are not conditioned on the receipt of an opinion confirming these expected U.S. federal income tax consequences, nor will Elan seek a ruling from the IRS addressing the separation and distribution and related transactions.

Irish tax consequences

For Irish tax purposes, Elan expects to receive an opinion on the closing date of the Prothena Transactions from KPMG Ireland to the effect that, save with respect to the receipt of cash in lieu of fractional entitlements to Prothena ordinary shares, the distribution should not give rise to a taxable event for those classes of Irish shareholders specifically referred to in the section below “Material Irish Tax Consequences of the Distribution.” However, the distribution is not conditioned on the receipt of an opinion confirming these expected Irish tax consequences, nor will Elan seek a specific confirmation from the Revenue Commissioners of Ireland in respect of the anticipated tax treatment of the distribution.

Certain agreements with Elan

In connection with the separation and distribution, we and Elan will enter into the Demerger Agreement and several other agreements for the purpose of accomplishing the separation of our business from Elan’s other businesses. These agreements also will govern our relationship with Elan subsequent to the separation and distribution and provide for the allocation of tax and certain other liabilities and obligations attributable to periods prior to the separation and distribution. These agreements will also include arrangements with respect to transition services, the provision of research services by Prothena for Elan, and the acquisition, voting and disposition of Prothena shares subscribed for by Elan immediately after the separation and distribution.

For a discussion of these arrangements, see the section entitled “Arrangements between Elan and Prothena.”

Dividend policy

We do not anticipate paying any dividends on our ordinary shares in the foreseeable future. See “Dividend Policy.”

Distribution agent

Computershare Trust Company, N.A. (“Computershare”).

RISK FACTORS

You should carefully consider each of the following risks, which we believe are the principal risks that we face, and all of the other information in this information statement. Some of the risks described below relate to our business, while others relate to our separation from Elan. Other risks relate principally to the securities markets and ownership of our ordinary shares. Should any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially and adversely affected and the trading price of our ordinary shares could decline or even lose all of their value.

Risks Relating to Our Financial Position, Our Need for Additional Capital and Our Business

We have not generated any third party external revenue to date, we anticipate that we will incur losses for the foreseeable future and we may never achieve or sustain profitability.

We may not generate the cash that is necessary to finance our operations in the foreseeable future. We have not generated any third party external revenues to date. We have incurred losses of $29.8 million, $12.5 million and $1.3 million for the years ended December 31, 2011, 2010 and 2009, respectively, and a loss of $29.2 million for the nine months ended September 30, 2012. We expect to continue to incur substantial losses for the foreseeable future as we:

•

conduct our planned Phase 1 clinical trial for NEOD001 and initiate additional clinical trials, if supported by the results of the Phase 1 trial;

•

complete preclinical development of other product candidates and initiate clinical trials, if supported by positive preclinical data;

•

pursue our early stage research and seek to identify additional drug candidates and potentially acquire rights from third parties to drug candidates through licenses, acquisitions or other means; and

•

add operational, financial and management information systems and other personnel.

We must generate significant revenue to achieve and sustain profitability. Even if we succeed in discovering, developing and commercializing one or more drug candidates, we may not be able to generate sufficient revenue and we may never be able to achieve or sustain profitability.

We will require additional capital to fund our operations, and if we are unable to obtain such capital, we will be unable to successfully develop and commercialize drug candidates.

Following our separation from Elan, we believe that our existing cash and cash equivalents, will be sufficient to support us through approximately June 30, 2015. We will require additional capital in order to continue the research and development of our drug candidates. Our future capital requirements will depend on many factors that are currently unknown to us, including:

•

the timing of initiation, progress, results and costs of our clinical trials;

•

the results of our research and preclinical studies;

•

the costs of clinical manufacturing and of establishing commercial manufacturing arrangements;

•

the costs of preparing, filing, and prosecuting patent applications and maintaining, enforcing, and defending intellectual property-related claims;

•

the costs and timing of capital asset purchases;

•

our ability to establish research collaborations and strategic collaborations and licensing or other arrangements;

•

the costs to satisfy our obligations under potential future collaborations; and

•

the timing, receipt, and amount of revenues or royalties, if any, from any approved drug candidates.

We cannot assure you that additional funds will be available when we need them on terms that are acceptable to us, or at all. If adequate funds are not available on a timely basis, we may be required to:

•

terminate or delay clinical trials or other development for one or more of our drug candidates;

•

delay arrangements for activities that may be necessary to commercialize our drug candidates; or

•

curtail or eliminate our drug research and development programs that are designed to identify new drug candidates or cease operations.

Immediately following the Prothena Transactions, we expect that we will hold cash and cash equivalents of approximately $125 million and an immaterial amount of working capital. Our cash flow projections through the period ended June 30, 2015, estimate average negative net cash flows of between $3 million to $4 million per month. These cash flows exclude any potential net cash inflows from any of our future financing and investing activities through the period ended June 30, 2015.

We are not able to provide specific estimates of the timelines or total costs to complete the Phase 1 clinical trial for NEOD001. In the pharmaceutical industry, the research and development process is lengthy and involves a high degree of risk and uncertainty. This process is conducted in various stages and, during each stage, there is a substantial risk that potential products in our research and development pipeline will experience difficulties, delays or failures. This makes it very difficult for us to estimate the total costs to complete the Phase 1 clinical trial for NEOD001, or any potential future drug candidates, and to estimate the anticipated completion date with any degree of accuracy, and raises concerns that attempts to provide estimates of timing may be misleading by implying a greater degree of certainty than actually exists.

We may seek to raise any necessary funds through public or private equity offerings, debt financings, strategic alliances, joint ventures and licensing arrangements. We may not be able to obtain additional financing on terms favorable to us, if at all. General market conditions may make it very difficult for us to seek financing from the capital markets. We may be required to relinquish rights to our technologies or drug candidates or grant licenses on terms that are not favorable to us in order to raise additional funds through strategic alliances, joint ventures or licensing arrangements.

Our future success depends on our ability to retain our chief executive officer and to attract, retain, and motivate qualified personnel.

We are highly dependent on Dr. Dale Schenk, our President and Chief Executive Officer. We expect that we will pay our key executives less cash compensation than what they were paid by Elan. There can be no assurance that we will be able to retain Dr. Schenk or any of our key executives. We do not anticipate entering into employment agreements with any of our executive officers prior to completion of the separation and distribution. The loss of the services of either of Dr. Schenk or any other person on which we become highly dependent might impede the achievement of our research and development objectives. Recruiting and retaining qualified scientific personnel will also be critical to our success. We may not be able to attract and retain these personnel on acceptable terms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition for the hiring of scientific personnel from universities and research institutions.

Our collaborators, prospective collaborators and suppliers may need assurances that our financial resources and stability on a stand-alone basis is sufficient to satisfy their requirements for doing or continuing to do business with us.

Some of our collaborators, prospective collaborators and suppliers may need assurances that our financial resources and stability on a stand-alone basis is sufficient to satisfy their requirements for doing or continuing to

do business with us. If our collaborators, prospective collaborators or suppliers are not satisfied with our financial resources and stability, it could have a material adverse effect on our ability to develop our drug candidates, enter into licenses or other agreements and on our business, financial condition or results of operations.

Risks Related to the Discovery, Development and Regulatory Approval of Drug Candidates

Our success is largely dependent on the success of our research and development programs which are at an early stage. We have no drug candidates in clinical trials and may not be able to progress drug candidates in the clinic. In the next two years we only have plans to conduct a phase 1 clinical trial in an orphan indication. We may not be able to successfully develop, obtain regulatory approval for or successfully commercialize any drug candidates.

We will continue to invest most of our time and financial resources in our research programs. We have no drug candidates in clinical trials and may not be able to progress drug candidates in the clinic. In the next two years we only have plans to conduct a phase 1 clinical trial in an orphan indication. We have not identified product candidates for many of our research programs. Our success will depend on the discovery, development, receipt of regulatory approval and successful commercialization of drug candidates. The success of drug candidates will depend on many factors, including the following:

•

our ability to provide acceptable evidence of their safety and efficacy;

•

receipt of marketing approval from the United States Food and Drug Administration (the “FDA”) and any similar foreign regulatory authorities;

•

obtaining and maintaining commercial manufacturing arrangements with third-party manufacturers;

•

collaborating with pharmaceutical companies or contract sales organizations to market and sell any approved drug; and

•

acceptance of any approved drug in the medical community and by patients and third-party payors.

Many of these factors are beyond our control. Accordingly, we may never generate revenues through the sale of products.

Our drug candidates are still in early stages of development and remain subject to clinical testing and regulatory approval. If we are unable to successfully discover, develop and test our drug candidates, we will not be successful.

We have not marketed, distributed or sold any drugs. The success of our business depends substantially upon our ability to discover, develop and commercialize our drug candidates successfully. We have no drug candidates in clinical trials and may not be able to progress drug candidates in the clinic. In the next two years we only have plans to conduct a phase 1 clinical trial in an orphan indication. Our research programs are prone to the significant and likely risks of failure inherent in drug development. Before obtaining regulatory approvals for the commercial sale of any drug candidate for a target indication, we must demonstrate with substantial evidence gathered in well-controlled clinical trials, and, with respect to approval in the United States, to the satisfaction of the FDA and, with respect to approval in other countries, similar regulatory authorities in those countries, that the drug candidate is safe and effective for use for that target indication. Satisfaction of these and other regulatory requirements is costly, time consuming, uncertain, and subject to unanticipated delays. Despite our efforts, our drug candidates may not:

•

offer improvement over existing, comparable drugs;

•

be proven safe and effective in clinical trials;

•

meet applicable regulatory standards; or

•

be successfully commercialized.

Positive results in preclinical studies of a drug candidate may not be predictive of similar results in humans during clinical trials, and promising results from early clinical trials of a drug candidate may not be replicated in later clinical trials. Interim results of a clinical trial do not necessarily predict final results. A number of companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials even after achieving promising results in early-stage development. Accordingly, the results from completed preclinical studies and clinical trials for our drug candidates may not be predictive of the results we may obtain in later stage trials or studies. Our preclinical studies or clinical trials may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional preclinical studies or clinical trials, or to discontinue clinical trials altogether. We do not expect any of our drug candidates to be commercially available for at least seven years and some or all may never become commercially available.

If clinical trials for our drug candidates are prolonged, delayed, suspended or terminated we may be unable to commercialize our drug candidates on a timely basis, which would require us to incur additional costs and delay our receipt of any revenue from potential product sales.

We cannot predict whether we will encounter problems with our planned clinical trials that will cause us or any regulatory authority to delay or suspend those clinical trials or delay the analysis of data derived from them. A number of events, including any of the following, could delay the completion of our planned clinical trials and negatively impact our ability to obtain regulatory approval for, and to market and sell, a particular drug candidate:

•

conditions imposed on us by the FDA or any foreign regulatory authority regarding the scope or design of our clinical trials;

•

delays in obtaining, or our inability to obtain, required approvals from institutional review boards, or IRBs, or other reviewing entities at clinical sites selected for participation in our clinical trials;

•

insufficient supply or deficient quality of our drug candidates or other materials necessary to conduct our clinical trials;

•

delays in obtaining regulatory agency agreement for the conduct of our clinical trials;

•

lower than anticipated enrollment and retention rate of subjects in clinical trials for a variety of reasons, including size of patient population, nature of trial protocol, the availability of approved effective treatments for the relevant disease and competition from other clinical trial programs for similar indications;

•

serious and unexpected drug-related side effects experienced by patients in clinical trials; or

•

failure of our third-party contractors to meet their contractual obligations to us in a timely manner.

Clinical trials may also be delayed or terminated as a result of ambiguous or negative interim results. In addition, a clinical trial may be suspended or terminated by us, the FDA, the IRBs at the sites where the IRBs are overseeing a trial, or a data safety monitoring board, or DSMB, overseeing the clinical trial at issue, or other regulatory authorities due to a number of factors, including:

•

failure to conduct the clinical trial in accordance with regulatory requirements or our clinical protocols;

•

inspection of the clinical trial operations or trial sites by the FDA or other regulatory authorities resulting in the imposition of a clinical hold;

•

varying interpretation of data by the FDA or similar foreign regulatory authorities;

•

failure to achieve primary or secondary endpoints or other failure to demonstrate efficacy;

•

unforeseen safety issues; or

•

lack of adequate funding to continue the clinical trial.

Additionally, changes in regulatory requirements and guidance may occur and we may need to amend clinical trial protocols to reflect these changes. Amendments may require us to resubmit our clinical trial protocols to IRBs for reexamination, which may impact the cost, timing or successful completion of a clinical trial.

We do not know whether our clinical trials will begin as planned, will need to be restructured or will be completed on schedule, if at all. Delays in our clinical trials will result in increased development costs for our drug candidates. In addition, if we experience delays in completion of, or if we terminate, any of our clinical trials, the commercial prospects for our drug candidates may be harmed and our ability to generate product revenues will be jeopardized. Furthermore, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of a drug candidate.

Even if our drug candidates receive regulatory approval in the United States, we may never receive approval or commercialize our products outside of the United States.

In order to market any products outside of the United States, we must establish and comply with numerous and varying regulatory requirements of other countries regarding safety and efficacy. Approval procedures vary among countries and can involve additional product testing and additional administrative review periods. The time required to obtain approval in other countries might differ from that required to obtain FDA approval. The regulatory approval process in other countries may include all of the risks detailed above regarding FDA approval in the United States as well as other risks. Regulatory approval in one country does not ensure regulatory approval in another, but a failure or delay in obtaining regulatory approval in one country may have a negative effect on the regulatory process in others. Failure to obtain regulatory approval in other countries or any delay or setback in obtaining such approval would impair our ability to develop foreign markets for our drug candidates.

Both before and after marketing approval, our drug candidates are or would be subject to ongoing regulatory requirements, and if we fail to comply with these continuing requirements, we could be subject to a variety of sanctions and the sale of any approved products could be suspended.

Both before and after regulatory approval to market a particular drug candidate, the manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion and record keeping related to the drug are subject to extensive regulatory requirements. If we fail to comply with the regulatory requirements of the FDA and other applicable U.S. and foreign regulatory authorities, we could be subject to administrative or judicially imposed sanctions, including:

•

restrictions on the products or manufacturing processes;

•

warning letters;

•

civil or criminal penalties;

•

fines;

•

injunctions;

•

product seizures or detentions;

•

import bans;

•

voluntary or mandatory product recalls and related publicity requirements;

•

suspension or withdrawal of regulatory approvals;

•

total or partial suspension of production; and

•

refusal to approve pending applications for marketing approval of new products or supplements to approved applications.

If side effects are identified during the time our drug candidates are in development or after they are approved and on the market, we may be required to perform lengthy additional clinical trials, discontinue development of the affected drug candidate, change the labeling of any such products, or withdraw any such products from the market, any of which would hinder or preclude our ability to generate revenues.

Even if any of our drug candidates receives marketing approval, as greater numbers of patients use a drug following its approval, if the incidence of side effects increases or if other problems are observed after approval that were not seen or anticipated during pre-approval clinical trials, a number of potentially significant negative consequences could result, including:

•

regulatory authorities may withdraw their approval of the product;

•

regulatory authorities may require the addition of labeling statements, such as warnings or contraindications;

•

we may be required to change the way the product is administered, conduct additional clinical trials or change the labeling of the product;

•

we could be sued and held liable for harm caused to patients; and

•

our reputation may suffer.

Any of these events could substantially increase the costs and expenses of developing, commercializing and marketing any such drug candidates or could harm or prevent sales of any approved products.

We deal with hazardous materials and must comply with environmental laws and regulations, which can be expensive and restrict how we do business.

Some of our research and development activities involve the controlled storage, use, and disposal of hazardous materials. We are subject to federal, state, and local laws and regulations governing the use, manufacture, storage, handling, and disposal of these hazardous materials. Although we believe that our safety procedures for the handling and disposing of these materials comply with the standards prescribed by these laws and regulations, we cannot eliminate the risk of accidental contamination or injury from these materials. In the event of an accident, state or federal authorities may curtail our use of these materials, and we could be liable for any civil damages that result, which may exceed our financial resources and may seriously harm our business. Because we believe that our laboratory and materials handling policies and practices sufficiently mitigate the likelihood of materials liability or third-party claims, we currently carry no insurance covering such claims. An accident could damage, or force us to shut down, our operations.

Risks Related to the Commercialization of Our Drug Candidates

Even if any of our drug candidates receives regulatory approval, if the approved product does not achieve broad market acceptance, the revenues that we generate from sales of the product will be limited.

Even if any drug candidates we may develop or acquire in the future obtain regulatory approval, they may not gain broad market acceptance among physicians, healthcare payors, patients, and the medical community. The degree of market acceptance for any approved drug candidate will depend on a number of factors, including:

•

the indication and label for the product and the timing of introduction of competitive products;

•

demonstration of clinical safety and efficacy compared to other products;

•

prevalence and severity of adverse side effects;

•

availability of reimbursement from managed care plans and other third-party payors;

•

convenience and ease of administration;

•

cost-effectiveness;

•

other potential advantages of alternative treatment methods; and

•

the effectiveness of marketing and distribution support of the product.

Consequently, even if we discover, develop and commercialize a product, the product may fail to achieve broad market acceptance and we may not be able to generate significant revenue from the product.

If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell an approved product, we may be unable to generate product revenue.

We do not currently have an organization for the sales, marketing and distribution of pharmaceutical products. In order to market any products that may be approved by the FDA, we must build our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able to generate product revenue and may not become profitable.

If government and third-party payors fail to provide adequate coverage and reimbursement rates for any of our drug candidates that receive regulatory approval, our revenue and prospects for profitability will be harmed.

In both domestic and foreign markets, our sales of any future products will depend in part upon the availability of reimbursement from third-party payors. Such third-party payors include government health programs such as Medicare, managed care providers, private health insurers, and other organizations. These third-party payors are increasingly attempting to contain healthcare costs by demanding price discounts or rebates and limiting both coverage and the amounts that they will pay for new drugs, and, as a result, they may not cover or provide adequate payment for our drug candidates. We might need to conduct post-marketing studies in order to demonstrate the cost-effectiveness of any future products to such payors’ satisfaction. Such studies might require us to commit a significant amount of management time and financial and other resources. Our future products might not ultimately be considered cost-effective. Adequate third-party reimbursement might not be available to enable us to maintain price levels sufficient to realize an appropriate return on investment in product development.

U.S. and foreign governments continue to propose and pass legislation designed to reduce the cost of healthcare. For example, in some foreign markets, the government controls the pricing and profitability of prescription pharmaceuticals. In the United States, we expect that there will continue to be federal and state proposals to implement similar governmental controls. In addition, recent changes in the Medicare program and increasing emphasis on managed care in the United States will continue to put pressure on pharmaceutical product pricing. Cost control initiatives could decrease the price that we would receive for any products in the future, which would limit our revenue and profitability. Accordingly, legislation and regulations affecting the pricing of pharmaceuticals might change before our drug candidates are approved for marketing. Adoption of such legislation could further limit reimbursement for pharmaceuticals.

The markets for our drug candidates are subject to intense competition. If we are unable to compete effectively, our drug candidates may be rendered noncompetitive or obsolete.

The research, development and commercialization of new drugs is highly competitive. We will face competition with respect to all drug candidates we may develop or commercialize in the future from pharmaceutical and biotechnology companies worldwide. The key factors affecting the success of any approved product will be its indication, label, efficacy, safety profile, drug interactions, method of administration, pricing, reimbursement and level of promotional activity relative to those of competing drugs.

Furthermore, many large pharmaceutical and biotechnology companies, academic institutions, governmental agencies, and other public and private research organizations are pursuing the development of novel drugs that

target the same indications we are targeting with our research and development program. We face, and expect to continue to face, intense and increasing competition as new products enter the market and advanced technologies become available. Many of our competitors have:

•

significantly greater financial, technical and human resources than we have and may be better equipped to discover, develop, manufacture and commercialize drug candidates;

•

more extensive experience in preclinical testing and clinical trials, obtaining regulatory approvals and manufacturing and marketing pharmaceutical products;

•

drug candidates that have been approved or are in late-stage clinical development; and/or

•

collaborative arrangements in our target markets with leading companies and research institutions.

Competitive products may render our research and development program obsolete or noncompetitive before we can recover the expenses of developing and commercializing our drug candidates. Furthermore, the development of new treatment methods and/or the widespread adoption or increased utilization of any vaccine or development of other products or treatments for the diseases we are targeting could render any of our drug candidates noncompetitive, obsolete or uneconomical. If we successfully develop and obtain approval for a drug candidate, we will face competition based on the safety and effectiveness of the approved product, the timing of its entry into the market in relation to competitive products in development, the availability and cost of supply, marketing and sales capabilities, reimbursement coverage, price, patent position and other factors. Even if we successfully develop drug candidates but those drug candidates do not achieve and maintain market acceptance, our business will not be successful.

If a successful product liability or clinical trial claim or series of claims is brought against us for uninsured liabilities or in excess of insured liabilities, we could incur substantial liability.

The use of our drug candidates in clinical trials and the sale of any products for which we obtain marketing approval will expose us to the risk of product liability and clinical trial liability claims. Product liability claims might be brought against us by consumers, health care providers or others selling or otherwise coming into contact with our products. Clinical trial liability claims may be filed against us for damages suffered by clinical trial subjects or their families. If we cannot successfully defend ourselves against product liability claims, we could incur substantial liabilities. In addition, regardless of merit or eventual outcome, product liability claims may result in:

•

decreased demand for any approved drug candidates;

•

impairment of our business reputation;

•

withdrawal of clinical trial participants;

•

costs of related litigation;

•

distraction of management’s attention;

•

substantial monetary awards to patients or other claimants;

•

loss of revenues; and

•

the inability to successfully commercialize any approved drug candidates.

We currently have clinical trial liability insurance coverage for our planned phase 1 clinical trial of NEOD001 with a $10 million annual aggregate coverage limit; however, our insurance coverage may not be sufficient to reimburse us for any expenses or losses we may suffer. Moreover, insurance coverage is becoming increasingly expensive, and, in the future, we may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect us against losses due to liability. If and when we obtain marketing approval for any of our drug candidates, we intend to expand our insurance coverage to include the sale of commercial products; however, we may be unable to obtain this product liability insurance on commercially reasonable

terms. On occasion, large judgments have been awarded in class action lawsuits based on drugs that had unanticipated side effects. A successful product liability claim or series of claims brought against us could cause our share price to decline and, if judgments exceed our insurance coverage, could decrease our cash and adversely affect our business.

Risks Related to Our Dependence on Third Parties

We will rely on third parties to conduct our clinical trials, and those third parties may not perform satisfactorily, including failing to meet established deadlines for the completion of any such clinical trials.

We do not have the ability to independently conduct clinical trials for our drug candidates, and we will need to rely on third parties, such as consultants, contract research organizations, medical institutions, and clinical investigators, to perform this function. Our reliance on these third parties for clinical development activities will reduce our control over these activities. Furthermore, these third parties may also have relationships with other entities, some of which may be our competitors. Although we have and will enter into agreements with these third parties, we will be responsible for confirming that our clinical trials are conducted in accordance with their general investigational plans and protocols. Moreover, the FDA requires us to comply with regulations and standards, commonly referred to as good clinical practices, for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the trial participants are adequately protected. Our reliance on third parties does not relieve us of these responsibilities and requirements. To date, we believe our consultants, contract research organizations and other similar entities with which we are working have performed well; however, if these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may be required to replace them. Although we believe that there are a number of other third-party contractors we could engage to continue these activities, it may result in a delay of our planned clinical trials. Accordingly, we may be delayed in obtaining regulatory approvals for our drug candidates and may be delayed in our efforts to successfully develop our drug candidates.

If we do not establish strategic collaborations, we may have to alter our research and development plans.

Our drug research and development programs and potential commercialization of our drug candidates will require substantial additional cash to fund expenses. Our strategy includes potentially collaborating with leading pharmaceutical and biotechnology companies to assist us in furthering development and potential commercialization of some of our drug candidates, in some or all geographies. It may be difficult to enter into one or more of such collaborations in the future. We face significant competition in seeking appropriate collaborators and these collaborations are complex and time-consuming to negotiate and document. We may not be able to negotiate collaborations on acceptable terms, or at all. If that were to occur, we may have to curtail the development of a particular drug candidate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we will need to obtain additional capital, which may not be available to us on acceptable terms, or at all. If we do not have sufficient funds, we will not be able to bring our drug candidates to market and generate product revenue.

We have no manufacturing capacity and depend on third-party manufacturers to produce our pre-clinical and clinical trial drug supplies.

We do not currently operate manufacturing facilities for pre-clinical or clinical production of any of our drug candidates. We have limited experience in drug manufacturing, and we lack the resources and the capabilities to manufacture any of our drug candidates on a clinical or commercial scale. As a result, we will rely on a third-party manufacturer to supply, store, and distribute drug supplies for our planned clinical trials until we increase the number of manufacturers with whom we contract. Any performance failure on the part of our existing or future manufacturers could delay clinical development or regulatory approval of our drug candidates or commercialization of any approved products, producing additional losses and depriving us of potential product revenue.

Our drug candidates require precise, high quality manufacturing. Failure by our contract manufacturer to achieve and maintain high manufacturing standards could result in patient injury or death, product recalls or withdrawals, delays or failures in testing or delivery, cost overruns, or other problems that could seriously hurt our business. Contract manufacturers may encounter difficulties involving production yields, quality control, and quality assurance. These manufacturers are subject to ongoing periodic unannounced inspection by the FDA and corresponding state and foreign agencies to ensure strict compliance with current Good Manufacturing Practice, or cGMP, and other applicable government regulations and corresponding foreign standards; however, we do not have control over third-party manufacturers’ compliance with these regulations and standards.

If for some reason our contract manufacturer cannot perform as agreed, we may be required to replace it. Although we believe there are a number of potential replacements as our manufacturing processes are not manufacturer specific, we may incur added costs and delays in identifying and qualifying any such replacements because the FDA must approve any replacement manufacturer prior to manufacturing our drug candidates. Such approval would require new testing and compliance inspections. In addition, a new manufacturer would have to be educated in, or develop substantially equivalent processes for, production of our drug candidates after receipt of FDA approval.

We anticipate continued reliance on third-party manufacturers if we are successful in obtaining marketing approval from the FDA and other regulatory agencies for any of our drug candidates.

To date, our drug candidates have been manufactured in small quantities for preclinical testing by third-party manufacturers. If the FDA or other regulatory agencies approve any of our drug candidates for commercial sale, we expect that we would continue to rely, at least initially, on third-party manufacturers to produce commercial quantities of approved drug candidates. These manufacturers may not be able to successfully increase the manufacturing capacity for any approved drug candidates in a timely or economic manner, or at all. Significant scale-up of manufacturing may require additional validation studies, which the FDA must review and approve. If third party manufacturers are unable to successfully increase the manufacturing capacity for a drug candidate, or we are unable to establish our own manufacturing capabilities, the commercial launch of any approved products may be delayed or there may be a shortage in supply.

We depend on third-party suppliers for key raw materials used in our manufacturing processes, and the loss of these third-party suppliers or their inability to supply us with adequate raw materials could harm our business.

We rely on third-party suppliers for the raw materials required for the production of our drug candidates. Our dependence on these third-party suppliers and the challenges we may face in obtaining adequate supplies of raw materials involve several risks, including limited control over pricing, availability, quality and delivery schedules. We cannot be certain that our suppliers will continue to provide us with the quantities of these raw materials that we require or satisfy our anticipated specifications and quality requirements. Any supply interruption in limited or sole sourced raw materials could materially harm our ability to manufacture our products until a new source of supply, if any, could be identified and qualified. Although we believe there are several other suppliers of these raw materials, we may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms. Any performance failure on the part of our suppliers could delay the development and potential commercialization of our drug candidates, including limiting supplies necessary for clinical trials and regulatory approvals, which would have a material adverse effect on our business.

Risks Related to Our Intellectual Property

If we are unable to adequately protect the intellectual property relating to our drug candidates, or if we infringe the rights of others, our ability to successfully commercialize our drug candidates will be harmed.

Following the separation and distribution, we will own or hold licenses to a number of issued patents and U.S. pending patent applications, as well as foreign patents and pending Patent Corporation Treaty applications and foreign counterparts. In connection with our program targeting AL and AA amyloid for the potential

treatment of amyloidosis, we have ownership rights in patents expiring between 2020 and 2029. In connection with our program targeting synuclein for the potential treatment of Parkinson’s disease and other synucleinopathies, we have ownership rights and licenses related to patents expiring between 2024 and 2029. We also own patent applications relating to AL and AA, synuclein, MCAM and various discovery programs that are pending in the United States and other countries, which, if issued, would have expiration dates in the range of 2020 through 2032, excluding any available patent term adjustment. See “Business — Patents and Intellectual Property Rights” for a detailed description of our owned and licensed intellectual property rights.

Our success depends in part on our ability to obtain patent protection both in the United States and in other countries for our drug candidates. Our ability to protect our drug candidates from unauthorized or infringing use by third parties depends in substantial part on our ability to obtain and maintain valid and enforceable patents. Due to evolving legal standards relating to the patentability, validity and enforceability of patents covering pharmaceutical inventions and the scope of claims made under these patents, our ability to obtain, maintain and enforce patents is uncertain and involves complex legal and factual questions. Accordingly, rights under any issued patents may not provide us with sufficient protection for our drug candidates or provide sufficient protection to afford us a commercial advantage against competitive products or processes.

In addition, we cannot guarantee that any patents will issue from any pending or future patent applications owned by or licensed to us. Even if patents have issued or will issue, we cannot guarantee that the claims of these patents are or will be valid or enforceable or will provide us with any significant protection against competitive products or otherwise be commercially valuable to us. Patent applications in the United States are maintained in confidence for up to 18 months after their filing. In some cases, however, patent applications remain confidential in the U.S. Patent and Trademark Office, or the U.S. Patent Office, for the entire time prior to issuance as a U.S. patent. Similarly, publication of discoveries in the scientific or patent literature often lags behind actual discoveries. Consequently, we cannot be certain that we or our licensors or co-owners were the first to invent, or the first to file patent applications on, our drug candidates or their use as drugs. In the event that a third party has also filed a U.S. patent application relating to our drug candidates or a similar invention, we may have to participate in interference or derivation proceedings declared by the U.S. Patent Office to determine priority of invention in the United States. The costs of these proceedings could be substantial and it is possible that our efforts would be unsuccessful, resulting in a loss of our U.S. patent position. Furthermore, we may not have identified all U.S. and foreign patents or published applications that affect our business either by blocking our ability to commercialize our drugs or by covering similar technologies.

The laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as in the United States and many companies have encountered significant difficulties in protecting and defending such rights in foreign jurisdictions. If we encounter such difficulties in protecting or are otherwise precluded from effectively protecting our intellectual property rights in foreign jurisdictions, our business prospects could be substantially harmed.

We intend to license patent rights from third-party owners. Such licenses may be subject to early termination if we fail to comply with our obligations in our licenses with third parties.

We intend to enter into licenses that will give us rights to third-party intellectual property that is necessary or useful for our business. We expect that any such licensors may be able to terminate any agreements with us in the event we breach the applicable license agreement and fail to cure the breach within a specified period of time. Under potential license agreements we may be obligated to pay the licensor fees, which may include annual license fees, royalties, a percentage of revenues associated with the licensed technology and a percentage of sublicensing revenue. In addition, under most such agreements, we will be required to diligently pursue the development of products using the licensed technology.

Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing drug candidates to market and harm our ability to operate.

Our success will depend in part on our ability to operate without infringing the proprietary rights of third parties. Although we are not currently aware of any litigation or other proceedings or third-party claims of intellectual property infringement related to our drug candidates, the pharmaceutical industry is characterized by extensive litigation regarding patents and other intellectual property rights. Other parties may obtain patents in the future and allege that the use of our technologies infringes these patent claims or that we are employing their proprietary technology without authorization. Elan is involved in litigation with the Alzheimer’s Institute of America (“AIA”). While the law suit was dismissed with prejudice, AIA appealed the result and if the appeal is successful, AIA may institute suit against us related to our research activities. If we become entangled in this matter it will be a distraction to management and a potential cash drain, although Elan is contractually obligated pursuant to the terms of the Demerger Agreement to reimburse us for our expenses and indemnify us for any damages.

In addition, third parties may challenge or infringe upon our existing or future patents. Proceedings involving our patents or patent applications or those of others could result in adverse decisions regarding:

•

the patentability of our inventions relating to our drug candidates; and/or

•

the enforceability, validity or scope of protection offered by our patents relating to our drug candidates.

Even if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these proceedings, which could have a material adverse effect on us. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing technology, fail to defend an infringement action successfully or have infringed patents declared invalid, we may:

•

incur substantial monetary damages;

•

encounter significant delays in bringing our drug candidates to market; and/or

•

be precluded from participating in the manufacture, use or sale of our drug candidates or methods of treatment requiring licenses.

We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.

We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriate or obtainable; however, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, outside scientific collaborators, sponsored researchers, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We may be subject to claims that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.

Many of our employees were previously employed at universities or other Elan or biotechnology or pharmaceutical companies, including our competitors or potential competitors. Although we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be

subject to claims that we or these employees have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management.

Risks Relating to the Separation and the Distribution

We may not realize some or all of the potential benefits we expect from our separation from Elan.

We may not realize the benefits we anticipate from our separation from Elan. These benefits include the following:

•

greater strategic focus of financial resources and management’s efforts;

•

direct and differentiated access to capital resources;

•

enhanced investor ability to evaluate our financial performance and strategy against our peer group; and

•

improved ability to align management incentive compensation with our performance by issuing Prothena stock options.

We may not achieve the anticipated benefits from our separation for a variety of reasons, including the following:

•

the process of separating our business from Elan and the regulatory and other managerial challenges of operating as an independent public company may distract our management team from focusing on our business and strategic priorities;

•

we will require substantial ongoing cash investment for the foreseeable future, we will no longer be supported by the revenue and cash flows of Elan’s business and we may not be able to issue debt or equity on terms acceptable to us or at all;

•

our ability to differentiate our company against our peer group and attract early stage biotechnology investors is largely dependent on the success of our research and development programs, which are at an early stage; and

•

we expect to pay our key executives less cash compensation than what they were paid at Elan, so even though we will be able to provide potential equity compensation tied specifically to our business, we may not be able to attract and retain employees as desired.

We also may not fully realize the anticipated benefits from our separation if any of the matters identified as risks in this “Risks Factors” section were to occur. If we do not realize the anticipated benefits from our separation for any reason, our business may be materially adversely affected.

Our ability to operate our business effectively may suffer if we do not establish our own financial, administrative and other support functions in order to operate as a separate, stand-alone company, and the transition services Elan has agreed to provide may not be sufficient for our needs.

Prior to the separation, our business was operated by Elan as part of its broader corporate organization rather than as a standalone company. Historically, we have relied on financial, administrative and other resources, including the business relationships, of Elan to support the operation of our business. In conjunction with our separation from Elan, we will need to expand our financial, administrative and other support systems or contract with third parties to replace some of Elan’s systems. We will also need to maintain our own credit and banking relationships and perform our own financial and operational functions. We have entered into separation-related agreements with Elan, and Elan has agreed to provide transition services for up to 6 months following the

separation. However, after the expiration of these transition services, we may not be able to adequately replace those resources or replace them at the same cost. We also may not be able to successfully put in place the financial, operational and managerial resources necessary to operate as a public company or that we will be able to be profitable doing so. Any failure or significant downtime in our own financial or administrative systems or in Elan’s financial or administrative systems during the transition period could impact our results or prevent us from performing other administrative services and financial reporting on a timely basis and could materially harm our business, financial condition and results of operations.

Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we will be subject following the transactions. If we are unable to achieve and maintain effective internal controls, our business, financial position and results of operations could be adversely affected.

Our financial results previously were included within the consolidated results of Elan; however, we were not directly subject to the reporting and other requirements of the Securities Exchange Act of 1934, as amended, (the Exchange Act). As a result of the separation, we will be directly subject to the reporting and other obligations under the Exchange Act, including the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will require annual management assessments of the effectiveness of our internal control over financial reporting. The rules governing the standards that must be met for management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation to meet the detailed standards under the rules. During the course of its testing, our management may identify material weaknesses or deficiencies which may not be remedied in time to meet the deadline imposed by the Sarbanes-Oxley Act of 2002. These reporting and other obligations will place significant demands on our management and administrative and operational resources, including accounting resources.

To comply with these requirements, it is anticipated that we will need to upgrade our systems, including information technology, implement additional financial and management controls, reporting systems and procedures and hire additional legal, accounting and finance staff. We expect to incur additional annual expenses for the purpose of addressing these requirements, and those expenses may be significant. If we are unable to upgrade our financial and management controls, reporting systems, information technology and procedures in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, if we are unable to conclude that our internal control over financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports.

Our management will be responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Any failure to achieve and maintain effective internal controls could have an adverse effect on our business, financial position and results of operations.

Our historical and pro forma financial information is not necessarily representative of the results we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.

The historical financial and pro forma financial information we have included in this information statement may not reflect what our results of operations, financial position and cash flows would have been had we been an independent, publicly traded company during the periods presented or what our results of operations, financial position and cash flows will be in the future when we are an independent company. This is primarily because:

•

Our historical and pro forma financial information reflects allocations for services historically provided to us by Elan, which allocations may not reflect the costs we will incur for similar services in the future as an independent company; and

•

Subsequent to the completion of the separation and distribution, the cost of capital for our business may be higher than Elan’s cost of capital prior to the separation and distribution because Elan’s current cost of debt will likely be lower than ours following the separation and distribution; and

•

Our historical and pro forma financial information does not reflect changes that we expect to incur in the future as a result of our separation from Elan, including changes in the cost structure, personnel needs, financing and operations of the contributed business as a result of the separation from Elan and from reduced economies of scale.

Following the separation and distribution, we also will be responsible for the additional costs associated with being an independent, public company, including costs related to corporate governance and listed and registered securities. Prior to the separation and distribution, our business was operated by Elan as part of its broader corporate organization, rather than as an independent company. Elan or one of its affiliates performed various corporate functions for us, including, but not limited to, legal, treasury, accounting, auditing, risk management, information technology, human resources, corporate affairs, tax administration, certain governance functions and external reporting. Our historical and pro forma financial results include allocations of corporate expenses from Elan for these and similar functions. These allocations of cash and non-cash expenses are likely to be less than the comparable expenses we expect to incur as a separate publicly traded company, which are estimated to be between $2 million and $4 million higher per year than the annualized allocated expenses for the latest interim period, based on currently anticipated activities. Therefore, our financial statements may not be indicative of our future performance as an independent company. For additional information about our past financial performance and the basis of presentation of our financial statements, please see “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the notes thereto included elsewhere in this information statement.

In addition, we will incur costs and expenses, including professional fees, to comply with Irish corporate and tax laws and financial reporting requirements and costs and expenses incurred in connection with holding the meetings of our board of directors in Ireland. There can be no assurance that these costs will not exceed the costs historically borne by Elan and those allocated to us in the pro forma financials contained in this information statement.

The agreements we have entered into or will enter into with Elan involve conflicts of interest and therefore may have materially disadvantageous terms to us.

We expect to enter into certain agreements with Elan, including the Demerger Agreement, Tax Matters Agreement, Transitional Services Agreement, Research and Development Services Agreement and the Subscription and Registration Rights Agreement, which will set forth the main terms of the separation and will provide a framework for our initial relationship with Elan following the separation. We are negotiating the terms of these agreements and the separation while still a part of Elan, and accordingly these agreements may have terms that are materially disadvantageous to us or are otherwise not as favorable as those that might be negotiated between unaffiliated third parties. For additional information, see “Arrangements between Elan and Prothena.”

If the IRS successfully challenges the tax-free treatment of the separation and distribution, Elan’s U.S. shareholders may incur substantial U.S. federal income tax liability.

separation and distribution and related transactions. It also should be noted that there is a lack of binding administrative and judicial authority addressing the qualification under sections 355 and 368(a)(1)(D) of the Code of transactions substantially similar to the separation and distribution and related transactions. As a result, the IRS could subsequently assert, and a court could determine, that the separation and distribution constitute a taxable transaction for U.S. federal income tax purposes. If the distribution of our ordinary shares fails to qualify as a tax-free transaction to Elan shareholders for U.S. federal income tax purposes, you could be taxed on the full value of the Prothena ordinary shares that you receive, without reduction for any portion of your tax basis in your Elan ordinary shares and/or Elan ADSs, since distributions generally are presumed to be taxable dividends for U.S. federal income tax purposes.

In addition, under the Tax Matters Agreement, we generally would be required to indemnify Elan against any tax-related losses Elan incurs to the extent such losses are attributable to any action, misrepresentation or omission of Prothena or any of its affiliates.

The tax consequences of the separation and distribution are complicated and depend on your individual situation. You should consult your own tax advisor as to the specific tax consequences of the distribution to you, including the effect of any U.S. federal, state or local or non-U.S. tax laws and of any changes in applicable tax laws. For further information concerning the U.S. federal income tax consequences of the separation and distribution, see “The Separation and Distribution and Related Transactions — Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions.”

We expect that we will be treated as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to our U.S. shareholders.

