##### Table of Contents





As filed
    with the Securities and Exchange Commission on June, 22,
    2011
 
 
 Registration
    No. 333-173144-16
 
      UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    
   Amendment No. 1
    to
 
 Form F-4
 
 
 REGISTRATION
    STATEMENT
 UNDER
 THE SECURITIES ACT OF
    1933
      ELAN FINANCE PUBLIC LIMITED
    COMPANY
 (Exact name of registrant as
    specified in its charter)
  Ireland

2834

98-0573539(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)  ELAN FINANCE CORP.
 (Exact name of registrant as
    specified in its charter)
  Delaware

2834

20-2143397(State or other jurisdiction
    of
    incorporation or organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)       Treasury Building, Lower Grand Canal Street
 Dublin 2, Ireland
 011-353-1-709-4000
 (Address, including zip code,
    and telephone number, including area code, of Registrants
    principal executive offices)
  (See Table of Additional Registrants)
      National Registered Agents, Inc.
 875 Avenue of the Americas, Suite 501
  New York, New York
    10001
 (800) 767-1553
 (Name, address, including zip
    code, and telephone number, including area code, of agent for
    service)
      Copy to:
  Christopher T. Cox, Esq.
 Cahill Gordon & Reindel LLP
  80 Pine Street
 New York, New York 10005
 (212) 701-3000
      Approximate date of commencement of proposed issuance of the
    securities to the public:
  o
  o
    Rule 13e-4(i) o
  Rule 14d-1(d) o
    
   The Registrants hereby amend this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until the Registration Statement shall
    become effective on such date as the Securities and Exchange
    Commission, acting pursuant to said Section 8(a), may
    determine.




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Additional
    Registrants
  State or OtherJurisdiction of

Primary StandardExact Name of Registrant as

Incorporation

Industrial Classification


I.R.S. EmployerSpecified in its Charter

or Organization

Code Number


Identification No.Elan Corporation, plc

Ireland


2834


98-0487435Elan Holdings Limited

Ireland


2834


98-0112748Elan Management Limited

Ireland


2834


98-0464854Elan Pharma International Limited

Ireland


2834


98-0551187Elan Science Four Limited

Ireland


2834


Not ApplicableElan Transdermal Limited

Ireland


2834


Not ApplicableThe Institute of Biopharmaceutics, Limited

Ireland


2834


Not ApplicableKeavy Finance Limited

Ireland


2834


Not ApplicableCrimagua Limited

Ireland


2834


Not ApplicableOrchardbrook Limited

Ireland


2834


Not ApplicableElan Pharma Limited

United Kingdom


2834


Not ApplicableMeadway Pharmaceuticals Ltd.

United Kingdom


2834


Not ApplicableThe Liposome Company Limited

United Kingdom


2834


Not ApplicableMonksland Holdings B.V.

The Netherlands


2834


Not ApplicableElan International Insurance Ltd.

Bermuda


2834


Not ApplicableElan International Services Ltd.

Bermuda


2834


Not ApplicableNeuralab Limited

Bermuda


2834


Not ApplicableAthena Neurosciences, Inc.

Delaware


2834


33-0204761Elan Drug Delivery, Inc.

Delaware


2834


75-2971178Elan Holdings, Inc.

Massachusetts


2834


04-2903487Elan Pharmaceuticals, Inc.

Delaware


2834


77-0128552   c/o Elan 011-353-1-709-4000.




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The
information in this prospectus is not complete and may be
changed. We may not consummate the exchange offer until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to acquire these
securities in any state where the offer or sale is not
permitted.


SUBJECT TO COMPLETION DATED
    JUNE 22, 2011
 
  PROSPECTUS
  
 Elan Finance public limited
    company
 and
 Elan Finance Corp.
  Offer to Exchange
 up to
 $200,000,000 Aggregate
    Principal Amount of our outstanding
 8.75% Senior Notes due
    2016 (CUSIP Nos. 284138AL8 and G29543AF5)
 Fully and Unconditionally
    Guaranteed by
 Elan Corporation, plc and
    certain of its subsidiaries
 for up to
 $200,000,000 Aggregate
    Principal Amount of 8.75% Senior Notes due 2016
 Fully and Unconditionally
    Guaranteed by
 Elan Corporation, plc and
    certain of its subsidiaries
 and
 Registered Under the Securities
    Act of 1933, as amended.
  We are conducting the exchange offer in order to provide you
    with an opportunity to exchange your unregistered notes for
    freely tradable notes that have been registered under the
    Securities Act.
    Material
    Terms of Exchange Offer:
  