Special U.S. federal income tax rules apply to U.S. holders owning stock of a passive foreign investment company (“PFIC”). A non-U.S. corporation will be treated as a PFIC for any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to the applicable “look through” rules, either (i) 75 percent or more of such corporation’s gross income is passive income, or (ii) 50 percent or more of the average value of such corporation’s assets are considered “passive assets” (generally, assets that generate passive income). Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. Cash and assets readily convertible into cash are categorized as passive assets. For purposes of determining whether a non-U.S. corporation will be considered a PFIC, the corporation will be treated as holding its proportionate share of the assets, and receiving directly its proportionate share of the income, of any other corporation in which such non-U.S. corporation owns, directly or indirectly, more than 25 percent (by value) of the stock.

While the determination of PFIC status for any taxable year is very fact specific and generally cannot be made until the close of the taxable year in question, we expect to be treated as a PFIC immediately after the distribution and to remain a PFIC in the immediate future. If we are classified as a PFIC in any taxable year during which a U.S. holder holds its Prothena ordinary shares, we generally would continue to be treated as a PFIC as to such holder in all succeeding taxable years, regardless of whether we continue to meet the PFIC income test or PFIC asset test discussed above. In such case, subject to the discussion below of the mark-to-market election, a U.S. holder of Prothena ordinary shares would be subject to increased tax liability (generally including an interest charge) upon the sale or other disposition of our ordinary shares or upon the receipt of certain distributions that constitute “excess distributions” under the PFIC rules (generally, the portion of any distributions received by such holder on Prothena ordinary shares in a taxable year in excess of 125% of the average annual distributions received in the preceding three taxable years or, if shorter, such holder’s holding period for the Prothena ordinary shares).

holder generally would include in income, as ordinary income, for each taxable year that we are a PFIC the excess, if any, of the fair market value of such holder’s Prothena ordinary shares at the end of such taxable year over such holder’s adjusted tax basis in such Prothena ordinary shares, and generally would be allowed to take an ordinary loss in respect of the excess, if any, of such holder’s adjusted tax basis in Prothena ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). A U.S. holder’s tax basis in the Prothena ordinary shares would be adjusted to reflect any such income or loss amounts. Any gain recognized on the sale or other disposition of Prothena ordinary shares would be treated as ordinary income, and any loss recognized would be treated as ordinary loss to the extent of any net mark-to-market income for prior taxable years. The reduced rates of taxation applicable to qualified dividend income under current law generally would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded other than in de minimis quantities on at least 15 days during each calendar quarter for any calendar year on a qualified exchange or other market as defined in the applicable Treasury regulations. Once made, the election cannot be revoked without the consent of the IRS, unless the shares cease to be marketable. Because a mark-to-market election may not be available for equity interests in any lower-tier PFICs that Prothena owns, a U.S. holder of Prothena ordinary shares may continue to be subject to the PFIC rules with respect to such holder’s indirect interest in any investments held by Prothena that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

In addition to the mark-to-market election, a U.S. holder of Prothena ordinary shares may, subject to certain limitations, avoid the PFIC rules described above regarding excess distributions and recognized gains by making a timely qualified electing fund (“QEF”) election to be taxed currently on such holder’s pro rata portion of the PFIC’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income). However, this option would not be available to U.S. holders of Prothena ordinary shares because we do not intend to prepare, or share, the information that would enable holders to make a QEF election.

You should consult your own tax advisor as to the specific tax consequences to you of our expected PFIC classification. For additional information, see “The Separation and Distribution and Related Transactions — Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions — Passive Foreign Investment Company Considerations.”

If there is any change to Irish tax law or the anticipated tax treatment of the distribution was challenged by the Revenue Commissioners of Ireland, relevant Irish holders of Elan ordinary shares or Elan ADSs may incur a charge to Irish tax as a result of receiving shares in connection with the distribution.

Statements contained in this information statement concerning the taxation of Irish holders of Elan ordinary shares or Elan ADSs are based on current Irish tax law and the published practice of the Revenue Commissioners of Ireland as at the date of this information statement, either of which is subject to change, possibly with retrospective effect.

The taxation of the distribution depends on the individual circumstances of the Irish holders of Elan ordinary shares or Elan ADSs and the summary of the Irish tax treatment of the distribution set out in the section headed “Material Irish Tax Consequences of the Distribution” is intended as a general guide only. It does not address the specific tax position of every Irish holder of Elan ordinary shares or Elan ADSs and only deals with rules of Irish taxation of general application. Therefore any investors who are in any doubt as to their tax position (from an Irish perspective) as a result of receiving Prothena ordinary shares in connection with the distribution should consult their own independent tax advisers.

No specific confirmation as to the tax treatment of the distribution for relevant Irish holders of Elan ordinary shares or Elan ADSs will be sought by Elan. Accordingly, the anticipated tax treatment of the distribution as outlined in the section “Material Irish Tax Consequences of the Distribution” may be challenged by the Revenue

Commissioners of Ireland. In the event of a successful challenge, Irish holders of Elan ordinary shares or Elan ADSs may incur a charge to Irish tax as a result of receiving Prothena ordinary shares in connection with the distribution.

The combined post-separation value of Elan and Prothena shares may not equal or exceed the pre-separation value of Elan shares.

After the separation and distribution, Elan’s ordinary shares will continue to be listed and traded on the Irish Stock Exchange (“ISE”) and Elan’s ADSs will continue to be listed and traded on the New York Stock Exchange under the symbol “ELN.” We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.” The combined trading prices of Elan ordinary shares and Elan ADSs and our ordinary shares after the separation and distribution, as adjusted for any changes in the combined capitalization of these companies, may not be equal to or greater than the trading price of Elan ordinary shares and Elan ADSs prior to the separation and distribution. Until the market has fully evaluated the business of Elan without the Prothena Business, the price at which Elan ordinary shares and Elan ADSs trade may fluctuate. Similarly, until the market has fully evaluated our company, the price at which our ordinary shares trade may fluctuate significantly.

After the distribution, certain of our executive officers and directors may have actual or potential conflicts of interest because of their ownership of Elan equity or their current or former positions in Elan.

Certain of the persons we expect will be our executive officers and directors will be former officers and employees of Elan and thus have professional relationships with Elan’s executive officers and directors. Our Chairman of the Board, Lars Ekman, is Elan’s former President of Research and Development and a current member of Elan’s Board of Directors. Our Chief Executive Officer and director, Dale Schenk, has held the position of EVP and Chief Scientific Officer for Elan and beneficially owns 768,173 Elan ordinary shares. Our Chief Scientific Officer, Ted Yednock, has held the position of EVP and Head of Global Research for Elan and beneficially owns 1,037,772 Elan ordinary shares. Our Head of Research and Development, Gene Kinney, has held the position of SVP, Pharmacological Sciences for Elan and beneficially owns 223,142 Elan ordinary shares. Our controller and chief accounting officer, John Randall Fawcett, has held the position of Senior Director, Financial Analysis & Planning for Elan and beneficially owns 28,359 Elan ordinary shares . In addition, many of our other expected officers have a substantial financial interest in Elan as a result of their ownership of Elan ordinary shares, options and other equity awards. These relationships and financial interests may create, or may create the appearance of, conflicts of interest when these expected directors and officers face decisions that could have different implications for Elan than for us.

For as long as we are an emerging growth company, we will be exempt from certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

In April 2012, President Obama signed into law the Jumpstart Our Business Startups Act, or the JOBS Act. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for emerging growth companies, including certain requirements relating to accounting standards and compensation disclosure. We are classified as an emerging growth company, which is defined as a company with annual gross revenues of less than $1 billion, that has been a public reporting company for a period of less than five years, and that does not have a public float of $700 million or more in securities held by non-affiliated holders. We will remain an emerging growth company until the earliest of (i) the end of the fiscal year in which the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the end of the second fiscal quarter, (ii) the end of the fiscal year in which we have total annual gross revenues of $1 billion or more during such fiscal year, (iii) the date on which we issue more than $1 billion in non-convertible debt in a three-year period or (iv) the end of the fiscal year following the fifth anniversary of the date of the first sale of our ordinary shares pursuant to an effective registration statement filed under the Securities Act (including Form S-8).

For as long as we are an emerging growth company, unlike other public companies, unless we elect not to take advantage of applicable JOBS Act provisions, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “Emerging Growth Companies.” These include, but are not limited to, (i) reduced obligations with respect to the disclosure of selected financial data in registration statements filed with the Securities and Exchange Commission (including the registration statement on Form 10 of which this information statement is a part), (ii) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, (iii) an exception from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

As noted above, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We intend to take advantage of such extended transition period. Since we would then not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to the financial statements of companies that comply with public company effective dates. If we were to elect to comply with these public company effective dates, such election would be irrevocable pursuant to Section 107 of the JOBS Act.

Risks Related to Our Ordinary Shares

Substantial sales of ordinary shares may occur following the distribution, which could cause our share price to precipitously decline.

The ordinary shares that we distribute to holders of Elan ordinary shares and Elan ADSs generally may be sold immediately in the public market. It is possible that many holders of Elan ordinary shares and Elan ADSs, including possibly some of our large holders, will sell some or all of our ordinary shares received in the distribution for many reasons, such as that our business profile or market capitalization as an independent company does not fit their investment objectives. The sales of significant amounts of our ordinary shares, or the perception in the market that this will occur, could cause the market price of our ordinary shares to sharply decline.

There is no existing market for our ordinary shares and a trading market that will provide you with adequate liquidity may not develop for our ordinary shares. In addition, once our ordinary shares begin trading, the market price of our shares may fluctuate widely.

There is no public market for our ordinary shares. It is anticipated that on the record date for the distribution, trading of our ordinary shares will begin on a “when-issued” basis and will continue through the distribution date; however, there can be no assurance that an active trading market for our ordinary shares will develop as a result of the distribution or be sustained in the future. We cannot predict the prices at which our ordinary shares may trade after the distribution. The market price of our ordinary shares may fluctuate widely, depending upon many factors, some of which may be beyond our control, including:

•

our ability to obtain financing as needed;

•

progress in and results from our planned clinical trials;

•

failure or delays in advancing our preclinical drug candidates or other drug candidates we may develop in the future, into clinical trials;

•

results of clinical trials conducted by others on drugs that would compete with our drug candidates;

•

issues in manufacturing our drug candidates;

•

regulatory developments or enforcement in the United States and foreign countries;

•

developments or disputes concerning patents or other proprietary rights;

•

introduction of technological innovations or new commercial products by our competitors;

•

changes in estimates or recommendations by securities analysts, if any, who cover our company;

•

public concern over our drug candidates;

•

litigation;

•

future sales of our ordinary shares;

•

general market conditions;

•

changes in the structure of healthcare payment systems;

•

failure of any of our drug candidates, if approved, to achieve commercial success;

•

economic and other external factors or other disasters or crises;

•

period-to-period fluctuations in our financial results;

•

overall fluctuations in U.S. equity markets;

•

the sale of our shares by some Elan shareholders after the separation and distribution because our business profile and market capitalization may not fit their investment objectives;

•

our quarterly or annual results, or those of other companies in our industry;

•

announcements by us or our competitors of significant acquisitions or dispositions;

•

the operating and stock price performance of other comparable companies;

•

investor perception of our company and the drug development industry;

•

natural or environmental disasters that investors believe may affect us; and

•

fluctuations in the budget of federal, state and local governmental entities around the world.

These and other external factors may cause the market price and demand for our ordinary shares to fluctuate substantially, which may limit or prevent investors from readily selling their ordinary shares and may otherwise negatively affect the liquidity of our ordinary shares. In particular, stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations may adversely affect the trading price of our ordinary shares. In the past, when the market price of a stock has been volatile, some holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management.

We do not anticipate paying cash dividends, and accordingly, shareholders must rely on share appreciation for any return on their investment.

We anticipate losing money for the foreseeable future and, even if we do ever turn a profit, we intend to retain future earnings, if any, for the development, operation and expansion of our business. Thus, we do not anticipate declaring or paying any cash dividends for the foreseeable future. Therefore, the success of an investment in our ordinary shares will depend upon appreciation in their value and in order to receive any income or realize a return on your investment, you will need to sell your Prothena ordinary shares. There can be no assurance that our ordinary shares will maintain their price, much less appreciate in value.

Your percentage ownership in Prothena may be diluted in the future.

As with any publicly traded company, your percentage ownership in Prothena may be diluted in the future because of equity issuances by us for acquisitions, capital market transactions or otherwise. We will need to raise additional capital. If we are able to raise additional capital, we may issue equity or convertible debt instruments, which may severely dilute your ownership interest in us. In addition, initially we will grant stock option awards

to our directors, officers and employees, which will dilute your ownership stake in us. We expect that the number of shares authorized under our equity plan will be 2,650,000. For a more detailed description of the long term incentive plan, see “Executive Compensation.”

Future sales of our ordinary shares could adversely affect the trading price of our ordinary shares following the separation and distribution.

All of the ordinary shares will be freely tradable without restriction or further registration under the Securities Act unless the shares are “restricted securities” under the Securities Act or are owned by our “affiliates” as that term is defined in the rules under the Securities Act. Restricted Securities and shares held by “affiliates” may be sold in the public market if registered or if they qualify for an exemption from registration under Rule 144 which is summarized under “Listing and Trading of Our Ordinary Shares.” Further, we plan to file a registration statement to cover the shares issuable under our equity-based benefit plans. It is possible that some holders of Elan ordinary shares or Elan ADSs, including possibly some of our large holders, will sell Prothena ordinary shares received in the distribution for various reasons, for example, if our business profile or market capitalization as an independent company does not fit their investment objectives.

In addition, a wholly-owned subsidiary of Elan has agreed (conditioned on the consummation of the separation and distribution) to subscribe for 18% of our outstanding ordinary shares (as calculated immediately following the consummation of such subscription). This subscription will be consummated immediately following the separation and distribution. The ordinary shares held by a wholly-owned subsidiary of Elan will be restricted securities, and Elan has agreed to cause the disposition of our ordinary shares as soon as a disposition is warranted consistent with the business purposes for Elan’s retention of our ordinary shares. We have agreed that, upon the request of Elan, we will use our reasonable best efforts to effect a registration under applicable federal and state securities laws of any of our ordinary shares acquired by Elan. See “Arrangements Between Elan and Prothena — Subscription and Registration Rights Agreement”. The sales of significant amounts of our ordinary shares or the perception in the market that this will occur may result in the lowering of the market price of our ordinary shares.

Index funds that hold Elan ordinary shares or Elan ADSs likely will be required to sell our ordinary shares that such funds received in the distribution to the extent we are not included in the relevant index. In addition, many of the Elan shareholders may sell their shares immediately following the distribution. The sale of significant amounts of our ordinary shares for the above or other reasons, or the perception that such sales will occur, may cause the price of our ordinary shares to decline.

Irish law differs from the laws in effect in the United States and may afford less protection to holders of our ordinary shares.

It may not be possible to enforce court judgments obtained in the United States against us in Ireland based on the civil liability provisions of the U.S. federal or state securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on those laws. We have been advised that the United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.

As an Irish company, we are governed by the Irish Companies Acts, which differ in some material respects from laws generally applicable to U.S. corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies

generally do not have a personal right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances. Accordingly, holders of our ordinary shares may have more difficulty protecting their interests than would holders of securities of a corporation incorporated in a jurisdiction of the United States.

Irish law differs from the laws in effect in the United States with respect to defending unwanted takeover proposals and may give our board of directors less ability to control negotiations with hostile offerors.

Prothena is subject to the Irish takeover rules. Under the Irish takeover rules, Prothena’s board of directors is not permitted to take any action that might frustrate an offer for the shares of Prothena once Prothena’s board of directors has received an approach that may lead to an offer or has reason to believe that such an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any earlier time during which Prothena’s board of directors has reason to believe an offer is or may be imminent. These provisions may give the board of directors less ability to control negotiations with hostile offerors and protect the interests of holders of ordinary shares than would be the case for a corporation incorporated in a jurisdiction of the United States. See “Description of Share Capital-Anti-Takeover Provisions — Frustrating Action.”

FORWARD-LOOKING STATEMENTS

This information statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to, among other things, our and Elan’s financial condition, results of operations and business prospects and the products in research that involve substantial risks and uncertainties.

These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “will” and similar terms and phrases, including references to assumptions. These statements are contained in sections entitled “Summary,” “Risk Factors,” and other sections of documents and reports contained or incorporated in this information statement.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expected, estimated or projected. Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to:

•

the risks and uncertainties described in the “Risk Factors” section beginning on page 18 of this information statement;

•

our ability to obtain additional financing;

•

restrictions on our taking certain actions due to tax rules and covenants with Elan;

•

our ability to successfully complete research and development of our drug candidates and the growth of the markets for those drug candidates;

•

our ability to develop and commercialize products before competitors that are superior to the alternatives developed by such competitors;

•

our ability to protect our patents and other intellectual property;

•

loss of key employees;

•

the impact of our separation from Elan and risks relating to our ability to operate effectively as a stand-alone, publicly traded company, including, without limitation:

•

our ability to achieve benefits from our separation;

•

changes in our cost structure, management, financing and business operations following the separation and distribution;

•

growth in costs and expenses;

•

our ability to maintain financial flexibility and sufficient cash, cash equivalents, and investments and other assets capable of being monetized to meet our liquidity requirements;

•

disruptions in the U.S. and global capital and credit markets;

•

fluctuations in foreign currency exchange rates;

•

the failure to comply with anti-kickback and false claims laws in the United States;

•

extensive government regulation;

•

risks from potential environmental liabilities;

•

changes in weather conditions, natural disasters and other events beyond our control;

•

the volatility of our share price;

•

general changes in U.S. generally accepted accounting principles and International Financial Reporting Standards as adopted by the European Union; and

•

business disruptions caused by information technology failures.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this document to conform these statements to actual results or to changes in our expectations.

THE SEPARATION AND DISTRIBUTION AND RELATED TRANSACTIONS

Background

Elan’s board of directors and its management team from time to time assess the optimal alignment of Elan’s assets, and in particular the benefits and risks of maintaining both a late-stage products development business and an early-stage discovery business and the income statement dynamics such businesses present to the marketplace and Elan shareholders. On August 13, 2012, Elan announced that its board of directors had approved the separation of Elan and its drug discovery business into two independent, publicly traded companies: Elan and Prothena. On [ — ], 2012, the Elan board of directors approved a deemed in specie distribution that will be satisfied (after the transfer of the Prothena Business to Prothena as described below) by Prothena issuing directly to the holders of Elan ordinary shares and Elan ADSs, on a pro rata basis, Prothena ordinary shares representing 99.99% of Prothena’s outstanding shares (with the remaining 0.01% of Prothena’s outstanding shares, which were previously issued to the original incorporators of Prothena and which we refer to as the “incorporator shares,” being mandatorily redeemed by Prothena after the demerger as described below). On [ — ], 2012, shareholders of Elan voted to approve the “ in specie distribution” as required by Elan’s Articles of Association. On [ — ], 2012, the anticipated distribution date, we expect each holder of Elan ordinary shares or ADSs will receive 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs held at the close of business on the record date, as described below, subject to certain conditions described in this information statement; provided, that if the conditions have not been satisfied or waived on or before the distribution date, the distribution date may be extended until the conditions shall be satisfied or waived.

Immediately following the separation and distribution and Elan’s purchase of Prothena ordinary shares, Elan shareholders will own directly 82% of the outstanding ordinary shares of Prothena, and Elan will own the remaining 18%.

Reasons for the Separation and Distribution and Related Transactions

Greater Strategic Focus of Financial Resources and Management’s Efforts

Our business historically exhibited different financial and operating characteristics than Elan’s other businesses. In particular, unlike Elan, which generates significant revenue and cash flow from its marketed product, Tysabri, Prothena’s business consists entirely of early-stage research programs that require significant on-going cash investment and currently generate substantial losses. As a result, we have very different capital requirements and operating characteristics than Elan. Owing to these and other factors, we and Elan’s other businesses employ different capital expenditure and operational strategies. Consequently, Elan has determined that its current structure may not be optimized to design and implement the distinct strategies necessary to

operate its businesses in a manner that maximizes the long-term value of each business. We and Elan believe that our respective management resources would be more efficiently utilized if Elan’s management concentrated solely on the success of Tysabri and its late-stage development programs and our management concentrated solely on our business. The dilution of attention involved in managing a combination of businesses with competing goals and needs will thus be eliminated.

Both we and Elan expect to more efficiently use management and financial resources as a result of having board and management teams solely focused on our respective businesses. We believe the separation and distribution will allow us to better align our management’s attention, compensation and resources to pursue opportunities in our respective fields of operation and to manage our cost structure more actively. Elan similarly expects to benefit from its management’s ability to focus on the operation of its businesses.

Direct and Differentiated Access to Capital Resources

After the separation and distribution, we will no longer need to compete with Elan’s other businesses for capital resources. We are focused on the development of early-stage research programs, which currently generate no third party, external revenue and will require substantial on-going cash investment for the foreseeable future. As a result, the financial and operating characteristics of our business differ from Elan’s other businesses. In order for us to fund the investment required by our business, we expect to require access to additional capital in the future. Both we and Elan believe that direct and differentiated access to capital resources will allow us to better optimize the amounts and terms of the capital needed for our respective businesses, aligning financial and operational characteristics with investor and market expectations. Elan also believes that, as a stand-alone company, we will attract investors who are interested in the unique characteristics of our business.

Enhanced Investor Choices by Offering Investment Opportunities in Separate Entities

We believe that after the separation and distribution, investors will be better positioned to evaluate our financial performance and strategy within the context of our particular field of operations and peer groups and that this will enhance the likelihood that we achieve an appropriate market valuation. Elan’s management and financial advisors believe that our investment characteristics may appeal to types of investors who differ from Elan’s current investors. We expect that, as a result of the separation and distribution, our management will be better positioned to implement goals and evaluate strategic opportunities in light of investor expectations within the context of our particular field of operation.

Improved Management Incentive Tools

We expect to use our equity to compensate current and future employees. It is more difficult for multi-business companies such as Elan to structure equity incentives that reward managers in a manner directly related to the performance of their respective business units. By granting shares linked to a specific business, we will be able to offer our managers equity compensation that is linked more directly to their work product than Elan’s current equity compensation arrangements.

Risks and Costs Relating to the Separation and Distribution and Related Transactions

In determining whether to effect the separation and distribution, Elan’s board of directors also considered various risks and costs associated with the transaction. The risks and costs of the transaction include the following:

Market Reception and Execution Risk

The Elan board’s objective is to consummate the separation and distribution as quickly as reasonably possible so that each of Elan and Prothena can focus on its respective businesses, contribute to overall shareholder value and minimize ongoing business disruption relating to the transaction. The board considered the

potential for negative receptions of the announcement of the proposed transaction from its shareholders and other corporate stakeholders, the analyst community and other market participants and relevant legal and regulatory bodies in order to make a reasonable assessment of potential market reaction and the likely time required to complete the transaction.

Loss of Financing Support and the Increased Significance to Prothena of Potential Liabilities

Prior to the separation, our business was operated by Elan as part of its broader corporate organization rather than as a standalone company. As part of Elan, our financing needs were supported by the revenue and cash flows of Elan’s other businesses and Elan’s ability to access capital markets. We will require significant amounts of capital in order to commercialize our drug candidates, and after the transaction we will no longer be supported by Elan’s capital resources. Similarly, potential costs or liabilities of our business, such as possible future commercial litigation, including relating to intellectual property rights or other aspects of our business, will have increased significance to us as a standalone entity with significantly more limited financial resources than Elan, than would be the case if we remained part of Elan. The risks associated with our need for capital are discussed in more detail under “Risk Factors — Risks Relating to Our Financial Position, Our Need for Additional Capital and Our Business”.

Potential Loss of Business Focus Pending the Transaction

The separation and distribution requires significant amounts of our and Elan’s management’s time and attention relating to the transaction, including identifying executive officers and lines of managerial authority, composing our board of directors, establishing and operating our own financial, administrative and public company support functions, and engaging in similar activities involved in establishing and operating an independent publicly traded company and engaging in a strategic transaction like the separation and distribution. These activities could divert both Elan’s management’s attention from its business and our attention from our primary business purpose of discovering and developing antibodies for the potential treatment of disease.

The Risks of Being Unable to Achieve the Benefits Expected from the Separation and Distribution

The benefits the board of directors of Elan expects the separation and distribution will provide to Elan and Prothena are described above under the heading “Reasons for the Separation and Distribution Related Transactions.” However, these anticipated benefits may not ultimately be realized for a variety of reasons, including the following:

•

although we will no longer compete with Elan’s other businesses for capital, we will require substantial ongoing cash investment for the foreseeable future, we may not be able to issue debt or equity on terms acceptable to us or at all and we will no longer be supported by the revenue and cash flows of Elan’s business;

•

we expect to pay our key executives less cash compensation than what they were paid at Elan, so even with equity compensation tied specifically to our business, we may not be able to attract and retain employees as desired.

In addition, the board considered various other risks associated with the separation and distribution and the operation of our business following the separation and distribution, including those described under “Risk Factors” beginning on page 18. In view of the wide variety of factors considered in connection with the

evaluation of the separation and distribution and the complexity of these matters, Elan’s board of directors did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to the factors considered.

Manner of Effecting the Separation and Distribution and Related Transactions

The general terms and conditions relating to the separation and distribution will be set forth in the Demerger Agreement between Elan and Prothena.

Internal Reorganization

The assets constituting the Prothena Business have historically been held by various Elan legal entities located in both Ireland and the United States. Prior to the effective time of the demerger, pursuant to a series of internal reorganization transactions between and among Elan and certain of its subsidiaries which will remain with Elan following the separation and distribution, on the one hand, and the Prothena Subsidiaries, on the other hand, Elan will allocate, assign and transfer, or cause to be allocated, assigned and transferred, to the Prothena Subsidiaries the assets and liabilities that comprise the Prothena Business. The internal reorganization transactions will also include Elan making a cash investment of $99.0 million in the Prothena Subsidiaries. The reorganization will result in the Prothena Business being owned prior to the effective time of the demerger by Neotope Biosciences, a private limited company incorporated in Ireland and a direct wholly owned subsidiary of Elan, and two direct wholly owned subsidiaries of Neotope Biosciences, Onclave, a private limited company incorporated in Ireland, and Prothena US, a corporation organized under the laws of Delaware. See “Arrangements Between Elan and Prothena—Pre-Demerger Restructuring Transactions” for more information.

Formation of Prothena

Prothena Corporation plc was incorporated as a private limited company, under the name “Neotope Corporation Limited”, in Ireland (registered number 518146), on September 26, 2012, for the purposes of effecting the demerger and owning the Prothena Business after the demerger is effective. Prothena subsequently re-registered to a public limited company and changed its name to “Neotope Corporation plc” on October 25, 2012. On November 1, 2012, the shareholders of Prothena resolved, by way of special resolution, to change the name of the company to “Prothena Corporation plc”, and this was approved by the Irish Registrar of Companies on November 7, 2012. Immediately prior to the completion of the demerger, the issued share capital of Prothena will be comprised of 1,750 Euro deferred shares, with a par value of €22 per share, which we refer to as the “incorporator shares”. At all times until the completion of the demerger, Prothena will be an independent company in which Elan will not hold any shares. Prior to the demerger, Prothena will not have conducted any activities other than those incident to its formation, and the preparation of applicable filings under the U.S. securities laws and regulatory filings made in connection with the Prothena Transactions.

Distribution of Our Ordinary Shares

Elan will complete the separation and distribution through a “demerger” under Irish law. The demerger will be effected by Elan transferring to Prothena all of the outstanding ordinary shares of Neotope Biosciences (which, together with its wholly owned subsidiaries Onclave and Prothena US, will then hold the Prothena Business), in exchange for Prothena issuing directly to the holders of Elan ordinary shares and Elan ADSs, on a pro rata basis, Prothena ordinary shares representing 99.99% of Prothena’s outstanding shares (with the remaining 0.01% of Prothena’s outstanding shares consisting of incorporator shares).

Prothena’s issuance of 99.99% of its outstanding shares will constitute a deemed in specie distribution by Elan to holders of record of Elan ordinary shares and ADSs as of 11:59 p.m., Dublin Time, on [ — ], 2012, which will be the record date. Pursuant to the demerger, each Elan shareholder will receive 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs held as of the record date.

Under Irish law, in order to make the deemed in specie distribution, Elan must have distributable reserves at least equal to the fair value of the Prothena shares being issued directly to the holders of Elan ordinary shares and Elan ADSs. Following the reduction by Elan of its share capital, as approved by the Irish High Court in July 2012, Elan has distributable reserves of approximately $1.9 billion. The amount of Elan’s distributable reserves will be reduced by the value of the Prothena ordinary shares distributed to the holders of Elan ordinary shares and Elan ADSs.

Under the Demerger Agreement, the separation and distribution will be effective at 11:59 p.m., Dublin Time, on [ — ], 2012, subject to certain conditions described in this information statement; provided, that if the conditions have not been satisfied or waived on or before the distribution date, the distribution date may be extended until the conditions shall be satisfied or waived.

On the distribution date, Prothena will release its ordinary shares to our distribution agent for distribution to Elan shareholders. Depending on the form in which the Elan shareholders hold their Elan ordinary shares or ADSs, the Prothena ordinary shares will be distributed to such holder in the following manner:

•

If you beneficially own Elan ADSs through a broker or other nominee, who in turn holds the Elan ADSs through The Depository Trust Company (“DTC”), the broker or other nominee would be said to hold the ADSs in “street name” and ownership would be recorded on the broker or other nominee’s books. If you hold your ADSs through a broker or other nominee in this manner, the distribution agent will electronically issue to your broker or other nominee, via DTC, on the distribution date, the Prothena ordinary shares to which you are entitled, and your broker or other nominee will credit your account for the Prothena ordinary shares that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having Prothena ordinary shares held in “street name,” we encourage you to contact your broker or other nominee.

•

If you own Elan ordinary shares through a broker or other nominee, who in turn holds the Elan ordinary shares through CREST, the distribution agent will, prior to the consummation of the separation and distribution, provide such broker or other nominee with an election to transfer the Prothena ordinary shares to be issued in the separation and distribution to a U.S. custodian, which will be a broker or other nominee that is a DTC participant. The transfer of ordinary shares to the U.S. custodian will be completed through a process called Deposit/Withdrawal At Custodian (“DWAC”), pursuant to which a DTC participant in this case, the U.S. Custodian, requests as directed by your broker or other nominee that such ordinary shares be electronically transferred into the U.S. Custodian’s account in DTC to be held on your behalf in a process facilitated by Prothena’s transfer agent, Computershare Investor Services. This election may be submitted to the distribution agent by your broker or other nominee, along with a duly executed stock transfer form, which will include a Medallion Guarantee, at any time prior to the separation and distribution or within 5 business days of the completion of the separation and distribution. If the election is made prior to the separation and distribution, we expect that the U.S. custodian will initiate the DWAC, and the Prothena ordinary shares will be deposited with the DTC, on the distribution date or as soon as practicable thereafter. If the election is made following the separation and distribution but within 5 business days of the separation and distribution, we expect that the U.S. custodian will initiate the DWAC, and the Prothena ordinary shares will be deposited with DTC as promptly as practicable following submission of such election. Once the DWAC is initiated by the U.S. custodian and approved by the transfer agent, the U.S. Custodian would be said to hold the shares in “street name” and the U.S. Custodian will credit your account for the Prothena ordinary shares that you are entitled to receive in the distribution.

If your broker or nominee does not submit an election to transfer the Prothena ordinary shares to a U.S. custodian (to be held through DTC) and enable the initiation of the DWAC within the prescribed time period, the distribution agent will deliver to your broker or nominee a physical stock certificate evidencing your Prothena ordinary shares as soon as practicable following such date, registered in the name of your broker or nominee. If you have any questions concerning your Prothena ordinary shares or with respect to the DWAC process, we encourage you to contact your broker or other nominee.

•

If you are not a resident of the European Economic Area (“EEA”) and own ordinary shares or ADSs in registered form, either in book-entry form through an account at Elan’s transfer agent and/or in the form of physical stock certificates, the distribution agent will deliver to you physical stock certificates evidencing your Prothena ordinary shares as soon as practicable following the completion of the separation and distribution.

•

If you are a resident of the European Economic Area (“EEA”) and own ordinary shares or ADSs in registered form, either in book-entry form through an account at Elan’s transfer agent and/or in the form of physical stock certificates, the distribution agent will electronically issue the Prothena shares to which you are entitled to a corporate sponsored nominee (via DTC) and credit your account with the amount of Prothena ordinary shares to which you are entitled. On or shortly after the distribution date, the nominee will mail to you an account statement evidencing your ownership of the Prothena ordinary shares. Prior to, and following the separation and distribution, you will have the opportunity to opt-out of this arrangement, and instead, receive physical stock certificates by contacting Computershare by phone at +353 1 447 5107 or by post to Computershare Investor Services (Ireland) Limited, PO Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland.

Elan shareholders that hold (i) their Elan ordinary shares through CREST, (ii) their Elan ordinary shares in the form of physical ordinary stock certificates and/or (iii) their Elan ADSs in certificated form or book-entry form through Elan’s ADS transfer agent should be aware that such holders will not be permitted to trade their Prothena ordinary shares on the Nasdaq Global Market unless such shares are held through DTC. Such holders’ ability to sell their shares and liquidate their investment in the Prothena ordinary shares may be significantly limited until such holders otherwise deposit their Prothena ordinary shares into DTC through a DTC participant.

Any holders that receive their Prothena ordinary shares in electronic form, either via DTC or the corporate sponsored nominee, may request at any time physical stock certificates in respect of their Prothena ordinary shares.

Certain holders beneficially own their ordinary shares of Elan through Elan ADSs. Thus, pursuant to the separation and distribution, at the distribution time, Citibank, N.A., Elan’s ADS Depositary, will be entitled to receive our ordinary shares. In lieu of distributing our shares to the Depositary, the Depositary will provide our distribution agent with records to enable our distribution agent to distribute our ordinary shares to the holders of Elan ADSs entitled thereto. The Depositary will not be responsible for the distribution of any of our shares.

Elan’s shareholders will not be required to pay for Prothena ordinary shares received in the distribution, or to surrender or exchange Elan ordinary shares or Elan ADSs in order to receive Prothena ordinary shares, or to take any other action in connection with the separation and distribution. On [ — ] , 2012, shareholders of Elan voted to approve the declaration of the deemed in specie distribution by Elan of 99.99% of Prothena’s outstanding shares. No additional vote of Elan shareholders is required or sought in connection with the separation and distribution, and Elan shareholders have no appraisal rights in connection with the separation and distribution.

Subscription for 18% of Our Outstanding Ordinary Shares by a Wholly-Owned Subsidiary of Elan and Redemption of Incorporator Shares

Prothena’s outstanding shares, which were previously issued to the original incorporators of Prothena and which we refer to as the “incorporator shares,” will be mandatorily redeemed by Prothena pursuant to their terms for their initial subscription price, and cancelled. Elan has agreed to cause the disposition of our ordinary shares as soon as a disposition is warranted, consistent with the business purposes for Elan’s retention of our ordinary shares.

Treatment of Fractional Shares

Conditions to the Distribution

The distribution of our ordinary shares is subject to the satisfaction or, if permissible under the Demerger Agreement, waiver by Elan of the following conditions, among other conditions described in this information statement:

•

Elan shareholders shall have approved the deemed in specie distribution at an extraordinary general meeting;

•

Elan’s board of directors shall have duly approved the Demerger Agreement and the transactions contemplated thereby;

•

Prothena’s board of directors shall have duly approved the Demerger Agreement and the transactions contemplated thereby;

•

Elan and its subsidiaries shall have completed the internal reorganization;

•

our registration statement on Form 10, of which this information statement is a part, and a registration statement related to our stock option plan, shall have become effective and no stop order shall be in effect or, to Elan’s or our knowledge, threatened relating to either of such registration statements;

•

prior to the distribution, this information statement shall have been mailed to the holders of Elan ordinary shares and Elan ADSs as of the record date;

•

the Prothena ordinary shares shall have been approved for listing on The Nasdaq Global Market, subject to official notice of issuance;

•

prior to the distribution, all of Elan’s representatives or designees shall have resigned or been removed as officers and from all boards of directors or similar governing bodies of entities affiliated with Prothena, and all of Prothena’s representatives shall have resigned or been removed from all such bodies of Elan;

•

Elan and Prothena shall have received all governmental approvals and consents and all third party consents necessary to effect the separation and distribution and to permit the operation of the Prothena Business after the distribution date;

•

no order, injunction or decree issued by any court or other governmental authority or other legal restraint preventing consummation of the distribution or any of the transactions contemplated by the Demerger Agreement, shall have been threatened or be in effect;

•

each of the Demerger Agreement, Tax Matters Agreement, Transitional Services Agreement, Research and Development Services Agreement and the Subscription and Registration Rights Agreement shall have been executed by each party;

•

the reorganization transactions to effect the separation of the businesses of Elan and Prothena, as described in the Demerger Agreement, shall have been consummated;

•

substantially all of the (i) agreements that are exclusively relating to, and are material to, the Prothena Business have been assigned or novated to Prothena, as the case may be, and (ii) agreements that are related to both the Prothena Business and the business of Elan (after giving effect to the separation and distribution) that are material to the Prothena Business have been partially assigned to Prothena or have been terminated and replaced by separate agreements (collectively, the “Agreements Condition”);

•

the distribution shall not violate or result in a breach of applicable law or any material contract of Elan or Prothena or their subsidiaries; and

•

no other events or developments shall have occurred or shall exist that, in the judgment of Elan’s board of directors, in its sole and absolute discretion, would make it inadvisable to effect the distribution.

The satisfaction of the foregoing conditions does not create any obligation on Elan’s part to effect the separation and distribution, and Elan’s board of directors has reserved the right, in its sole discretion, to waive any condition to the Demerger (other than (i) the condition that the Subscription and Registration Rights Agreement will be executed prior to the separation and distribution, (ii) the Agreements Condition and (iii) any condition that is mandatory under applicable law), and to abandon, modify or change the terms of the separation and distribution, including by accelerating or delaying the timing of the consummation of all or part of the separation and distribution, at any time prior to the distribution date.

Results of the Separation and Distribution and Related Transactions

After the separation and distribution, we will be a public company owning and operating the Prothena Business. Immediately after the separation and distribution and after giving effect to a wholly-owned subsidiary of Elan’s subscription for 18% of the outstanding Prothena ordinary shares (as calculated immediately following the consummation of such subscription). Immediately after the distribution, we expect to have approximately [ — ] holders of record of our ordinary shares and approximately [ — ] ordinary shares outstanding, based on the number of record shareholders and outstanding Elan ordinary shares and Elan ADSs on [ — ], 2012.

In connection with the separation and distribution, we will enter into several agreements with Elan, in addition to the Demerger Agreement, that will be effective from and after the separation and distribution, including the Tax Matters Agreement, Transitional Services Agreement, Research and Development Services Agreement and the Subscription and Registration Rights Agreement. See “Arrangements between Elan and Prothena.”

The separation and distribution will not affect the number of outstanding Elan ordinary shares or Elan ADSs or any rights of Elan’s shareholders

Material U.S. Federal Income Tax Consequences of the Separation and Distribution and Related Transactions

The following discussion summarizes the material U.S. federal income tax consequences of the separation and distribution and related transactions to certain beneficial owners of Elan ordinary shares and/or Elan ADSs

that hold their shares or ADSs as capital assets. This discussion is based on the Code, the Treasury regulations promulgated thereunder, judicial opinions, published positions of the IRS, and all other applicable authorities as of the date of this preliminary information statement, all of which are subject to change, possibly with retroactive effect.

For purposes of this summary, a “U.S. holder” means any beneficial owner of Elan ordinary shares and/or Elan ADSs that, for U.S. federal income tax purposes, is (1) an individual U.S. citizen or resident; (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of any political subdivision thereof; (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (4) a trust that (a) is subject to the primary supervision of a court within the United States and subject to the authority of one or more U.S. persons to control all substantial trust decisions, or (b) was in existence on August 20, 1996 and has properly elected under applicable Treasury regulations to be treated as a U.S. person.

This summary does not address the U.S. federal income tax consequences of the separation and distribution and related transactions to a beneficial owner of Elan ordinary shares and/or Elan ADSs that is not a U.S. holder. In addition, this summary does not address the tax consequences of these transactions under U.S. federal estate, gift or alternative minimum tax laws or under any state, local or non-U.S. laws.

This summary is of a general nature and does not purport to deal with all tax considerations that may be relevant to persons in special tax situations, including but not limited to:

•

partnerships or other pass-through entities for U.S. federal income tax purposes, and investors in such entities;

•

non-resident alien individuals;

•

non-U.S. entities;

•

non-U.S. estates and trusts and beneficiaries thereof;

•

holders whose functional currency is not the U.S. dollar;

•

tax exempt entities;

•

holders who acquired their Elan ordinary shares and/or Elan ADSs pursuant to the exercise of employee stock options or otherwise as compensation;

•

banks, financial institutions or insurance companies;

•

dealers or traders in securities or currencies;

•

former citizens or long-term residents of the United States;

•

holders who hold their Elan ordinary shares and/or Elan ADSs as part of a “hedge,” “straddle,” “conversion,” “synthetic security,” “integrated transaction,” “constructive sale” or other risk-reduction transaction;

•

holders who are subject to the alternative minimum tax; or

•

real estate investment trusts, regulated investment companies or grantor trusts.

Elan shareholders should consult their own tax advisors concerning the tax consequences of the separation and distribution and related transactions to them, including the application of U.S. federal, state and local and non-U.S. tax laws in light of their particular circumstances. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular investor.

separation and distribution are not conditioned on the receipt of an opinion confirming these expected U.S. federal income tax consequences, nor will Elan seek a ruling from the IRS addressing the separation and distribution and related transactions.

These opinions, if delivered by the tax advisors, will be based on, among other things, certain assumptions and representations made by Elan and us which will generally (i) address factual matters relating to the requirements under sections 355 and 368(a)(1)(D) of the Code, (ii) confirm that all documents relating to the separation and distribution and related transactions are correct and complete and will continue to be correct and complete through the closing date of the Prothena Transactions, and (iii) confirm that all relevant transactions have been (or will be) consummated in accordance with the transaction agreements and this information statement. If these assumptions and representation are incorrect or inaccurate in any material respect, it would jeopardize the conclusions reached by the tax advisors in the opinions. It also should be noted that there is a lack of binding administrative and judicial authority addressing the qualification under sections 355 and 368(a)(1)(D) of the Code of transactions substantially similar to the separation and distribution and related transactions. As a result, the IRS could subsequently assert, and a court could determine, that the separation and distribution constitute a taxable transaction for U.S. federal income tax purposes.

Material U.S. Federal Income Tax Consequences to U.S. Holders if the Separation and Distribution Qualify as a Tax-Free Reorganization

If the separation and distribution qualify for U.S. federal income tax purposes as a tax-free reorganization under section 368(a)(1)(D) of the Code and the distribution, as such, qualifies as a non-taxable distribution under section 355 of the Code, a U.S. holder of Elan ordinary shares and/or Elan ADSs generally should have the following tax consequences upon receipt of Prothena ordinary shares:

•

such holder should recognize no gain or loss upon the receipt of Prothena ordinary shares in the distribution, except with respect to any cash received in lieu of fractional Prothena ordinary shares;

•

such holder’s aggregate tax basis in its Elan ordinary shares and/or Elan ADSs and its Prothena ordinary shares (including any fractional shares to which such holder would be entitled) should equal such holder’s aggregate tax basis in its Elan ordinary shares and/or Elan ADSs immediately prior to the distribution, allocated between the Elan ordinary shares and/or Elan ADSs, on the one hand, and Prothena ordinary shares, on the other, in proportion to the fair market value of each;

•

such holder’s holding period in its Prothena ordinary shares should include such holder’s holding period in its Elan ordinary shares and/or Elan ADSs on which the distribution was made; and

•

such holder’s receipt of cash in lieu of a fractional Prothena ordinary share should be treated as though such holder first received a distribution of the fractional share in the distribution and then sold the fractional share for the amount of cash such holder actually receives, such holder should recognize capital gain or loss measured by the difference between the cash received for the fractional share and the tax basis in that fractional share, determined as described above, and this capital gain or loss should be long-term capital gain or loss if such holder’s holding period for the Elan ordinary shares and/or Elan ADSs, with respect to which such holder received the fractional share, is more than one year on the distribution date.

U.S. holders that acquired blocks of Elan ordinary shares and/or Elan ADSs at different times or at different prices should consult their own tax advisors regarding the allocation of their aggregate adjusted tax basis among, and the determination of their holding period in, Prothena ordinary shares received in the distribution.

Material U.S. Federal Income Tax Consequences to U.S. Holders if the Separation and Distribution Do Not Qualify as a Tax-Free Reorganization

If it is ultimately determined that the separation and distribution do not qualify as a tax–free reorganization under section 368(a)(1)(D) of the Code, each U.S. holder of Elan ordinary shares and/or Elan ADSs who receives Prothena ordinary shares in the distribution generally would be treated for U.S. federal income tax purposes as

receiving a taxable distribution in an amount equal to the fair market value of the Prothena ordinary shares received. The full value of the Prothena ordinary shares received by a U.S. holder generally would constitute a dividend for U.S. federal income tax purposes to the extent of such holder’s pro rata share of Elan’s current and accumulated earnings and profits, including earnings and profits resulting from Elan’s recognition of gain pursuant to the separation and distribution. Under Treasury regulations, the distribution of Prothena ordinary shares would be presumed to be a taxable dividend except to the extent Elan demonstrated that the distribution was not from earnings and profits, as computed under U.S. federal income tax principles, which Elan does not expect it would do.

Under current law scheduled to expire at the end of 2012, assuming certain holding period and other requirements are met, U.S. holders of Elan ordinary shares and/or Elan ADSs who are individual citizens or residents of the United States may be subject to reduced U.S. federal income tax rates with respect to dividend income recognized pursuant to the distribution. Amounts in excess of a U.S. holder’s pro rata share of Elan’s current and accumulated earnings and profits generally should be treated as a non–taxable return of capital to the extent of such holder’s tax basis in its Elan ordinary shares and/or Elan ADSs and thereafter as capital gain. Under current law scheduled to expire at the end of 2012, individual citizens or residents of the United States are subject to U.S. federal income tax on long–term capital gains (that is, capital gains on assets held for more than one year on the disposition date) at a maximum rate of 15%. Certain U.S. holders could be subject to additional special rules governing taxable distributions, such as those relating to the dividends received deduction and extraordinary dividends.

A U.S. holder’s tax basis in its Prothena ordinary shares received in a taxable distribution generally would equal the fair market value of such ordinary shares on the distribution date, and the holding period for those shares generally would begin on the day after the distribution date.

Material U.S. Federal Income Tax Consequences of the Separation and Distribution to Elan

If the separation and distribution qualify as a tax-free reorganization under section 368(a)(1)(D) of the Code, Elan generally should not recognize any gain or loss on the contribution of property to Prothena or the distribution of our ordinary shares to Elan shareholders. By contrast, Elan generally would recognize gain if the separation and distribution do not qualify as a tax-free reorganization under section 368(a)(1)(D) of the Code or, alternatively, if section 355(e) of the Code applies to the distribution because 50% or more (by vote or value) of Prothena’s ordinary shares, on the one hand, or Elan’s ordinary shares and/or Elan’s ADSs, on the other, are acquired or issued as part of a plan or series of related transactions that includes the distribution. However, any gain recognized by Elan in either case generally should not be subject to U.S. federal income tax.

Our Expected Status as a Passive Foreign Investment Company

during which a U.S. holder holds its Prothena ordinary shares, we generally would continue to be treated as a PFIC as to such holder in all succeeding taxable years, regardless of whether we continue to meet the PFIC income test or PFIC asset test discussed above. In such case, subject to the discussion below of the mark-to-market election, a U.S. holder of Prothena ordinary shares would be subject to increased tax liability (generally including an interest charge) upon the sale or other disposition of our ordinary shares or upon the receipt of certain distributions that constitute “excess distributions” under the PFIC rules (generally, the portion of any distributions received by such holder on Prothena ordinary shares in a taxable year in excess of 125% of the average annual distributions received in the preceding three taxable years or, if shorter, such holder’s holding period for the Prothena ordinary shares).

If we are or become a PFIC, and Prothena ordinary shares are treated as “marketable stock” for purposes of the PFIC rules, a U.S. holder of Prothena ordinary shares generally could make a mark-to-market election to elect out of the PFIC rules described above regarding excess distributions and recognized gains. In such case, a U.S. holder generally would include in income, as ordinary income, for each taxable year that we are a PFIC the excess, if any, of the fair market value of such holder’s Prothena ordinary shares at the end of such taxable year over such holder’s adjusted tax basis in such Prothena ordinary shares, and generally would be allowed to take an ordinary loss in respect of the excess, if any, of such holder’s adjusted tax basis in Prothena ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). A U.S. holder’s tax basis in the Prothena ordinary shares would be adjusted to reflect any such income or loss amounts. Any gain recognized on the sale or other disposition of Prothena ordinary shares would be treated as ordinary income, and any loss recognized would be treated as ordinary loss to the extent of any net mark-to-market income for prior taxable years. The reduced rates of taxation applicable to qualified dividend income under current law generally would not apply.

A U.S. holder that owns shares in a PFIC may have to file an IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), whether or not a mark-to-market election or QEF election is or has been made, with such U.S. holder’s U.S. federal income tax return and provide such other information as may be required by the United States Treasury Department.

Elan shareholders should consult their own tax advisors regarding the tax consequences to them of owning and disposing of Prothena ordinary shares, particularly the consequences of our classification as a PFIC, the availability and desirability of a mark-to-market election under the PFIC rules and the related reporting requirements.

Information Reporting and Backup Withholding Requirements

Each U.S. holder that, immediately before the distribution, owned at least 5% (by vote or value) of Elan’s total outstanding ordinary shares and ADSs must attach to such holder’s U.S. federal income tax return for the year in which our ordinary shares are received a statement setting forth certain information related to the distribution.

Payments of cash in lieu of fractional Prothena ordinary shares may, under certain circumstances, be subject to backup withholding, unless the holder provides proof of an applicable exemption or a correct taxpayer identification number and otherwise complies with the requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules will be allowed as a refund or credit against the applicable holder’s U.S. federal income tax liability, provided that such holder furnishes the required information to the IRS.

The foregoing is a summary of the material U.S. federal income tax consequences of the separation and distribution and related transactions under current law and particular circumstances. The foregoing does not purport to address all U.S. federal income tax consequences of the separation and distribution and related transactions or tax consequences that may arise under the tax laws of other jurisdictions or that may apply to particular categories of Elan shareholders. Each Elan shareholder should consult its own tax advisor as to the particular tax consequences of the separation and distribution and related transactions to such shareholder, including the application of U.S. federal, state and local and non-U.S. tax laws, and the effect of possible changes in any tax laws that may affect the tax consequences described above.

Material Irish Tax Consequences of the Distribution

The information set out in these paragraphs is intended as a brief and general guide only based on current legislation and the current published practice of the Revenue Commissioners of Ireland. It relates only to certain limited aspects of the Irish taxation treatment for holders of Elan ordinary shares or Elan ADSs. It is intended to apply only, except to the extent stated below, to persons who are resident and, if individuals, ordinarily resident and domiciled in Ireland for Irish tax purposes, and who are absolute beneficial holders of Elan ordinary shares or Elan ADSs and who hold them as investments (and not as securities to be realized in the course of a trade). The information set out below may not apply to certain holders of Elan ordinary shares or Elan ADSs, such as dealers in securities, insurance companies and those holders who have (or are deemed to have) acquired their Elan ordinary shares or Elan ADSs by virtue of an office or employment. Such persons may be subject to special rules.

It should be noted that specific confirmation as to the tax treatment of the distribution for relevant holders of Elan ordinary shares or Elan ADSs has not been sought from the Revenue Commissioners of Ireland.

Taxation of Chargeable Gains

Subject to the point noted below in respect of the receipt of cash proceeds as a result of a sale of a fractional entitlement to a Prothena ordinary share, the distribution should be treated as a reorganization for the purposes of Irish chargeable gains. Accordingly holders of Elan ordinary shares or Elan ADSs should not be treated, by virtue of the receipt of Prothena ordinary shares pursuant to the distribution, as making a disposal or part disposal of their Elan ordinary shares or Elan ADSs for the purposes of taxation of chargeable gains. The Prothena ordinary shares, issued to each holder of Elan ordinary shares or Elan ADSs, on the distribution date, should be treated as the same asset and as having been acquired at the same time as the relevant Elan ordinary shares or Elan ADSs. On that basis, holders of Elan ordinary shares or Elan ADSs should not incur a liability to taxation of chargeable gains in respect of the distribution.

Subject to the point noted below in respect of the receipt of cash proceeds as a result of a sale of a fractional entitlement to a Prothena ordinary share, a holder of Elan ordinary shares or Elan ADSs aggregate base cost in his Elan ordinary shares or Elan ADSs and Prothena ordinary shares immediately after the distribution should be

the same as his base cost in his relevant Elan ordinary shares or Elan ADSs immediately before the distribution. A holder of Elan ordinary shares or Elan ADSs base cost should be apportioned between his Elan ordinary shares or Elan ADSs and Prothena ordinary shares by reference to their respective market values on the first day on which the market values or prices are quoted or published for such shares.

A holder of Elan ordinary shares which is an Irish resident company owning 5% or more of the share capital of Elan, and which meets all of the conditions for exemption from CGT under s626B Taxes Consolidation Act 1997 will, rather than the treatment described above, be treated for Irish capital gains tax purposes as having made a part disposal of an interest in Elan shares which will be exempt from capital gains tax under the provisions of s626B Taxes Consolidation Act 1997. The receipt of Prothena ordinary shares shall be treated as a new acquisition of Prothena shares at market value on the first day on which market prices or prices are quoted or published for such shares and shall constitute a new acquisition of shares for the purposes of s626B Taxes Consolidation Act 1997 for a future disposal of those shares. The base cost of such holders’ Elan ordinary shares shall be reduced by the relative market value of a Prothena share to an Elan share on the first day on which market prices or prices are quoted or published for such shares to adjust for the deemed part disposal described above.

A holder of Elan ordinary shares or Elan ADSs who receives a cash payment as a result of a disposal of a fractional entitlement to a Prothena ordinary share will be treated as having made a partial disposal of their Elan ordinary shares or Elan ADSs and this may give rise to a chargeable gain, subject to the availability of an applicable relief or exemption. In particular, it should be noted that Irish resident individual shareholders are able to avail themselves of an annual chargeable gains exemption equal to €1,270.

The distribution should have no consequence from an Irish chargeable gains perspective for holders of Elan ordinary shares or Elan ADSs who are neither resident nor ordinarily resident in Ireland and do not hold such shares / ADSs in connection with a trade or business carried on by such holder in Ireland through a branch or agency. This is on the basis that such holders fall outside the scope of the charging provisions contained in the Irish legislation applicable to the taxation of chargeable gains.

Taxation of Income

It is the established practice of the Revenue Commissioners of Ireland to treat any distribution that may arise in connection with a transfer of assets by way of demerger and a related issue of ordinary shares by the transferee entity to holders of shares in the transferring entity as not being a distribution taxable as income in the hands of the relevant shareholder. Accordingly the distribution should not give rise to any liability to tax on income for any holder of Elan ordinary shares or Elan ADSs. In addition, there should be no requirement for Elan Corporation plc to account for Irish dividend withholding tax.

Stamp Duty

Relevant holders of Elan ordinary shares or Elan ADSs should have no liability to account for any stamp duty in connection with the receipt of Prothena ordinary shares pursuant to the distribution.

For additional information, see “Description of Share Capital — Irish Taxation and Stamp Duty Matters Relating to the Holding of Prothena Ordinary Shares.”

Material U.K. Tax Consequences of the Distribution

The comments set out below are based on current tax law as applied in the United Kingdom (“UK”) and H.M. Revenues Custom (“HMRC”) practice as at the date of this Circular, both of which are subject to change, possibly with retrospective effect. The comments are intended as a general guide and only apply for holders of Elan ordinary shares or Elan ADSs who are solely resident, and in the case of an individual, ordinarily resident,

for tax purposes in the UK, who hold their shares in Elan as an investment and who are the absolute beneficial owners thereof. Certain categories of Elan shareholders, such as traders, brokers, financial institutions, investment companies and collective investment schemes, shareholders who acquired their shares by virtue of an office or employment related to the Elan group, and shareholders who hold 10% or more of the Elan ordinary shares or Elan ADSs may be subject to special rules and this summary does not apply to such shareholders. Elan shareholders should consult their own professional advisors if they are in any doubt about their own tax position as this summary is not intended to be specific tax advice.

Tax Implications of the Demerger

The proposed demerger will involve a deemed in specie distribution of Elan’s entire shareholdings in Neotope Biosciences, Onclave and Prothena US to a newly incorporated Irish company (“Prothena”), held outside the group, in exchange for an issue of ordinary shares by Prothena to all the current holders of Elan ordinary shares and Elan ADSs in their existing proportions. Each shareholder in Elan will therefore be in receipt of ordinary shares in Prothena, which effectively represent a distribution to them by Elan.

There is currently some uncertainty as to whether HMRC regard distributions from foreign companies, such as Elan, as being income or capital in nature. Whilst UK tax law contains detailed rules as to what constitutes an income distribution by a UK company, these rules do not apply to distributions by foreign companies. The UK tax treatment of foreign company distributions as either income or capital is largely governed by case law and HMRC practice.

Based on the proposed transaction and the underlying Irish legal analysis, it is our view that the above distributions to the shareholders in Elan should be regarded as a capital distribution for UK tax purposes. To confirm the UK tax treatment of the proposed distributions to UK shareholders in Elan, a clearance application was submitted to HMRC seeking their confirmation of the tax analysis based on the proposed demerger plan. The clearance application sought HMRC confirmation that the distributions will be regarded as capital distributions for UK shareholders and that relevant reconstruction reliefs are available. HMRC clearance has now been received confirming that capital gains tax reconstruction reliefs will be available and will not be prevented from applying by anti-avoidance rules. Consequently, the tax implications for UK holders of Elan ordinary shares and Elan ADSs can be summarised as follows:

Tax Analysis

U.K. Individual Shareholders. On the basis that the distribution from Elan should be regarded as being capital in nature, no UK income tax charge should arise for UK individuals on receipt of the Prothena shares on the basis that the charge does not extend to dividends of a capital nature. The receipt of the Prothena shares will instead be treated as a capital distribution for UK tax purposes.

Receipt of a capital distribution could, in the absence of specific relief, give rise to a UK capital gains tax charge in the hands of UK individuals. However, HMRC have now confirmed that the relevant capital gains tax reconstruction relief should be available, and so no capital gains charge should arise. Instead, the receipt of the shares in Prothena will be treated for UK capital gains tax purposes as a reconstruction of the individual’s shareholding in Elan such that there is no disposal of their holding of ordinary shares or ADSs. In effect, the shares / ADSs in Elan and the shares in Prothena after the demerger should, taken together, be treated as the same asset acquired at the same time as their existing Elan ordinary shares / ADSs were acquired by the individual. The individual’s original tax base cost in their Elan ordinary shares / ADSs will be proportionately split between their Elan ordinary shares / ADSs and their new shares in Prothena.

However, where a holder of Elan ordinary shares or Elan ADSs receives a cash payment as a result of a disposal of a fractional entitlement to a Prothena ordinary share, a partial disposal of their Elan ordinary shares or Elan ADSs will arise and this may result in a chargeable gain, subject to the availability of an applicable relief or exemption.

U.K. Corporate Shareholders. The receipt of shares in Prothena by current Elan UK corporate investors in proportion to their existing holding of Elan ordinary shares or ADSs as part of the demerger will be treated as a distribution from Elan. The receipt of company distributions by corporate shareholders (whether from UK or foreign companies, and whether income or capital in nature) is now subject to UK corporation tax in full, but subject to exemption. There are two exemption regimes available for UK companies receiving distributions; one for ‘small’ companies and one for ‘not small’ companies as defined. A company is small if it has less than 50 employees and either turnover of less than €10m, or gross assets less than €10m.

Under the ‘small’ exemption certain distributions (which would include normal dividends and in specie distributions) should be exempt as long as the paying company is resident in a qualifying territory and does not receive any form of foreign tax deduction for the payment. It is anticipated that the proposed Elan distribution should meet these conditions for small UK corporate investors so that the receipt should be exempt from UK corporation tax.

Under the ‘not small’ exemption, the receipt of a distribution is exempt if the distribution falls within a qualifying exempt class and certain anti-avoidance rules do not apply. Again, it is anticipated that the proposed Elan distribution should be exempt under at least one of the exempt classes for not small UK corporate investors so that the receipt should be exempt from UK corporation tax.

There is no required minimum shareholding which a UK corporate investor must hold in Elan to qualify under either the ‘small’ or ‘not small’ exemption regimes above.

Stamp Duty. Relevant holders of Elan ordinary shares or Elan ADSs should have no liability to account for any UK stamp duty or stamp duty reserve tax in connection with their receipt of Prothena ordinary shares pursuant to the distribution.

Treatment of Stock Options and Other Equity Awards

Employees of Elan hold stock options to purchase Elan ordinary shares or Elan ADSs and restricted stock units (“RSUs”) representing a right to receive Elan ordinary shares or Elan ADSs upon settlement.

With respect to Elan options and RSUs held by the majority of Elan employees that become employees of Prothena effective upon the separation and distribution:

•

other unvested Elan options and RSUs will be forfeited; and

•

However, for Elan employees who are aged 55 or over with at least five years of service and who become employees of Prothena, unvested Elan options and RSUs will become fully vested and exercisable upon the separation and distribution, with the RSUs (which, by their terms, are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms, and with Elan options being exercisable for one year following the separation and distribution. Similarly, unvested Elan options and RSUs held by certain Elan executives who were employed by Elan in April 2007 and who become employees of Prothena, will become fully vested and exercisable upon the separation and distributions, with the RSUs (which, by their terms are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms, and with Elan options being exercisable for two years following the separation and distribution.

Elan’s Leadership Development and Compensation Committee (“LDCC”) will make such adjustments as it deems appropriate and in such manner as it may deem equitable to awards made under the Elan equity incentive plans, in the event that the market value of Elan ordinary shares and Elan ADSs immediately prior to the separation and distribution is higher than the market value of Elan ordinary shares and Elan ADSs immediately after the separation and distribution. Any such adjustments will be applied equally to all outstanding Elan awards (including, for the avoidance of doubt, options to purchase Elan ordinary shares or Elan ADSs held by employees of Elan who become employees of Prothena that have vested or will vest upon the separation and distribution) and will be strictly in accordance with the terms of the applicable Elan equity incentive plan.

Trading Between the Record Date and Distribution Date

Prothena ordinary shares

Beginning on the record date and continuing up to and including through the distribution date, we expect that there will be a “when-issued” market in Prothena ordinary shares. “When-issued” trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. These transactions are conditional, with settlement to occur if and when the security is actually issued and Nasdaq determines transactions are to be settled.

The “when-issued” trading market will be a market for Prothena ordinary shares that will be distributed to Elan shareholders on the distribution date. If you will own Elan ordinary shares or Elan ADSs at the close of business on the record date, you will be entitled to our ordinary shares distributed pursuant to the distribution. You may trade this entitlement to Prothena ordinary shares, without the Elan ordinary shares or Elan ADSs you own, on the “when-issued” market. On the first trading day following the distribution date, “when-issued” trading with respect to Prothena ordinary shares will end and “regular-way” trading will begin. “Regular-way” trading transactions are settled by delivery of the securities against payment on the third business day after the transaction.

Elan Ordinary Shares and Elan ADSs

Beginning shortly before the record date and continuing up to and including through the distribution date, we expect that Elan ordinary shares and Elan ADSs will trade on the “regular-way” market with an entitlement to Prothena ordinary shares distributed pursuant to the distribution. On the first trading day following the completion of the separation and distribution, Elan ordinary shares and Elan ADSs will trade on the “ex-dividend” market without an entitlement to Prothena ordinary shares distributed pursuant to the distribution. Therefore, if you sell Elan ordinary shares or Elan ADSs up to and including through the distribution date, you will be selling your right to receive Prothena ordinary shares in the distribution. If you sell Elan ordinary shares or Elan ADSs on the “ex-dividend” market, on the first trading day following the distribution date or thereafter, you will still receive the Prothena ordinary shares that you would be entitled to receive pursuant to your ownership of the Elan ordinary shares or Elan ADSs.

Reason for Furnishing This Information Statement

This information statement is being furnished by Elan solely to provide information to shareholders of Elan who will receive Prothena ordinary shares in the separation and distribution. It is not, and is not to be construed as, an inducement or encouragement to buy or sell any of our securities. We will not update the information in this information statement except in the normal course of our respective public disclosure obligations and practices.

ARRANGEMENTS BETWEEN ELAN AND PROTHENA

Following the separation and distribution, we will be a separate, stand-alone public company and a wholly-owned subsidiary of Elan will own 18% of our outstanding ordinary shares.

For purposes of governing the ongoing relationships between Elan and us after the separation and distribution and to provide for an orderly transition, Elan and we have entered, or will enter prior to the separation and distribution, into the agreements described in this section. The agreements summarized in this section have been included as exhibits to the registration statement of which this information statement forms a part, and the following summaries of those agreements are qualified in their entirety by reference to the agreements.

Pre-Demerger Restructuring Transactions

Prior to the effective time of the demerger described below and pursuant to a series of internal reorganization transactions between and among Elan and certain of its subsidiaries which will remain with Elan following the separation and distribution, on the one hand, and the Prothena Subsidiaries, on the other hand, Elan will allocate, assign and transfer, or cause to be allocated, assigned and transferred, to the Prothena Subsidiaries the assets and liabilities that comprise the Prothena Business. The reorganization will result in the Prothena Business being owned prior to the effective time of the demerger by Neotope Biosciences, a private limited company incorporated in Ireland and a direct wholly owned subsidiary of Elan, and two direct wholly owned subsidiaries of Neotope Biosciences, Onclave, a private limited company incorporated in Ireland, and Prothena US, a corporation organized under the laws of Delaware.

The internal reorganization transactions will include the (1) Amended and Restated Intellectual Property License and Contribution Agreement among Neotope Biosciences, Elan Pharma International Limited (“EPIL”) and Elan Pharmaceuticals, Inc. (“Elan Pharmaceuticals” and together with EPIL, the “Elan Parties”), (2) Intellectual Property License and Conveyance Agreement among Neotope Biosciences and the Elan Parties, and (3) Asset Purchase Agreement between Prothena US and Elan Pharmaceuticals.

Amended and Restated Intellectual Property License and Contribution Agreement

Pursuant to the Amended and Restated Intellectual Property License and Contribution Agreement, the Elan Parties convey ownership of patents, patent applications, biological materials and other intellectual property to Neotope Biosciences relating to (i) NEOD001 compositions and methods (including US Patent No.’s 7,928,203, 8,268,973, and 8,124,081 referenced under “Business - Patents and Intellectual Property Rights”) and (ii) immunotherapeutic approaches targeting various misfolding proteins, including synuclein (including U.S. Patent No.’s 7,910,333, 7,919,088, 8,092,801 and 8,147,833 referenced under “Business — Patents and Intellectual Property Rights”), AA amyloid, AL amyloid, type 2 diabetes targets and other targets. The Elan Parties also convey to Neotope Biosciences any liabilities relating to the assets so conveyed, subject to the terms of the Demerger Agreement, including Elan’s agreement in the Demerger Agreement to pay a portion of the Trade Payables as described below.

In addition, under the Amended and Restated Intellectual Property License and Contribution Agreement, the Elan Parties license to Neotope Biosciences, on an exclusive, fully paid, perpetual, irrevocable (except as described below) and royalty free basis, to conduct research and development activity and to make, have made, use, offer for sale, sell and import products solely for the Projects (as described below): (i) patent rights relating to synuclein antibodies, synuclein immunogens and synuclein animal models and (ii) biological material relating to synuclein antibodies, control antibodies and reagents (“Specified Biological Material”). “Projects” means research, development and commercialization activities directed to the use, in the diagnosis, prevention and treatment of diseases, of (i) active and passive immunotherapeutic approaches directly targeting one or more antibody targets named in the Amended and Restated Intellectual Property License and Contribution Agreement (including among others synuclein, tau and certain targets relating to Type 2 diabetes).

The Amended and Restated Intellectual Property License and Contribution Agreement provides that the licenses from the Elan Parties to Neotope Biosciences of (i) patent rights relating to certain synuclein immunogens, synuclein antibodies and synuclein animal models and (ii) the Specified Biological Material will terminate with respect to Projects that are “inactive” (i.e. Projects which Prothena has funded at an average annual rate of less than $75,000 over a period of two calendar years, including both internal and external expenditures in the aggregate).

The Amended and Restated Intellectual Property License and Contribution Agreement also provides for the sublicense from the Elan Parties to Neotope Biosciences, on a paid-up, worldwide, exclusive basis (with the right to grant sublicenses) solely for the Projects, to make, use, offer for sale, sell and import products under rights in identified patents and patent applications that are currently owned by Janssen Alzheimer Immunotherapy (“Janssen AI”), in each case that relate to immunotherapeutic approaches targeting misfolding proteins other than amyloid beta peptide. The term of the sublicense to Neotope Biosciences is co-extensive with the expiration of the patent term of each identified patent subject to the sublicense. In the event that patents issue that do not relate to amyloid beta peptide under these patent applications, Elan’s agreement with Janssen AI provides that ownership of the issued patents will be conveyed by Janssen AI to Elan Pharmaceuticals; the Amended and Restated Intellectual Property License and Contribution Agreement provides that Elan Pharmaceuticals shall in turn convey any such issued patents to Neotope Biosciences. In the event that patents issue that cover immunotherapeutic approaches relating to both amyloid beta peptide and other misfolding proteins under these patent applications, Elan’s agreement with Janssen AI provides that the rights under such issued patents not relating to amyloid beta peptide will be licensed by Janssen AI to Elan Pharmaceuticals on a paid-up, worldwide, exclusive basis (with the right to grant sublicenses); the Amended and Restated Intellectual Property License and Contribution Agreement provides that Elan Pharmaceuticals shall in turn sublicense to Neotope Biosciences, on an a paid-up, worldwide, exclusive basis (with the right to grant sublicenses) the rights licensed by Janssen AI to Elan Pharmaceuticals.

The Amended and Restated Intellectual Property License and Contribution Agreement clarifies (as described above) the assets contributed and licenses granted by the Elan Parties to an affiliate of Neotope Biosciences in 2010, which were immediately thereafter assigned by such affiliate to Neotope Biosciences in exchange for shares in Neotope Biosciences with a value equal to $1.8 million.

Intellectual Property License and Conveyance Agreement

Pursuant to the Intellectual Property License and Conveyance Agreement, in exchange for $375,000 the Elan Parties convey ownership of patents, patent applications, biological materials and chemical materials to Neotope Biosciences relating to (i) immunotherapeutic approaches targeting melanoma cell adhesion molecule (MCAM) and certain other antibody targets and (ii) certain small molecules targeting synuclein. Neotope Biosciences also assumes any liabilities relating to the assets acquired under the Intellectual Property License and Conveyance Agreement, subject to the terms of the Demerger Agreement, including Elan’s agreement in the Demerger Agreement to pay a portion of the Trade Payables as described below.

In addition, under the Intellectual Property License and Conveyance Agreement, the Elan Parties license to Neotope Biosciences, on an exclusive, fully paid, perpetual, irrevocable (except as described below) and royalty free basis, to conduct research and development activity and to make, have made, use, offer for sale, sell and import products solely for the Additional Projects (as described below): (i) patent rights relating to synuclein antibodies, synuclein immunogens and synuclein animal models and (ii) Specified Biological Material. “Additional Projects” means research, development and commercialization activities directed to the use, in the diagnosis, prevention and treatment of diseases, of (i) active and passive immunotherapeutic approaches directly targeting MCAM, Laminin, advanced glycation end products, and damaged myelin and (ii) small molecule compounds that target synuclein and are identified in the Intellectual Property License and Conveyance Agreement.

The Intellectual Property License and Conveyance Agreement provides that the licenses from the Elan Parties to Neotope Biosciences of (i) patent rights relating to certain synuclein immunogens, synuclein antibodies

and synuclein animal models and (ii) Specified Biological Material will terminate with respect to Additional Projects that are “inactive” (i.e. Additional Projects which Prothena has funded at an average annual rate of less than $75,000 over a period of two calendar years, including both internal and external expenditures in the aggregate).

Asset Purchase Agreement

Pursuant to the Asset Purchase Agreement, we purchase from Elan Pharmaceuticals, in exchange for $3.0 million, (i) the laboratory and other capital equipment used at our laboratory facility in South San Francisco, California, including without limitation equipment relating to antibody generation, antibody engineering, biochemistry, cell biology and histopathology/pharmacology and (ii) certain prepayments (including prepaid rent) and receivables due Prothena, in each relating to the Prothena Business. We also assume any liabilities relating to or associated with the assets we acquire under the Asset Purchase Agreement.

Demerger Agreement

We have entered into a Demerger Agreement with Elan that sets forth the principal actions required in connection with our separation from Elan, and the distribution of our ordinary shares to Elan’s shareholders. It also sets forth other agreements that govern certain aspects of our relationship with Elan following the separation and distribution.

Transfer of Prothena Business

The Demerger Agreement transfers the entire outstanding share capital of Neotope Biosciences to us in consideration for the allotment of 99.99% of our outstanding shares to Elan’s Shareholders, so that each of Elan and us ultimately retains the assets of, and the liabilities associated with, our respective businesses.

The Distribution

The Demerger Agreement governs the rights and obligations of Elan and us regarding the proposed distribution of 99.99% of our outstanding shares to Elan’s shareholders.

Representations and Warranties

Except as expressly set forth in the Demerger Agreement, neither we nor Elan will make any representation or warranty in connection with the separation and distribution.

Releases

Except as otherwise provided in the Demerger Agreement, each party will release and forever discharge the other party and its respective subsidiaries and affiliates from all (a) liabilities existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the distribution date and (b) liabilities specifically assumed by a party pursuant to the Demerger Agreement. The releases will not extend to obligations or liabilities under any agreements between the parties that remain in effect following the separation pursuant to the Demerger Agreement.

Certain Payables and Accruals

The Demerger Agreement provides that Elan is obligated to pay 50% of all trade payables and operating accruals (“Trade Payables”) and 100% of all payroll and bonus accruals that were incurred by Prothena through the effective date of the distribution.

Indemnification

The Demerger Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of the Prothena Business with us and financial responsibility for

the obligations and liabilities of Elan’s business with Elan, including indemnification of Prothena by Elan of any liabilities arising out of the litigation with AIA that was previously dismissed with prejudice and is pending appeal. See “Risk Factors — Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming.”

Further Assurances

To the extent that any transfers contemplated by the Demerger Agreement have not been consummated on the distribution date, the Demerger Agreement provides that the parties will cooperate to effect such transfers as promptly as practicable thereafter. In addition, each of the parties agrees to cooperate with each other and use commercially reasonable efforts to take or to cause to be taken all actions, and to do, or to cause to be done, all things reasonably necessary under applicable law or contractual obligations to consummate and make effective the transactions contemplated by the Demerger Agreement.

Exchange of Information

The Demerger Agreement provides that we and Elan will exchange certain information reasonably required to comply with reporting, filing, audit, litigation, regulatory and other obligations, subject to certain exceptions.

Confidentiality

Each party agrees to treat as confidential and not disclose confidential information of the other party except in specific circumstances identified in the separation agreement.

Legal Matters

In general, the Demerger Agreement provides that, effective upon the separation and distribution, each party to the Demerger Agreement will assume liability for all pending and threatened legal matters related to its own business or assumed or retained liabilities and will indemnify the other party for any liability to the extent arising out of or resulting from such assumed legal matters. Each party will cooperate in defending any claims against the other for events that took place prior to, on or after the date of the separation of us from Elan.

Business Opportunities

The Demerger Agreement provides that neither we nor Elan nor our respective affiliates will have any duty to refrain from engaging in similar activities or lines of business or doing business with suppliers or customers, and both we and Elan acknowledge that neither of us will have any duty to communicate or offer any business opportunities to the other.

Dispute Resolution

In the event of a dispute relating to the Demerger Agreement between us and our subsidiaries and other affiliates, on the one hand, and Elan and its other subsidiaries and other affiliates, on the other hand, the Demerger Agreement provides for the following procedures:

•

first, the parties will use commercially reasonable efforts to resolve the dispute through negotiations between our representatives and Elan’ representatives;

•

if negotiations fail, then the parties will attempt to resolve the dispute through non-binding mediation; and

•

if mediation fails, then the parties may seek relief in any court of competent jurisdiction.

Contractual Restrictions

During the term of the Transitional Services Agreement, and for one year thereafter, neither we nor Elan will be permitted to solicit each other’s employees for employment without the other’s consent.

Expenses

Except as expressly set forth in the Demerger Agreement, all fees and expenses incurred in connection with our separation from Elan will be paid by the party incurring such fees or expenses.

Term and Termination

The Demerger Agreement will automatically terminate if all of the conditions to the demerger set forth therein, which are summarized under “The Separation and Distribution and Related Transactions — Conditions to the Distribution,” are not satisfied or waived by July 1, 2013. In addition, Elan can terminate the agreement in its absolute discretion by notice in writing to Prothena at any time before the demerger occurs.

Subscription and Registration Rights Agreement

Prior to consummation of the separation and distribution, and as a condition to such completion, we, Elan and Elan Science One Limited, a wholly-owned subsidiary of Elan (“Subscriber”) will enter into a Subscription and Registration Rights Agreement. The Subscription and Registration Rights Agreement sets forth certain terms and conditions related to the subscription for 18% of the outstanding Prothena ordinary shares (as calculated immediately following the consummation of such subscription) by Subscriber immediately following the separation and distribution and concerning the rights of the parties in respect of such ownership from and after the separation and distribution.

Subscription

Immediately following consummation of the separation and distribution, Subscriber will subscribe, and Prothena will issue to Subscriber, ordinary shares of Prothena, representing approximately 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription), for a cash payment of $26.0 million.

Registration Rights

Subscriber shall be entitled to customary demand registration rights, provided, however, that Subscriber may not initiate more than six requests to exercise its demand registration rights (which include any shelf underwritten offerings) in the aggregate. Withdrawn requests will not count toward the total of six requests if certain conditions are satisfied. If Prothena is eligible to do so, the purchasing entity may request that it file an automatic shelf registration statement.

In addition, Subscriber will be entitled to customary piggyback registration rights, pursuant to which it may request that its shares be included in any offering of securities of the same class that Prothena initiates in its own right or on behalf of another shareholder.

Voting

Subscriber will agree to vote our ordinary shares that Subscriber subscribes for immediately after the separation and distribution in proportion to the votes cast by our other shareholders. In connection with such agreement, Subscriber will grant us a proxy to vote our ordinary shares held by Elan in such proportion. This proxy, however, will be automatically revoked as to a particular share upon any sale or transfer of such share from Subscriber to a person other than Elan or any of Elan’s subsidiaries.

DTC Eligibility

We will use our reasonable best efforts to take such other steps as may be requested by Subscriber so as to allow Subscriber to hold its shares in book-entry form and eligible for the depository and book-entry transfer services of The Depository Trust Company.

Term and Termination

Except with respect to the indemnification obligations set forth therein, which will survive the termination, the Subscription and Registration Rights Agreement will terminate upon the registration or other sale, transfer or disposition of all the Prothena ordinary shares subscribed for pursuant to the Subscription and Registration Rights Agreement to a party other than Elan or any of its subsidiaries.

Tax Matters Agreement

We will enter into a Tax Matters Agreement with Elan under which tax liabilities relating to taxable periods before and after the separation and distribution will be computed and apportioned between the parties, and responsibility for payment of those tax liabilities (including any taxes attributable to the separation and distribution) will be allocated between us. Furthermore, the Tax Matters Agreement will set forth the rights of the parties in respect of the preparation and filing of tax returns, the handling of audits or other tax proceedings and assistance and cooperation and other matters, in each case, for taxable periods ending on or before or that otherwise include the date of the Prothena Transactions. The Tax Matters Agreement will automatically terminate upon the termination of the Demerger Agreement.

Transitional Services Agreement

We will enter into a Transitional Services Agreement with Elan under which Elan will provide to us, and we will provide to Elan, specified services to help ensure an orderly transition following the separation and distribution. The services provided by Elan under the Transitional Services Agreement will include CMC / quality assurance, information services, IT services, facilities services, company secretarial services, finance services, legal services, compliance services and human relations services. The services provided by Prothena will include finance services, Tysabri services and assisting in reviewing proposed Elan publications related to work done at Elan prior to separation.

We expect that the Transitional Services Agreement will remain in effect until the expiration of the last time period for the performance of services thereunder, which is generally expected to be six months from the effective date of the separation and distribution and in no event shall be later than December 31, 2013.

Both we and Elan will be permitted to terminate the Transitional Services Agreement (to the extent it relates to any particular transitional service) if the other party breaches any of its significant obligations under the agreement and does not cure such breach within 20 business days of receiving written notice from the other party. In addition, either party may terminate the Transitional Services Agreement if a receiver, examiner or administrator is appointed with respect to any of the other party’s assets, the other company is struck off the Register of Companies in its jurisdiction of organization or at the option of such party with respect to a particular transition service if such party is the service recipient.

The payment terms of the agreement generally provide that Prothena will pay Elan for the time spent by each Elan employee providing the services, which will be calculated by the portion of the employee’s time dedicated to the provision of the services, plus forty per cent. The time for each employee will be calculated using one of two specified rates per annum depending on the employee’s wage band. There will be a fixed monthly charge for IT services of $75,000 for so long as those services are provided, and Prothena intends to obtain an alternative provider of IT services. Invoices will be sent on a monthly basis. Similarly, Elan will pay

Prothena for the time spent by each Prothena employee providing services to Elan, which will be an agreed percentage of the employee’s time, based on the cost of providing those services plus forty per cent and including, as applicable, any fees for any services from Elan or Prothena provided by third party providers and invoiced to the recipient at cost. The services from Prothena will also be calculated using one of two specified rates per annum depending on the employee’s wage band. There will also be a fixed monthly charge of $6,000 to account for lab space and capital equipment used by Elan. Invoices will be sent on a monthly basis. We estimate that payments under the Transitional Services Agreement by Elan will be approximately $85,000 (excluding the fixed monthly charge) and payments under the Transitional Services Agreement by Prothena will be approximately $420,000 (excluding the fixed monthly charge).