    Expires 5:00 p.m., New York City time,
    on          ,
    2011, unless extended.
    Subject to certain customary conditions which may be waived by
    us.
    Any outstanding Notes not validly tendered will remain subject
    to existing transfer restrictions.
    All outstanding Notes that are validly tendered and not
    withdrawn will be exchanged.
    Tenders of outstanding Notes may be withdrawn any time prior to
    the expiration of this exchange offer.
    The exchange of the outstanding Notes will not be a taxable
    exchange for U.S. tax purposes or for the purposes of Irish
    tax on capital gains.
    We will not receive any cash proceeds from the exchange offer.
    The terms of the exchange Notes and guarantees to be issued in
    exchange for the outstanding Notes and guarantees are
    substantially identical to the outstanding Notes and guarantees,
    except for certain transfer restrictions and registration rights
    relating to the outstanding Notes.  See Risk Factors, beginning on page 8, for a
    discussion of certain factors that should be considered by
    holders before tendering their outstanding Notes in the exchange
    offer.
    Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved of these
    securities or passed upon the adequacy or accuracy of this
    prospectus. Any representation to the contrary is a criminal
    offense.




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##### 





This prospectus incorporates important business and financial
    information that is not delivered with this prospectus. These
    documents are available without charge to each person to whom
    this prospectus is delivered upon the written or oral request of
    such person to: Elan Corporation, plc, Treasury Building, Lower
    Grand Canal Street, Dublin 2, Ireland,
    011-353-1-709-400,
    Attention: Company Secretary. In order to ensure timely delivery
    of these documents, please make your request as soon as
    practicable and, in any event, no later than five business days
    prior to the expiration date of the exchange offer.
      TABLE OF
    CONTENTS
   
 
 PageINCORPORATION OF CERTAIN INFORMATION BY
    REFERENCE


iiiFORWARD-LOOKING STATEMENTS


ivBASIS OF PRESENTATION


vNOTICE REGARDING SERVICE OF PROCESS AND
    ENFORCEMENT OF JUDGMENTS


viWHERE YOU CAN FIND MORE INFORMATION


viSUMMARY


1RISK FACTORS


8USE OF PROCEEDS


15THE EXCHANGE OFFER


16CAPITALIZATION


25DESCRIPTION OF OTHER DEBT


26DESCRIPTION OF THE EXCHANGE NOTES


27BOOK-ENTRY


75PLAN OF DISTRIBUTION


78CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES


79IRELAND TAXATION


83LEGAL MATTERS


86EXPERTS


86EX-5.1EX-5.2EX-5.3EX-5.4EX-5.5EX-5.6EX-12.1EX-23.7EX-25.1EX-99.1EX-99.2EX-99.3EX-99.4  
         Any broker-dealer that resells exchange Notes that were
    received by it for its own account pursuant to the exchange
    offer and any broker or dealer that participates in a
    distribution of such exchange Notes may be deemed to be an
    underwriter within the meaning of the Securities
    Act. Any broker-dealer that receives exchange Notes for its own
    account pursuant to the exchange offer must acknowledge that it
    will deliver a prospectus in connection with any resale of such
    exchange Notes. In addition, any profit of any such resale of
    exchange Notes and any commissions or concessions received by
    any such persons may be deemed to be underwriting compensation
    under the Securities Act. The letter of transmittal
 i




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states that, by acknowledging that it will deliver and by
    delivering a prospectus, a broker-dealer will not be deemed to
    admit that it is an underwriter within the meaning
    of the Securities Act. By acceptance of the exchange offer, each
    broker-dealer that receives exchange Notes pursuant to the
    exchange offer hereby agrees to notify us prior to using this
    prospectus in connection with the sale or transfer of exchange
    Notes, and acknowledges and agrees that, upon receipt of notice
    from us of the happening of any event which makes any statement
    in this prospectus untrue in any material respect or which
    requires the making of any changes in this prospectus in order
    to make the statements herein not misleading (which notice we
    agree to deliver promptly to such broker-dealer), such
    broker-dealer will suspend use of this prospectus until we have
    amended or supplemented the prospectus to correct such
    misstatement or omission and have furnished copies of the
    amended or supplemented prospectus to such broker-dealer. See
    Plan of Distribution.
 ii