Research and Development Services Agreement

We will enter into a Research and Development Services Agreement with Elan pursuant to which we will provide certain research and development services to Elan. The Research and Development Services Agreement will, among other things, set out the scope of the services, the consideration to be paid for the services and the general principles around ownership of intellectual property as it relates to the services. The Research and Development Services Agreement is expected to be in effect for a period of not less than two years. Either party is entitled to terminate the Research and Development Services Agreement at any time by notice in writing to the other party if there has been a material breach by the other party or if the other party becomes insolvent or if the other party is in breach of any of its confidentiality obligations under the agreement.

The services provided for under the Research and Development Services Agreement include support for the ELND005 and ELND002 programs (which include the provision of expert advice and opinion in the areas of nonclinical safety/toxicology and pharmacology, regulatory support for nonclinical sections of pertinent documents, conducting and interpreting externally conducted nonclinical studies, and support in respect of the identification and maintenance of nonclinical expert advisors as required). These services will be substantially similar to research services performed by Prothena for Elan prior to the separation and distribution.

The payment terms of the Research and Development Services Agreement provide that Elan will pay Prothena: (i) a fixed charge of $500,000 per year based on a charge for two Prothena employees providing the services at a rate of $250,000 each per annum, (ii) if the $500,000 fixed charge has been paid in any year, a variable charge of $250,000 per year for any additional Prothena employee that provides services for such year (calculated pro rata based on the number of days the Prothena employee provides services in such year), (iii) research costs including direct overheads and (iv) a mark-up of 10% applied to the fixed charge, variable charge (if any) and research costs such that the total payment reflects a cost-plus standard. The payments will be made on a monthly basis.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2012:

•

on an actual basis; and

•

on a pro forma basis to give effect to the pro forma adjustments included in our unaudited pro forma financial information as if the events giving rise to such pro forma adjustments had occurred on September 30, 2012, as follows:

•

the cash investment by Elan of $99.0 million in the Prothena Subsidiaries;

•

the issuance of 99.99% of Prothena’s outstanding shares to holders of Elan ordinary shares and Elan ADSs in the distribution; and

•

the issuance by Prothena of approximately [ — ] ordinary shares to Elan in exchange for a cash payment of $26.0 million.

The information below is not necessarily indicative of what our cash and cash equivalents and capitalization would have been had the separation and distribution and related transactions been completed as of September 30, 2012. In addition, it is not necessarily indicative of our future cash and cash equivalents and capitalization. This table should be read in conjunction with “Unaudited Pro Forma Condensed Carve-out Combined Financial Statements,” “Selected Historical Carve-out Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our annual audited and interim unaudited carve-out combined financial statements and the notes thereto included elsewhere in this information statement.


	As of September 30, 2012
	Actual			Pro Forma
	(In millions)
Cash and cash equivalents	$	—		$	125.0	(1)

Parent company and shareholders’ equity

Share capital		—			0.4	(2)
Additional paid-in capital		—			125.6	(3)
Parent company equity		(3.1	)		—

Total parent company equity (shareholders’ equity pro forma)	$	(3.1	)	$	126.0

Total capitalization	$	(3.1	)	$	126.0

(1)

Amount represents the pro forma cash investment by Elan of $99.0 million and the consideration received of $26.0 million for the 18 % of the outstanding ordinary shares (as calculated immediately following the consummation of such subscription) of Prothena subscribed for by a wholly-owned subsidiary of Elan as of September 30, 2012.

(2)	Amount represents the issuance of approximately [ — ] million Prothena ordinary shares at $0.01 par value to the shareholders of Elan and the issuance of approximately [ — ] million Prothena ordinary shares at $0.01 par value to Elan.

(3)

Amount represents the carrying amount of net assets transferred by Elan to Prothena of $1.0 million; the consideration of $26.0 million for the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscribed for by a wholly-owned subsidiary of Elan; the cash investment by Elan of $99.0 million in the Prothena Subsidiaries; the reclassification of parent company equity to additional paid-in capital; less the nominal value of the shares issued of $0.4 million.

LISTING AND TRADING OF OUR ORDINARY SHARES

Market for Our Ordinary Shares

There is currently no public market for our ordinary shares. We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.” We cannot assure you as to the price at which our ordinary shares will trade after the separation and distribution (or, on a “when-issued” basis, before the separation and distribution). Until our ordinary shares are fully distributed and an orderly market develops in our ordinary shares, the price at which such shares trade may fluctuate significantly. In addition, the combined trading prices of our ordinary shares and Elan ordinary shares and Elan ADSs held by shareholders after the separation and distribution may be less than, equal to or greater than the trading price of the Elan ordinary shares and Elan ADSs prior to the separation and distribution.

Transferability of Our Ordinary Shares

Our ordinary shares that will be distributed to Elan’s shareholders will be freely transferable, unless the holder is considered an “affiliate” of ours under Rule 144 under the Securities Act. Persons who can be considered our affiliates after the separation and distribution generally include individuals or entities that directly, or indirectly through one or more intermediaries, control, are controlled by, or are under common control with, us, and may include certain of our officers and directors. As of [ — ], 2012, after giving effect to the distribution, we estimate that our directors and executive officers will beneficially own [ — ] ordinary shares. See “Security Ownership of Certain Beneficial Owners and Management.” In addition, individuals who are affiliates of Elan on the distribution date may be deemed to be affiliates of ours. Our affiliates may sell our ordinary shares received in the distribution only:

•

under a registration statement that the SEC has declared effective under the Securities Act; or

•

under an exemption from registration under the Securities Act, such as the exemption afforded by Rule 144.

In general, under Rule 144 as currently in effect, an affiliate will be entitled to sell, within any three-month period commencing 90 days after the date the registration statement, of which this information statement is a part, is declared effective, a number of our ordinary shares that does not exceed the greater of:

•

1.0% of our ordinary shares then outstanding; or

•

the average weekly trading volume of our ordinary shares on The Nasdaq Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales under Rule 144 are also subject to restrictions relating to manner of sale and the availability of current public information about us.

We will file a registration statement on Form S-8 under the Securities Act to register 2,650,000 ordinary shares that we expect to be authorized under our long term incentive plan. The shares covered by the S-8 registration statement will be ordinary shares underlying outstanding stock options and other awards available for issuance under the plan. Such registration statement will become effective immediately upon filing. Shares issued pursuant to awards after the effective date of the registration statement, other than shares issued to affiliates, generally will be freely tradable without further registration under the Securities Act.

In the future, we may adopt new stock option and other equity-based award plans and issue options to purchase our ordinary shares and other share-based awards.

DIVIDEND POLICY

Prothena is a newly formed entity and, therefore, has not paid dividends in the past.

We do not anticipate to paying any cash dividends on our ordinary shares for the foreseeable future. Moreover, if we determine to pay any dividend in the future, there can be no assurance that we will continue to pay such dividends.

SELECTED HISTORICAL CARVE-OUT COMBINED FINANCIAL DATA

The following tables set forth our selected historical carve-out combined financial data for the periods indicated below. Our selected historical carve-out combined income statement data for the nine months ended September 30, 2012 and 2011 and balance sheet data as of September 30, 2012 have been derived from our unaudited interim condensed carve-out combined financial statements included in this information statement. Our results of operations for the nine months ended September 30, 2012 presented below are not necessarily indicative of results for the entire fiscal year. Our selected historical carve-out combined income statement data for the fiscal years ended December 31, 2011, 2010 and 2009 and our selected historical carve-out combined balance sheet data as of December 31, 2011 and 2010 have been derived from our audited historical carve-out combined financial statements included elsewhere in this information statement.

The financial statements included in this information statement may not necessarily reflect our financial position, results of operations and cash flows as if we had operated as a stand-alone public company during all periods presented. Accordingly, our historical results should not be relied upon as an indicator of our future performance.

The following selected historical financial and operating data should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Arrangements Between Elan and Prothena,” and our historical and pro forma financial statements and related notes included elsewhere in this information statement.

Statement of Operations Data:


	Historical Nine Months Ended September 30,						Historical Year Ended December 31,
	2012			2011			2011			2010			2009
	(In millions, except per share data)
Revenue	$	2.1		$	0.4		$	0.5		$	1.2		$	2.5

Operating expenses:
Research and development expenses		24.3			15.9			24.2			9.8			3.0
General and administrative expenses		7.0			4.2			5.6			3.6			0.7

Total operating expenses		31.3			20.1			29.8			13.4			3.7

Operating loss and net loss before income taxes		(29.2	)		(19.7	)		(29.3	)		(12.2	)		(1.2	)
Provision for income taxes		—			0.4			0.5			0.3			0.1

Net loss		(29.2	)		(20.1	)		(29.8	)		(12.5	)		(1.3	)

Pro forma basic and diluted net loss per share (1)	$	[ —	]				$	[ —	]

(1)

Pro forma net loss per basic and diluted share for the year ended December 31, 2011, and the nine months ended September 30, 2012, was $[ — ] and $[ — ], respectively. The computation of pro forma net loss per basic and diluted share assumes pro forma weighted-average shares outstanding of [ — ] million, which is equal to the distribution ratio of 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs outstanding as of November 30, 2012 and the [ — ] million ordinary shares assumed to be issued to Elan in connection with the separation and distribution.

Balance Sheet Data:


	Historical At September 30,			Historical At December 31,
	2012			2011			2010
	(In millions)
Current assets:
Cash and cash equivalents	$	—		$	—		$	—
Prepaid and other current assets		0.1			0.1		$	—

Total current assets		0.1			0.1			—
Non-Current assets:
Property, plant and equipment, net		2.5			2.5			2.4
Intangible assets, net		0.1			0.1			—
Other non-current assets		0.9			0.9			0.9

Total assets	$	3.6		$	3.6		$	3.3

Current liabilities:
Accounts payable	$	—		$	0.4		$	0.1
Accruals and other current liabilities		4.8			7.9			1.7

Total current liabilities		4.8			8.3			1.8
Other non-current liabilities		1.9			1.7			1.4

Total liabilities		6.7			10.0			3.2

Parent Company and shareholders’ equity:
Parent company equity		(3.1	)		(6.4	)		0.1

Parent company and shareholders’ equity		(3.1	)		(6.4	)		0.1

Total liabilities and parent company equity	$	3.6		$	3.6		$	3.3

UNAUDITED PRO FORMA CONDENSED CARVE-OUT COMBINED FINANCIAL STATEMENTS

The unaudited pro forma financial information discussed and presented below has been prepared from Prothena’s historical audited statement of operations for the year ended December 31, 2011, unaudited statement of operations for the nine months ended September 30, 2012 and unaudited balance sheet as of September 30, 2012, all of which are included elsewhere in this information statement. The separation of the Prothena Business from Elan will be completed through a “demerger” under Irish law. The demerger will be effected by Elan transferring the Prothena Business to Prothena, in exchange for Prothena issuing directly to the holders of Elan ordinary shares and Elan ADSs, on a pro rata basis, Prothena ordinary shares representing 99.99% of Prothena’s outstanding shares. In addition, in connection with the separation and distribution Elan will make a cash investment of $99.0 million in the Prothena Subsidiaries and a wholly-owned subsidiary of Elan will make a cash payment to Prothena of $26.0 million to subscribe for approximately [ — ] ordinary shares of Prothena, which will represent 18% of Prothena’s outstanding ordinary shares (as calculated immediately following the consummation of such subscription).

The pro forma adjustments and notes to the pro forma financial information give effect to the following transactions:

•

the cash investment by Elan of $99.0 million in the Prothena Subsidiaries;

•

the issuance of 99.99% of Prothena’s outstanding shares to holders of Elan ordinary shares and Elan ADSs in the distribution; and

•

the issuance by Prothena of approximately [ — ] ordinary shares to Elan in exchange for a cash payment of $26.0 million.

The unaudited pro forma carve-out combined balance sheet as of September 30, 2012 has been prepared as if the separation and distribution and related transactions had occurred on September 30, 2012. The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable given the information available. While such adjustments are subject to change based upon the finalization of the terms of the separation and distribution and the underlying separation and distribution agreements, in management’s opinion, the pro forma adjustments are not expected to materially differ from the final adjustments. The unaudited condensed carve-out combined pro forma financial statements are for illustrative and information purposes only and are not intended to represent, or be indicative of, what Prothena’s operating results or financial position would have been had the Prothena Transactions occurred on the dates indicated.

Employees of Elan hold stock options to purchase Elan ordinary shares or Elan ADSs and RSUs representing a right to receive Elan ordinary shares or Elan ADSs upon settlement. With respect to Elan options and RSUs held by Elan employees that become employees of Prothena effective upon the separation and distribution:

•

other unvested Elan options and RSUs will be forfeited; and

year following the separation and distribution. Similarly, unvested Elan options and RSUs held by certain Elan executives who were employed by Elan in April 2007 and who become employees of Prothena, will become fully vested and exercisable upon the separation and distribution, with the RSUs (which, by their terms are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms, and with Elan options being exercisable for two years following the separation and distribution.

We will not recognize any expense going forward in relation to the existing Elan equity-based awards as our employees are not required to provide service after the separation and distribution in order to receive the awards. The estimated net charge of $1.4 million relating to the changes described above is a non-recurring charge that is directly attributable to Elan as part of the separation and distribution of the Prothena Business, therefore it is not recorded in the Carve-out Combined Financial Statements or the unaudited pro forma financial statements of the Prothena Business.

The following summary historical and unaudited pro forma combined financial data should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Arrangements Between Elan and Prothena,” and historical financial statements and related notes included elsewhere in this information statement.

The unaudited pro forma carve-out combined financial statements should not be an indicator of our financial condition or results of operations as of any future dates or for any future period.

Unaudited Pro Forma Combined Balance Sheet

September 30, 2012


	Actual At September 30, 2012			Pro Forma Adjustments			Pro Forma Consolidated Balance Sheet
Current assets:
Cash and cash equivalents	$	—		$	125.0	(1)	$	125.0
Prepaid and other current assets		0.1			—			0.1

Total current assets	$	0.1		$	125.0		$	125.1

Non-current Assets:
Property, plant and equipment, net		2.5			—			2.5
Intangible assets, net		0.1			—			0.1
Other assets		0.9			(0.9	)(2)		—

Total assets	$	3.6		$	124.1		$	127.7

Current Liabilities:
Accounts payable		—			—			—
Accrued and other current liabilities		4.8			(3.1	)(3)		1.7

Total current liabilities		4.8			(3.1	)		1.7
Other non-current liabilities		1.9			(1.9	)(2)		—

Total liabilities	$	6.7		$	(5.0	)	$	1.7

Share capital		—			0.4	(4)		0.4
Additional paid-in capital		—			125.6	(4)(5)		125.6
Parent company equity		(3.1	)	$	3.1	(5)		—

Parent company and shareholders’ equity	$	(3.1	)	$	129.1		$	126.0

Total liabilities and parent company equity (shareholders’ equity pro forma)	$	3.6		$	124.1		$	127.7

Notes:

(1)

(2)

(3)

(4)

Amounts represent the pro forma capitalization of Prothena, including (i) the assumed issuance of approximately [ — ] million Prothena ordinary shares at $0.01 par value to the to the shareholders of Elan, which is based on the number of outstanding shares of Elan’s ordinary shares as of November 30, 2012 and the distribution ratio; (ii) the redemption by Prothena of all of the incorporator shares; (iii) the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscription by a wholly-owned subsidiary of Elan and (iv) the cash investment by Elan of $99.0 million in the Prothena Subsidiaries.

The pro forma adjustment to additional paid-in capital is equal to the amount of net assets transferred by Elan to Prothena of $1.0 million (taking account of the current liabilities that will not transfer to Prothena); the consideration of $26.0 million for the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscription by a wholly-owned subsidiary of Elan; the cash investment by Elan of $99.0 million in the Prothena Subsidiaries; the reclassification of parent company equity to additional paid-in capital less the nominal value of the shares issued of $0.4 million.

(5)	Amount represents the reclassification of Elan’s parent company equity to additional paid-in capital.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to provide investors with an understanding of the historical performance of Prothena and its financial condition during the fiscal years ended December 31, 2011, 2010 and 2009 and the nine-month periods ending September 30, 2012 and 2011.

The financial statements of Prothena for these periods have been derived from Elan’s historical accounting records and reflect significant allocations of direct costs and expenses. All of the allocations and estimates in these financial statements are based on assumptions that we believe are reasonable. However, the financial statements do not necessarily represent the financial position or results of operations of Prothena had it been operated as a separate independent entity. See “Critical Accounting Policies and Estimates” below as well as Note 2 of “Notes to the Carve-out Combined Financial Statements” included elsewhere in this information statement.

You should read this discussion in conjunction with the historical carve-out combined financial statements of Prothena and the notes to those statements and the unaudited pro forma condensed carve-out combined financial data and the notes to the pro forma condensed carve-out combined financial data of Prothena included elsewhere in this information statement.

The following discussion and analysis contains forward-looking statements. See “Forward-Looking Statements” and “Risk Factors” beginning on page 18 for a discussion of the uncertainties, risks and assumptions associated with these statements.

Management Discussion and Analysis

The following management discussion and analysis is based on, and should be read in conjunction with the Carve-out Combined Financial Statements for the nine month period ended September 30, 2012 and each of the years in the three-year period ended December 31, 2011, included elsewhere in this information statement.

Presentation and Preparation of the Carve-Out Combined Financial Statements

Prothena’s business consists of a substantial portion of Elan Corporation, plc’s former drug discovery business platform, including the following former wholly owned subsidiaries of Elan and related assets and liabilities, which we refer to as the “Prothena Business:”

•

AL and AA forms of amyloidosis, complex diseases caused by tissue deposition of misfolded proteins that result in progressive organ damage;

•

Parkinson’s disease and related synucleinopathies; and

•

Autoimmune disease and metastatic cancers such as melanoma in which melanoma cell adhesion molecule (“MCAM”) mediated cell adhesion may contribute to disease pathology or progression.

•

Onclave Therapeutics Limited (“Onclave”) . Onclave, a wholly-owned subsidiary of Neotope Biosciences, is engaged in the development of our lead program NEOD001, which is being evaluated for the potential treatment of AL amyloidosis. In 2012, Onclave was granted orphan drug designation of NEOD001 by the United States Food and Drug Administration (“FDA”). The FDA may grant orphan drug designation to potential therapeutics intended to treat a rare disease or condition that affects fewer than 200,000 individuals in the United States, which means that, if an applicant is the first to receive FDA approval for a particular active ingredient to treat a particular disease for which it was granted orphan drug designation, the FDA may not approve any other applications to market the same drug for the same orphan indication, except in limited circumstances, for seven years. In September 2012, Onclave filed an Investigational New Drug Application (“IND”) with the FDA for NEOD001 for AL amyloidosis. In October 2012, the FDA accepted the IND for NEOD001, allowing Onclave to proceed with plans to test NEOD001 in a phase 1 clinical trial. Onclave expects to initiate a phase 1 clinical trial of NEOD001 in AL amyloidosis patients in early 2013.

•

All references to “we,” “our,” or “us” in this Management Discussion and Analysis refer to the Prothena Business. Elan Corporation, plc and its consolidated subsidiaries are collectively referred to herein as “Elan”.

For additional information regarding the basis of preparation, refer to Note 2 to the accompanying Carve-out Combined Financial Statements, which are included elsewhere in this information statement.

Overview

Prothena is a biotechnology company focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion. Prothena focuses on the discovery and development of potential therapeutic monoclonal antibodies directed specifically to disease causing proteins. These potential therapies have a broad range of indications including AL and AA forms of amyloidosis, Parkinson’s disease and related synucleinopathies, and novel cell adhesion targets involved in autoimmune disease and metastatic cancers. Prothena’s strategy is to apply our extensive expertise in generating novel therapeutic antibodies and work with collaborators having expertise in specific animal models of disease, to identify antibody candidates for clinical development.

Critical Accounting Policies

The Carve-out Combined Financial Statements of the Prothena Business include certain estimates based on management’s best judgments. Estimates are used in the carve out of the results of operations, financial condition and cash flows of the Prothena Business as well as in determining items such as the allocation of indirect costs associated with central support functions, the carrying amounts of property, plant and equipment and share-based compensation among other items. Because of the uncertainties inherent in such estimates, actual results may differ materially from these estimates.

Carve-out of the results of operations, financial condition and cash flows of the Prothena Business

had been applied throughout. The Carve-out Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), by aggregating financial information from the components of the Prothena Business described in Note 1 of the Carve-out Combined Financial Statements, included elsewhere in this information statement.

The accompanying Carve-out Combined Financial Statements of the Prothena Business only include assets and liabilities that management have determined are specifically identifiable with the Prothena Business and allocations of direct costs and indirect costs attributable to operations of the Prothena Business. Indirect costs relate to certain support functions that are provided on a centralized basis within Elan.

The support functions provided to us by Elan include, but are not limited to:

•

Accounting, information technology, taxation, legal, corporate strategy, investor relations, corporate governance and other professional services;

•

Employee benefit administration, including equity award and pension services; and

•

Cash and treasury management.

Central support costs of the Prothena Business for the fiscal year ended December 31, 2011 amounted to $4.0 million (2010: $2.8 million; 2009: $0.7 million). Central support costs for the nine month period ended September 30, 2012 amounted to $5.8 million (2011: $3.0 million). These costs have been allocated to the Prothena Business for the purposes of preparing the Carve-out Combined Financial Statements based on estimated usage of the resources by us. The estimated usage of the central support resources by the Prothena Business has been determined by estimating our portion of the most appropriate driver of each category of central support costs such as headcount and labor hours, depending on the nature of the costs. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Prothena Business had operated on a standalone basis.

Revenue Recognition

We recognize revenue from contract arrangements to provide research and development (“R&D”) services. Revenue is recognized when earned and non-refundable, and when we have no future obligation with respect to the revenue, in accordance with the terms prescribed in the applicable contract. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. We defer and amortize up-front fees to the income statement over the performance period. The performance period is the period over which we expect to provide services as determined by the contract provisions.

Property, plant and equipment and Impairment

Total property, plant and equipment had a carrying amount at September 30, 2012 of $2.5 million compared to $2.5 million at December 31, 2011 and $2.4 million at December 31, 2010.

Property, plant and equipment are depreciated using the straight line method based on the estimated useful life of each asset and, as with other long-lived assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that property, plant and equipment is tested for possible impairment, we compare undiscounted cash flows expected to be generated by an asset to the carrying amount of the asset. If the carrying amount of the property, plant and equipment is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. We determine fair value using the income approach based on the present value of expected cash flows. Our cash flow assumptions consider forecasted revenue and operating costs and other relevant factors. If we were to use different estimates, particularly with respect to the likelihood of R&D success, then a material impairment charge could arise. We believe that we have used reasonable estimates in assessing the carrying amounts of our property, plant and equipment.

There were no impairment charges relating to our property, plant and equipment during the nine month period ended September 30, 2012 or in 2011, 2010 or 2009.

Share-Based Compensation

Total share-based compensation expense for the year ended December 31, 2011 was $3.6 million (2010: $1.9 million, 2009: $0.1 million). Total share based compensation expense for the nine month period ended September 30, 2012 was $7.0 million (2011: $2.9 million).

Elan has an equity award program which provides for the issuance of share options, restricted stock units (“RSUs”) and other equity awards to its employees, including employees that have directly and indirectly provided services to the Prothena Business. The share-based payment compensation expense recognized in these Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and allocations of indirect expenses that have been deemed attributable to the Prothena Business.

Share-based compensation expense for equity-settled awards is measured and recognized based on estimated grant date fair values. These awards include employee stock options, restricted stock units (RSUs) and stock purchases related to Elan’s employee equity purchase plan (“EEPP”). Share-based compensation cost for RSUs is measured based on the closing fair market value of Elan’s ordinary shares on the date of grant. Share-based compensation cost for stock options and ordinary shares issued under the EEPP is estimated at the grant date based on each option’s fair value as calculated using an option-pricing model. The value of awards expected to vest is recognized as an expense over the requisite service periods.

Estimating the fair value of share-based awards at grant or vest date using an option-pricing model, such as the binomial model, is affected by our share price as well as assumptions regarding a number of complex variables. These variables include, but are not limited to, the expected share price volatility over the term of the awards, risk-free interest rates, and actual and projected employee exercise behaviors. If factors change and/or different assumptions are employed in estimating the fair value of share-based awards in future periods, the compensation expense recorded for future grants may differ significantly from what has been recorded in the Carve-out Combined Financial Statements of the Prothena Business. However, management believes that reasonable assumptions have been used to estimate the fair value of the share-based awards.

Employees of Elan hold stock options to purchase Elan ordinary shares or Elan ADSs and RSUs representing a right to receive Elan ordinary shares or Elan ADSs upon settlement. With respect to Elan options and RSUs held by Elan employees that become employees of Prothena effective upon the separation and distribution:

•

other unvested Elan options and RSUs will be forfeited; and

•

executives who were employed by Elan in April 2007 and who become employees of Prothena, will become fully vested and exercisable upon the separation and distribution, with the RSUs (which, by their terms are settled upon vesting) settled in Elan ordinary shares or Elan ADSs in accordance with their terms, and with Elan options being exercisable for two years following the separation and distribution.

For additional information on share-based compensation, refer to Note 10 to the accompanying Carve-out Combined Financial Statements of the Prothena Business, which are included elsewhere in this information statement.

Off-Balance Sheet Arrangements

At September 30, 2012, at December 31, 2011 and at December 31, 2010, we were not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Results of Operations

Results for the nine month periods ended September 30, 2012 and 2011 and the years ended December 31, 2011, 2010 and 2009


	Nine Months Ended September 30,						Year Ended December 31,
	2012			2011			2011			2010			2009
	(in millions)						(in millions)
Revenue	$	2.1		$	0.4		$	0.5		$	1.2		$	2.5
Operating expenses:
Research and development expenses		24.3			15.9			24.2			9.8			3.0
General and administrative expenses		7.0			4.2			5.6			3.6			0.7

Total operating expenses		31.3			20.1			29.8			13.4			3.7

Operating loss and net loss before income taxes		(29.2	)		(19.7	)		(29.3	)		(12.2	)		(1.2	)
Provision for income taxes		—			0.4			0.5			0.3			0.1

Net loss	$	(29.2	)	$	(20.1	)	$	(29.8	)	$	(12.5	)	$	(1.3	)

Revenue

Revenue is comprised of fees earned from the provision of R&D services. Total revenues, which were $2.1 million in the nine-month period ended September 30, 2012 (2011: $0.4 million) and $0.5 million in the year ended December 31, 2011 (2010: $1.2 million; 2009: $2.5 million), consisted of amounts earned by the Prothena Business for research services provided to Elan in relation to its ELND005 program.

The $1.7 million increase in revenue from $0.4 million in the nine month period ended September 30, 2011 to $2.1 million in the nine month period ended September 30, 2012 was primarily due to the increased investment by Elan in external toxicology studies to support the submission of Investigational New Drug Applications in non-Alzheimer’s disease indications for the ELND005 small molecule.

Revenues decreased by $1.3 million from $2.5 million in 2009 to $1.2 million in 2010 and by $0.7 million from $1.2 million in 2010 to $0.5 million in 2011. These decreases in revenue were primarily due to lower research activity in the ELND005 program as the Phase 2 clinical trials completed.

Operating Expenses

Total operating expenses, which consists of R&D expense and general and administrative (“G&A”) expense was $31.3 million for the nine-month period ended September 30, 2012 (2011: $20.1 million) and $29.8 million for the year ended December 31, 2011 (2010: $13.4 million; 2009: $3.7 million). R&D expenses primarily consisted of expenses for the early discovery efforts on pathology-biology based mis-folding protein targets in chronic degenerative diseases, and research costs incurred by the Prothena Business in providing research services to Elan’s ELND005 program. These expenses primarily comprise employee and related costs, and external research spend. G&A expense primarily consists of professional services expenses, management compensation expenses and certain central support costs that had been allocated to the Prothena Business by Elan based on estimated usage of resources by the Prothena Business. For additional information regarding the allocation of central general and administrative expenses, please refer to Note 2 to the Carve-out Combined Financial Statements of the Prothena Business, included elsewhere in this information statement.

Research and Development Expenses

R&D expenses were $24.3 million for the nine-month period ended September 30, 2012 (2011: $15.9 million). The increase of $8.4 million in 2012 compared to 2011 was primarily due to the increased spend in the NEOD001 for amyloidosis program, as well as higher spend on the Prothena Business’s portfolio of targets including alpha-synuclein for the potential treatment of synucleinopathies, such as Lewy body dementia and Parkinson’s disease, and tau for Alzheimer’s disease and other tauopathies, and higher research costs incurred in relation to Elan’s ELND005 program.

R&D expenses were $24.2 million in 2011, $9.8 million in 2010 and $3.0 million in 2009. The increase of $14.4 million in 2011 compared to 2010 was primarily due to the increased spend in the NEOD001 for amyloidosis program, as well as higher spend on the Prothena Business’s portfolio of targets including alpha-synuclein for the potential treatment of synucleinopathies, such as Lewy body dementia and Parkinson’s disease, and tau for Alzheimer’s disease and other tauopathies. The increase of $6.8 million in 2010 compared to 2009 was primarily due to higher spend on the Prothena Business’s discovery programs as well as increased spend on the NEOD001 for amyloidosis program, partially offset by lower research costs incurred in relation to Elan’s ELND005 program.

Our research activities are aimed at developing new drug products. Our development activities involve the translation of our research into potential new drugs. R&D expenses include personnel, materials, equipment and facilities costs that are allocated to clearly related R&D activities. The following table sets forth the R&D expenses for our major program (specifically, any program where an Investigational New Drug Application has been filed with the FDA), NEOD001, and other R&D expenses for the nine months ended September 30, 2012 and 2011, the years ended December 31, 2011, 2010 and 2009, and the cumulative amounts to date (in millions):


	Nine Months Ended September 30,				Year Ended December 31,						Cumulative
	2012		2011		2011		2010		2009		to date
NEOD001 (1)	$	5.9	$	6.6	$	11.3	$	2.3	$	0.5	$	21.2
Other R&D (2)		18.4		9.3		12.9		7.5		2.5

Total		24.3		15.9		24.2		9.8		3.0

(1)	Cumulative R&D costs to date for NEOD001 include the costs incurred from the date when the program has been separately tracked in preclinical development. Expenditures in early discovery stage are not tracked by program and accordingly have been excluded from this cumulative amount.

(2)	Other R&D is comprised of preclinical development and discovery programs that have not yet resulted in an Investigational New Drug Application filing with the FDA, and research costs incurred by the Prothena Business in providing research services to Elan’s ELND005 program.

We have not disclosed specific estimates of the timelines or total costs to complete the development of our NEOD001 drug candidate. In the pharmaceutical industry, the R&D process is lengthy and involves a high degree of risk and uncertainty. This process is conducted in various stages and, during each stage, there is a substantial risk that potential products in our R&D pipeline will experience difficulties, delays or failures. This makes it very difficult for us to estimate the total costs to complete the development of our NEOD001 drug candidate, or any potential future drug candidates, or to estimate the anticipated completion dates with any degree of accuracy, and raises concerns that attempts to provide estimates of timing may be misleading by implying a greater degree of certainty than actually exists.

As a result of the significant risks and uncertainties in predicting the outcomes and the timelines for our individual projects, we cannot estimate with any certainty when or if material net cash inflows from our NEOD001 drug candidate, or any potential future drug candidates, will occur.

General and Administrative Expenses

G&A expenses were $7.0 million for the period ended September 30, 2012 (2011: $4.2 million). The increase of $2.8 million in the period ended September 30, 2012 compared to the period ended September 30, 2011 reflects the higher G&A support costs resulting from an increase in research activities.

G&A expenses were $5.6 million in 2011, $3.6 million in 2010 and $0.7 million in 2009. The increases of $2.0 million in 2011 compared to 2010 and $2.9 million in 2010 compared to 2009 reflects the higher G&A support costs resulting from the increase in research activities.

Taxation

The current and deferred tax provision calculations have been prepared as if the Prothena Business was a separate taxable group and consistent with the asset and liability method prescribed by “Income Taxes” (“ASC 740”). The current and deferred tax provision and the related tax disclosures are not necessarily representative of the tax provision/(benefit) that may arise for the Prothena Business in the future.

The net tax provision for the nine-month period ended September 30, 2012 was $Nil (2011: $0.4 million) and the net tax provision for 2011 was $0.5 million (2010: $0.3 million; 2009: $0.1 million). The tax provision reflects U.S. Federal and State taxes and the availability of Irish tax losses. No material deferred tax assets (“DTAs”) have been recognized on the balance sheet.

Liquidity and Capital Resources

Overview

Elan uses a centralized approach to manage substantially all of its liquid resources and to finance its operations and, as a result, no separate cash accounts for the Prothena Business were historically maintained, and debt and liquid resources maintained at the Elan group level are not included in the accompanying Carve-out Combined Financial Statements. Liquid resources are defined as the total of cash and cash equivalents, current restricted cash and current investment securities. We have historically financed our operating and capital resource requirements through funding provided by Elan to the Prothena Business.

As part of the separation, Elan intends to make a cash investment of approximately $99.0 million in Prothena, which is expected to be used by Prothena to fund working capital expenses and for other general corporate purposes. A wholly-owned subsidiary of Elan has agreed (conditioned on the consummation of the separation and distribution) to make a cash payment to Prothena of $26.0 million to subscribe for 18% of the

outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription). Immediately following the cash investment and the issuance of 18% of Prothena’s outstanding ordinary shares (as calculated immediately following the consummation of such subscription) to a wholly-owned subsidiary of Elan, we expect that we will have approximately $125.0 million in cash and cash equivalents, which we believe will provide us with sufficient liquidity and capital resources to meet our cash needs through approximately June 30, 2015.

Cash Flows for the Nine Month Period Ended September 30, 2012 and 2011 and the Years Ended December 31, 2011, 2010 and 2009


	Nine Months Ended September 30,						Year Ended December 31,
	2012			2011			2011			2010			2009
	(in millions)						(in millions)
Net cash used in operating activities	$	(26.6	)	$	(14.3	)	$	(19.7	)	$	(9.1	)	$	(0.5	)
Net cash used in investing activities		(0.2	)		(0.3	)		(0.6	)		(2.6	)		—
Net cash provided by financing activities		26.8			14.6			20.3			11.7			0.5
Net increase/(decrease) in cash and cash equivalents		—			—			—			—			—
Cash and cash equivalents at beginning of year		—			—			—			—			—

Cash and cash equivalents at end of year	$	—		$	—		$	—		$	—		$	—

Net cash used in operating activities was $26.6 million for the nine-month period ended September 30, 2012. The primary components of cash used in operating activities for the nine-month period ended September 30, 2012 were net losses (adjusted to exclude non-cash charges) and changes in working capital accounts. Net cash used in investing activities was $0.2 million for the nine-month period ended September 30, 2012 related to the purchases of property, plant and equipment and computer software. Net cash provided by financing activities totaled $26.8 million for the nine-month period ended September 30, 2012, reflecting the funding provided by Elan.

Net cash used in operating activities was $14.3 million for the nine-month period ended September 30, 2011. The primary components of cash used in operating activities for the nine-month period ended September 30, 2011 were net losses (adjusted to exclude non-cash charges) and changes in working capital accounts. Net cash used in investing activities was $0.3 million for the nine-month period ended September 30, 2011 related to the purchases of property, plant and equipment. Net cash provided by financing activities totaled $14.6 million for the nine-month period ended September 30, 2011, reflecting the funding provided by Elan.

Net cash used in operating activities was $19.7 million in 2011. The primary components of cash used in operating activities in 2011 were net losses (adjusted to exclude non-cash charges) and changes in working capital accounts. Net cash used in investing activities was $0.6 million in 2011. The major components of cash used in investing activities in 2011 included the purchase of property, plant and equipment and computer software. Net cash provided by financing activities totaled $20.3 million in 2011, reflecting the funding provided by Elan.

Net cash used in operating activities was $9.1 million in 2010. The primary components of cash used in operating activities in 2010 were net losses (adjusted to exclude non-cash charges) and changes in working capital accounts. Net cash used in investing activities was $2.6 million in 2010. The major components of cash used in investing activities in 2010 were the purchase of property, plant and equipment. Net cash provided by financing activities totaled $11.7 million in 2010, reflecting the funding provided by Elan.

Net cash used in operating activities of $0.5 million in 2009 was comprised of net losses and changes in working capital accounts. The net cash provided by financing activities of $0.5 million was comprised of funding provided by Elan.

Funding Requirements

As noted above, we estimate that immediately following Elan’s cash investment of approximately $99.0 million and the issuance of 18% of Prothena’s ordinary shares to a wholly-owned subsidiary of Elan in exchange for a cash payment of $26.0 million, we will have approximately $125.0 million in cash and cash equivalents, which we estimate will provide us with sufficient liquidity and capital resources to meet our cash needs through approximately June 30, 2015.

We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenses associated with completing the development of our current product candidates. Our future capital requirements will depend on numerous factors, including, the timing of initiation, progress, results and costs of our clinical trials; the results of our research and preclinical studies; the costs of clinical manufacturing and of establishing commercial manufacturing arrangements; the costs of preparing, filing, and prosecuting patent applications and maintaining, enforcing, and defending intellectual property-related claims; the costs and timing of capital asset purchases; our ability to establish research collaborations and strategic collaborations and licensing or other arrangements; the costs to satisfy our obligations under potential future collaborations; and the timing, receipt, and amount of revenues or royalties, if any, from any approved drug candidates. In order to develop and obtain regulatory approval for our potential products we will need to raise substantial additional funds through public or private equity offerings, debt financings, strategic alliances, joint ventures and licensing arrangements. We cannot assume that such additional financing will be available on acceptable terms, if at all, and such financing may only be available on terms dilutive to our shareholders.

Quantitative and Qualitative Disclosures About Financial Risk

Overview

As discussed in Note 2(a) to the Carve-out Combined Financial Statements of the Prothena Business, which are included elsewhere in this information statement, Elan uses a centralized approach to manage substantially all of its liquid resources and to finance its operations and, as a result, no separate cash accounts for the Prothena Business were historically maintained and debt and liquid resources maintained at the Elan group level are not included in the Carve-out Combined Financial Statements of the Prothena Business. Therefore, our financial risk exposures are insignificant.

We are not exposed to any interest rate risk, as historically we had no separate cash accounts or debt.

We do not have any foreign exchange risk as the U.S. dollar is the only currency in which we conduct business.

We have a significant concentration of credit risk as our only customer to date, to whom we provide R&D services, is Elan. However, since Elan has historically funded our operating and capital resource requirements, we do not believe the credit risk is significant.

We are dependent on Boehringer Ingelheim to manufacture our clinical supplies of NEOD001. An inability to obtain product supply could have a material adverse impact on our business, financial condition and results of operations.

Contractual Obligations

The following table sets out (in millions), at December 31, 2011, our main contractual obligations due by period operating leases. These represent the major contractual, future payments that may be made by us. The table does not include items such as future investments in financial assets.


	Total		Less than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Operating lease obligations	$	8.8	$	0.8	$	1.7	$	2.0	$	4.3
Purchase obligations (1)		0.3		0.3		—		—		—

Total contractual obligations	$	9.1	$	1.1	$	1.7	$	2.0	$	4.3

(1)

Includes all open purchase orders as of December 31, 2011 for capital and operating expenditure. Excludes capital expenditure of $0.3 million that had been authorized by the directors of Elan for the Prothena Business and had not been contracted for as of December 31, 2011.

BUSINESS

Overview

Prothena Corporation plc (registered number 518146), or “Prothena,” was incorporated in Ireland as a private limited company, under the name “Neotope Corporation Limited”, on September 26, 2012 and re-registered as a public limited company and changed our name to “Neotope Corporation plc” on October 25, 2012. On November 1, 2012, the shareholders of Prothena resolved, by way of special resolution, to change the name of the company to “Prothena Corporation plc”, and this was approved by the Irish Registrar of Companies on November 7, 2012. We are a biotechnology company focused on the discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion.

We were incorporated to effect a separation of research and development programs from Elan Corporation, plc (“Elan”). Our officers and employees were formerly employees of Elan. In connection with the separation and distribution, Elan will invest cash in us in an amount that, together with the aggregate subscription price for 18% of our outstanding ordinary shares (as calculated immediately following the consummation of such subscription) that a wholly-owned subsidiary of Elan will subscribe for immediately following the separation and distribution, will equal approximately $125.0 million. We expect that such amount will fund our operations through June 30, 2015. Prothena is an early stage biotechnology company with no current products and we expect to incur losses for the foreseeable future.

Our Approach

We focus on the discovery and development of potential therapeutic monoclonal antibodies directed specifically to disease causing proteins. These potential therapies have a broad range of indications including AL and AA forms of amyloidosis, Parkinson’s disease and related synucleinopathies, and novel cell adhesion targets involved in autoimmune disease and metastatic cancers. Our strategy is to apply our extensive expertise in generating novel therapeutic antibodies and work with collaborators having expertise in specific animal models of disease, to identify antibody candidates for clinical development.

An epitope is the molecular target recognized by an antibody. A neo-epitope is a site on a protein that becomes accessible only after modification, such as from cleavage or by misfolding into an abnormal shape. The neo-epitopes we target may occur as part of a disease-associated pathological process. We are developing novel, specific monoclonal antibodies against neo-epitope targets for the potential treatment of patients having a disease associated with the neo-epitope.

Targeting Neo-epitopes of Misfolded Proteins Associated with Disease

LOGO

In addition to antibodies directed to neo-epitope targets, we are developing antibodies directed to other targets. For example, we have generated antibodies against novel cell adhesion targets expressed on certain pathogenic Th17 pathogenic immune cells and tumor cells. One specific cell adhesion protein, called MCAM (“melanoma cell adhesion molecule”), interacts with another protein called laminin near blood vessel walls which allows circulating tumor cells and a critical subset of T cells to leave the bloodstream and enter into tissues, sometimes initiating pathogenic processes that result in disease. Antibodies that interfere with the cell adhesion process may be useful for treating a range of autoimmune diseases and metastatic cancers.

Targeting Cell Adhesion Involved in Disease Processes

LOGO

Research and Development Pipeline

Our research and development pipeline includes three lead therapeutic antibody programs that we will aggressively advance: NEOD001 for the treatment of AL and AA Amyloidosis; synuclein antibodies for the treatment of Parkinson’s disease; and MCAM antibodies for the potential treatment of autoimmune diseases and metastatic cancers.

Our pipeline also includes two discovery stage programs for which we are testing efficacy of antibodies in preclinical models of disease: tau antibodies for potential treatment of Alzheimer’s disease and antibodies for the potential treatment of type 2 diabetes. We are also generating additional novel antibodies against other targets involved in protein misfolding and cell adhesion for characterization in vitro. If promising, these antibodies will advance to discovery stage programs in the future.

Our Lead Programs

NEOD001 for amyloidosis

We are developing NEOD001, a monoclonal antibody targeting AL and AA amyloid for the potential treatment of amyloidosis.

Systemic amyloidoses are a complex group of diseases caused by tissue deposition of misfolded proteins that result in progressive organ damage. The most common type, AL amyloidosis or primary amyloidosis, involves a hematological disorder caused by plasma cells that produce misfolded AL protein resulting in deposits of abnormal AL protein (amyloid), in the tissues and organs of individuals with AL amyloidosis. Although little data are available on amyloidosis populations, AL amyloidosis is a rare disorder with an estimated incidence of 8.9 in 1,000,000 patient years. Only 1,200 to 3,200 new cases of AL amyloidosis are reported each year in the United States. Both the causes and origins of AL amyloidosis remain poorly understood.

Current treatment of patients with AL amyloidosis is aimed at reducing or eliminating the bone marrow disorder, i.e. the plasma cells that are responsible for producing the AL protein, thereby limiting production of amyloid. There are no currently approved treatments for AL amyloidosis that directly target potentially toxic forms of the AL protein.

A different form of systemic amyloidosis, AA amyloidosis or secondary amyloidosis, occurs secondarily as a result of other illness, such as chronic inflammatory diseases (for example, rheumatoid arthritis and ankylosing spondylitis) or chronic infections (for example, tuberculosis or osteomyelitis). In secondary amyloidosis, the depositing amyloid protein is amyloid A protein. Amyloid A protein is a cleaved fragment from the acute phase protein serum amyloid A that is produced in abundance by the liver as a result of chronic inflammation. The treatment of secondary amyloidosis is directed at treating the underlying illness, typically with broad acting anti-inflammatory agents such as TNF inhibitors. It is estimated that there are approximately 8,000 patients in the United States and Europe suffering from AA amyloidosis.

NEOD001 is a monoclonal antibody that specifically targets the amyloid that accumulates in both AL and AA forms of amyloidosis. The antibody was designed to not react with normal serum amyloid and only with the aberrant cleaved form of the protein (amyloid A). This approach has the potential to be a first-in-class agent for this orphan disease with a significant unmet medical need. Together with scientists at the University of Tennessee performing under a Sponsored Research Agreement pursuant to which such scientists perform research at our direction and pursuant to project plans we establish, Prothena scientists have published a number of papers characterizing the mouse version of this antibody. In 2012, NEOD001 was granted orphan drug designation by the FDA. We also plan to seek Orphan Drug Designation for NEOD001 in the European Union in 2013. An Investigational New Drug application for NEOD001 in systemic amyloidosis (AL and AA forms of amyloidosis) was filed and accepted by the FDA in 2012. We plan to initiate a Phase 1 clinical trial for NEOD001 in this indication by early 2013. The primary objectives of the phase 1 trial will be to evaluate safety and tolerability of NEOD001 and determine a recommended dose for testing NEOD001 in phase 2 trials. We anticipate that a phase 2 trial of NEOD001 could be initiated by mid-2014 assuming a phase 2 recommended dose is identified prior to that date.

Synuclein antibodies for Parkinson’s disease

We are developing antibodies targeting synuclein for the potential treatment of Parkinson’s disease and other synucleinopathies. Together with scientists at the University of California, San Diego performing under a Laboratory Services Agreement pursuant to which such scientists perform research at our direction and pursuant to project plans we establish, Prothena scientists have published a number of scientific papers describing effects of these antibodies in preclinical models resembling Parkinson’s disease.

Alpha-synuclein is a protein that is a prominent component of Lewy bodies and neurites which are pathological hallmarks of Parkinson’s disease, dementia with Lewy bodies multiple system atrophy and certain other neurological disorders, collectively known as synucleinopathies. While the normal function of synuclein is not well understood, the protein normally occurs in an unstructured soluble form. In synucleinopathies, the synuclein protein can misfold and aggregate to form insoluble fibrils that contribute to the pathology of the disease.

Parkinson’s disease is a degenerative disorder of the central nervous system. The motor symptoms of Parkinson’s disease result from the death of dopamine-generating cells in the substantia nigra, a region of the midbrain.

Early in the course of the disease, the most obvious symptoms are movement-related and include shaking, rigidity, slowness of movement and difficulty with walking and gait. Later, cognitive and behavioral problems may arise, with dementia commonly occurring in the advanced stages of the disease. Other symptoms include sensory, sleep and emotional problems. Parkinson’s disease is more common in the elderly, with most cases occurring after the age of 50.

Parkinson’s disease is the second most common neurodegenerative disorder after Alzheimer’s disease. In the United States, at least 500,000 people are believed to suffer from Parkinson’s disease, and about 50,000 new cases are reported annually. Current treatments for Parkinson’s disease are effective at managing the early motor symptoms of the disease, mainly through the use of levodopa and dopamine agonists. As the disease progresses and dopaminergic neurons continue to be lost, these drugs eventually become ineffective at treating the symptoms. The goal of our approach is to slow down the progressive neurodegenerative consequences of disease, a current unmet need.

There is genetic evidence for a causal role of synuclein in Parkinson’s disease. In rare cases of familial forms of Parkinson’s disease, there are mutations in the synuclein gene, or duplication and triplications of the gene that may cause synuclein protein to form amyloid-like fibrils that contribute to the disease. There is also increasing evidence that pathogenic forms of synuclein can be propagated and transmitted from neuron to neuron. Recent studies in cellular and animal models suggest that the spread of synuclein-associated neurodegeneration can be disrupted by targeting the pathogenic synuclein.

We have generated proprietary antibodies targeting alpha-synuclein that may slow or reduce the neurodegeneration associated with synuclein misfolding and/or transmission. We have tested the efficacy of these antibodies in various cellular and animal models of synuclein-related disease. We have identified one clinical candidate that has advanced into manufacturing and preclinical safety testing and anticipate that we will file an Investigational New Drug Application and initiate a phase 1 trial of this candidate for Parkinson’s disease in 2014.

MCAM antibodies for autoimmune disease and metastatic cancer

We are developing antibodies targeting MCAM (melanoma cell adhesion molecule) for the potential treatment of autoimmune disease and metastatic cancer.

MCAM is a cell adhesion molecule that allows certain cells travelling in the blood stream to leave the circulation and enter tissues. For example, MCAM is expressed on pathogenic Th-17 expressing immune cells that underlie autoimmune disease and on tumor cells involved in metastatic cancer. MCAM functions like VELCRO™ hook-and-loop fasteners, allowing these cells to stick to the blood vessel wall and migrate into tissues to initiate their pathogenic process.

Our research in the area of cell adhesion has uncovered unique insights into MCAM function, allowing us to develop specific and novel antibodies that block MCAM’s VELCRO-like function as potential therapeutics to prevent disease causing cells from spreading into tissue.

Anti-MCAM antibodies may be useful for treating a variety of autoimmune diseases such as rheumatoid arthritis, psoriasis and multiple sclerosis. Autoimmune diseases arise from an inappropriate immune response of the body against substances and tissues normally present in the body. In other words, the immune system mistakes some part of the body as a pathogen and attacks its own cells. A substantial portion of the population suffers from these diseases, which are often chronic, debilitating, and life-threatening. There are more than eighty illnesses caused by autoimmunity. It has been estimated that autoimmune diseases are among the ten leading causes of death among women in all age groups up to 65 years. Current treatment for many autoimmune diseases typically entails use of broad acting immunosuppressive agents that weaken the body’s ability to fight infection. Only 3-5% of CD4+ T cells in the circulation express MCAM, yet these cells appear to be disproportionately involved in propagation of autoimmune disease. Hence, anti-MCAM based therapy may provide a more specific way to target the disease -causing immune cells while not interfering with normal function of the immune system.

MCAM antibodies may also be useful for treating metastatic cancers, including melanoma. Melanoma is a malignant tumor of melanocytes, a potentially dangerous form of skin cancer. It is estimated that doctors in the

United States will diagnose about 76,250 new cases of melanoma in 2012, with approximately 9,000 melanoma-related deaths that are usually related to metastatic spread of the tumors. Normal melanocytes do not express MCAM, but expression is turned on and continues to increase as the cells become more malignant. Treatment with anti-MCAM antibodies may help patients with melanoma by inhibiting the growth and spread of the tumor.

We have generated monoclonal antibodies that selectively block MCAM-mediated cell adhesion. Our antibodies are currently being tested in animal models of autoimmune disease and metastatic cancer. Based on early results from these studies, we have identified several antibodies as potential clinical candidates and intend to advance the antibody that proves most effective in the studies into manufacturing and preclinical safety testing as our MCAM clinical candidate. We anticipate that we will file an Investigational New Drug Application and initiate a phase 1 trial of our MCAM clinical candidate in 2015.

Our Discovery Programs

Tau antibodies for Alzheimer’s disease

We are developing antibodies targeting tau for the potential treatment of Alzheimer’s disease and other tauopathies.

Tau proteins are proteins that stabilize microtubules. They are abundant in neurons of the central nervous system and are less common elsewhere in the body. When tau proteins are defective, they often misfold and aggregate to form neurofibrillary tangles. Tau sequestered in neurofibrillary tangles no longer has the ability to stabilize microtubules properly and is thought to be linked to the progressive neurodegeneration characteristic of several neurological diseases known as tauopathies. Tauopathies are a class of neurodegenerative diseases associated with the pathological aggregation of tau protein in the human brain. The best-known of these illnesses is Alzheimer’s disease, wherein tau protein is deposited within neurons in the form of neurofibrillary tangles.

Alzheimer’s disease is a degenerative brain disease that slowly destroys memory and thinking skills. It can begin with simple forgetfulness, but may rapidly progress into more advanced symptoms, including confusion, profound memory loss, language disturbances, personality and behavior changes, impaired judgment and dementia. Alzheimer’s disease primarily affects older people, and in most cases, readily apparent symptoms appear after age 60. It is estimated that more than 5 million Americans and more than 35 million people worldwide, at the age of 60 years or older, suffer from some form of dementia. Although some patients may live up to 20 years after being diagnosed with Alzheimer’s disease, the average life expectancy after diagnosis is eight to ten years. No current therapy alters the progressive and eventually fatal neurodegenerative consequences of these conditions.

Recent experimental data from multiple laboratories show that pathogenic forms of tau can be propagated and spread between neurons. It has further been demonstrated that administration of tau antibodies in animal models with tauopathies can potentially interrupt tau propagation and the resulting neurodegenerative effects of this process.

We have generated and tested in vivo a variety of proprietary tau antibodies. We are currently selecting optimal candidates for their ability to block propagation and toxicity associated with misfolded forms in animal models of tauopathies. These studies will help us to identify a potential clinical candidate to advance into manufacturing and preclinical safety testing and we anticipate that, if successful, we will file an IND with a tau clinical candidate in 2015.

Antibodies for Type 2 diabetes

We are developing antibodies to protect against loss of insulin producing beta cells of the pancreas for the potential treatment of type 2 diabetes.

Type 2 diabetes is a metabolic disorder characterized by high blood glucose in the context of insulin resistance and relative insulin deficiency. Type 2 diabetes makes up about 90% of cases of diabetes, and obesity is thought to be the primary cause of type 2 diabetes in people who are genetically predisposed to the disease. Rates of diabetes have increased markedly over the last 50 years in parallel with obesity. Type 2 diabetes is a global health problem affecting more than 300 million people worldwide. Long-term complications from high blood sugar can include heart disease, strokes, diabetic retinopathy where eyesight is affected, kidney failure which may require dialysis, and poor circulation of limbs leading to amputations.

Type 2 diabetes is initially managed by increasing exercise and dietary modification. If blood glucose levels are not adequately lowered by these measures, medications may be needed. In type 2 diabetes, patients become increasingly unable to adequately regulate blood glucose levels and current therapies such as metformin and insulin only target this hyperglycemia. In many cases, the progressive loss of insulin producing beta cells of the pancreas leads to dependence upon injected insulin to manage blood glucose levels. Current therapies do not target the fundamental mechanism by which these beta cells are lost in disease.

We have generated unique antibodies and are currently testing the hypothesis that treatment with these antibodies may reduce the progressive increase in glucose levels in animal models of type 2 diabetes. If successful, these studies will help us identify a potential clinical candidate to advance into manufacturing and preclinical safety testing and we anticipate that, if successful, we will file an IND with a type 2 diabetes clinical candidate in 2015.

Our Strategy

We will advance novel and proprietary therapeutic antibodies discovered by our scientists internally. Our goal is to be a leading biotechnology company focused on discovery and development of novel antibodies for the potential treatment of a broad range of diseases that involve protein misfolding or cell adhesion. Key elements of our strategy to achieve this goal are:

•

Continue to discover potential therapeutic antibodies directed against novel targets involved in protein misfolding and cell adhesion.

We will continue to leverage our core scientific expertise and proprietary technology to develop innovative antibody-based therapeutics for the potential treatment of a range of diseases. Once we formulate a novel hypothesis or approach to a known target, we generate antibodies against that target. Specific and selective antibodies are characterized in vitro, then used to test the initial hypothesis in vivo using animal models of disease. We typically rely on the use of animal models that have been extensively developed by external laboratories, as we have already done with three of our programs: AL amyloidosis, Parkinson’s disease and tau for Alzheimer’s disease. We plan to maintain a broad and diverse pipeline of antibodies with multiple potential indications.

•

Quickly translate our research discoveries into clinical development.

Once we establish in vivo proof of concept for our antibody candidates, we use animal models to identify potential clinical candidates to rapidly advance to manufacturing and preclinical testing. We have contracted with Boehringer Ingelheim for cell line development and antibody drug substance production. In 2012, we filed an Investigational Drug Application with the FDA for NEOD001 in AL amyloidosis and we plan to initiate a phase 1 clinical trial of NEOD001 in amyloidosis patients by the end of 2012.

•

Establish early clinical proof of concept with our therapeutic antibodies.

We will leverage our insight of pathology in diseases involving protein misfolding and cell adhesion to employ biomarker endpoints as a way to detect signals of clinical efficacy early in the clinical development process. We may elect to start clinical testing of our antibodies in smaller indications having more well-established endpoints in order to demonstrate proof of concept as a basis for further investment in clinical trials, potentially in larger indications, by us or potential partners.

•

Strategically collaborate or out-license select programs.

We intend to seek to collaborate or license certain potentially therapeutic antibody products to biotechnology or pharmaceutical companies for later stage clinical development and commercialization. For certain product opportunities, we may choose to proceed with further clinical development independently in order to create long term value. We intend to seek strategic alliances in which we would provide our research and development services for our collaborators as part of our plan to generate revenue.

•

Highly leverage external talent and resources.

We plan to maintain strong talent internally having expertise in our core areas of focus and as needed to execute efficiently on our clinical development and business objectives. We will leverage outsourcing to meet our operational and business needs while maintaining flexibility as those needs may change over time. As previously mentioned, we plan to continue to rely on the very extensive experience of the team to execute on the companies objectives.

•

Collaborate with scientific and clinical experts in disease areas of interest.

We collaborate with highly regarded scientists having expertise in our disease areas of interest to test and characterize our potential therapeutic antibody candidates, as exemplified by the publications cited above. We also collaborate with leading clinical experts in our disease areas of interest for feedback and guidance on our programs. In addition, we engage a number of consultants having specific functional and/or disease area expertise to execute our preclinical and clinical development programs.

Regulation

We anticipate that if we commercialize any products, the U.S. market will be our most important market. For this reason, the factors discussed below, in “Government Regulation,” “Product Approval” and “Orphan Days” place emphasis on requirements in the United States.

Government Regulation

The pharmaceutical industry is subject to significant regulation by international, national, state and local governmental regulatory agencies. Pharmaceutical product registration is primarily concerned with the safety, efficacy and quality of new drugs and devices and, in some countries, their pricing. A product must generally undergo extensive clinical trials before it can be approved for marketing. The process of developing a new pharmaceutical product, from idea to commercialization, can take in excess of 10 years.

Governmental authorities, including the FDA and comparable regulatory authorities in other countries, regulate the design, development, testing, manufacturing and marketing of pharmaceutical products. Non-compliance with applicable requirements can result in fines and other judicially imposed sanctions, including product seizures, import restrictions, injunctive actions and criminal prosecutions of both companies and individuals. In addition, administrative remedies can involve requests to recall violative products; the refusal of the government to enter into supply contracts; or the refusal to approve pending product approval applications for drugs, biological products or medical devices until manufacturing or other alleged deficiencies are brought into compliance. The FDA also has the authority to cause the withdrawal of approval of a marketed product or to impose labeling restrictions.

The pricing of pharmaceutical products is regulated in many countries and the mechanism of price regulation varies. In the United States, while there are limited indirect federal government price controls over private sector purchases of drugs, it is not possible to predict future regulatory action on the pricing of pharmaceutical products.

Product Approval

Preclinical tests assess the potential safety and efficacy of a product candidate in animal models. The results of these studies must be submitted to the FDA as part of an Investigational New Drug Application before human testing may proceed.

The clinical trial process can take three to ten years or more to complete, and there can be no assurance that the data collected will demonstrate that the product is safe or effective or, in the case of a biologic product, pure and potent, or will provide sufficient data to support FDA approval of the product. The FDA may place clinical trials on hold at any point in this process if, among other reasons, it concludes that clinical subjects are being exposed to an unacceptable health risk. Trials may also be terminated by institutional review boards, which must review and approve all research involving human subjects. Side effects or adverse events that are reported during clinical trials can delay, impede or prevent marketing authorization.

The results of the preclinical and clinical testing, along with information regarding the manufacturing of the product and proposed product labeling, are evaluated and, if determined appropriate, submitted to the FDA through a license application such as a New Drug Application (“NDA”) or a Biologics License Application (“BLA”). In certain cases, an Abbreviated New Drug Application (“ANDA”) can be filed in lieu of filing an NDA.

There can be no marketing in the United States of any drug, biologic or device for which a marketing application is required until the application is approved by the FDA. Until an application is actually approved, there can be no assurance that the information requested and submitted will be considered adequate by the FDA. Additionally, any significant change in the approved product or in how it is manufactured, including changes in formulation or the site of manufacture, generally require prior FDA approval. The packaging and labeling of all products developed by us are also subject to FDA approval and ongoing regulation.

Whether or not FDA approval has been obtained, approval of a pharmaceutical product by comparable regulatory authorities in other countries outside the United States must be obtained prior to the marketing of the product in those countries. The approval procedure varies from country to country. It can involve additional testing and the time required can differ from that required for FDA approval. Although there are procedures for unified filings for E.U. countries, in general, most other countries have their own procedures and requirements.

Once a product has been approved, significant legal and regulatory requirements apply in order to market a product. In the United States, these include, among other things, requirements related to adverse event and other reporting, product advertising and promotion, and ongoing adherence to cGMP requirements, as well as the need to submit appropriate new or supplemental applications and obtain FDA approval for certain changes to the approved product, product labeling or manufacturing process.

The FDA also enforces the requirements of the Prescription Drug Marketing Act, which, among other things, imposes various requirements in connection with the distribution of product samples to physicians. Sales, marketing and scientific/educational grant programs must comply with the Medicare-Medicaid Anti-Fraud and Abuse Act, as amended, the False Claims Act, as amended, and similar state laws. Pricing and rebate programs must comply with the Medicaid rebate requirements of the Omnibus Budget Reconciliation Act of 1990, as amended. We are also subject to Section 6002 of the Affordable Care Act (“ACA”), commonly known as the Physician Payment Sunshine Act (“Sunshine Act”) which regulates disclosure of payments to healthcare professionals and providers.

The FCPA and U.K. Bribery Act prohibit companies and their representatives from offering, promising, authorizing or making payments to foreign officials (and certain private individuals under the U.K. Bribery Act) for the purpose of obtaining or retaining business abroad. In many countries, the healthcare professionals we interact with may meet the definition of a foreign government official for purposes of the FCPA. Failure to comply with domestic or foreign laws could result in various adverse consequences, including possible delay in

approval or refusal to approve a product, recalls, seizures, withdrawal of an approved product from the market, the imposition of civil or criminal sanctions and the prosecution of executives overseeing our international operations.

Orphan drugs

Under the Orphan Drug Act, the FDA may grant orphan drug designation to drugs intended to treat a rare disease or condition, which is generally defined as a disease or condition that affects fewer than 200,000 individuals in the United States. Orphan drug designation must be requested before submitting an NDA. After the FDA grants orphan drug designation, the generic identity of the drug and its potential orphan use are disclosed publicly by the FDA. Orphan drug designation does not convey any advantage in, or shorten the duration of, the regulatory review and approval process. The first NDA applicant to receive FDA approval for a particular active ingredient to treat a particular disease with FDA orphan drug designation is entitled to a seven-year exclusive marketing period in the United States for that product, for that indication. During the seven-year exclusivity period, the FDA may not approve any other applications to market the same drug for the same orphan indication, except in limited circumstances, such as a showing of clinical superiority to the product with orphan.

Patents and Intellectual Property Rights

We aggressively strive to protect the proprietary technology that we believe is important to our business, including seeking and maintaining domestic and international patents intended to cover our products and compositions, their methods of use and processes for their manufacture and any other inventions that may be commercially important to the development of our business. We also rely on trade secrets to protect aspects of our business. Our competitive position depends on our ability to obtain patents on our technologies and our potential products, to defend our patents, to protect our trade secrets and to operate without infringing valid and enforceable patents or trade secrets of others. We seek licenses from others as appropriate to enhance or maintain our competitive position.

Following the separation and distribution, we will own or hold licenses to, a number of issued patents and U.S. pending patent applications, as well as foreign patents and pending Patent Corporation Treaty applications and foreign counterparts.

In connection with our program targeting AL and AA amyloid for the potential treatment of amyloidosis, we own US Patent No. 7,928,203, which is a composition of matter patent and expires in 2029 and US Patent No. 8,268,973, which is a composition of matter patent and expires in 2028. We also have ownership rights in US Patent No. 8,124,081, which is a method of treatment patent and expires in 2020. In addition, we jointly own with the University of Tennessee patent applications pending in the United States Australia, Brazil, China, Colombia, Eurasia, Europe, Hong Kong, Indonesia, Israel, India, Japan, South Korea, Mexico, Norway, New Zealand, Philippines, Singapore and South Africa, and have exclusively licensed the University of Tennessee’s joint ownership interest in these patent applications. Under our exclusive, sublicensable, worldwide license agreement with the University of Tennessee entered into on December 8, 2008, we paid to the University of Tennessee an annual maintenance fee of $10,000 on each of the first two anniversaries of execution of the license agreement, and have paid, and are required to continue to pay, $25,000 on each anniversary thereafter. In addition, we have paid a license issue fee of $10,000, and we are required to pay to the University of Tennessee an amount equal to 1% of net sales of any product covered by any applicable patent and certain additional royalties in the event that all or a portion of the license is sublicensed. To date, we have not paid or incurred any royalties to the University of Tennessee under our license agreement. The license agreement will continue in effect on a country-by-country basis for the longer of (i) a period of twenty years from the date of execution of the license agreement, or (ii) in each country in which a valid claim for any licensed patent or patent application exists, expiration of such valid claim. The University of Tennessee may terminate the agreement prior to the end of its term if we are adjudicated by a court of competent jurisdiction to be insolvent, if we are dissolved or are declared bankrupt, upon our failure to make payment under the agreement within 120 days of notice of such

failure or upon our material breach of the agreement, which breach has not been cured within sixty days of written notice of such breach. We may terminate the agreement prior to the end of its term upon three months written notice to the University of Tennessee or upon material breach of the agreement by the University of Tennessee, which breach has not been cured within sixty days of written notice of such breach. We also hold exclusive, royalty-free sublicenses from affiliates of Elan under US and foreign patent rights owned by Janssen Alzheimer Immunotherapy relating to immunotherapeutic approaches targeting misfolding proteins other than amyloid beta peptide.

In connection with our program targeting synuclein for the potential treatment of Parkinson’s disease and other synucleinopathies, immediately prior to the distribution, we will own or hold an exclusive, royalty-free license from affiliates of Elan to US Patent No. 7,910,333, which is a composition of matter patent and expires in 2024, and we will own or hold non-exclusive royalty-free licenses from affiliates of Elan under patent rights relating to research tools such as animal models and assay technology in support of our programs relating to synucleinopathies and Alzheimer’s disease. In addition, we jointly own with the University of California San Diego US Patent Nos. 7,919,088, 8,092,801 and 8,147,833, which are method of treatment patents and expire in 2025, 2029 and 2027, respectively.

We also own patent applications relating to AL and AA, synuclein, MCAM and various discovery programs that are pending in the United States and other countries, which, if issued, would have expiration dates in the range of 2020 through 2032, excluding any available patent term adjustment.

For a detailed description of license arrangements between us and Elan and its affiliates see “Arrangements Between Elan and Prothena — Pre-Demerger Restructuring Transactions.”

Competition

The pharmaceutical industry is highly competitive. Our principal competitors consist of major international companies, all of which are larger and have greater financial resources, technical staff, manufacturing, R&D and marketing capabilities than we have. We also compete with smaller research companies and generic drug and biosimilar manufacturers. The degree of competition varies for each of Prothena’s programs.

A drug may be subject to competition from alternative therapies during the period of patent protection or regulatory exclusivity and, thereafter, it may be subject to further competition from generic products or biosimilars. Governmental and other pressures toward the dispensing of generic products or biosimilars may rapidly and significantly reduce, slow or reverse the growth in, sales and profitability of any product not protected by patents or regulatory exclusivity, and may adversely affect our future results and financial condition. If we ever successfully discover, develop and commercialize any products, the launch of competitive products, including generic or biosimilar versions of any such products, may have a material adverse effect on our revenues and results of operations.

Our competitive position depends, in part, upon our ability to discover and develop innovative, cost-effective new products. If we fail to discover and develop new products, our business, financial condition and results of operations will be materially and adversely affected.

Product Supply

While supplies of raw materials and clinical supplies of our main product candidate are generally available in quantities adequate to meet the needs of our business; we are dependent on Boehringer Ingelheim to manufacture our clinical supplies of NEOD001. An inability to obtain product supply could have a material adverse impact on our business, financial condition and results of operations.

Research and Development Services

Following the distribution, we intend to pursue opportunities to perform research and development services for unrelated parties with whom we are otherwise collaborating, using compensation arrangements that are consistent with industry arrangements between unrelated parties. These services will be substantially similar to

research services performed by Prothena for Elan prior to the separation and distribution, and we project to earn at least approximately $100,000 of annual revenues for the performance of these services. We also may earn income through licensing agreements and other types of transactions.

Employees

Following the Prothena Transactions, we estimate that we will have approximately 45 employees, of whom approximately 24 will be engaged in R&D activities and the remainder will work in general and administrative areas.

Legal Proceedings

We are not currently a party to any material legal proceedings.

Facilities

We occupy approximately 27,550 square feet of leased office and laboratory space located at 650 Gateway Boulevard in South San Francisco, California (Telephone: 650-837-8550). The term of our lease extends into 2020. We believe that our facility is sufficient to meet our current needs and that suitable additional space will be available as and when needed.

CORPORATE GOVERNANCE AND MANAGEMENT

Our Directors and Executive Officers

Set forth below is certain information concerning the board of directors and the executive officers of the Company upon completion of the separation and distribution. We are currently in the process of identifying the other persons who will serve as our directors or executive officers after the separation and distribution, and we will provide details regarding these individuals in an amendment to this information statement.


Name	Age		Position
Lars Ekman		62	Chairman of the Board
Dale Schenk		55	Director, President and Chief Executive Officer
Ted Yednock		55	Chief Scientific Officer
Gene Kinney		44	Head of Research and Development
John Randall Fawcett		39	Controller

Dr. Lars Ekman will serve as Chairman of the Board of Prothena. He was previously appointed a director of Elan in May 2005. He transitioned from his role as Elan’s president of R&D in 2007 to serve solely as a non-executive director. He joined Elan as executive vice president and president, global R&D, in 2001. Prior to joining Elan, Dr. Ekman was executive vice president, R&D, at Schwarz Pharma AG since 1997. From 1984 to 1997, Dr. Ekman was employed in a variety of senior scientific and clinical functions at Pharmacia (now Pfizer). Dr. Ekman is a board certified surgeon with a PhD in experimental biology and has held several clinical and academic positions in both the United States and Europe. He obtained his PhD and MD from the University of Gothenburg, Sweden. He serves as an executive partner to Sofinnova Ventures and as an advisor to Warburg Pincus. He is a director of Amarin Corporation, plc., Cebix Incorporated, InterMune, Inc., Ocera Inc and chairman of the board of Protox Therapeutics Inc.

Dr. Dale Schenk will serve as a Director and the President and Chief Executive Officer of Prothena. He was previously appointed the Head of Neotope Biosciences in March 2009, in addition to his role as Chief Scientific Officer and Executive Vice President at Elan Pharmaceuticals, Inc., to which he was promoted in August 2007 from his role as Chief Scientific Officer and Senior Vice President at Elan Pharmaceuticals, Inc. to which he was appointed in November 2004. In his roles at Elan Pharmaceuticals, Inc. he provided the leadership and scientific direction for Elan’s research and development programs. Prior to joining Elan, Dr. Schenk was a founding scientist of Athena Neurosciences which was acquired by Elan Pharmaceuticals. Dr. Schenk has pioneered the immunotherapeutic approach for the treatment of amyloidosis, as exemplified for Alzheimer’s disease. Dr. Schenk’s work in this area — as well as in early detection, testing and other pathways to the disease — has led to the most advanced potential treatment approaches for Alzheimer’s disease. Dr. Schenk earned his BA and PhD in Pharmacology and Physiology from the University of California, San Diego.

Dr. Ted Yednock will serve as Chief Scientific Officer of Prothena. He was previously the Head of Global Research for Elan Pharmaceuticals, Inc., originally appointed in 2005 at the Senior Vice President level and then promoted to Executive Vice President in 2007. Prior to Elan, Dr. Yednock was with Athena Neurosciences, where he initiated research on cell adhesion and multiple sclerosis leading to the development of Tysabri ^® , a marketed monoclonal antibody with 2011 sales exceeding $1.5 billion. Dr. Yednock has also contributed to the invention or progression of more than a dozen drugs in the areas of rheumatoid arthritis, Crohn’s disease, pain and Alzheimer’s disease. Dr. Yednock earned his BS in Biology and Chemistry from the University of Illinois and his PhD in Anatomy and Cell Biology from UCSF.

Dr. Gene Kinney will serve as Head of Research and Development of Prothena. He was previously the Senior Vice President of Pharmacological Sciences for Elan Pharmaceuticals, Inc. from April 2011, and Vice President, Pharmacology for Elan Pharmaceuticals, Inc. from June 2009 to April 2011. Gene also served as Head of Nonclinical Research for Janssen Alzheimer Immunotherapy R&D from September 2009 to October 2012.

Prior to joining Elan, Dr. Kinney was Senior Director, Head of Central Pharmacology and acting lead for Bioanalytics & Pathology at the Merck Research Laboratories. During his tenure at Merck, Dr. Kinney contributed to the strategic direction and oversight of drug discovery activities and led a number of nonclinical discovery and clinical development programs targeted for the treatment of neurodegenerative (e.g., Alzheimer’s and Parkinson’s disease) and psychiatric conditions (e.g., schizophrenia and depression). Dr. Kinney has also held positions at Bristol-Myers Squibb and was an Assistant Professor at the Emory University School of Medicine, Department of Psychiatry and Behavioral Sciences. Dr. Kinney earned his BA from Bloomsburg University and his MA and PhD from Florida Atlantic University.

Mr. John Randall Fawcett will serve as Controller of Prothena. He was previously the Senior Director, Financial Planning and Analysis (FP&A) for Elan Pharmaceuticals from March 2012, and Director, FP&A for Elan Pharmaceuticals, Inc. from July 2009 to March 2012. For the past eight years he has held finance roles of increasing responsibility in the Biotechnology and Pharmaceutical industries. Before joining Elan Pharmaceuticals, Inc., Mr. Fawcett worked at C.V. Therapeutics (now Gilead Sciences) for five years in various financial roles. Prior to earning his MBA, Mr. Fawcett spent seven years in the lab studying Alzheimer’s Disease. He is co-inventor on multiple patents related to this work. Mr. Fawcett earned his BA in Biology from Princeton University and MBA from the University of California, Davis. Mr. Fawcett is also an officer in the United States Army Reserve. He currently holds the rank of Major and has held command and staff positions of increasing responsibility through his 17 year career, including a successful deployment to Iraq.

Structure of the Board of Directors

At the time of the distribution, we expect that our board of directors will consist of 3 directors. We expect that upon consummation of the separation and distribution, our board of directors will adopt, as part of our corporate governance guidelines, categorical independence standards for our directors based on Nasdaq listing standards and the SEC rules and regulations. The guidelines will contain the categorical standards our board uses to make its determination as to the materiality of the relationships of each of our directors. We expect that our board will have at least a majority of independent directors as defined in the Nasdaq listing rules and the SEC rules and regulations.

Executive Sessions of Independent Board Members

We expect that the independent members of the board of directors will meet regularly without the presence of management. If there are any non-management directors who are not independent, the independent members will meet at least twice a year. These sessions will normally be held following or in conjunction with regular board meetings. We expect to name a director to act as the presiding director during executive sessions.

Committees of the Board of Directors

We expect that our board of directors will have the following three committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Our committees will operate under written charters, which together with other corporate governance documents, as described below under “Corporate Governance Documents” will be available under the Corporate Governance section of our website.

As permitted by the applicable Nasdaq listing rules and SEC rules and regulations, we intend to phase in our compliance with the independent audit committee, compensation committee and nominating and governance committee requirements set forth in Nasdaq Marketplace Rules 5605(c)(2), 5605(d)(1) and (2) and 5605(e)(1), respectively, in accordance with the Nasdaq listing rules and SEC rules and regulations that permit (1) one independent member of the applicable committee at the time of listing; (2) a majority of independent members of the applicable committee within 90 days of listing; and (3) all independent members of the applicable committee within one year of listing.

Audit Committee

We expect that the Audit Committee will help the board in its general oversight of the Company’s accounting and financial reporting practices, internal controls and audit functions, and will be directly responsible for the appointment, compensation and oversight of the work of our independent auditors.

We expect that the core responsibilities of the Audit Committee will include reviewing and reporting to the board on:

•

Matters relating to the periodic financial reporting prepared by the Company;

•

Determining and approving the engagement and remuneration of the independent auditors;

•

The independent auditors’ qualifications, performance and independence;

•

The performance of the internal auditor and the corporate compliance functions;

•

Compliance with legal and regulatory requirements;

•

The Company’s overall framework for internal control over financial reporting and other internal controls and processes; and

•

The Company’s overall framework for risk management.

We expect that the Audit Committee will oversee the maintenance and review of the Company’s securities trading policy, Related Party Transaction Policy and code of conduct. The Audit Committee will establish procedures for the receipt and handling of complaints concerning accounting or audit matters.

We expect that the Audit Committee will appoint and agree on the compensation for the independent external auditors subject, in each case, to the approval of the Company’s shareholders at general meeting. It will monitor the rotation of partners of the independent auditors on our audit engagement team as required by applicable laws and rules. It will maintain policies and procedures for the pre-approval of all audit services and permitted non-audit services undertaken by the independent external auditor. The principal purpose of these policies and procedures will be to ensure that the independence of the independent external auditor is not impaired. The policies and procedures will cover three categories of work: audit services, audit-related services and non-audit services. We expect that the pre-approval procedures will permit certain audit, audit-related and non-audit services to be performed by the independent external auditor during the year subject to fee limits agreed with the Audit Committee in advance. The authority to approve, between Audit Committee meetings, work in excess of the pre-agreed fee limits will be delegated to members of the Audit Committee if required. Regular reports to the full Audit Committee will also be provided for and, in practice, will be a standing agenda item at Audit Committee meetings.

Compensation Committee

We expect that the Compensation Committee will review the Company’s compensation philosophy and policies with respect to executive and director compensation, fringe benefits and other compensation matters. The Compensation Committee will determine, among other things, the compensation, terms and conditions of employment of the chief executive officer (the “CEO”) and other executive directors, and it will evaluate our CEO’s performance in light of relevant individual and corporate goals and objectives. In addition, the Compensation Committee will review and approve the individual and corporate goals and objectives of our other executive officers, as appropriate, that are periodically established and determine and approve the compensation and other terms of employment of these executive officers. The Compensation Committee will also exercise all the powers of the board of directors to issue ordinary shares of Prothena on the exercise of share options and vesting of restricted stock units (“RSUs”) and to generally administer our equity award plans.

Nominating and Corporate Governance Committee

We expect that the Nominating and Corporate Governance Committee will oversee all aspects of our corporate governance functions on behalf of our board of directors. The Nominating and Corporate Governance Committee will review, on an ongoing basis, the membership of the board of directors and of the board committees and the performance of the directors. It will identify, review and evaluate new appointments to fill any vacancy that is anticipated or arises on the board of directors. The Nominating and Corporate Governance

100

Committee will review and make recommendations to the board of directors regarding corporate governance issues, including changes in the functions of the various committees of the board, succession plans for executive officers, director nominations and proposals by our shareholders and the policies, requirements, criteria and procedures in furtherance of the foregoing. The guidelines and the charter of the committee will set out the manner in which the performance evaluation of the board, its committees and the directors is to be performed and by whom. We expect that during each year, the Nominating and Corporate Governance Committee will review the membership of the board’s committees and recommended changes as appropriate.

Nomination Process for Election of Directors

We expect that the Nominating and Corporate Governance Committee will review, on an ongoing basis, the membership of the board of directors and of the board committees and the performance of the directors. We expect that it will recommend new appointments to fill any vacancy that is anticipated or arises on the board of directors. All candidates will need to meet the requirements that we will specify in our corporate governance guidelines. Candidates who will meet those requirements and otherwise qualify for membership on our board of directors are identified, and the committee will initiate contact with preferred candidates. We expect that the committee will regularly report to the board of directors on the progress of the committee’s efforts. The committee will meet to consider and approve final candidates who will then be presented to the board of directors for consideration and approval. Our chairman or the chairman of the Nominating and Corporate Governance Committee would extend an invitation to join the board of directors.

Although we have not adopted a formal policy on diversity, we expect that our board of directors will consider the diversity, age, skills, and experience of the candidates in the context of the overall needs of the board of directors and evaluate diversity in a broad sense, recognizing the benefits of racial and gender diversity, but also considering the breadth of backgrounds, professional skills, and business experiences that directors and candidates may bring to our board of directors.

The Nominating and Corporate Governance Committee is expected to rely primarily on recommendations from management and members of the board of directors to identify director nominee candidates. However, we expect that the committee will consider timely written suggestions from shareholders. Such suggestions and the nominee’s consent to being nominated, together with appropriate biographical information (including principal occupation for the previous five years, business and residential addresses, and educational background) and other relevant information outlined in our Memorandum and Articles of Association, will be required to be submitted in writing to our corporate secretary in compliance with our Memorandum and Articles of Association.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee will be composed of independent directors. We anticipate that no member of the Compensation Committee will be a former or current officer or employee of us or any of our subsidiaries. In addition, we anticipate that none of our executive officers will serve (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers serves on the Compensation Committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers serves on our board of directors.

Role of the Board of Directors in Risk Oversight

The board of directors will be responsible for the oversight of risk, while management will be responsible for the day-to-day management of risk. The board of directors, directly and through its committees, will carry out its oversight role by regularly reviewing and discussing with management the risks inherent in the operation of our business and applicable risk mitigation efforts. Management will meet regularly to discuss our business strategies, challenges, risks and opportunities and will review those items with the board of directors at regularly scheduled meetings.