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INCORPORATION
    OF CERTAIN INFORMATION BY REFERENCE   
 
 
 
  
    Elan Corporation, plcs Annual Report on
    Form 20-F
    for the year ended December 31, 2010, filed with the
    Commission on February 24, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 3, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 8, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 9, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 10, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 23, 2011 relating
    to Elans presentation at the Cowen and Company
    31st Annual Health Care Conference; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 23, 2011 relating
    to Elans global business relationship with PPD in drug
    development; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 25, 2011 relating
    to the
    ABRAXANE®

    settlement; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 25, 2011 relating
    to the filing of Elans Annual Report on
    Form 20-F
    for year ended December 31, 2010; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on February 28, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on March 1, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission furnished on March 10, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on March 15, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on March 25, 2011, relating to
    Elans Annual Report for the year ended December 31,
    2010; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on March 25, 2011 relating to
    Elans filing its Annual Report for year ended
    December 31, 2010; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on April 6, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on April 18, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on April 19, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on April 20, 2011; 
 iii




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
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on April 28, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K furnished to the Commission on May 9, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on May 25, 2011; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on June 2, 2011 relating to
    Elans presentation at Jefferies 2011 Global Healthcare
    Conference; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on June 2, 2011 relating to the
    appointment of principal accounting officer; 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on June 7, 2011; and 
 
  
    Elan Corporation, plcs Report of Foreign Private Issuer on
    Form 6-K
    furnished to the Commission on June 22, 2011. 
  provided Form 6-K,
      FORWARD-LOOKING
    STATEMENTS        
    the risks and uncertainties described in the Risk
    Factors section of this prospectus;
    any negative developments relating to
    Tysabri®

    (natalizumab), such as safety or efficacy issues
    (including deaths and cases of progressive multifocal
    leukoencephalopathy(PML)), the introduction or
    greater acceptance of competing products, including biosimilars,
    or adverse regulatory or legislative developments may reduce our
    revenues and adversely affect our results of operations;
    the potential for the successful development and
    commercialization of additional products;
    the effects of settlement with the U.S. government relating
    to marketing practices with respect to our former
    Zonegran®

    (zonisamide) product, which required us to pay
    $203.5 million in fines and to take other actions that
    could have a material adverse effect on Elan; iv




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
    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;
    whether restrictive covenants in our debt obligations will
    adversely affect us;
    our dependence on Johnson & Johnson and Pfizer Inc.
    (Pfizer) for the development and potential commercialization,
    and the funding potentially required from us for such
    development and potential commercialization, of bapineuzumab and
    any other potential products in the Alzheimers
    Immunotherapy Program (AIP);
    the success of our research and development (R&D)
    activities and R&D activities in which we retain an
    interest, including, in particular, whether the Phase 3 clinical
    trials for bapineuzumab (AAB-001) are successful, and the speed
    with which regulatory authorizations and product launches may be
    achieved;
    Johnson & Johnson is our largest shareholder with an
    18.3% interest in our outstanding ordinary shares and is largely
    in control of our remaining interest in the AIP;
    Johnson & Johnsons interest in Elan and the AIP
    may discourage others from seeking to work with or acquire us;
    competitive developments, including the introduction of generic
    or biosimilar competition following the loss of patent
    protection or marketing exclusivity for a product; in particular
    several of the products from which we derive manufacturing or
    royalty revenues are under patent challenge by potential generic
    competitors;
    our ability to protect our patents and other intellectual
    property;
    difficulties or delays in manufacturing Tysabri(we are
    dependent on Biogen Idec, Inc. for the manufacture of
    Tysabri);
    pricing pressures and uncertainties regarding healthcare
    reimbursement and reform;
    failure to comply with anti-kickback, bribery and false claims
    laws in the United States and elsewhere;
    extensive government regulation;
    risks from potential environmental liabilities;
    failure to comply with our reporting and payment obligations
    under Medicaid or other government programs;
    legislation affecting pharmaceutical pricing and reimbursement,
    both in the United States and Europe;
    exposure to product liability risks;
    an adverse effect that could result from the putative class
    action lawsuits alleging we disseminated false and misleading
    statements related to bapineuzumab and the outcome of our other
    pending or future litigation;
    the volatility of our stock price;
    some of our agreements that may discourage or prevent others
    from acquiring us;
    governmental laws and regulations affecting domestic and foreign
    operations, including tax obligations;
    general changes in U.S. generally accepted accounting
    principles and IFRS; and
    the impact of acquisitions, divestitures, restructurings,
    product withdrawals and other unusual items.  Form 20-F
     v




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BASIS OF
    PRESENTATION    
    Elan, we are referring to Elan Corporation, plc and
    its consolidated subsidiaries and their predecessors;
    the Issuers, the Co-Issuers,
    we, our and us, we are
    referring to Elan Finance public limited company and Elan
    Finance Corp., collectively, as the co-issuers of the Notes;
    the outstanding Notes, we mean the outstanding
    8.75% Senior Notes due 2016, which were issued in a private
    offering on August 17, 2010;
    the exchange Notes in this prospectus we mean the
    new Notes we intend to issue to you if you exchange your
    outstanding Notes;
    the Notes, we mean, before the consummation of the
    exchange offer, the outstanding Notes, and, after the
    consummation of the exchange offer, the exchange Notes.    NOTICE
    REGARDING SERVICE OF PROCESS AND ENFORCEMENT OF
    JUDGMENTS      WHERE YOU
    CAN FIND MORE INFORMATION  http://www.sec.gov 1-800-SEC-0330
    Elan
    Corporation, plc
    Treasury Building
    Lower Grand Canal Street
    Dublin 2, Ireland
    Attention: Investor Relations
    Tel:
    353-1-709-4000
 vi




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SUMMARY  The following summary highlights selected information from
    this prospectus and may not contain all of the information that
    is important to you. We urge you to read carefully this entire
    prospectus and the other documents incorporated by reference in
    this prospectus to understand fully the terms of the exchange
    offer.
  Elan
  Form 20-F
  The
    Co-Issuers
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SUMMARY
    OF THE EXCHANGE OFFER
  Registration Rights; Effect of Not Exchanging
    
    You are entitled to exchange your outstanding Notes for freely
    tradeable exchange Notes with substantially identical terms. The
    exchange offer is intended to satisfy your exchange rights.
    After the exchange offer is complete, you will no longer be
    entitled to any exchange or registration rights with respect to
    your outstanding Notes. Accordingly, if you do not exchange your
    outstanding Notes, you will not be able to reoffer, resell or
    otherwise dispose of your outstanding Notes unless you comply
    with the registration and prospectus delivery requirements of
    the Securities Act, or there is an exemption available.The Exchange Offer
    
    We are offering to exchange $1,000 principal amount of each of
    our new 8.75% Senior Notes due 2016, all of which have been
    registered under the Securities Act, for $1,000 principal amount
    of our outstanding restricted unregistered 8.75% Senior
    Notes due 2016, which were issued in a private offering on
    August 17, 2010. As of the date of this prospectus, there
    are $200.0 million aggregate principal amount at maturity
    of outstanding Notes. We will issue exchange Notes promptly
    after the expiration of the exchange offer.Resales
    
    We believe that the exchange Notes issued in the exchange offer
    may be offered for resale, resold or otherwise transferred by
    you without compliance with the registration and prospectus
    delivery requirements of the Securities Act, providedthat: you are acquiring the exchange Notes in the ordinary
    course of your business; you are not participating, do not intend to
    participate and have no arrangement or understanding with any
    person to participate in a distribution of the exchange Notes; you are not an Affiliate, as defined in
    Rule 405 of the Securities Act, of ours or any guarantor of
    the Notes; and you are not a broker-dealer tendering outstanding
    Notes that you acquired directly from us for your own account.If you do not meet any of the above criteria you will have to
    comply with the registration and prospectus delivery
    requirements of the Securities Act in connection with any
    reoffer, resale or other disposition of your exchange Notes.Each broker or dealer that receives exchange Notes for its own
    account in exchange for outstanding Notes that were acquired as
    a result of market-making or other trading activities must
    acknowledge that it will deliver this prospectus in connection
    with any sale of exchange Notes.Expiration Date
    
    5:00 p.m., New York City time,
    on          ,
    2011, unless we extend the expiration date.Conditions to the Exchange Offer
    
    The exchange offer is subject to certain customary conditions,
    which may be waived by us. The exchange offer is not conditioned
    upon any minimum principal amount of outstanding Notes being
 2




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tendered. See The Exchange Offer  Conditions to
    the Exchange Offer.Procedures for Tendering Outstanding Notes
    