101

We do not believe that our expected compensation policies and practices will encourage excessive and unnecessary risk-taking. The anticipated design of our compensation policies and practices will encourage employees to remain focused on both short- and long-term financial and operational goals. For example, we expect that our cash bonus plans will measure performance on an annual basis but will be based on a wide variety of factors and will be subject to the Compensation Committee’s judgment and discretion. In addition, we expect that our equity awards will typically vest over a number of years, which we believe encourages employees to focus on sustained share price appreciation over an extended period of time instead of on short-term financial results.

Communication with the Board of Directors

Our board of directors will adopt policies designed to allow shareholders and other interested parties to communicate directly with an individual director or with the independent or non-management directors as a group. Any interested party may write to the individual director or group by sending such communication to our corporate secretary. Our corporate secretary will forward shareholder communications to our chairman and any other director to whom the communications are directed. In order to facilitate an efficient and reliable means for directors to receive all legitimate communications directed to them regarding our governance or operations, our corporate secretary will use his or her discretion to refrain from forwarding the following: sales literature; defamatory material regarding us and/or our directors; incoherent or inflammatory correspondence, particularly when such correspondence is repetitive and was addressed previously in some manner; and other correspondence unrelated to the board of directors’ corporate governance and oversight responsibilities.

Corporate Governance Documents

Overview

We expect to adopt various documents setting forth principles of corporate governance, standards of business conduct, and principles of ethics supporting our goal of creating long-term shareholder value and conducting our business with integrity. We expect that all of our corporate governance materials, including our corporate governance guidelines, our code of conduct and board committee charters, will be published under the Corporate Governance section of our website. These materials are expected to be available also in print to any shareholder without charge upon request to our corporate secretary. We expect that our board of directors will regularly review these materials, Irish law, the rules and listing standards of Nasdaq and SEC rules and regulations, as well as best practices suggested by recognized governance authorities, and modify the materials as warranted.

Corporate Governance Guidelines

We expect to adopt corporate governance guidelines that will set forth our practices and policies with respect to the composition of board of directors and selection of directors, meetings, executive sessions, and committees of our board of directors, the expectations we have of our directors, selection of the Chief Executive Officer, management succession, and board of directors’ self-evaluation.

Code of Conduct

We expect to adopt written standards of business conduct, applicable to all corporate officers and employees, setting forth our expectations for the conduct of business by corporate officers and employees. We also expect that our directors will adopt, and will be required to abide by, our code of conduct. We intend to post these documents and any waivers from these documents relating to any of our corporate officers or directors on our website.

Related Party Trasanctions

We expect to adopt a Related Party Transaction Policy, as described in “Certain Relationships and Related Party Transactions.”

102

EXECUTIVE COMPENSATION

Historical Compensation

The following summary compensation table shows, for the fiscal years ended December 31, 2011 and December 31, 2010, information regarding the compensation awarded to, earned by or paid to our three named executive officers.

Summary Compensation Table


Name and principal position	Year		Salary ($)*		Bonus ($)		Stock awards ($)(1)		Option awards ($)(1)		Non-equity incentive plan compensation ($)(2)		Nonqualified deferred compensation earnings ($)(3)		All other compensation ($)(4)		Total ($)
Dale Schenk, PhD (5)		2011	$	449,423		—	$	274,999	$	825,000	$	500,000		—	$	15,838	$	2,065,260
President and Chief Executive Officer		2010	$	374,769			$	299,999	$	299,998	$	320,000			$	16,252	$	1,311,018
Ted Yednock, PhD (5)		2011	$	436,635		—	$	549,998	$	549,999	$	500,000		—	$	15,803	$	2,052,435
Chief Scientific Officer		2010	$	335,231			$	237,500	$	237,501	$	320,000			$	18,031	$	1,148,263
Gene Kinney, PhD (5)		2011	$	175,961		—	$	300,002	$	476,326	$	200,000		—	$	18,308	$	1,170,597
Head of Research & Development		2010	$	162,604			$	250,000		—	$	75,000			$	11,223	$	498,827

(1)	The amounts in these columns represent the full grant date value of each restricted stock unit or option award calculated in accordance with the accounting guidance for stock compensation. The value of option awards has been determined using the binomial option pricing model.

(2)	Represents annual incentive earned in the year specified, and paid out in the following year.

(3)	There were no above-market or preferential earnings on deferred compensation.

(4)

This amount includes employer 401(k) contributions and cost of life insurance. Employer 401(k) contributions were $10,780 in 2011 and $11,025 in 2010 for each of Messrs. Schenk and Yednock, respectively, and$10,522 in 2011 and $6,868 in 2010 for Mr. Kinney. The aggregate cost of group term, group variable, universal, and dependent life insurance did not exceed $10,000 in either year for any executive.

(5)

In 2010 and 2011, Messrs. Schenk, Yednock, and Kinney were dual employees of Elan and Janssen Alzheimer Immunotherapy Research & Development, LLC. For Messrs. Schenk and Yednock, their service to Elan represented 95% of their full-time employment, while Mr. Kinney’s service to Elan represented 60% of his full-time employment. The amounts above reflect compensation provided by Elan only.

103

The following table shows certain information regarding outstanding equity awards held by the three named executive officers as of December 31, 2011.

Outstanding Equity Awards at Fiscal Year-End


			Option Awards									Stock Awards
Name (a)	Grant Date (b)		Number of securities underlying unexercised options (#) exercisable (1) (c)		Number of securities underlying unexercised options (#) unexercisable (1) (d)			Option Exercise Price ($)(1) (e)		Option expiration date ($) (f)		Number of shares or units of stock that have not vested (#) (g)			Market value of shares or units of stock that have not vested ($)(2) (h)
Dale Schenk, PhD		3/10/04		25,000		0		$	16.27		3/9/2014
		2/1/06		17,956		0		$	15.90		1/31/2016
		2/21/07		92,125		0		$	13.95		2/20/2017
		2/14/08		29,301		9,767	(3)	$	25.01		2/13/2018		5,498	(6)	$	75,543
		2/11/09		101,654		0	(4)	$	7.75		2/10/2019
		2/11/10		25,669		51,336	(5)	$	7.05		2/10/2020		28,368	(7)	$	389,776
		2/9/11		0		277,121	(5)	$	6.80		2/8/2021		40,441	(7)	$	555,659
Ted Yednock, PhD		3/10/04		50,000		0		$	16.27		3/9/2014
		2/21/05		10,500		0		$	27.65		2/20/2015
		3/10/05		20,000		0		$	7.47		3/9/2015
		12/7/05		15,000		0		$	12.03		12/6/2015
		2/1/06		97,846		0		$	15.90		1/31/2016
		2/21/07		138,187		0		$	13.95		2/20/2017
		2/14/08		37,292		12,431	(3)	$	25.01		2/13/2018		6,998	(6)	$	96,153
		2/11/09		101,654		0	(4)	$	7.75		2/10/2019
		2/11/10		20,321		40,642	(5)	$	7.05		2/10/2020		22,458	(7)	$	308,573
		2/9/11		0		184,747	(5)	$	6.80		2/8/2021		80,882	(7)	$	1,111,319
Gene Kinney, PhD		7/1/09		12,500		12,500	(3)	$	7.00		6/30/2019
		2/11/10											23,640	(7)	$	324,814
		2/9/11											44,118	(7)	$	606,181
		9/14/11		0		160,000	(5)	$	9.78		9/13/2021

(1)	The amounts in these columns reflect the number of outstanding options and restricted stock units as of December 31, 2011.

(2)	The amounts in this column represent the closing market price of our ordinary shares as of December 30, 2011 ($13.74) multiplied by the number of restricted stock units awarded.

(3)	These options have a ten-year term and vest in equal annual installments over four years on the anniversary of the grant date.

(4)	These options have a ten-year term and vest in one installment 30 months after the grant date.

(5)	These options have a ten-year term and vest in equal annual installments over three years on the anniversary of the grant date.

(6)	These restricted stock unit awards vest in equal annual installments over four years on the anniversary of the grant date.

(7)	These restricted stock unit awards vest in equal annual installments over three years on the anniversary of the grant date.

Elan Pharmaceuticals 401(k) Savings Plan . Historically, the Prothena named executive officers were eligible to participate in the Elan Pharmaceuticals 401(k) Savings (the “401(k) Plan”), a tax-qualified retirement plan under Code Sections 401(a) and 401(k). The 401(k) Plan has a safe harbor design under which Elan makes a non-elective quarterly contribution equal to a percentage of the employee’s eligible contribution if the eligible

104

employee was employed at any time during the calendar quarter. Further, Elan may make a discretionary matching contribution to employees who contribute to the 401(k) Plan and are employed on the last day of the plan year. Employees may request a loan and/or hardship distribution from the 401(k) Plan.

Elan Pharmaceuticals, Inc. Deferred Compensation Plan . Historically, the Prothena named executive officers were eligible to participate in the Elan Pharmaceuticals Deferred Compensation Plan (the “DCP”), an account balance tax deferral plan. The DCP permits eligible executives with an annual base salary and target bonus in excess of the Code Section 401(a)(17) limit to defer up to 85% of their annual base salary or 100% of their bonus compensation into a retirement and/or in-service account. Participants’ account will be credited or debited for earnings or losses based on the earnings or losses on the investment funds selected by the participant. A participant’s account is fully vested at all times. Withdrawals under the plan are available on payment dates elected by participants at the time of their deferral election. A participant may, however, change the payment form of their in-service account subject to Code Section 409A restrictions. A participant’s deferral is irrevocable except in cases of demonstrated hardship due to an unforeseeable emergency as provided in the DCP. Elan Pharmaceuticals, Inc. makes contributions to a rabbi trust to assist it in satisfying its liabilities under the DCP.

Severance Benefits . Athena Neurosciences, Inc. maintains the Elan U.S. Severance Plan (the “Elan Severance Plan”) for the benefit of employees of certain of its affiliates, including Elan Pharmaceuticals, Inc. Historically, the Prothena named executive officers have been eligible to participate in the Elan Severance Plan, which provides severance benefits upon certain involuntary terminations prior to a change in control of Elan and enhanced severance benefits upon an involuntary termination upon, or within two years following, a change in control of Elan. The severance benefits payable to an executive officer on account of an involuntary termination prior to a change in control include (i) a lump sum amount equal to (a) 78 weeks of the executive’s base salary, plus (b) the executive’s target bonus for the current year, (ii) subsidized health care continuation for 18 months following the termination date and (iii) outplacement assistance for 12 months following the termination date. To the extent that the involuntary termination occurs upon, or within two years following, a change of control of Elan, an executive would be eligible to receive the same benefits as if the involuntary termination occurred prior to the change in control, but the lump sum severance payment would be equal to two and five tenths times the sum of (x) 52 weeks of the executive’s base salary, plus (y) the executives’ target bonus for the current year. In addition, upon an involuntary termination following a change in control, the vesting of all outstanding equity awards will accelerate. The Prothena named executive officers will not receive severance benefits in connection with the transactions.

Long Term Incentive Plan . The Prothena named executive officers hold stock options to purchase Elan ADSs and RSUs representing the right to receive Elan ADSs upon settlement, subject to the terms of the Elan equity incentive plans. The Elan equity incentive plans are omnibus plans that provide for the award of stock options, stock appreciation rights, RSUs, performance units, dividend equivalents and other share-based awards to certain services providers of Elan, including employees, consultants and non-employee directors. The Elan equity incentive plans do not specify vesting or exercisability schedules. Rather, any applicable vesting or exercisability schedule is set forth in the individual award agreement approved by the LDCC.

Annual Cash Incentive . Elan maintains an annual incentive plan. At the beginning of each year, the LDCC sets a maximum pool, target and maximum awards and objective corporate goals while Elan’s Chief Executive Officer sets objective department goals and department managers set individual performance goals. After the end of the year, the LDCC reviews the results and establishes the actual overall bonus pool, not in excess of the maximum. Individuals receive varying awards based on their individual performance and target awards (and LDCC discretion).

Prothena 2013 Compensation

Following the separation and distribution, compensation for Prothena executives will consist of the following:

•

Base salary;

•

Annual incentive opportunity; and

•

Long-term incentives in the form of stock options under the Prothena long-term incentive plan.

105

Continuing with Elan’s historical practice of setting compensation for Elan’s executive officers to be competitive against its market, in setting compensation for the Prothena executive officers, the Compensation Committee will consider market median levels for all compensation elements in order to more closely align with typical practices among publicly traded biotechnology companies of a similar size, balanced with a consideration of executives’ responsibilities and individual experience. For base salary, this likely will result in reductions to Messrs. Schenk’s and Yednock’s current Elan base salaries. Mr. Kinney’s base salary will likely reflect his expanded role and scope of responsibilities. Similarly, stock option awards to the executive officers will be determined in consideration of both the total equity pool reserved for initial and future equity awards to employees, as well as the percentage of total shares outstanding that is typically awarded to executive officers upon the initial public offering of publicly traded biotechnology companies of a similar size.

Severance Benefits . Prothena US is expected to adopt the Prothena Biosciences Inc Severance Plan (the “Prothena Severance Plan”). The following description of the Prothena Severance Plan is intended only as a summary and is qualified in its entirety by reference to the Prothena Severance Plan, which has been filed as an exhibit to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on [ — ], 2012. The Prothena Severance Plan will provide the Prothena named executive officers with severance pay and benefits substantially equivalent in the aggregate to what they would have received under the Elan Severance Plan, which is intended to continue the benefits that would have been provided under the Elan Severance Plan in case of an involuntary termination during 2013. Under the Prothena Severance Plan, in the event of an involuntary termination occurring during the period between the separation and distribution and December 31, 2013, and prior to a change in control, severance benefits payable to a Prothena executive officer would include (i) a lump sum amount equal to (a) 78 weeks of the executive’s base salary at the highest rate in effect over the 13 months prior to the termination date, plus (b) the executive’s target bonus at the highest rate in effect over the 13 months prior to the termination date, (ii) subsidized health care continuation for 18 months following the termination date and (iii) outplacement assistance for 12 months following the termination date. To the extent that the involuntary termination occurs during the period between the separation and distribution and December 31, 2013 and upon, or within two years following, a change of control of Prothena, an executive would be eligible to receive the same benefits as if the involuntary termination occurred prior to the change in control, but the lump sum severance payment would be equal to two and five tenths times the sum of (x) 52 weeks of the executive’s base salary at the highest rate in effect over the 13 months prior to the termination date, plus (y) the executives’ target bonus the highest rate in effect over the 13 months prior to the termination date.

Beginning 2014, it is expected that the Prothena Severance Plan will be conformed to market practice for publicly traded biotechnology companies of a similar size.

Long Term Incentive Plan . Prothena is expected to adopt the Prothena Corporation plc Long Term Incentive Plan, (the “Prothena LTIP”). The following description of the Prothena LTIP is intended only as a summary and is qualified in its entirety by reference to the Prothena LTIP, which has been filed as an exhibit to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on [ — ], 2012. We expect that the number of shares authorized under the Prothena LTIP will be 2,650,000 ordinary shares, which is approximately 15% of the outstanding Prothena shares as of the separation and distribution. Like the Elan equity incentive plans, the Prothena LTIP is an omnibus plans that provides for the award of stock options, stock appreciation rights, RSUs, performance units, dividend equivalents and other share-based awards to certain employees and consultants of Prothena and its subsidiaries and affiliates, and to non-employee directors of Prothena. The Prothena LTIP does not specify vesting or exercisability schedules. Rather, any applicable vesting or exercisability schedule is set forth in the individual award agreement approved by the Compensation Committee. It is expected that initial awards under the Prothena LTIP will be in the form of stock options only. The Prothena LTIP also is designed to permit the Compensation Committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of the Code.

Cash Incentive . Prothena US is expected to adopt the Prothena Biosciences Inc. Incentive Compensation Plan (the “Prothena Bonus Plan”). The following description of the Prothena Bonus Plan is intended only as a summary and is qualified in its entirety by reference to the Prothena Bonus Plan, which has been filed as an exhibit to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on [ — ],

106

2012. The Prothena Bonus Plan will provide for payment to Prothena named executive officers of bonus amounts earned in 2012 during their employment with Elan, as well as bonus amounts earned during employment with Prothena US for the balance of 2012 and for subsequent plan years commencing January 1, 2013. Participants in the Prothena Bonus Plan will be eligible to receive cash performance awards based on attainment of specified performance goals to be established by the plan administrator, and the exact amount payable to each participant is subject to the discretion of the plan administrator. The plan also is designed to permit the Compensation Committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of the Code.

In addition to the plans and programs described above, following the separation and distribution, it is expected Prothena will maintain a defined contribution plan with an elective deferral feature and provide a discretionary matching contribution to eligible employees who contribute to the plan. The Prothena named executive officers are expected to be eligible to participate in the plan. Prothena is not expected to maintain a deferred compensation plan for its executives following the separation and distribution.

Director Compensation

Following the separation and distribution, director compensation will be determined by our board of directors with the assistance of the committee responsible for executive compensation, which we expect to be the Compensation Committee. After consulting with our independent compensation consultants, Mercer, Elan’s Chairman and Chief Executive Officer approved Prothena’s director compensation. Initially, we expect to pay directors an annual cash retainer of $39,000, based on the median cash retainer paid by the companies in our peer group, plus an additional $10,000 to recognize time and travel requirements to Ireland, where a majority of the board meetings will be held. Our peer group consists of Acadia Pharmaceuticals Inc., Achillon Pharmaceuticals, Inc., Anacor Pharmaceuticals, Inc., Anthera Pharmaceuticals, Inc., Clovis Oncology, Inc., Cytokinetics, Inc., Endocyte, Inc., Idera Pharmaceuticals, Inc., Inovio Pharmaceuticals, Inc., Omeros Corporation, OncoGenex Pharmaceuticals, Inc., Stemcells, Inc., Tranzyme, Inc. and Ziopharm Oncology, Inc. We will grant all newly elected directors an option to purchase 50,000 Prothena ordinary shares, which will cover an initial equity grant and all equity grants for the next three years, similar to the equity compensation approach that we expect to follow for Prothena employees. We do not expect to grant ongoing equity compensation at this time, but future grants may be considered upon reelection or completion of milestones.

In lieu of the cash retainer and equity compensation described above, the chair of the board of directors is expected to receive an annual cash retainer of $54,000, based on the median cash retainer paid by the companies in our peer group, plus an additional $10,000 to recognize time and travel requirements to Ireland for board meetings, and an initial option grant to purchase 125,000 Prothena ordinary shares.

Committee members, other than the chairs of each committee, will receive the following additional cash retainers: Audit Committee member — $7,500; Compensation Committee member — $5,000 and Nominating and Governance Committee member — $3,000. The committee chairs will receive the following additional cash retainers: Audit Committee chair — $15,000; Compensation Committee chair — $10,000 and Nominating and Governance Committee chair — $6,000.

We also expect that we will pay the premiums on directors’ and officers’ liability and travel accident insurance policies insuring our directors, and expect to reimburse directors for their expenses incurred in connection with board meetings.

107

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

This table shows the number and percentage of our ordinary shares that is expected to be owned of record and beneficially following the distribution by each expected director and each expected executive officer of Prothena, and the expected directors and executive officers as a group. The table also shows the name, address and the number and percentage of shares owned by persons who we believe will be the beneficial owner more than five (5%) percent of our ordinary shares at the time of the distribution, based on publicly available information. All information in the table is based upon information available to Elan as of November 30, 2012 as to the ownership of Elan ordinary shares and Elan ADSs and is presented as if the separation and distribution has occurred prior to the dates of ownership information used in the table. Unless indicated otherwise, each beneficial owner is expected to have sole voting and dispositive power with respect to the shares included.


Beneficial Owner	Shares Beneficially Owned		% of Shares Outstanding
Elan (1)		[ — ]		18	%
Treasury Building Lower Grand Canal Street Dublin 2, Ireland
Janssen Pharmaceuticals (2)		2,619,421		[14.84	]%
1125 Trenton-Harbourton Road P.O. Box 200 Titusville, NJ 08560
Fidelity Management and Research Company (3)		1,895,019		[10.74	]%
82 Devonshire Street Boston, MA 02109
Invesco Limited (4)		1,309,778		[7.42	]%
Two Peachtree Pointe 1555 Peachtree Street, N.E., Suite 1800 Atlanta, GA 30309
Wellington Management (5)		877,298		[4.97	]%
280 Congress Street Boston, MA 02210
Lars Ekman		243		[0.00	]%
Dale Schenk		18,735		[0.11	]%
Ted Yednock		25,311		[0.14	]%
Gene Kinney		5,442		[0.03	]%
John Randall Fawcett		691		[0.00	]%
All directors and officers as a group ([ — ] persons)		[ — ]		[	— ]

(1)

Prior to the separation and distribution, a wholly-owned subsidiary of Elan agreed (conditioned on the consummation of the separation and distribution) to subscribe for newly-issued ordinary shares of Prothena, representing 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) for a cash payment to Prothena of $26.0 million. This subscription will be consummated immediately following the separation and distribution. Immediately after the consummation of Elan’s subscription for Prothena ordinary shares, the incorporator shares will be mandatorily redeemed, and cancelled by Prothena for their subscription price. Elan has agreed to cause the vote of any of our ordinary shares that its wholly-owned subsidiary subscribes for immediately following the separation and distribution in proportion to the votes cast by our other shareholders and will grant us a proxy with respect to such shares. See “Arrangements Between Elan and Prothena — Subscription and Registration Rights Agreement.”

108

(2)	As reported on the Form TR-1 filed with the ISE on September 18, 2009, Janssen Pharmaceutical has direct voting rights with respect to 2,619,421 shares and indirect voting rights with respect to 0 shares.

(3)	As reported on the Form TR-1 filed with the ISE on September 12, 2012, Fidelity Management and Research Company has direct voting rights with respect to 1,895,019 shares and indirect voting rights with respect to 1,895,019 shares.

(4)	As reported on the Form TR-1 filed with the ISE on November 12, 2012, Invesco Limited has direct voting rights with respect to 0 shares and indirect voting rights with respect to 1,309,778 shares.

(5)	As reported on the Form 13F-HRA filed with the SEC on November 20, 2012, Wellington Management has sole voting power with respect to 319,748 shares, shared voting power with respect to 85,242 shares, and sole dispositive power with respect to 472,306 shares.

109

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

We will adopt a related party transaction policy (“Related Party Transaction Policy”) that sets forth our procedures for the identification, review, consideration and approval or ratification of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are, were or will be participants in which the amount involves exceeds $120,000. Transactions involving compensation for services provided to us as an employee or director are not covered by this policy. A “related person” is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned or controlled by such persons.

Under the policy, if a transaction has been identified as a related-person transaction (including any transaction that was not a related-person transaction when originally consummated or any transaction that was not initially identified as a related-person transaction prior to consummation), our management must present information regarding the related-person transaction to our audit committee (or, if audit committee approval would be inappropriate, to another independent body of our board of directors) for review, consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third party or to or from employees generally. Under the policy, we will, on an annual basis, collect information that our General Counsel deems reasonably necessary from each director, executive officer and (to the extent feasible) significant shareholder to enable us to identify any existing or potential related-person transactions and to effectuate the terms of the policy. In addition, under our code of conduct, our employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to our General Counsel, or, if the employee is an executive officer, to our board of directors. In considering related-person transactions, our audit committee (or other independent body of our board of directors) will take into account the relevant available facts and circumstances including, but not limited to, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable the impact on a director’s independence in the event that the related person is a director, immediate family member of a director or an entity with which a director is affiliated.

The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, our audit committee (or other independent body of our board of directors) must consider, in light of known circumstances, whether the transaction is, or is not inconsistent with, our best interests and those of our shareholders, as our audit committee (or other independent body of our board of directors) determines in the good faith exercise of its discretion.

For purposes of separating the Prothena Business from Elan, governing the ongoing relationship between Elan and us after the separation and distribution and providing for an orderly transition, Elan and we have entered, or will enter prior to the separation and distribution, into certain agreements. The terms of each of these agreements have been, or will be, negotiated with Elan while the Prothena Subsidiaries are each wholly-owned Subsidiaries of Elan and thus, the transactions contemplated by these agreements constitute related-party transactions. For information about arrangements between Elan and Prothena, see “Arrangements Between Elan and Prothena.”

110

DESCRIPTION OF SHARE CAPITAL

We have summarized below the material terms of our share capital that are expected to be in effect following the distribution. You are encouraged to read our Memorandum and Articles of Association that we expect to be in effect following the distribution, and which are filed as exhibits to the registration statement of which this information statement is a part, for greater detail on the provisions that may be important to you.

The following description of our ordinary shares and Euro deferred shares is a summary. This summary does not purport to be complete and is qualified in its entirety by reference to the Irish Companies Acts of 1963 to 2012 (the “Companies Acts”) and the complete text of Prothena’s Memorandum and Articles of Association, which are filed as Exhibit 3.1 to Prothena’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on [ — ], 2012. You should read those laws and documents carefully.

Capital Structure

Authorized Share Capital

The authorized share capital of Prothena is $1,000,000 and €220,000, consisting of 100,000,000 ordinary shares with a par value of $0.01 per share and 10,000 Euro deferred shares with a par value of €22 per share .

Prothena may issue shares subject to the maximum authorized share capital contained in Prothena’s Articles of Association. The authorized share capital may be increased or reduced by a resolution approved by a simple majority of the votes cast at a general meeting of Prothena’s shareholders (referred to under Irish law as an “ordinary resolution”). The shares comprising the authorized share capital of Prothena may be divided into shares of such nominal value as the resolution shall prescribe. As a matter of Irish law, the directors of a company may issue new ordinary or Euro deferred shares without shareholder approval once authorized to do so by the Articles of Association or by an ordinary resolution adopted by the shareholders at a general meeting. The authorization may be granted for a maximum period of five years, at which point it must be renewed by the shareholders by an ordinary resolution.

Prothena’s Articles of Association authorize Prothena’s board of directors to issue new ordinary and Euro deferred shares for cash without shareholder approval for a period of five years from the date of adoption of such Articles of Association, which adoption will be effective prior to the completion of the separation and distribution.

The rights and restrictions to which Prothena’s ordinary shares and Euro deferred shares are subject are prescribed in Prothena’s Articles of Association. Prothena may, by ordinary resolution and without obtaining any vote or consent of the holders of any class or series of shares, unless expressly provided by the terms of that class or series of shares, provide from time to time for the issuance of other classes or series of shares and to establish the characteristics of each class or series, including the number of shares, designations, relative voting rights, dividend rights, liquidation and other rights, redemption, repurchase or exchange rights and any other preferences and relative, participating, optional or other rights and limitations not inconsistent with applicable law.

Irish law does not recognize fractional shares held of record. Accordingly, Prothena’s Articles of Association do not provide for the issuance of fractional shares of Prothena, and the official Irish share register of Prothena will not reflect any fractional shares. Whenever an alteration, reorganization consolidation, division, or subdivision of the share capital of Prothena would result in any Company shareholder becoming entitled to fractions of a share, Prothena’s board of directors may, on behalf of those shareholders that would become entitled to fractions of a share, sell the shares representing the fractions for the best price reasonably obtainable, to any person and distribute the proceeds of the sale in due proportion among those members.

Issued Share Capital

We expect that on the distribution date, our issued share capital will be €38,500, comprised of 1,750 Euro deferred shares with a par value of €22 per share. Immediately after the separation and distribution and after Elan

111

subscribes for ordinary shares of Prothena, representing 18% of the outstanding ordinary shares of Prothena, and based on the number of outstanding Elan ordinary shares and Elan ADSs as of November 30, 2012, we expect that our issued share capital will be US$ [ — ] comprised of approximately [ — ] ordinary shares with a par value of $0.01 per share outstanding. Any Euro deferred share outstanding shall be mandatorily redeemed immediately after the separation and distribution and the subscription of approximately [ — ] ordinary shares in Prothena to a wholly owned subsidiary of Elan, representing 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription). We intend to apply to have our ordinary shares approved for listing on The Nasdaq Global Market under the symbol “PRTA.”

Preemption Rights, Share Warrants and Share Options

Under Irish law, certain statutory preemption rights apply automatically in favor of shareholders where shares are to be issued for cash. However, Prothena has opted out of these preemption rights in its Articles of Association as permitted under Irish law. Because Irish law requires this opt-out to be renewed every five years by a resolution approved by not less than 75% of the votes cast at a general meeting of Prothena’s shareholders (referred to under Irish law as a “special resolution”), Prothena’s Articles of Association provide that this opt-out must be so renewed. If the opt-out is not renewed, shares issued for cash must be offered to existing shareholders of Prothena on a pro rata basis to their existing shareholding before the shares may be issued to any new shareholders. The statutory preemption rights do not apply (i) where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition), (ii) to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or (iii) where shares are issued pursuant to an employee stock option or similar equity plan.

Prothena’s Articles of Association provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to which Prothena is subject, Prothena’s board of directors is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as it deems advisable, options to purchase such number of shares of any class or classes or of any series of any class as Prothena’s board of directors may deem advisable, and to cause warrants or other appropriate instruments evidencing such options to be issued. The Companies Acts provide that directors may issue share warrants or options without shareholder approval once authorized to do so by the Articles of Association or an ordinary resolution of shareholders. Prothena is subject to the rules of The Nasdaq Global Market and the U.S. Internal Revenue Code of 1986, which require shareholder approval of certain equity plan and share issuances. Prothena’s board of directors may issue shares upon exercise of warrants or options without shareholder approval or authorization (up to the relevant authorized share capital limit).

Dividends

Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves generally means accumulated realized profits less accumulated realized losses and includes reserves created by way of capital reduction. In addition, no distribution or dividend may be made unless the net assets of Prothena are equal to, or in excess of, the aggregate of Prothena’s called up share capital plus undistributable reserves and the distribution does not reduce Prothena’s net assets below such aggregate. Undistributable reserves include the share premium account, the capital redemption reserve fund and the amount by which Prothena’s accumulated unrealized profits, so far as not previously utilized by any capitalization, exceed Prothena accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.

The determination as to whether or not Prothena has sufficient distributable reserves to fund a dividend must be made by reference to the “relevant accounts” of Prothena. The “relevant accounts” are either the last set of unconsolidated annual audited financial statements or other financial statements properly prepared in accordance with the Companies Acts, which give a “true and fair view” of Prothena’s unconsolidated financial position and accord with accepted accounting practice. The relevant accounts must be filed in the Companies Registration Office (the official public registry for companies in Ireland).

112

Prothena’s Articles of Association authorize the directors to declare dividends without shareholder approval to the extent they appear justified by profits lawfully available for distribution. Prothena’s board of directors may also recommend a dividend to be approved and declared by the shareholders at a general meeting. Prothena’s board of directors may direct that the payment be made by distribution of assets, shares or cash, and no dividend issued may exceed the amount recommended by the directors. Dividends may be declared and paid in the form of cash or non-cash assets and may be paid in dollars or any other currency.

Prothena’s board of directors may deduct from any dividend payable to any shareholder any amounts payable by such shareholder to Prothena in relation to the shares of Prothena.

The board of directors may also authorize Prothena to issue shares with preferred rights to participate in dividends declared by Prothena from time to time, as determined by ordinary resolution. The holders of preferred shares may, depending on their terms, rank senior to Prothena’s ordinary shares in terms of dividend rights and/or be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.

Share Repurchases, Redemptions and Conversions

Overview

Prothena’s Articles of Association provide that any ordinary share that Prothena has agreed to acquire shall be deemed to be a redeemable share. Accordingly, for Irish law purposes, the repurchase of ordinary shares by Prothena may technically be effected as a redemption of those shares as described below under “ Description of Share Capital — Repurchases and Redemptions by Prothena.” If Prothena’s Articles of Association did not contain such provision, repurchases by Prothena would be subject to many of the same rules that apply to purchases of Prothena’s ordinary shares by subsidiaries described below under “Description of Share Capital — Purchases by Subsidiaries of Prothena,” including the shareholder approval requirements described below, and the requirement that any purchases on market be effected on a “recognized stock exchange,” which, for purposes of the Companies Acts, includes The Nasdaq Global Market. Neither Irish law nor any constituent document of Prothena places limitations on the right of nonresident or foreign owners to vote or hold Prothena’s ordinary shares. Except where otherwise noted, references in this information statement to repurchasing or buying back ordinary shares of Prothena refer to the redemption of ordinary shares by Prothena or the purchase of ordinary shares of Prothena by a subsidiary of Prothena, in each case in accordance with Prothena’s Articles of Association and Irish company law as described below.

Prothena’s Articles of Association provide that any Euro deferred share outstanding shall be mandatorily redeemed immediately after the separation and distribution and the subscription of ordinary shares in Prothena to a wholly owned subsidiary of Elan, representing 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription). The redemption consideration payable by Prothena to the holder of each Euro deferred share on the redemption of such share shall be the consideration paid by the holder of the Euro deferred share on issue of such Euro deferred share. On the redemption date, Prothena shall pay to such holder the amount due to him in respect of such redemption.

Repurchases and Redemptions by Prothena

Under Irish law, a company may issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that purpose. Please see also “Description of Share Capital — Dividends.” Prothena may only issue redeemable shares if the nominal value of the issued share capital that is not redeemable is not less than 10% of the nominal value of the total issued share capital of Prothena. All redeemable shares must also be fully-paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be cancelled or held in treasury. Based on the provisions of Prothena’s Articles of Association, shareholder approval will not be required to redeem Prothena’s shares.

113

Prothena may also be given an additional general authority to purchase its own shares on market by way of ordinary resolution, which would take effect on the same terms and be subject to the same conditions as applicable to purchases by Prothena subsidiaries as described below.

Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by Prothena at any time must not exceed 10% of the nominal value of the issued share capital of Prothena. Prothena may not exercise any voting rights in respect of any shares held as treasury shares. Treasury shares may be canceled by Prothena or re-issued subject to certain conditions.

Purchases by Subsidiaries of Prothena

Under Irish law, an Irish or non-Irish subsidiary may purchase shares of Prothena either on-market or off-market. For a subsidiary of Prothena to make on-market purchases of Prothena’s ordinary shares, Prothena’s shareholders must provide general authorization for such purchase by way of ordinary resolution. However, as long as this general authority has been granted, no specific shareholder authority for a particular on market purchase by a subsidiary of Prothena’s ordinary shares is required. For a purchase by a subsidiary of Prothena off market, the proposed purchase contract must be authorized by special resolution of Prothena’s shareholders before the contract is entered into. The person whose ordinary shares are to be bought back cannot vote in favor of the special resolution and, for at least 21 days prior to the special resolution being passed, the purchase contract must be on display or must be available for inspection by Prothena’s shareholders at the registered office of Prothena.

In order for a subsidiary of Prothena to make an on market purchase of Prothena’s shares, such shares must be purchased on a “recognized stock exchange.” The Nasdaq Global Market, on which Prothena’s ordinary shares will be listed, is specified as a recognized stock exchange for this purpose in accordance with Irish law.

The number of shares held by the subsidiaries of Prothena at any time will count as treasury shares and will be included in any calculation of the permitted treasury share threshold of 10% of the nominal value of the issued share capital of Prothena. While a subsidiary holds shares of Prothena, it cannot exercise any voting rights in respect of those shares. The acquisition of Prothena’s ordinary shares by a subsidiary must be funded out of distributable reserves of the subsidiary.

Lien on Shares, Calls on Shares and Forfeiture of Shares

Prothena’s Articles of Association provide that Prothena has a first and paramount lien on every share that is not a fully paid up share for all amounts payable at a fixed time or called in respect of that share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not made, the shares may be forfeited. These provisions are standard inclusions in the Articles of Association of an Irish public company limited by shares such as Prothena and are only be applicable to shares of Prothena that have not been fully paid up.

Consolidation and Division; Subdivision

Under its Articles of Association, Prothena may, by ordinary resolution, consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares or subdivide its shares into smaller amounts than are fixed by its Articles of Association.

Reduction of Share Capital

Prothena may, by ordinary resolution, reduce its authorized share capital in any way. Prothena also may, by special resolution and subject to confirmation by the Irish High Court, reduce or cancel its issued share capital in any manner permitted by the Companies Acts.

114

Annual Meetings of Shareholders

Prothena is required to hold an annual general meeting within 18 months of incorporation and at intervals of no more than 15 months from the previous annual general meeting, provided that an annual general meeting is held in each calendar year following the first annual general meeting and no more than nine months after Prothena’s fiscal year-end. Any annual general meeting of Prothena may be held outside Ireland if a resolution so authorizing has been passed at the preceding annual general meeting.

Notice of an annual general meeting must be given to all of Prothena’s shareholders and to the auditors of Prothena. Prothena’s Articles of Association provide for a minimum notice period of 21 days’ notice, which is the minimum permitted by the Irish Companies Acts.

The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts, balance sheet and reports of the directors and auditors, the appointment of new auditors and the fixing of the auditor’s remuneration (or delegation of same). If no resolution is made in respect of the reappointment of an existing auditor at an annual general meeting, the existing auditor will be deemed to have continued in office.

Extraordinary General Meetings of Shareholders

Extraordinary general meetings of Prothena may be convened by (i) Prothena’s board of directors, (ii) on requisition of Prothena’s shareholders holding not less than 10% of the paid up share capital of Prothena carrying voting rights, (iii) on requisition of Prothena’s auditors or (iv) in exceptional cases, by order of the court. Extraordinary general meetings are generally held for the purpose of approving shareholder resolutions as may be required from time to time. At any extraordinary general meeting only such business shall be conducted as is set forth in the notice thereof.

Notice of an extraordinary general meeting must be given to all of Prothena’s shareholders and to the auditors of Prothena. Under Irish law and Prothena’s Articles of Association, the minimum notice periods are 21 days’ notice in writing for an extraordinary general meeting to approve a special resolution and 14 days’ notice in writing for any other extraordinary general meeting.

In the case of an extraordinary general meeting convened by Prothena’s shareholders, the proposed purpose of the meeting must be set out in the requisition notice. Upon receipt of any such valid requisition notice, Prothena’s board of directors has 21 days to convene a meeting of Prothena’s shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If Prothena’s board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of Prothena’s receipt of the requisition notice.

If Prothena’s board of directors becomes aware that the net assets of Prothena are not greater than half of the amount of Prothena’s called-up share capital, it must convene an extraordinary general meeting of Prothena’s shareholders not later than 28 days from the date that they learn of this fact to consider how to address the situation.

Quorum for General Meetings

Prothena’s Articles of Association provide that no business shall be transacted at any general meeting unless a quorum is present. One or more Prothena’s shareholders present in person or by proxy holding not less than one-half of the issued and outstanding shares of Prothena entitled to vote at the meeting in question constitute a quorum.

115

Voting

Prothena’s Articles of Association provide that Prothena’s board of directors or its chairman may determine the manner in which the poll is to be taken and the manner in which the votes are to be counted.

Each Company shareholder is entitled to one vote for each ordinary share that he or she holds as of the record date for the meeting. Voting rights may be exercised by shareholders registered in Prothena’s share register as of the record date for the meeting or by a duly appointed proxy, which proxy need not be a Company shareholder. Where interests in shares are held by a nominee trust company, such company may exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by Prothena’s Articles of Association, which permit shareholders to notify Prothena of their proxy appointments electronically in such manner as may be approved by Prothena’s board of directors.

In accordance with Prothena’s Articles of Association, Prothena may from time to time be authorized by ordinary resolution to issue preferred shares. These preferred shares may have such voting rights as may be specified in the terms of such preferred shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to a class vote on such matters as may be specified in the terms of the preferred shares). Treasury shares or shares of Prothena that are held by subsidiaries of Prothena are not entitled to be voted at general meetings of shareholders.

Prior to the separation and distribution, Elan agreed (conditioned on the consummation of the separation and distribution) to subscribe for newly-issued ordinary shares of Prothena, representing 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) for a cash payment to Prothena of $26.0 million. This subscription will be consummated immediately following the separation and distribution. Immediately after the consummation of Elan’s subscription for Prothena ordinary shares, the incorporator shares will be mandatorily redeemed by Prothena for their subscription price, and cancelled. Elan has agreed to cause the vote of any of our ordinary shares that its wholly owned subsidiaries acquire in proportion to the votes cast by our other shareholders and will grant us a proxy to vote such shares in this manner. See “Arrangements Between Elan and Prothena — Subscription and Registration Rights Agreement.”

Irish law requires special resolutions of Prothena’s shareholders at a general meeting to approve certain matters. Examples of matters requiring special resolutions include:

•

amending the objects or Memorandum of Association of Prothena;

•

amending the Articles of Association of Prothena;

•

approving a change of name of Prothena;

•

authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or connected person;

•

opting out of preemption rights on the issuance of new shares;

•

re-registration of Prothena from a public limited company to a private company;

•

variation of class rights attaching to classes of shares (where the Articles of Association do not provide otherwise);

•

purchase of Company shares off market;

•

reduction of issued share capital;

•

sanctioning a compromise/scheme of arrangement with creditors or shareholders;

•

resolving that Prothena be wound up by the Irish courts;

•

resolving in favor of a shareholders’ voluntary winding-up; and

•

setting the re-issue price of treasury shares.