    If you wish to tender outstanding Notes, you must
    (i) complete, sign and date the letter of transmittal, or a
    facsimile of it, in accordance with its instructions and
    transmit the letter of transmittal, together with your Notes to
    be exchanged and any other required documentation, to The Bank
    of New York Mellon, who is the exchange agent, at the address
    set forth in the letter of transmittal to arrive by
    5:00 p.m., New York City time, on the expiration date or
    (ii) arrange for The Depository Trust Company
    (DTC) to transmit certain required information,
    including an agents message forming part of a book-entry
    transfer in which you agree to be bound by the terms of the
    letter of transmittal, to the exchange agent in connection with
    a book-entry transfer. See The Exchange Offer 
    Procedures for Tendering Outstanding Notes. By executing
    the letter of transmittal or making arrangements with DTC as
    described above, you will represent to us that, among other
    things:  any exchange Note you receive will be acquired
    in the ordinary course of your business;  you are not engaged in, and do not intend to
    engage in, a distribution of the exchange Notes;  you have no arrangement or understanding with
    any person to participate in the distribution of the exchange
    Notes; and  you are not an Affiliate, as
    defined in Rule 405 of the Securities Act, of ours or of
    any of the guarantors of the Notes, or if you are an affiliate,
    you will comply with the registration and prospectus delivery
    requirements of the Securities Act to the extent applicable. If
    you are a broker-dealer that will receive exchange Notes for
    your own account, you must:  represent that you have no arrangement or
    understanding with the co-issuers or any of their affiliates to
    distribute the exchange Notes;  represent that the outstanding Notes to be
    exchanged for exchange Notes were acquired by you as a result of
    market-making or other trading activities; and  acknowledge that you will deliver a prospectus
    in connection with any resale of exchange Notes received in
    exchange for the outstanding Notes acquired by you as a result
    of market-making or other trading activities, providedthat you may use this prospectus, as it may be amended or
    supplemented from time to time.See The Exchange Offer  Procedures for
    Tendering Outstanding Notes.Special Procedures for Beneficial Holders
    
    If you are the beneficial holder of outstanding Notes that are
    registered in the name of your broker, dealer, commercial bank,
    trust company or other nominee, and you wish to tender in the
    exchange
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offer, you should contact the person in whose name your
    outstanding Notes are registered promptly and instruct such
    person to tender on your behalf. See The Exchange
    Offer  Procedures for Tendering Outstanding
    Notes.Guaranteed Delivery Procedures
    
    If you wish to tender your outstanding Notes, and you cannot
    deliver such outstanding Notes, the letter of transmittal or any
    other required documents to the exchange agent before the
    expiration date or the procedures for book-entry transfer cannot
    be completed on time, you may tender your outstanding Notes
    according to the guaranteed delivery procedures set forth in
    The Exchange Offer  Guaranteed Delivery
    Procedures.Withdrawal Rights
    
    Tenders may be withdrawn at any time before 5:00 p.m., New
    York City time, on the expiration date. See The Exchange
    Offer  Withdrawal Rights.Acceptance of Outstanding Notes and Delivery of
    Exchange Notes
    
    Subject to certain conditions, we will accept for exchange any
    and all outstanding Notes which are properly tendered in the
    exchange offer before 5:00 p.m., New York City time, on the
    expiration date. The exchange Notes will be delivered promptly
    after the expiration date. See The Exchange
    Offer  Terms of the Exchange Offer.Certain U.S. Federal Income Tax Considerations
    
    The exchange of outstanding Notes for exchange Notes will not be
    a taxable event for U.S. federal income tax purposes. You will
    not recognize any taxable gain or loss as a result of exchanging
    outstanding Notes for exchange Notes, and you will have the same
    tax basis and holding period in the exchange Notes as you had in
    the outstanding Notes immediately before the exchange. See
    Certain U.S. Federal Income Tax Consequences.Irish Capital Gains Tax Considerations
    
    The exchange of outstanding Notes for exchange Notes will not be
    a disposal for Irish capital gains tax purposes, as the exchange
    Notes represent substituted evidence of the indebtedness
    originally represented by the outstanding Notes. Any holder
    subject to Irish capital gains tax on any disposal of the
    exchange Notes would retain the base cost and date of
    acquisition of the outstanding Notes for the purposes of
    calculating any gain on that subsequent disposal.Use of Proceeds
    