116

Variation of Rights Attaching to a Class or Series of Shares

Under Prothena’s Articles of Association and the Companies Acts, any variation of class rights attaching to the issued shares of Prothena must be approved by a special resolution of Prothena’s shareholders of the affected class or with the consent in writing of the holders of three-quarters of all the votes of that class of shares.

The provisions of Prothena’s Articles of Association relating to general meetings apply to general meetings of the holders of any class of Company shares except that the necessary quorum is determined in reference to the shares of the holders of the class. Accordingly, for general meetings of holders of a particular class of Company shares, a quorum consists of the holders present in person or by proxy representing at least one-half of the issued shares of the class.

Inspection of Books and Records

Under Irish law, shareholders have the right to: (i) receive a copy of the Memorandum and Articles of Association of Prothena and any act of the Irish Government which alters the memorandum of Prothena; (ii) inspect and obtain copies of the minutes of general meetings and resolutions of Prothena; (iii) inspect and receive a copy of the register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by Prothena; (iv) receive copies of balance sheets and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (v) receive balance sheets of any subsidiary of Prothena which have previously been sent to shareholders prior to an annual general meeting for the preceding ten years. The auditors of Prothena also have the right to inspect all books, records and vouchers of Prothena. The auditors’ report must be circulated to the shareholders with Prothena’s financial statements prepared in accordance with Irish law 21 days before the annual general meeting and must be read to the shareholders at Prothena’s annual general meeting.

Acquisitions

An Irish limited company may be acquired in a number of ways, including:

•

a court-approved scheme of arrangement under the Companies Acts. A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of a majority in number representing 75% in value of the shareholders present and voting in person or by proxy at a meeting called to approve the scheme;

•

through a tender or takeover offer by a third party for all of the shares of Prothena. Where the holders of 80% or more of Prothena’s shares have accepted an offer for their shares in Prothena, the remaining shareholders may also be statutorily required to transfer their shares. If the bidder does not exercise its “squeeze out” right, then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If shares of Prothena were to be listed on the main securities market of the Irish Stock Exchange or another regulated stock exchange in the European Union, this threshold would be increased to 90%; and

•

it is also possible for Prothena to be acquired by way of a merger with an EU-incorporated company under the EU Cross-Border Mergers Directive 2005/56/EC. Such a merger must be approved by a special resolution. If Prothena is being merged with another EU company under the EU Cross-Border Mergers Directive 2005/56/EC and the consideration payable to Prothena’s shareholders is not all in the form of cash, Prothena’s shareholders may be entitled to require their shares to be acquired at fair value.

Irish law does not generally require shareholder approval for a sale, lease or exchange of all or substantially all of a company’s property and assets.

117

Appraisal Rights

Generally, under Irish law, shareholders of an Irish company do not have dissenters’ or appraisal rights. Under the European Communities (Cross-Border Mergers) Regulations 2008 governing the merger of an Irish company limited by shares such as Prothena and a company incorporated in the European Economic Area (the European Economic Area includes all member states of the European Union and Norway, Iceland and Liechtenstein), a shareholder (i) who voted against the special resolution approving the merger or (ii) of a company in which 90% of the shares are held by the other party to the merger has the right to request that the company acquire its shares for cash at a price determined in accordance with the share exchange ratio set out in the merger agreement.

Disclosure of Interests in Shares

Under the Companies Acts, Prothena’s shareholders must notify Prothena if, as a result of a transaction, the shareholder will become interested in five percent or more of the voting shares of Prothena, or if as a result of a transaction a shareholder who was interested in more than five percent of the voting shares of Prothena ceases to be so interested. Where a shareholder is interested in more than five percent of the voting shares of Prothena, the shareholder must notify Prothena of any alteration of his or her interest that brings his or her total holding through the nearest whole percentage number, whether an increase or a reduction. The relevant percentage figure is calculated by reference to the aggregate nominal value of the voting shares in which the shareholder is interested as a proportion of the entire nominal value of the issued share capital of Prothena (or any such class of share capital in issue). Where the percentage level of the shareholder’s interest does not amount to a whole percentage, this figure may be rounded down to the next whole number. Prothena must be notified within five business days of the transaction or alteration of the shareholder’s interests that gave rise to the notification requirement. If a shareholder fails to comply with these notification requirements, the shareholder’s rights in respect of any Company shares it holds will not be enforceable, either directly or indirectly. However, such person may apply to the court to have the rights attaching to such shares reinstated.

In addition to these disclosure requirements, Prothena, under the Companies Acts, may, by notice in writing, require a person whom Prothena knows or has reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued to have been, interested in shares comprised in Prothena’s relevant share capital to: (i) indicate whether or not it is the case; and (ii) where such person holds or has during that time held an interest in the shares of Prothena, to provide additional information, including the person’s own past or present interests in shares of Prothena. If the recipient of the notice fails to respond within the reasonable time period specified in the notice, Prothena may apply to court for an order directing that the affected shares be subject to certain restrictions, as prescribed by the Companies Acts, as follows:

•

any transfer of those shares or, in the case of unissued shares, any transfer of the right to be issued with shares and any issue of shares, shall be void;

•

no voting rights shall be exercisable in respect of those shares;

•

no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and

•

no payment shall be made of any sums due from Prothena on those shares, whether in respect of capital or otherwise.

The court may also order that shares subject to any of these restrictions be sold with the restrictions terminating upon the completion of the sale.

In the event Prothena is in an offer period pursuant to the Irish Takeover Rules, accelerated disclosure provisions apply for persons holding an interest in Prothena securities of one percent or more.

118

Anti-Takeover Provisions

Irish Takeover Rules and Substantial Acquisition Rules

A transaction in which a third party seeks to acquire 30% or more of the voting rights of Prothena and any other acquisitions of Prothena’s securities are governed by the Irish Takeover Panel Act 1997 and the Irish Takeover Rules made thereunder, which are referred to in this information statement as the “Irish Takeover Rules,” and are regulated by the Irish Takeover Panel. The “General Principles” of the Irish takeover rules and certain important aspects of the Irish takeover rules are described below.

General Principles

The Irish takeover rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:

•

in the event of an offer, all holders of securities of the target company must be afforded equivalent treatment and, if a person acquires control of a company, the other holders of securities must be protected;

•

the holders of securities in the target company must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of directors of the target company must give its views on the effects of the implementation of the offer on employment, employment conditions and the locations of the target company’s place of business;

•

a target company’s board of directors must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer;

•

false markets must not be created in the securities of the target company, the bidder or any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted;

•

a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration;

•

a target company may not be hindered in the conduct of its affairs longer than is reasonable by an offer for its securities; and

•

a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.

Mandatory Bid

Under certain circumstances, a person who acquires shares, or other voting securities, of Prothena may be required under the Irish Takeover Rules to make a mandatory cash offer for the remaining outstanding voting securities in Prothena at a price not less than the highest price paid for the securities by the acquiror, or any parties acting in concert with the acquiror, during the previous 12 months. This mandatory bid requirement is triggered if an acquisition of securities would increase the aggregate holding of an acquiror, including the holdings of any parties acting in concert with the acquiror, to securities representing 30% or more of the voting rights in Prothena, unless the Irish Takeover Panel otherwise consents. An acquisition of securities by a person holding, together with its concert parties, securities representing between 30% and 50% of the voting rights in Prothena would also trigger the mandatory bid requirement if, after giving effect to the acquisition, the percentage of the voting rights held by that person (together with its concert parties) would increase by 0.05% within a 12-month period. Any person (excluding any parties acting in concert with the holder) holding securities representing more than 50% of the voting rights of a company is not subject to these mandatory offer requirements in purchasing additional securities.

119

Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements

If a person makes a voluntary offer to acquire outstanding ordinary shares of Prothena, the offer price must not be less than the highest price paid for Prothena’s ordinary shares by the bidder or its concert parties during the three-month period prior to the commencement of the offer period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, taking into account the General Principles, believes it is appropriate to do so.

If the bidder or any of its concert parties has acquired ordinary shares of Prothena (i) during the period of 12 months prior to the commencement of the offer period that represent more than 10% of the total ordinary shares of Prothena or (ii) at any time after the commencement of the offer period, the offer must be in cash (or accompanied by a full cash alternative) and the price per ordinary share of Prothena must not be less than the highest price paid by the bidder or its concert parties during, in the case of (i), the 12-month period prior to the commencement of the offer period or, in the case of (ii), the offer period. The Irish Takeover Panel may apply this rule to a bidder who, together with its concert parties, has acquired less than 10% of the total ordinary shares of Prothena in the 12-month period prior to the commencement of the offer period if the Irish Takeover Panel, taking into account the General Principles, considers it just and proper to do so. An offer period will generally commence from the date of the first announcement of the offer or proposed offer.

Substantial Acquisition Rules

The Irish takeover rules also contain rules governing substantial acquisitions of shares and other voting securities which restrict the speed at which a person may increase his or her holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of Prothena. Except in certain circumstances, an acquisition or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of Prothena is prohibited, if such acquisition(s), when aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of Prothena and such acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such holdings.

Frustrating Action

Under the Irish takeover rules, Prothena’s board of directors is not permitted to take any action that might frustrate an offer for the shares of Prothena once Prothena’s board of directors has received an approach that may lead to an offer or has reason to believe that such an offer is or may be imminent, subject to certain exceptions. Potentially frustrating actions such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any earlier time during which Prothena’s board of directors has reason to believe an offer is or may be imminent. Exceptions to this prohibition are available where:

•

the action is approved by Prothena’s shareholders at a general meeting; or

•

the Irish Takeover Panel has given its consent, where:

•

it is satisfied the action would not constitute frustrating action;

•

Prothena’s shareholders holding more than 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general meeting;

•

the action is taken in accordance with a contract entered into prior to the announcement of the offer (or any earlier time at which Prothena’s board of directors considered the offer to be imminent); or

•

the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in the ordinary course of business.

120

Certain other provisions of Irish law or Prothena’s Articles of Association may be considered to have anti-takeover effects, including advance notice requirements for director nominations and other shareholder proposals, as well those described under the following captions: “Description of Share Capital — Capital Structure — Authorized Share Capital” (regarding issuance of preferred shares) “Description of Share Capital — Preemption Rights, Share Warrants and Share Options,” “Description of Share Capital — Disclosure of Interests in Shares” and “Description of Share Capital Capital — Corporate Governance.”

Corporate Governance

Prothena’s Articles of Association allocate authority over the day-to-day management of Prothena to its board of directors. Prothena’s board of directors may then delegate the management of Prothena to committees of the board of directors (consisting of one or more members of the board of directors) or executives, but regardless, Prothena’s board of directors remain responsible, as a matter of Irish law, for the proper management of the affairs of Prothena. Committees may meet and adjourn as they determine proper. A vote at any committee meeting will be determined by a majority of votes of the members present.

The board of directors of Prothena has a standing audit committee, a compensation committee and a nominating and corporate governance committee, with each committee comprised solely of independent directors, as prescribed by the Nasdaq listing standards and SEC rules and regulations. Prothena has adopted corporate governance policies substantially similar to those maintained by Elan prior to the separation and distribution, including a code of conduct and an insider trading policy, as well as an open door reporting policy and a comprehensive compliance program.

The Companies Acts provide for a minimum of two directors. Prothena’s Memorandum and Articles of Association provide that the board may determine the size of the board from time to time.

Directors are elected by ordinary resolution at a general meeting. Irish law requires majority voting for the election of directors, which could result in the number of directors falling below the prescribed minimum number of directors due to the failure of nominees to be elected. Accordingly, Prothena’s Articles of Association provide that if, at any general meeting of shareholders, the number of directors is reduced below the minimum prescribed by the Articles of Association due to the failure of any person nominated to be a director to be elected, then, in such circumstances, the nominee or nominees who receive the highest number of votes in favor of election will be elected in order to maintain such prescribed minimum number of directors. Each director elected in this manner will remain a director (subject to the provisions of the Companies Acts and the Articles of Association) only until the conclusion of the next annual general meeting of Prothena unless he or she is re-elected.

Under the Companies Acts and notwithstanding anything contained in the Articles of Association or in any agreement between Prothena and a director, the shareholders may, by an ordinary resolution, remove a director from office before the expiration of his or her term at a meeting held on no less than 28 days’ notice and at which the director is entitled to be heard. The power of removal is without prejudice to any claim for damages for breach of contract (e.g. employment contract) that the director may have against Prothena in respect of his removal.

Prothena’s Articles of Association provide that the board of directors may fill any vacancy occurring on the board of directors. If Prothena’s board of directors fills a vacancy, the director’s term expires at the next annual general meeting. A vacancy on the board of directors created by the removal of a director may be filled by the shareholders at the meeting at which such director is removed and, in the absence of such election or appointment, the remaining directors may fill the vacancy.

Legal Name; Formation; Fiscal Year; Registered Office

Prothena Corporation plc, the current legal and commercial name of the Company, was incorporated in Ireland on September 26, 2012 as a private limited company, under the name “Neotope Corporation Limited”

121

(registration number 518146), and re-registered as a public limited company and changed its name to “Neotope Corporation plc” on October 25, 2012. On November 1, 2012, the shareholders of Prothena resolved, by way of special resolution, to change the name of the company to “Prothena Corporation plc”, and this was approved by the Irish Registrar of Companies on November 7, 2012. Prothena’s fiscal year ends on December 31st and Prothena’s registered address is 25-28 North Wall Quay, Dublin 1, Ireland.

Duration; Dissolution; Rights upon Liquidation

Prothena’s duration is unlimited. Prothena may be dissolved and wound up at any time by way of a shareholders’ voluntary winding up or a creditors’ winding up. In the case of a shareholders’ voluntary winding up, a special resolution of shareholders is required. Prothena may also be dissolved by way of court order on the application of a creditor, or by the Companies Registration Office as an enforcement measure where Prothena has failed to file certain returns.

If Prothena’s Articles of Association contain no specific provisions in respect of a dissolution or winding up, then, subject to the priorities of any creditors, the assets will be distributed to Prothena’s shareholders in proportion to the paid-up nominal value of the shares held. Prothena’s Memorandum and Articles of Association provide that the ordinary shareholders of Prothena are entitled to participate pro rata in a winding up.

Uncertificated Shares

Holders of Prothena’s ordinary shares that hold their ordinary shares electronically will have the right to require Prothena to issue certificates for their shares following the separation and distribution.

Stock Exchange Listing

Prothena intends to file a listing application with The Nasdaq Global Market. It is expected, following approval of the listing application, that the Prothena’s ordinary shares will be listed on The Nasdaq Global Market under the trading symbol “PRTA.” Prothena’s ordinary shares are not currently intended to be listed on the Irish Stock Exchange.

No Sinking Fund

Prothena’s ordinary shares have no sinking fund provisions.

Transfer and Registration of Shares

The transfer agent for Prothena’s ordinary shares is Computershare Trust Company, N.A. Its address is 250 Royall Street, Canton, MA 02021. As transfer agent, Computershare Trust Company, N.A. will maintain the share register, registration in which is determinative of ownership of ordinary shares of Prothena. An Irish based affiliate of the transfer agent, Computershare Investor Services (Ireland) Limited, will provide an inspection facility in Ireland for inspection and copying of Prothena’s register in accordance with the Companies Acts. A shareholder who holds shares beneficially is not the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for The Depository Trust Company) or other nominee is the holder of record of those shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares beneficially through a depository or other nominee will not be registered in Prothena’s official share register, as the depository or other nominee will remain the record holder of any such shares.

A written instrument of transfer is required under Irish law in order to register on Prothena’s official share register any transfer of shares (i) from a person who holds such shares directly to any other person, (ii) from a person who holds such shares beneficially but not directly to a person who holds such shares directly, or

122

(iii) from a person who holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is the record owner of the transferred shares. An instrument of transfer is also required for a shareholder who directly holds shares to transfer those shares into his or her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on Prothena’s official Irish share register. However, a shareholder who directly holds shares may transfer those shares into his or her own broker account (or vice versa) without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and the transfer is not made in contemplation of a sale of the shares.

Any transfer of Prothena’s ordinary shares that is subject to Irish stamp duty will not be registered in the name of the buyer unless an instrument of transfer is duly stamped and provided to the transfer agent. Prothena, in its absolute discretion and insofar as the Companies Acts or any other applicable law permit, may, or may provide that a subsidiary of Prothena will, pay Irish stamp duty arising on a transfer of Prothena’s ordinary shares on behalf of the transferee of such ordinary shares. If stamp duty resulting from the transfer of Prothena’s ordinary shares which would otherwise be payable by the transferee is paid by Prothena or any subsidiary of Prothena on behalf of the transferee, then in those circumstances, Prothena will, on its behalf or on behalf of its subsidiary (as the case may be), be entitled to (i) seek reimbursement of the stamp duty from the transferee, (ii) set-off the stamp duty against any dividends payable to the transferee of those ordinary shares and (iii) to claim a first and permanent lien on Prothena’s ordinary shares on which stamp duty has been paid by Prothena or its subsidiary for the amount of stamp duty paid. Prothena’s lien shall extend to all dividends paid on those ordinary shares. Parties to a share transfer may assume that any stamp duty arising in respect of a transaction in Prothena’s ordinary shares has been paid unless one or both of such parties is otherwise notified by Prothena or the transfer agent.

Prothena’s Articles of Association delegate to any director, the secretary or any assistant secretary of Prothena duly appointed (or such other person as may be appointed by the secretary for this purpose) the authority, on behalf of Prothena, to execute an instrument of transfer on behalf of a transferring party.

The directors may suspend registration of transfers from time to time, not exceeding 30 days in aggregate each year.

Irish Taxation and Stamp Duty Matters Relating to the Holding of Prothena Ordinary Shares

The information set out in these paragraphs is intended as a brief and general guide only based on current legislation and the current published practice of the Revenue Commissioners of Ireland. Legislative, administrative or judicial changes may modify the tax consequences described below. The statements do not constitute tax advice and are intended only as a general guide. This information relates only to the certain limited aspects of the Irish taxation treatment for the holders of Prothena ordinary shares. It is intended to apply only to persons are absolute beneficial holders of Prothena ordinary shares and who hold them as investments (and not as securities to be realised in the course of a trade). The information set out below may not apply to certain holders of Prothena ordinary shares such as dealers in securities, insurance companies and those holders who have (or are deemed to have) acquired their Prothena ordinary shares by virtue of an office or employment. Such persons may be subject to special rules. This summary is not exhaustive and shareholders should consult their own tax advisers as to the tax consequences in Ireland, or other relevant jurisdictions where we operate, including the acquisition, ownership and disposition of ordinary shares.

Stamp Duty

Irish stamp duty may be payable in respect of transfers of Prothena ordinary shares at the rate of 1%.

123

Shares Held Through The Depository Trust Company

Transfers of Prothena ordinary shares from a seller who holds shares through The Depository Trust Company (“DTC”) to a buyer who holds the acquired shares through DTC should not be subject to Irish stamp duty.

Shares Held Outside of The Depository Trust Company or Transferred Into or Out of The Depository Trust Company

A transfer of Prothena ordinary shares (i) by a seller who holds shares outside of DTC to any buyer, or (ii) by a seller who holds the shares through DTC to a buyer who holds the acquired shares outside of DTC, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the shares acquired, if higher) payable by the buyer.

A shareholder who holds Prothena ordinary shares outside of DTC may transfer those shares into DTC (or vice versa) without giving rise to Irish stamp duty provided there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and, at the time of the transfer into DTC (or out of DTC), there is no sale of the shares to a third party being contemplated by a beneficial owner. In order to benefit from this exemption from Irish stamp duty, the seller must confirm to us that there is no change in the ultimate beneficial ownership of the shares as a result of the transfer and there is no agreement for the sale of the shares by the beneficial owner to a third party being contemplated.

Payment of Stamp Duty

Prothena’s official share register is maintained in Ireland. Registration in this share register is determinative of shareholding. Only shareholders will be entitled to receive dividends. Subject to certain exceptions, only shareholders will be entitled to vote in our general meetings.

A written instrument of transfer is required under Irish law in order for a transfer of the legal ownership of shares to be registered on our official share register. Such instruments of transfer may be subject to Irish stamp duty, which must be paid prior to the official share register being updated. A holder of ordinary shares who holds shares through DTC will not be the legal owner of such shares (instead, the depository (for example, Cede & Co., as nominee for DTC) will be the holder of record of such shares). Accordingly, a transfer of shares from a person who holds such shares through DTC to a person who also holds such shares through DTC will not be registered in Prothena’s official share register, i.e., the nominee of the depository will remain the record holder of such shares.

As stated above, to the extent that stamp duty is due but has not been paid, Prothena may, in its absolute discretion, pay (or cause one of our affiliates to pay) the outstanding stamp duty in respect of a transfer of shares. Prothena’s articles of association provide that, in the event of any such payment, Prothena (i) may seek reimbursement from the transferor or transferee (at its discretion), (ii) may set-off the amount of the stamp duty against future dividends payable to the transferor or transferee (at its discretion), and (iii) will have a lien against the ordinary shares on which Prothena have paid stamp duty.

Irish Tax on Capital Gains

Disposal of Prothena ordinary shares. A liability to Irish tax on capital gains on a disposal of Prothena ordinary shares depends on the individual circumstances of each shareholder.

•

(i) Non-Irish resident shareholders:

Shareholders should not be subject to Irish tax on capital gains on a disposal of Prothena ordinary shares if such holders are neither resident nor ordinarily resident in Ireland and do not hold such shares in connection with a trade or business carried on by such holder in Ireland through a branch or agency.

124

•

(ii) Irish resident shareholders:

Shareholders who are resident or ordinarily resident in Ireland for tax purposes, or who hold their shares in connection with a trade or business carried on by such holder in Ireland through a branch or agency may be subject to Irish tax on capital gains at the rate of 30% if they dispose of Prothena ordinary shares. Shareholders falling into this category should consult their own tax advisers as to the tax consequences of such a disposal.

Dividends

Prothena does not currently intend to pay dividends to its shareholders. A payment of a dividend by an Irish resident entity is subject to dividend withholding tax at the current rate of 20% (subject to applicable exemptions).

Capital Acquisitions Tax

Irish capital acquisitions tax (“CAT”) is comprised of gift tax and inheritance tax. CAT could apply to a gift or inheritance of Prothena ordinary shares irrespective of the place of residence, ordinary residence or domicile of the parties. This is because Prothena ordinary shares are regarded as property situated in Ireland as Prothena’s share register must be held in Ireland. The person who receives the gift or inheritance has primary liability for CAT. CAT is levied at a rate of 30% above certain tax-free thresholds. The appropriate tax-free threshold is dependent upon (i) the relationship between the donor and the donee and (ii) the aggregation of the values of previous gifts and inheritances received by the donee from persons within the same category of relationship for CAT purposes.

125

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Articles of Association of Prothena limits the liability of the directors to the company and the shareholders to the fullest extent permitted by Irish law.

Under Irish law, Prothena may not exempt its directors from liability for negligence or a breach of duty. However, where a breach of duty has been established, directors may be statutorily exempted by an Irish court from personal liability for negligence or breach of duty if, among other things, the court determines that they have acted honestly and reasonably, and that they may be fairly excused as a result. In addition, Prothena intends to maintain directors’ and officers’ liability insurance against loss for these forms of liability.

Prothena expects to enter into indemnification agreements with our directors and certain executive officers. These agreements contain provisions that may require us, among other things, to indemnify these directors and executive officers against certain liabilities that may arise because of their status or service as directors or executive officers and advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

At present there is no pending litigation or proceeding involving any director or officer as to which indemnification is required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification.

126

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a registration statement on Form 10 with the SEC with respect to our ordinary shares being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits to the registration statement. For further information with respect to us and our ordinary shares, please refer to the registration statement, including its exhibits. Statements made in this information statement relating to any contract or other document are not necessarily complete, and if the contract or document is filed as an exhibit to the registration statement, you should refer to such exhibit for copies of the actual contract or document. Each such statement is qualified in all respects by reference to the applicable document.

You may review a copy of the registration statement, including its exhibits and schedules, at the SEC’s public reference room, located at 100 F Street, N.E., Washington, D.C. 20549, by calling the SEC at 1-800-SEC-0330 as well as on the Internet website maintained by the SEC at www.sec.gov. We also maintain an internet site at www.prothena.com. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement or in the Form 10.

As a result of the separation and distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, we will file periodic reports, proxy statements and other information with the SEC, which will be available on SEC’s website at www.sec.gov and in the SEC’s public reference room referred to above.

We intend to furnish holders of our ordinary shares with annual reports containing consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent registered public accounting firm.

You should rely only on the information contained in this information statement or to which we have referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

127

INDEX TO FINANCIAL STATEMENTS


Unaudited Pro Forma Condensed Carve-Out Combined Financial Statements			F-2
Unaudited Pro Forma Carve-out Combined Balance Sheet			F-3
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
Interim Unaudited Carve-out Combined Financial Statements
Unaudited Interim Condensed Carve-out Combined Statements of Operations			F-5
Unaudited Interim Condensed Carve-out Combined Balance Sheets			F-6
Unaudited Interim Condensed Carve-out Combined Statements of Cash Flows			F-7
Notes to the Unaudited Interim Condensed Carve-out Combined Financial Statements			F-8
Annual Audited Carve-out Combined Financial Statements
Report of Independent Registered Public Accounting Firm			F-16
Carve-out Combined Statements of Operations			F-17
Carve-out Combined Balance Sheets			F-18
Carve-out Combined Statements of Parent Company Equity			F-19
Carve-out Combined Statements of Cash Flows			F-20
Notes to the Annual Audited Carve-Out Combined Financial Statements			F-21

F-1

UNAUDITED PRO FORMA CONDENSED CARVE-OUT COMBINED FINANCIAL STATEMENTS

The pro forma adjustments and notes to the pro forma financial information give effect to the following transactions:

•

the cash investment by Elan of $99.0 million in the Prothena Subsidiaries;

•

the issuance of 99.99% of Prothena’s outstanding shares to holders of Elan ordinary shares and Elan ADSs in the distribution; and

•

the issuance by Prothena of approximately [ — ] ordinary shares to Elan in exchange for a cash payment of $26.0 million.

The unaudited pro forma carve-out combined balance sheet as of September 30, 2012 has been prepared as if the separation and distribution and related transactions had occurred on September 30, 2012. The pro forma adjustments are based on the best information available and assumptions that management believes are reasonable given the information available. While such adjustments are subject to change based upon the finalization of the terms of the separation and distribution and the underlying separation and distribution agreements, in management’s opinion, the pro forma adjustments are not expected to materially differ from the final adjustments. The unaudited condensed carve-out combined pro forma financial statements are for illustrative and information purposes only and are not intended to represent, or be indicative of, what Prothena’s operating results or financial position would have been had the Prothena Transactions occurred on the dates indicated.

Our pro forma net loss per basic and diluted share for the year ended December 31, 2011 and the nine months ended September 30, 2012 was $[ — ] and $[ — ], respectively. The computation of pro forma net loss per basic and diluted share assumes pro forma weighted-average shares outstanding of [ — ] million, which is equal to the distribution ratio of 1 Prothena ordinary share for every 41 Elan ordinary shares or Elan ADSs outstanding as of [ — ], 2012 and the [ — ] million ordinary shares issued to Elan in connection with the separation and distribution.

The following summary historical and unaudited pro forma combined financial data should be read in conjunction with “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Arrangements Between Elan and Prothena,” and historical financial statements and related notes included elsewhere in this information statement.

F-2

The unaudited pro forma carve-out combined financial statements should not be an indicator of our financial condition or results of operations as of any future dates or for any future period.

Unaudited Pro Forma Combined Balance Sheet

September 30, 2012


	Actual At September 30, 2012			Pro Forma Adjustments			Pro Forma Consolidated Balance Sheet
Current assets:
Cash and cash equivalents	$	—		$	125.0	(1)	$	125.0
Prepaid and other current assets		0.1			—			0.1

Total current assets	$	0.1		$	125.0		$	125.1

Non-current Assets:
Property, plant and equipment, net		2.5			—			2.5
Intangible assets, net		0.1			—			0.1
Other assets		0.9			(0.9	)(2)		—

Total assets	$	3.6		$	124.1		$	127.7

Current Liabilities:
Accounts payable		—			—			—
Accrued and other current liabilities		4.8			(3.1	)(3)		1.7

Total current liabilities		4.8			(3.1	)		1.7
Other non-current liabilities		1.9			(1.9	)(2)		—

Total liabilities	$	6.7		$	(5.0	)	$	1.7

Share capital		—			0.4	(4)		0.4
Additional paid-in capital		—			125.6	(4)(5)		125.6
Parent company equity		(3.1	)	$	3.1	(5)		—

Parent company and shareholders’ equity	$	(3.1	)	$	129.1		$	126.0

Total liabilities and parent company equity (shareholders’ equity pro forma)	$	3.6		$	124.1		$	127.7

Notes:

(1)

Amount represents the pro forma cash investment by Elan of $99.0 million and the consideration received of $26.0 for the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscribed for by a wholly-owned subsidiary of Elan as of September 30, 2012.

(2)

(3)

(4)

F-3

outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscribed for by a wholly-owned subsidiary of Elan and (iv) the cash investment by Elan of $99.0 million in the Prothena Subsidiaries.

The pro forma adjustment to additional paid-in capital is equal to the amount of net assets transferred by Elan to Prothena of $1.0 million (taking account of the current liabilities that will not transfer to Prothena); the consideration of $26.0 million for the 18% of the outstanding ordinary shares of Prothena (as calculated immediately following the consummation of such subscription) subscribed for by a wholly-owned subsidiary of Elan; the cash investment by Elan of $99.0 million in the Prothena Subsidiaries; the reclassification of parent company equity to additional paid-in capital less the nominal value of the shares issued of $0.4 million.

(5)	Amount represents the reclassification of Elan’s parent company equity to additional paid-in capital.

F-4

Prothena Corporation plc

Unaudited Interim Condensed Carve-out Combined Statements of Operations

For the Nine Month Periods Ended September 30, 2012 and 2011


			Nine Months Ended September 30,
	Notes		2012			2011
			(in millions)
Revenue (arising from related party transactions)			$	2.1		$	0.4
Operating expenses:
Research and development expenses				24.3			15.9
General and administrative expenses (including $5.8 million of allocated central support costs from related parties for the nine months ended September 30, 2012 (2011: $3.0 million))				7.0			4.2

Total operating expenses				31.3			20.1

Operating loss and net loss before income taxes				(29.2	)		(19.7	)
Provision for income taxes		3		—			0.4

Net loss			$	(29.2	)	$	(20.1	)

The accompanying notes are an integral part of these Unaudited Interim Condensed Carve-out Combined Financial Statements. Details of our related party transactions are set out in Note 7 of these Unaudited Interim Condensed Carve-out Combined Financial Statements.

F-5

Prothena Corporation plc

Unaudited Interim Condensed Carve-out Combined Balance Sheets

As of September 30, 2012 and December 31, 2011


	Notes		September 30, 2012			December 31, 2011
			(in millions)
ASSETS
Current Assets:
Prepaid and other current assets			$	0.1		$	0.1

Total current assets				0.1			0.1
Non-Current Assets:
Property, plant and equipment, net				2.5			2.5
Intangible assets, net				0.1			0.1
Other non-current assets				0.9			0.9

Total assets			$	3.6		$	3.6

LIABILITIES AND PARENT COMPANY EQUITY
Current Liabilities:
Accounts payable			$	—		$	0.4
Accruals and other current liabilities		4		4.8			7.9

Total current liabilities				4.8			8.3
Other non-current liabilities		4		1.9			1.7

Total liabilities				6.7			10.0

Parent company equity				(3.1	)		(6.4	)

Total liabilities and parent company equity			$	3.6		$	3.6

The accompanying notes are an integral part of these Unaudited Interim Condensed Carve-out Combined Financial Statements. Details of our commitments and contingencies are set out in Note 6 to these

Unaudited Interim Condensed Carve-out Combined Financial Statements.

F-6

Prothena Corporation plc

Unaudited Interim Condensed Carve-out Combined Statements of Cash Flows

For the Nine Month Periods Ended September 30, 2012 and 2011


	Nine Months Ended September 30,
	2012			2011
	(in millions)
Cash flows from operating activities:
Net loss	$	(29.2	)	$	(20.1	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		0.2			0.5
Share-based compensation		5.8			2.4
Net changes in assets and liabilities:
Increase in prepaid and other assets		—			(0.1	)
(Decrease)/increase in accounts payable and accruals and other liabilities		(3.4	)		3.0

Net cash used in operating activities		(26.6	)		(14.3	)

Cash flows from investing activities:
Purchase of property, plant and equipment		(0.2	)		(0.3	)

Net cash used in investing activities		(0.2	)		(0.3	)

Cash flows from financing activities:
Net funding provided by Elan		26.8			14.6

Net cash provided by financing activities	$	26.8		$	14.6

Net increase/(decrease) in cash and cash equivalents		—			—

Cash and cash equivalents at beginning of period		—			—

Cash and cash equivalents at end of period		—			—

The accompanying notes are an integral part of these Unaudited Interim Condensed Carve-out Combined Financial Statements.

F-7

Prothena Corporation plc

NOTES TO THE UNAUDITED INTERIM CONDENSED CARVE-OUT COMBINED FINANCIAL STATEMENTS

1. Description of Business

Prothena Corporation plc (“Prothena”) is a newly formed, public limited company incorporated in Ireland that was created for the purpose of completing the series of transactions by which Elan will separate its Prothena Business from Elan’s other businesses. Prothena’s business consists of a substantial portion of Elan Corporation, plc’s former drug discovery business platform, including the following former wholly owned subsidiaries of Elan and related tangible assets and liabilities, which we refer to as the “Prothena Business:”

•

AL and AA forms of amyloidosis, complex diseases caused by tissue deposition of misfolded proteins that result in progressive organ damage;

•

Parkinson’s disease and related synucleinopathies; and

•

Autoimmune disease and metastatic cancers such as melanoma in which melanoma cell adhesion molecule (“MCAM”) mediated cell adhesion may contribute to disease pathology or progression.

•

Onclave Therapeutics Limited (“Onclave”) . Onclave, a wholly-owned subsidiary of Neotope Biosciences, is engaged in the development of our lead program NEOD001, which is being evaluated for the potential treatment of AL amyloidosis. In 2012, Onclave was granted orphan drug designation of NEOD001 by the United States Food and Drug Administration (“FDA”). The FDA may grant orphan drug designation to potential therapeutics intended to treat a rare disease or condition that affects fewer than 200,000 individuals in the United States, which means that, if an applicant is the first to receive FDA approval for a particular active ingredient to treat a particular disease for which it was granted orphan drug designation, the FDA may not approve any other applications to market the same drug for the same orphan indication, except in limited circumstances, for seven years. In September 2012, Onclave filed an Investigational New Drug Application (“IND”) with the FDA for NEOD001 for AL amyloidosis. In October 2012, the FDA accepted the IND for NEOD001, allowing Onclave to proceed with plans to test NEOD001 in a phase 1 clinical trial. Onclave expects to initiate a phase 1 clinical trial of NEOD001 in AL amyloidosis patients in early 2013.

•

The separation of the Prothena Business is subject to conditions, including approval by the shareholders of Elan Corporation, plc. If the transaction is effected, Elan expects there to be a separate listing of Prothena on a U.S. exchange, by the end of 2012.

F-8

All references to “we,” “our,” or “us” in these Unaudited Interim Condensed Carve-out Combined Financial Statements refer to the Prothena Business. Elan Corporation, plc and its consolidated subsidiaries are collectively referred to herein as “Elan”.

2. Significant Accounting Policies

The following accounting policies have been applied in the preparation of these Unaudited Interim Condensed Carve-out Combined Financial Statements.

(a) Basis of preparation and presentation of financial information

The Prothena Business has historically operated as part of Elan and not as a separate stand-alone entity. The Unaudited Interim Condensed Carve-out Combined Financial Statements of the Prothena Business have been prepared on a “carve-out” basis from the consolidated financial statements of Elan to represent the financial position and performance of the Prothena Business as if the Prothena Business had existed on a stand-alone basis during each of the nine month periods ended September 30, 2012 and September 30, 2011 for statement of operations and cash flow statement amounts and as of September 30, 2012 and December 31, 2011 for balance sheet amounts; and as if Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 810, “Consolidation,” had been applied throughout. The Unaudited Interim Condensed Carve-out Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), by aggregating financial information from the components of the Prothena Business described in Note 1. The Unaudited Interim Condensed Carve-out Combined Financial Statements include all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading.

The accompanying Unaudited Interim Condensed Carve-out Combined Financial Statements of Prothena only include assets and liabilities that management have determined are specifically identifiable with the Prothena Business and allocations of direct costs and indirect costs attributable to operations of the Prothena Business. Indirect costs relate to certain support functions that are provided on a centralized basis within Elan.

The support functions provided to us by Elan include, but are not limited to:

•

Accounting, information technology, taxation, legal, corporate strategy, investor relations, corporate governance and other professional services;

•

Employee benefit administration, including equity award and pension services; and

•

Cash and treasury management.

Central support costs of the Prothena Business for the nine month period ended September 30, 2012 amounted to $5.8 million (2011: $3.0 million). These costs have been allocated to the Prothena Business for the purposes of preparing the Unaudited Interim Condensed Carve-out Combined Financial Statements based on estimated usage of the resources by us. The estimated usage of the central support resources by the Prothena Business has been determined by estimating our portion of the most appropriate driver of each category of central support costs such as headcount and labor hours, depending on the nature of the costs. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Prothena Business had been operated on a standalone basis.

Elan has an equity award program which provides for the issuance of share options, restricted stock units (“RSUs”) and other equity awards to its employees, including employees that have directly and indirectly provided service to the Prothena Business. The share-based payment compensation expense recognized in these Unaudited Interim Condensed Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and allocations of indirect expenses that have been deemed attributable to the Prothena Business.

F-9

Elan uses a centralized approach to manage substantially all of its liquid resources and to finance its operations and, as a result, no separate cash accounts for the Prothena Business were historically maintained, and debt and liquid resources maintained at the Elan group level are not included in the accompanying Unaudited Interim Condensed Carve-out Combined Financial Statements. Liquid resources are defined as the total of cash and cash equivalents, current restricted cash and current investment securities. Elan has historically funded all of our operating and capital resource requirements.

The parent company equity balance in the Unaudited Interim Condensed Carve-out Combined Financial Statements constitutes Elan’s investment in the Prothena Business and represents the excess of total liabilities over total assets (or excess of total assets over total liabilities), including the netting of intercompany funding balances between us and Elan. Changes in parent company equity represent Elan’s net investment in us, after giving effect to our net loss, contributions from Elan in the form of share-based compensation to our employees and net funding provided by Elan.

The tax amounts in the Unaudited Interim Condensed Carve-out Combined Financial Statements have been calculated as if the Prothena Business was a separate taxable entity and consistent with the asset and liability method prescribed in ASC 740 “Income Taxes,” (“ASC 740”).

The Unaudited Interim Condensed Carve-out Combined Financial Statements of Prothena are presented in U.S. dollars ($), which is the functional currency of the Prothena Business, and have been prepared on a going concern basis. As part of the separation, Elan intends to make a net cash investment in the Prothena Subsidiaries, which is expected to be used by Prothena to fund working capital expenses and for other general corporate purposes. Elan also intends to make a cash payment to Prothena to subscribe for 18% of the outstanding ordinary shares of Prothena. Immediately following the net cash investment and the issuance of 18% of Prothena’s outstanding ordinary shares to Elan (as calculated immediately following the consummation of such subscription), we expect that we will have approximately $125 million in cash and cash equivalents, which we believe will provide us with sufficient liquidity and capital resources to meet our cash needs through approximately June 30, 2015. On this basis, we believe that Prothena has adequate resources to continue in operational existence for at least the next 12 months and that it is appropriate to continue to adopt the going concern basis in preparing these Unaudited Interim Condensed Carve-out Combined Financial Statements.

(b) Use of estimates

The preparation of the Unaudited Interim Condensed Carve-out Combined Financial Statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources. Estimates are used in determining items such as the carrying amounts of property, plant and equipment and the fair value of share-based compensation, among other items. Because of the uncertainties inherent in such estimates, actual results may differ materially from these estimates.

(c) Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is computed using the straight-line method based on estimated useful lives as follows:


Leasehold improvements		Shorter of expected useful life or lease term
Plant and equipment		3-10 years

F-10

tested for possible impairment, we compare undiscounted cash flows expected to be generated by an asset to the carrying amount of the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. We determine fair value using the income approach based on the present value of expected cash flows. Our cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors.

(d) Leasing

Rentals on operating leases are charged to expense on a straight-line basis over the period of the lease.

(e) Revenue

Revenue recorded in the statements of operations is comprised of fees earned from the provision of research and development (“R&D”) services to Elan. R&D services that the Prothena Business provides to Elan relate to non-clinical research support for Elan’s ELND005 program, primarily in the areas of safety, toxicology and regulatory. The fees charged to Elan were calculated based on the expenses incurred by the Prothena Business in the provision of those R&D services, plus a mark-up of those expenses.

Revenue is recognized when earned and non-refundable, and when we have no future obligation with respect to the revenue, in accordance with the terms prescribed in the applicable contract. Advance payments received in excess of amounts earned are classified as deferred revenue until earned. We defer and amortize up-front fees to the income statement over the performance period. The performance period is the period over which we expect to provide services as determined by the contract provisions.

(f) Research and development

R&D costs are expensed as incurred. Costs to acquire intellectual property, product rights and other similar intangible assets are capitalized and amortized on a straight-line basis over the estimated useful life of the asset. The method of amortization chosen best reflects the manner in which individual intangible assets are consumed.

(g) Taxation

Income taxes reflected in these financial statements have been calculated as if the business were a separate taxable group and consistent with the asset and liability method prescribed by ASC 740.

Deferred tax assets (“DTAs”) and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using the enacted tax rates projected to be in effect for the year in which the differences are expected to reverse. DTAs are recognized for the expected future tax consequences, for all deductible temporary differences and operating loss carryforwards. A valuation allowance is required for DTAs if, based on available evidence, it is more likely than not that all or some of the asset will not be realized due to the inability to generate sufficient future taxable income.

Significant estimates are required in determining our provision for income taxes. Some of these estimates are based on management’s interpretations of jurisdiction-specific tax laws or regulations. Various internal and external factors may have favorable or unfavorable effects on the future effective income tax rate of the business. These factors include, but are not limited to, changes in tax laws, regulations and/or rates, changing interpretations of existing tax laws or regulations, changes in estimates of prior years’ items, past and future levels of R&D spending and changes in overall levels of income before taxes.

F-11

that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are accounted for in income tax expense.

(h) Share-based compensation

Elan has an equity award program which provides for the issuance of share options, RSUs and other equity awards to its employees, including employees that have directly and indirectly provided service to the Prothena Business. The share-based payment compensation expense recognized in these Unaudited Interim Condensed Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and allocations of indirect expenses that have been deemed attributable to the Prothena Business.

Share-based compensation cost for stock options and ordinary shares issued under Elan’s EEPP is estimated at the grant date based on each option’s fair value as calculated using an option-pricing model. Share-based compensation cost for RSUs is measured based on the closing fair market value of Elan’s ordinary shares on the date of grant. The value of awards expected to vest is recognized as an expense over the requisite service periods.

Estimating the fair value of share-based awards as of the grant or vest date using an option-pricing model, such as the binomial model, is affected by Elan’s share price as well as assumptions regarding a number of complex variables. These variables include, but are not limited to, the expected share price volatility over the term of the awards, risk-free interest rates, and actual and projected employee exercise behaviors.

(i) Contingencies

We assess the likelihood of any adverse outcomes to contingencies, including legal matters, as well as the potential range of probable losses. We record accruals for such contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. If an unfavorable outcome is probable, but the amount of the loss cannot be reasonably estimated, we estimate the range of probable loss and accrue the most probable loss within the range. If no amount within the range is deemed more probable, we accrue the minimum amount within the range. If neither a range of loss nor a minimum amount of loss is estimable, then appropriate disclosure is provided, but no amounts are accrued.

3. Income Taxes

Income taxes reflected in these Unaudited Interim Condensed Carve-out Combined Financial Statements have been calculated as if the Prothena Business was a separate taxable group and consistent with the asset and liability method prescribed by ASC 740.

The following table sets forth the details of the provision for income taxes for the nine month periods ended September 30 (in millions):


	Nine Months Ended September 30,
	2012		2011
Irish corporation tax — current	$	—	$	—
U.S. foreign taxes — current		—		0.4
U.S. foreign taxes — deferred		—		—

Provision for income taxes	$	—	$	0.4

F-12

The overall tax provision for the period ended September 30, 2012 was $Nil (2011: $0.4 million). The tax provision in the nine months ended September 30, 2011 was allocated to ordinary activities and reflects U.S. and State taxes.

No current tax liabilities have been recognized on the balance sheet as it is assumed that they have been settled as they arose.

The effective tax rate differs from the Irish statutory tax rate of 12.5% for the nine month periods ended September 30 as follows (in millions):


	Nine Months Ended September 30,
	2012			2011
Irish standard tax rate		12.5	%		12.5	%
Taxes at the Irish standard rate	$	(3.7	)	$	(2.5	)
U.S. foreign income at rates other than the Irish standard rate		(0.5	)		0.6
Losses for which no deferred tax asset is recognized		3.7			2.5
Share based payments		0.5			0.2
Research & development tax credit		—			(0.4	)

Provision for income taxes	$	—		$	0.4

For the nine month periods ended September 30, the distribution of losses before provision for income taxes by geographical area was as follows (in millions):


	Nine Months Ended September 30,
	2012			2011
Ireland	$	(24.8	)	$	(18.9	)
U.S.		(4.4	)		(0.8	)

Loss before provision for income taxes	$	(29.2	)	$	(19.7	)

Deferred Tax

Deferred tax assets and deferred tax liabilities at September 30, 2012 and December 31, 2011 were as follows (in millions):


	September 30, 2012			December 31, 2011
Deferred tax liabilities	$	—		$	—
Deferred tax assets		13.4			7.7
Valuation allowance		(13.4	)		(7.7	)

Net deferred tax asset	$	—		$	—

A full valuation allowance has been recognized in relation to all deferred tax assets (which relate primarily to Irish net operating losses and U.S. share based compensation), as the recoverability of the deferred tax assets is uncertain. The valuation allowance recorded against the DTAs as of September 30, 2012 was $13.4 million (2011: $7.7 million). The net change in valuation allowance during the nine month period ended September 30, 2012 was an increase of $5.7 million, relating primarily to Irish net operating losses and U.S. share based payments.

At September 30, 2012, certain of Prothena’s Irish subsidiaries had net operating loss carryovers for income tax purposes of $75.2 million. These can be carried forward indefinitely but are limited to the same trade/trades.

There were no material unrecognized tax benefits at September 30, 2012.

F-13

The major taxing jurisdictions for the Prothena Business are Ireland and the United States. The tax years 2007 to 2011 remain subject to examination by the respective taxing authorities of each jurisdiction.

The current and deferred tax charges/(benefits) and the related tax disclosures set out above are not necessarily representative of the tax charges/(benefits) that may arise in the future.

4. Accruals and Other Current Liabilities, and Other Long-Term Liabilities

Accruals and other current liabilities at September 30, 2012 and December 31, 2011 consisted of the following (in millions):


	September 30, 2012		December 31, 2011
Clinical accruals	$	3.0	$	5.5
Payroll and related taxes		1.4		2.0
Legal accruals		0.2		0.1
Other creditors		0.1		0.2
Other accruals		0.1		0.1

Total accruals and other current liabilities	$	4.8	$	7.9

Other long-term liabilities at September 30, 2012 and December 31, 2011 consisted of the following (in millions):


	September 30, 2012		December 31, 2011
Deferred rent	$	1.0	$	1.0
Deferred compensation		0.9		0.7

Total other long-term liabilities	$	1.9	$	1.7

5. Share-based Compensation

The share-based payment compensation expense recognized in these Unaudited Interim Condensed Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and an allocation of indirect expenses that have been deemed attributable to the Prothena Business. Equity awards made by Elan are settled through the issuance of new shares and are recognized in the Unaudited Interim Condensed Carve-out Combined Financial Statements as equity settled share-based compensation.

The total net expense of $7.0 million (2011: $2.9 million) relating to equity-settled share-based compensation for the Prothena Business has been recognized in the following line items in the Unaudited Interim Condensed Carve-out Combined Financial Statements in the nine month periods ended September 30, (in millions):


	Nine Months Ended September 30,
	2012		2011
Research and development expenses — direct	$	5.8	$	2.4

Total direct expense		5.8		2.4
General and administrative expenses — allocated		1.2		0.5

Total	$	7.0	$	2.9

F-14

Share-based compensation arose under the following awards (in millions):


	Nine Months Ended September 30,
	2012		2011
RSUs	$	3.3	$	1.4
Stock options		2.5		1.0

Share-based compensation expense — direct		5.8		2.4
Share-based compensation expense — allocated		1.2		0.5

Total	$	7.0	$	2.9

6. Commitments and Contingencies

For a discussion of our commitments and contingencies, please read Note 13 to our Carve-out Combined Financial Statements for the year ended December 31, 2011. Our commitments and contingencies as of September 30, 2012 have not materially changed from the date of that report.

7. Related Parties

All intra group transactions within the Prothena Business have been eliminated in the Unaudited Interim Condensed Carve-Out Combined Financial Statements and are not disclosed.

As previously discussed in Note 2(a), we have certain related party relationships with other subsidiaries of Elan, primarily the provision of central support functions by Elan to Prothena and the provision by Prothena of certain R&D services to Elan.

Elan provides certain central support functions to us including, but not limited to:

•

Accounting, information technology, taxation, legal, corporate strategy, investor relations, corporate governance and other professional services;

•

Employee benefit administration, including equity award and pension services; and

•

Cash and treasury management.

Central support costs have been allocated to the Prothena Business based on estimated usage of the resources for the purposes of preparing the Unaudited Interim Condensed Carve-out Combined Financial Statements. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Prothena Business operated on a stand-alone basis. The amount recorded in the Unaudited Interim Condensed Carve-out Combined Statement of Operations in respect of such support activities in the nine month period ended September 30, 2012, was $5.8 million (2011: $3.0 million).

As previously discussed in Note 2(e), we provide R&D services to Elan. R&D services that the Prothena Business provides to Elan relate to non-clinical research support for Elan’s ELND005 program, primarily in the areas of safety, toxicology and regulatory. The fees charged to Elan are calculated based on the expenses incurred by the Prothena Business in the provision of those R&D services, plus a mark-up of those expenses. The revenue earned by the Prothena Business in the nine month period ended September 30, 2012, of $2.1 million (2010: $0.4 million) was entirely comprised of fees arising from the R&D services provided to Elan.

8. New Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

F-15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of Elan Corporation, plc

We have audited the accompanying carve-out combined financial statements of the Prothena Business, which comprises the carve-out combined balance sheets as at December 31, 2011 and 2010, and the carve-out combined statements of operations, parent company equity and cash flows for each of the years in the three-year period ended December 31, 2011 (together and hereinafter, the “Combined Financial Statements”). These Combined Financial Statements are the responsibility of the management of Elan Corporation, plc. Our responsibility is to express an opinion on these Combined Financial Statements based on our audit.

We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Combined Financial Statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Combined Financial Statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the Combined Financial Statements referred to above present fairly, in all material respects, the financial position of the Prothena Business as at December 31, 2011 and 2010 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2011, in accordance with U.S. generally accepted accounting principles.

KPMG

Chartered Accountants

Dublin, Ireland

October 1, 2012

F-16

Prothena Corporation plc

Carve-out Combined Statements of Operations

For the Years Ended December 31, 2011, 2010 and 2009


	Notes		2011			2010			2009
			(in millions)
Revenue (arising from related party transactions)			$	0.5		$	1.2		$	2.5

Operating expenses:
Research and development expenses				24.2			9.8			3.0
General and administrative expenses (including $4.0 million of allocated central support costs from related parties for 2011 (2010: $2.8 million; 2009: $0.7 million))				5.6			3.6			0.7

Total operating expenses				29.8			13.4			3.7

Operating loss and net loss before income taxes				(29.3	)		(12.2	)		(1.2	)
Provision for income taxes		4		0.5			0.3			0.1

Net loss			$	(29.8	)	$	(12.5	)	$	(1.3	)

The accompanying notes are an integral part of these Carve-out Combined Financial Statements. The Prothena Business had no other items of income or expense during the current or prior years and therefore no separate statement of comprehensive income/(loss) is presented. Details of our commitments and contingencies are set out in Note 13 of these Carve-out Combined Financial Statements. Details of our related party transactions are set out in Note 14 of these Carve-out Combined Financial Statements.

F-17

Prothena Corporation plc

Carve-out Combined Balance Sheets

As of December 31, 2011 and 2010


	Notes		2011			2010
			(in millions)
ASSETS
Current Assets:
Prepaid and other current assets			$	0.1		$	—

Total current assets				0.1			—
Non-Current Assets:
Property, plant and equipment, net		5		2.5			2.4
Intangible assets, net		6		0.1			—
Other non-current assets		7		0.9			0.9

Total assets			$	3.6		$	3.3

LIABILITIES AND PARENT COMPANY EQUITY
Current Liabilities:
Accounts payable			$	0.4		$	0.1
Accrued and other current liabilities		8		7.9			1.7

Total current liabilities				8.3			1.8
Other non-current liabilities		8		1.7			1.4

Total liabilities				10.0			3.2

Parent company equity				(6.4	)		0.1

Total liabilities and parent company equity			$	3.6		$	3.3

The accompanying notes are an integral part of these Carve-out Combined Financial Statements.

F-18

Prothena Corporation plc

Carve-out Combined Statements of Parent Company Equity

For the Years Ended December 31, 2011, 2010 and 2009


	Total Parent Company Equity (in millions)
Balance at December 31, 2008	$	—

Net loss		(1.3	)
Share-based compensation		0.1
Net funding provided by Elan		0.5

Balance at December 31, 2009		(0.7	)
Net loss		(12.5	)
Share-based compensation		1.6
Net funding provided by Elan		11.7

Balance at December 31, 2010		0.1
Net loss		(29.8	)
Share-based compensation		3.0
Net funding provided by Elan		20.3

Balance at December 31, 2011	$	(6.4	)

The accompanying notes are an integral part of these Carve-out Combined Financial Statements.

F-19

Prothena Corporation plc

Carve-out Combined Statements of Cash Flows

For the Years Ended December 31, 2011, 2010 and 2009


	2011			2010			2009
	(in millions)
Cash flows from operating activities:
Net loss	$	(29.8	)	$	(12.5	)	$	(1.3	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		0.4			0.2			—
Share-based compensation		3.0			1.6			0.1
Net changes in assets and liabilities:
Increase in other assets		(0.1	)		(0.1	)		(0.8	)
Increase in accounts payable and accruals and other liabilities		6.8			1.7			1.5

Net cash used in operating activities		(19.7	)		(9.1	)		(0.5	)
Cash flows from investing activities:
Purchase of property, plant and equipment		(0.5	)		(2.6	)		—
Purchase of intangible assets		(0.1	)		—			—

Net cash used in investing activities		(0.6	)		(2.6	)		—
Cash flows from financing activities:
Net funding provided by Elan		20.3			11.7			0.5

Net cash provided by financing activities		20.3			11.7			0.5
Net increase/(decrease) in cash and cash equivalents		—			—			—
Cash and cash equivalents at beginning of year		—			—			—

Cash and cash equivalents at end of year		—			—			—

The accompanying notes are an integral part of these Carve-out Combined Financial Statements.

F-20

Prothena Corporation plc

Notes to the Carve-Out Combined Financial Statements

1. Description of Business

•

AL and AA forms of amyloidosis, complex diseases caused by tissue deposition of misfolded proteins that result in progressive organ damage;

•

Parkinson’s disease and related synucleinopathies; and

•

Autoimmune disease and metastatic cancers such as melanoma in which melanoma cell adhesion molecule (“MCAM”) mediated cell adhesion may contribute to disease pathology or progression.

•

Onclave Therapeutics Limited (“Onclave”) . Onclave, a wholly-owned subsidiary of Neotope Biosciences, is engaged in the development of our lead program NEOD001, which is being evaluated for the potential treatment of AL amyloidosis. In 2012, Onclave was granted orphan drug designation of NEOD001 by the United States Food and Drug Administration (“FDA”). The FDA may grant orphan drug designation to potential therapeutics intended to treat a rare disease or condition that affects fewer than 200,000 individuals in the United States, which means that, if an applicant is the first to receive FDA approval for a particular active ingredient to treat a particular disease for which it was granted orphan drug designation, the FDA may not approve any other applications to market the same drug for the same orphan indication, except in limited circumstances, for seven years. In September 2012, Onclave filed an Investigational New Drug Application (“IND”) with the FDA for NEOD001 for AL amyloidosis. In October 2012, the FDA accepted the IND for NEOD001, allowing Onclave to proceed with plans to test NEOD001 in a phase 1 clinical trial. Onclave expects to initiate a phase 1 clinical trial of NEOD001 in AL amyloidosis patients in early 2013.

•

All references to “we,” “our,” or “us” in these Carve-out Combined Financial Statements refer to the Prothena Business. Elan Corporation, plc and its consolidated subsidiaries are collectively referred to herein as “Elan”.

F-21

2. Significant Accounting Policies

The following accounting policies have been applied in the preparation of these Carve-out Combined Financial Statements.

(a) Basis of preparation and presentation of financial information

The Prothena Business has historically operated as part of Elan and not as a separate stand-alone entity. The Carve-out Combined Financial Statements of the Prothena Business have been prepared on a “carve-out” basis from the consolidated financial statements of Elan to represent the financial position and performance of the Prothena Business as if the Prothena Business had existed on a stand-alone basis during each of the fiscal years ended December 31, 2011, December 31, 2010 and December 31, 2009 for statement of operations and cash flow statement amounts and as of December 31, 2011 and December 31, 2010 for balance sheet amounts; and as if Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 810, “Consolidation,” had been applied throughout. The Carve-out Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), by aggregating financial information from the components of the Prothena Business described in Note 1.

The accompanying Carve-out Combined Financial Statements of Prothena only include assets and liabilities that management have determined are specifically identifiable with the Prothena Business, and allocations of direct costs and indirect costs attributable to operations of the Prothena Business. Indirect costs relate to certain support functions that are provided on a centralized basis within Elan.

The support functions provided to us by Elan include, but are not limited to:

•

Accounting, information technology, taxation, legal, corporate strategy, investor relations, corporate governance and other professional services;

•

Employee benefit administration, including equity award and pension services; and

•

Cash and treasury management.

Central support costs of the Prothena Business for the fiscal year ended December 31, 2011 amounted to $4.0 million (2010: $2.8 million; 2009: $0.7 million). These costs have been allocated to the Prothena Business for the purposes of preparing the Carve-out Combined Financial Statements based on estimated usage of the resources by us. The estimated usage of the central support resources by the Prothena Business has been determined by estimating our portion of the most appropriate driver of each category of central support costs such as headcount and labor hours depending on the nature of the costs. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Prothena Business had been operated on a standalone basis.

Elan has an equity award program which provides for the issuance of share options, restricted stock units (RSUs) and other equity awards to its employees, including employees that have directly and indirectly provided services to the Prothena Business. The share-based payment compensation expense recognized in these Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and allocations of indirect expenses that have been deemed attributable to the Prothena Business.

Elan uses a centralized approach to manage substantially all of its liquid resources and to finance its operations and, as a result, no separate cash accounts for the Prothena Business were historically maintained, and debt and liquid resources maintained at the Elan group level are not included in the accompanying Carve-out Combined Financial Statements. Liquid resources are defined as the total of cash and cash equivalents, current restricted cash and current investment securities. Elan has historically funded all of our operating and capital resource requirements.

F-22

The parent company equity balance in the Carve-out Combined Financial Statements constitutes Elan’s investment in the Prothena Business and represents the excess of total liabilities over total assets (or excess of total assets over total liabilities), including the netting of intercompany funding balances between us and Elan. Changes in parent company equity represent Elan’s net investment in us, after giving effect to our net loss, contributions from Elan in the form of share-based compensation to our employees and net funding provided by Elan.

The tax amounts in the Carve-out Combined Financial Statements have been calculated as if the Prothena Business was a separate taxable entity and consistent with the asset and liability method prescribed in ASC 740 “Income Taxes,” (“ASC 740”).

The Carve-out Combined Financial Statements of Prothena are presented in U.S. dollars ($), which is the functional currency of the Prothena Business, and have been prepared on a going concern basis. As part of the separation, Elan intends to make a net cash investment in the Prothena Subsidiaries, which is expected to be used by Prothena to fund working capital expenses and for other general corporate purposes. Elan also intends to make a cash payment to Prothena to subscribe for 18% of the outstanding ordinary shares of Prothena. Immediately following the net cash investment and the issuance of 18% of Prothena’s ordinary shares to Elan, we expect that we will have approximately $125 million in cash and cash equivalents, which we believe will provide us with sufficient liquidity and capital resources to meet our cash needs through approximately June 30, 2015. On this basis, we believe that Prothena has adequate resources to continue in operational existence for at least the next 12 months and that it is appropriate to continue to adopt the going concern basis in preparing these Carve-out Combined Financial Statements.

(b) Use of estimates

The preparation of the Carve-out Combined Financial Statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying amounts of assets and liabilities that are not readily apparent from other sources. Estimates are used in determining items such as the carrying amounts of property, plant and equipment and the fair value of share-based compensation, among other items. Because of the uncertainties inherent in such estimates, actual results may differ materially from these estimates.

(c) Property, plant and equipment


Leasehold improvements		Shorter of expected useful life or lease term
Plant and equipment		3-10 years

Property, plant and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require that a long-lived asset is tested for possible impairment, we compare undiscounted cash flows expected to be generated by an asset to the carrying amount of the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. We determine fair value using the income approach based on the present value of expected cash flows. Our cash flow assumptions consider historical and forecasted revenue and operating costs and other relevant factors.

(d) Leasing

Rentals on operating leases are charged to expense on a straight-line basis over the period of the lease.

F-23

(e) Revenue

Revenue recorded in the statements of operations is comprised of fees earned from the provision of research and development services to Elan. R&D services that the Prothena Business provides to Elan relate to non-clinical research support for Elan’s ELND005 program, primarily in the areas of safety, toxicology and regulatory. The fees charged to Elan were calculated based on the expenses incurred by the Prothena Business in the provision of those R&D services, plus a mark-up of those expenses.

(f) Research and development

(g) Taxation

Income taxes reflected in these financial statements have been calculated as if the business were a separate taxable group and consistent with the asset and liability method prescribed by ASC 740.

The tax benefit from an uncertain tax position is recognized only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties related to unrecognized tax benefits are accounted for in income tax expense.

(h) Share-based compensation

Elan has an equity award program which provides for the issuance of share options, RSUs and other equity awards to its employees, including employees that have directly and indirectly provided services to the Prothena Business. The share-based payment compensation expense recognized in these Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and allocations of indirect expenses that have been deemed attributable to the Prothena Business.

F-24

(i) Contingencies

(j) Recent Accounting pronouncements

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (“Topic 820”): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which results in common fair value measurement and disclosure requirements in U.S. GAAP and IFRS. The amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Some of the amendments clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. The amendments will impact our disclosures but is not expected to impact our combined financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, “Comprehensive Income (“Topic 220”): Presentation of Comprehensive Income”, to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in OCI. To increase the prominence of items reported in OCI and to facilitate convergence of U.S. GAAP and IFRS, the FASB decided to eliminate the option to present components of OCI as part of the statement of changes in shareholders’ equity. The amendments require that all nonowner changes in shareholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total OCI, the components of OCI, and the total of comprehensive income. The amendments are effective for fiscal years beginning after December 15, 2011. We do not expect that the adoption of ASU 2011-05 to impact our combined financial position, results of operations or cash flows.

3. Segment, Geographical and Suppliers Information

Our chief operating decision maker (“CODM”) has been identified as Mr. Dale Schenk, Chief Executive Officer of Prothena. Prothena has a single reporting segment and operating unit structure and the CODM monitors financial performance from this perspective based on the level of operating losses. As of December 31, 2011 and 2010 all of our assets, which had total carrying amounts of $3.6 million and $3.3 million, respectively, were held in the United States.

F-25

4. Income Taxes

Income taxes reflected in these Carve-out Combined Financial Statements have been calculated as if the Prothena Business was a separate taxable group and consistent with the asset and liability method prescribed by ASC 740.

The following table sets forth the details of the provision for income taxes for the years ended December 31 (in millions):


	2011		2010		2009
Irish corporation tax — current	$	—	$	—	$	—
Irish corporation tax — deferred		—		—		—
U.S. taxes — current		0.5		0.3		0.1
U.S. taxes — deferred		—		—		—

Provision for income taxes	$	0.5	$	0.3	$	0.1

The overall tax provision for 2011 was $0.5 million (2010: $0.3 million; 2009: $0.1 million). This is allocated to ordinary activities and reflects U.S. Federal and State taxes.

No current tax liabilities have been recognized on the balance sheet as it is assumed that they have been settled as they arose.

The effective tax rate differs from the Irish statutory tax rate of 12.5% as follows (in millions):


	2011			2010			2009
Irish standard tax rate		12.5	%		12.5	%		12.5	%
Taxes at the Irish standard rate	$	(3.7	)	$	(1.5	)	$	(0.1	)
U.S. income at rates other than the Irish standard rate		0.7			0.3			0.1
Losses for which no deferred tax asset is recognized		3.7			1.5			0.1
Share-based payments		0.2			0.2			—
R&D tax credit		(0.4	)		(0.2	)		—

Provision for income taxes	$	0.5		$	0.3		$	0.1

For the years ended December 31, the distribution of losses before provision for income taxes by geographical area was as follows (in millions):


	2011			2010			2009
Ireland	$	(27.8	)	$	(12.2	)	$	(3.5	)
United States		(1.5	)		—			2.3

Loss before provision for income taxes	$	(29.3	)	$	(12.2	)	$	(1.2	)

F-26

Deferred Tax

The full potential amounts of deferred tax comprised the following DTAs and deferred tax liabilities at December 31 (in millions):


	2011			2010
Total deferred tax liabilities	$	—		$	—
Deferred tax assets:
Net operating losses		6.0			2.2
R&D tax credit		0.7			0.2
Share-based compensation expense		1.0			0.4
Total deferred tax assets	$	7.7		$	2.8
Valuation allowance	$	(7.7	)	$	(2.8	)

Net deferred tax asset/(liability)	$	—		$	—

A full valuation allowance has been recognized in relation to all deferred tax assets (which relate primarily to Irish net operating losses and U.S. share based compensation), as the recoverability of the deferred tax assets is uncertain. The valuation allowance recorded against the DTAs as of December 31, 2011 was $7.7 million (2010: $2.8 million). The net change in valuation allowance for 2011 was an increase of $4.9 million (2010: increase of $2.3 million; 2009: increase of $0.5 million), relating primarily to Irish net operating losses and U.S. share based payments.

The gross amount of unused tax loss carryforwards with their expiration dates are as follows (in millions):


	At December 31, 2011
	Ireland		U.S. State		U.S. Federal		Total
One year	$	—	$	—	$	—	$	—
Two years		—		—		—		—
Three years		—		—		—		—
Four years		—		—		—		—
Five years		—		—		—		—
More than five years		47.8		—		—		47.8

Total	$	47.8	$	—	$	—	$	47.8

At December 31, 2011, certain of Prothena’s Irish subsidiaries had net operating loss carryovers for income tax purposes of $47.8 million. These can be carried forward indefinitely but are limited to the same trade/trades.

There were no material unrecognized tax benefits at 31 December 2011.

The current and deferred tax charges/(benefits) and the related tax disclosures set out above are not necessarily representative of the tax charges/(benefits) that may arise in the future.

F-27

5. Property, Plant and Equipment


	Leasehold Improvement			Plant & Equipment			Total
	(In millions)
Cost:
At January 1, 2010	$	—		$	—		$	—
Additions/Transfers		0.8			1.8			2.6

At December 31, 2010	$	0.8		$	1.8		$	2.6
Additions/Transfers		—			0.5			0.5

At December 31, 2011	$	0.8		$	2.3		$	3.1
Accumulated depreciation:
At January 1, 2010	$	—		$	—		$	—
Charged in year		—			(0.2	)		(0.2	)

At December 31, 2010	$	—		$	(0.2	)	$	(0.2	)
Charged in year		(0.1	)		(0.3	)		(0.4	)

At December 31, 2011	$	(0.1	)	$	(0.5	)	$	(0.6	)


	Leasehold Improvement		Plant & Equipment		Total
	(In millions)
Net book value: December 31, 2011	$	0.7	$	1.8	$	2.5

Net book value: December 31, 2010	$	0.8	$	1.6	$	2.4

The depreciation charge for property, plant and equipment of $0.4 million for 2011 (2010: $0.2 million; 2009: $Nil) was recognized in the R&D expenses reporting line item in the Carve-out Combined Statement of Operations.

6. Intangible Assets

Intangible assets as of December 31, 2011 and 2010 are comprised of computer software assets.

7. Other Assets

Other non-current assets as of December 31, 2011 and 2010 are comprised principally of assets relating to deferred compensation plans. Certain employees that provide directly attributable services to the Prothena Business participate in Elan’s deferred compensation plans. The assets attributable to these employees have been specifically identified and included in the Carve-out Combined Balance Sheet.

8. Accruals and Other Current Liabilities, and Other Long-Term Liabilities

Accruals and other current liabilities at December 31 consisted of the following (in millions):


	2011		2010
Clinical accruals	$	5.5	$	0.8
Payroll and related taxes		2.0		0.5
Legal accruals		0.1		0.2
Other creditors		0.2		0.1
Other accruals		0.1		0.1

Total accrued and other current liabilities	$	7.9	$	1.7

F-28

The increase in clinical accruals of $4.7 million to $5.5 million at December 31, 2011 compared to $0.8 million at December 31, 2010 is due to the increased clinical spend on the NEOD001 for amyloidosis program in preparation of advancing this program into a Phase 1 clinical trial.

Other long-term liabilities at December 31 consisted of the following (in millions):


	2011		2010
Deferred rent	$	1.0	$	0.6
Deferred compensation		0.7		0.8

Total other long-term liabilities	$	1.7	$	1.4

9. Employee Retirement Plan

Elan maintains a 401(k) retirement savings plan for employees based in the United States, including employees that have directly and indirectly provided service to the Prothena Business. Participants in the 401(k) plan may contribute up to 80% of their annual compensation (prior to January 1, 2011, participants could contribute up to 100% of their annual compensation), limited by the maximum amount allowed by the IRC. Elan matches 3% of each participating employee’s annual compensation payable on a quarterly basis and may contribute additional discretionary matching up to another 3% of the employee’s annual qualified compensation. The matching contributions are vested immediately. For 2011, the Prothena Business recorded $0.1 million (2010: $Nil; 2009: $Nil) of expense in connection with the matching contributions under the 401(k) plan.

10. Share-based Compensation

The share-based payment compensation expense recognized in these Carve-out Combined Financial Statements includes all of the share-based payment expenses directly attributable to the Prothena Business, and an allocation of indirect expenses that have been deemed attributable to the Prothena Business. Equity awards made by Elan are settled through the issuance of new shares and are recognized in the Carve-out Combined Financial Statements as equity settled share-based compensation.

Share-based Compensation Expense

The total expense of $3.6 million (2010: $1.9 million; 2009: $0.1 million) relating to equity-settled share-based compensation for the Prothena Business has been recognized in the following line items in the Carve-out Combined Financial Statements (in millions):


	2011		2010		2009
Research and development expenses — direct	$	2.8	$	1.6	$	0.1
General and administrative expenses — direct		0.2		—		—

Total direct expense		3.0		1.6		0.1
General and administrative expenses — allocated		0.6		0.3		—

Total	$	3.6	$	1.9	$	0.1

F-29

Share-based compensation arose under the following awards (in millions):


	2011		2010		2009
RSUs	$	1.7	$	1.0	$	0.1
Stock options		1.3		0.6		—

Share-based compensation expense — direct		3.0		1.6		0.1
Share-based compensation expense — allocated		0.6		0.3		—

Total	$	3.6	$	1.9	$	0.1

The total direct equity-settled share-based compensation expense for the Prothena Business related to unvested awards not yet recognized, adjusted for estimated forfeitures, is $0.5 million at December 31, 2011. This expense is expected to be recognized over a weighted-average of 1.0 years.

Stock Options

Stock options are granted at the price equal to the market value at the date of grant and will expire on a date not later than 10 years after their grant. Options generally vest between one and four years from the grant date.

The following table summarizes the number of options outstanding as of December 31 that were held by the employees that provided directly attributable service to the Prothena Business (in thousands):


	2011		2010
1996 Plan		96		106
1998 Plan		—		14
1999 Plan		57		109
2006 Long Term Incentive Plan		671		398

Total		824		627

The total stock options outstanding, vested and expected to vest, and exercisable that are held by the employees that provided directly attributable service to the Prothena Business are summarized as follows:


	No. of Options			WAEP (1)		Weighted Average Remaining Contractual Life	Aggregate Intrinsic Value
	(In thousands)					(In years)	(In millions)
Outstanding at December 31, 2009		601		$	19.82
Granted		80			7.01
Expired		(54	)		37.19

Outstanding at December 31, 2010		627		$	16.70
Exercised		(60	)		7.41


	No. of Options			WAEP (1)		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
	(In thousands)					(In years)		(In millions)
Granted		324			6.82
Expired		(67	)		57.33

Outstanding at December 31, 2011		824		$	10.21		6.8	$	3.6

Vested and expected to vest at December 31, 2011		776		$	10.41		6.7	$	3.3

Exercisable at December 31, 2011		437		$	12.78		5.0	$	1.1

F-30

(1)	Weighted-average exercise price

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Elan’s closing share price on the last trading day of 2011 and the exercise price, multiplied by the number of in-the-money options) that would have been received by direct option holders had all these option holders exercised their options on December 31, 2011. This amount changes based on the fair market value of Elan’s ordinary shares. The total intrinsic value of options exercised in 2011 was $0.2 million. The total fair value expensed over the vesting terms of options that became fully vested in 2011 was $1.2 million (2010: $0.6 million; 2009: $0.7 million).

At December 31, 2011, the range of exercise prices and weighted-average remaining contractual life of outstanding and exercisable options were as follows:


	Options Outstanding						Options Exercisable
	Options Outstanding		Weighted- Average Remaining Contractual Life		WAEP		Options Outstanding		Weighted- Average Remaining Contractual Life		WAEP
	(in thousands)		(in years)				(in thousands)		(in years)
$1.93-$10.00		533		8.1	$	6.92		157		5.9	$	7.11
$10.01-$25.01		291		4.5	$	16.25		280		4.5	$	15.96

$1.93-$27.65		824		6.8	$	10.21		437		5.0	$	12.78

Equity-settled share-based payments expense recognized in the Carve-out Combined Financial Statements are based on the fair value of the awards measured at the date of grant. The graded-vesting attribution method is used for recognizing share-based compensation expense over the requisite service period for each separately vesting tranche of award as though the awards were, in substance, multiple awards.

The fair value of stock options is calculated using a binomial option-pricing model and the fair value of options issued under the EEPP is calculated using the Black-Scholes option-pricing model, taking into account the relevant terms and conditions. The binomial option-pricing model is used to estimate the fair value of our stock options because it better reflects the possibility of exercise before the end of the options’ life. The binomial option-pricing model also integrates possible variations in model inputs, such as risk-free interest rates and other inputs, which may change over the life of the options. Options issued under the EEPP have relatively short contractual lives, or must be exercised within a short period of time after the vesting date, and the input factors identified above do not apply. Therefore, the Black-Scholes option-pricing model produces a fair value that is substantially the same as a more complex binomial option-pricing model for the EEPP. The amount recognized as an expense is adjusted each period to reflect actual and estimated future levels of vesting.

The implied volatility for traded options on Elan’s shares with remaining maturities of at least one year was used to determine the expected volatility assumption required in the binomial model. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the stock option awards. The dividend yield assumption is based on the history and expectation of dividend payouts.

As share-based compensation expense recognized in the Carve-out Combined Financial Statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from estimates. Forfeitures were estimated based on historical experience and estimated future turnover.

The estimated weighted-average grant date fair values of the individual options granted to the employees that provided directly attributable service to the Prothena Business during the years ended December 31, 2011,

F-31

2010 and 2009 were $2.99, $3.86 and $5.53, respectively. The fair value of options granted during these years was estimated using the binomial option-pricing model with the following weighted-average assumptions:


	2011			2010			2009
Risk-free interest rate		1.71	%		2.09	%		1.43	%
Expected volatility		49.3	%		66.0	%		95.7	%
Expected dividend yield		—			—			—

Expected life (1)		—			—			—

(1)

The expected lives of options granted in 2011, as derived from the output of the binomial model, ranged from 4.8 years to 7.4 years (2010: 4.8 years to 7.5 years; 2009: 4.5 years to 7.3 years). The contractual life of the options, which is not later than 10 years from the date of grant, is used as an input into the binomial model.

Restricted Stock Units

Elan grants RSUs to its employees, including employees that have directly and indirectly provided service to the Prothena Business. The RSUs generally vest between one and three years from the grant date, and shares are issued to RSU holders as soon as practicable following vesting. The fair value of services received by the Prothena Business in return for the RSUs is measured by reference to the fair value of the underlying shares at grant date. The total fair value expensed over the vesting terms of RSUs that became fully vested in 2011 was $1.1 million (2010: $0.6 million; 2009: $0.7 million).

The non-vested RSUs relating to the employees that provided directly attributable service to the Prothena Business are summarized as follows (in thousands, except fair value amounts):


	No. of RSUs			Weighted-Average Grant Date Fair Value
Non-vested at December 31, 2009		137		$	14.33
Granted		127			7.05
Vested		(35	)		18.49

Non-vested at December 31, 2010		229		$	9.67
Granted		195			6.80
Vested		(132	)		9.85

Non-vested at December 31, 2011		292		$	7.67

Employee Equity Purchase Plan

Elan operates an EEPP for eligible employees, including employees that have directly and indirectly provided service to the Prothena Business. The EEPP is a qualified plan under Sections 421 and 423 of the IRC and allows eligible employees to purchase ordinary shares at 85% of the lower of the fair market value at the beginning of the offering period or the fair market value on the last trading day of the offering period. Purchases are limited to $25,000 (fair market value) per calendar year; 2,000 shares per six-month offering period (changed from 1,000 shares per three-month offering period, beginning January 1, 2011); and subject to certain IRC restrictions.

A total of 6,412 shares were issued under the EEPP to employees for the 2011 offering period (2010: 8,344 shares; 2009: 6,808 shares). The weighted-average fair value of options granted under the EEPP to employees that have directly and indirectly provided service to the Prothena Business during the year ended December 31, 2011 was $2.30 (2010: $1.84; 2009: $2.07). The estimated fair values of these options were charged to expense

F-32

over the respective six-month offering periods. The estimated fair values of options granted under the EEPP to employees that provided directly attributable service to the Prothena Business. in the years ended December 31, were calculated using the following inputs into the Black-Scholes option-pricing model:


	2011			2010			2009
Weighted-average share price	$	8.00		$	5.61		$	6.57
Weighted-average exercise price	$	6.80		$	4.77		$	5.58
Expected volatility (1)		49.7	%		63.9	%		84.6	%
Expected life		6 months			6 months			3 months
Expected dividend yield		—			—			—

Risk-free interest rate		0.16	%		0.21	%		0.15	%

(1)	The expected volatility was determined based on the implied volatility of traded options on Elan’s ordinary shares.

11. Fair Value Measurements

Fair value is the amount at which a financial instrument could be exchanged in an arms-length transaction between informed and willing parties, other than in a forced or liquidation sale.

As of December 31, 2011, we did not hold any financial assets or financial liabilities that are recognized at fair value in the financial statements on a recurring or non-recurring basis (2010: $Nil).

12. Leases

In March 2010, Elan entered into a lease agreement for a building in South San Francisco, California, with a commencement date in November 2010. The leased space is being utilized by the Prothena Business, and the lease term is 10 years. The cost of this operating lease is directly attributable to the Prothena Business and the total expense of $0.9 million for 2011 (2010: $0.2 million; 2009: $Nil) was recognized in the R&D line item in the Carve-out Combined Income Statement.

As of December 31, 2011, the future minimum rental commitments under the operating lease directly attributable to the Prothena Business were as follows (in millions):


Due in:
2012	$	0.8
2013		0.8
2014		0.9
2015		1.0
2016 and thereafter		5.3

Total	$	8.8

No Prothena Business assets were held under capital leases as of December 31, 2011 or 2010.

13. Commitments and Contingencies

As of December 31, 2011, the Elan directors had authorized capital commitments for the purchase of property, plant and equipment by the Prothena Business of $0.6 million (2010: $0.1 million) as follows (in millions):


	2011		2010
Contracted for	$	0.3	$	—
Not-contracted for		0.3		0.1

Total	$	0.6	$	0.1

F-33

14. Related Parties

All intra group transactions within the Prothena Business have been eliminated in the Carve-Out Combined Financial Statements and are not disclosed.

Elan provides certain central support functions to us including, but not limited to:

•

Accounting, information technology, taxation, legal, corporate strategy, investor relations, corporate governance and other professional services;

•

Employee benefit administration, including equity award and pension services; and

•

Cash and treasury management.

Central support costs have been allocated to the Prothena Business based on estimated usage of the resources for the purposes of preparing the Carve-out Combined Financial Statements. Management considers that such allocations have been made on a reasonable basis, but may not necessarily be indicative of the costs that would have been incurred if the Prothena Business operated on a stand-alone basis. The amount recorded in the Carve-out Combined Statement of Operations in respect of such support activities in the year ended December 31 2011 was $4.0 million (2010: $2.8 million; 2009: $0.7 million).

As previously discussed in Note 2(e), we provide R&D services to Elan. R&D services that the Prothena Business provides to Elan relate to non-clinical research support for Elan’s ELND005 program, primarily in the areas of safety, toxicology and regulatory. The fees charged to Elan are calculated based on the expenses incurred by the Prothena Business in the provision of those R&D services, plus a mark-up of those expenses. The revenue earned by the Prothena Business in the year ended December 31, 2011, of $0.5 million (2010: $1.2 million; 2009: $2.5 million) was entirely comprised of fees arising from the R&D services provided to Elan.

F-34