    We will not receive any proceeds from the issuance of the
    exchange Notes.Exchange Agent
    
    The Bank of New York Mellon is serving as exchange agent in
    connection with the exchange offer. The address, telephone
    number and facsimile number of the exchange agent are set forth
    in The Exchange Offer  Exchange Agent.
 4




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SUMMARY
    OF THE EXCHANGE NOTES
  The following summary is provided solely for your
    convenience. This summary is not intended to be complete. You
    should read the full text and more specific details contained
    elsewhere in this prospectus. Unless we indicate otherwise or
    the context otherwise requires, in this summary, the exchange
    Notes are referred to as the Notes. For a more
    detailed description of the Notes and definitions of some of the
    terms used in this summary, see Description of the
    Exchange Notes.
  Co-Issuers
    
    Elan Finance public limited company, a public limited company
    organized under the laws of Ireland and a direct wholly owned
    subsidiary of Elan, and Elan Finance Corp., a Delaware
    corporation and a direct wholly owned subsidiary of Elan Finance
    public limited company.Guarantors
    
    Elan and each of its existing and future material restricted
    subsidiaries other than the Co-Issuers will fully and
    unconditionally guarantee the Notes on a senior unsecured basis.
    See Description of the Exchange Notes  Note
    Guarantees and Risk Factors  Risks
    Related to the Notes and the Exchange Offer  Not all
    of Elans subsidiaries will guarantee the Notes and the
    assets of the non-guarantor subsidiaries may not be available to
    Elan for payment on its guarantee of the Notes.Securities Offered
    
    $200.0 million aggregate principal amount of
    8.75% Senior Notes due 2016 which have been registered
    under the Securities Act.Maturity
    
    The Notes will mature on October 15, 2016.Interest
    
    The Notes will bear interest at the rate of 8.75% per annum,
    paid every six months on April 15 and October 15,
    commencing
    on          ,
    2011. With respect to the initial interest payment on the Notes,
    interest on each Note will accrue from the last interest payment
    date on which interest was paid on the outstanding Note
    surrendered in exchange therefor or, if no interest has been
    paid on such outstanding Note, from the date of the original
    issuance of such outstanding Note. For subsequent interest
    payments, interest will accrue from and including the most
    recent interest payment date (whether or not such interest
    payment date was a business day) for which interest has been
    paid or provided for to but excluding the relevant interest
    payment date.Denomination
    
    Notes in denominations of $100,000 and any integral multiple of
    $1,000 in excess of $100,000. Notes in denominations of less
    than $100,000 will not be available.Ranking
    
    The Notes will be our senior unsecured obligations and will rank
    equally in right of payment with all of our existing and future
    senior unsecured indebtedness and senior to our existing and
    future subordinated indebtedness. The Notes will be effectively
    subordinated to all of our secured indebtedness to the extent of
    the value of the assets securing that indebtedness. As of
    December 31, 2010, Elan had $1,285.0 million of
    outstanding indebtedness (aggregate principal amount of debt
    outstanding, not including trade payables). The guarantee of the
    Notes by each guarantor, including Elan, will be the senior
    unsecured obligation of such guarantor and will rank equally in
    right of payment with all existing and future senior unsecured
    indebtedness of such guarantor and senior to the existing and
 5




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##### Table of Contents



future subordinated indebtedness of Elan and the subsidiary
    guarantors. The guarantee of the Notes by each guarantor will be
    effectively subordinated to all secured indebtedness of such
    guarantor, to the extent of the value of the assets securing
    that indebtedness.Optional Redemption
    
    At any time prior to October 15, 2012, we may redeem the
    Notes, in whole but not in part, at a price equal to 100% of
    their principal amount plus a make-whole premium plus accrued
    and unpaid interest. We may redeem the Notes, in whole or in
    part, beginning on October 15, 2012 at an initial
    redemption price of 108.750% of their principal amount plus
    accrued and unpaid interest.At any time beginning November 30, 2011 and on or prior to
    October 15, 2012, we may redeem up to 35% of the Notes
    using the proceeds of certain equity offerings as described
    herein under Description of the Exchange Notes 
    Optional Redemption.The Notes will also contain a tax redemption provision, as
    further described in Description of the Exchange
    Notes  Optional Redemption  Tax
    Redemption.Mandatory Offer to Repurchase
    
    Upon the occurrence of certain change of control events
    described under Description of the Exchange
    Notes  Change of Control, you may require us to
    repurchase some or all of your Notes at 101% of their principal
    amount plus accrued and unpaid interest to the date of
    repurchase. The occurrence of those events may, however, be an
    event of default under other debt agreements we or Elan may be a
    party to at such time, and those agreements may prohibit the
    repurchase. Further, neither we nor Elan can assure you that we
    or Elan will have sufficient resources to satisfy the repurchase
    obligation. You should read carefully the sections entitled
    Risk Factors  Risks Related to the Notes and
    the Exchange Offer  We may be unable to purchase the
    Notes upon a change of control and Description of
    the Exchange Notes  Change of Control. In
    addition, to the extent we, Elan or a restricted subsidiary
    receive proceeds from the sale of certain assets and do not
    apply the proceeds of any such asset sale in the manner set
    forth in the indenture, we may be required to make an offer to
    purchase an aggregate amount of Notes and certain other pari
    passuindebtedness equal to the amount of such unapplied
    proceeds.Certain Covenants
    
    The indenture governing the Notes contains covenants limiting,
    subject to various exceptions, our ability and the ability of
    Elan and its other restricted subsidiaries to: incur additional debt; make certain types of investments; make certain sales of assets or engage in sale and
    leaseback transactions; pay dividends on capital stock; create liens; engage in transactions with affiliates, except on an
    arms-length basis; or
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 consolidate or merge with, or sell assets
    substantially as an entirety to, another person.You should read Description of the Exchange
    Notes  Certain Covenants for a description of
    these covenants and exceptions.During the time, if any, that the Notes are rated investment
    grade by both Standard & Poors Ratings Group and
    Moodys Investors Service, Inc. and certain other
    conditions are met, many of the restrictive covenants contained
    in the indenture governing the Notes will cease to be in effect.
    See Description of the Exchange Notes  Certain
    Covenants  Covenant Suspension.Book-Entry, Form, Registration and Transfer of the Notes
    
    Notes will be represented by one or more registered global notes
    without interest coupons (the Global Notes). The
    Global Notes will be deposited upon issuance with the Trustee as
    custodian for The Depository Trust Company
    (DTC) in New York, New York and registered in the
    name of DTC or its nominee for credit to an account of a direct
    or indirect participant in DTC. Beneficial interests in a Global
    Note (Book-Entry Interests) will be shown on, and
    transfers thereof effective only through, the records maintained
    in book-entry form by DTC and its participants. See
    Book-Entry.Except in the limited circumstances described herein, Notes in
    certificated form will not be issued in exchange for Book-Entry
    Interests. See Book-Entry.Risk Factors
    
    See Risk Factors and the other information in this
    prospectus for a discussion of certain factors you should
    carefully consider before deciding to invest in the Notes.Original Issue Discount
    
    Because the outstanding notes were issued with original issue
    discount (OID), for U.S. federal income tax
    purposes, the exchange Notes will be treated as having been
    issued with such OID. Holders subject to U.S. Federal Income
    Tax, whether on the cash or accrual method of tax accounting,
    will be required to include amounts representing OID in gross
    income (as ordinary income) on a constant yield to maturity
    basis for U.S. federal income tax purposes in advance of the
    receipt of cash payments to which such income is attributable.
    For a further discussion, see Certain U.S. Federal Income
    Tax Consequences.Trustee
    
    The Bank of New York Mellon.
 7




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RISK
    FACTORS  You should carefully consider the risks described below and
    the other information appearing elsewhere in this prospectus and
    the additional factors set forth under Item 3.D Key
    Information  Risk Factors in Elans Annual
    Report on
    Form 20-F
    for the year ended December 31, 2010 (incorporated herein
    by reference), before making an investment decision or
    exchanging your Notes in this Exchange Offer. The risks
    described below and in Elans Annual Report on
    Form 20-F
    for the year ended December 31, 2010 are intended to
    highlight risks that are specific to Elan, but are not the only
    risks that Elan faces. Additional risks, including those
    generally affecting the industry in which Elan operates, risks
    that Elan currently deems immaterial and risks and uncertainties
    generally applicable to companies that have recently undertaken
    transactions similar to this offering, may also impair
    Elans business, the value of your investment and our
    ability to pay interest on, and repay or refinance, the Notes
    and the guarantees thereon. Unless we indicate otherwise or the
    context otherwise requires, the exchange Notes are referred to
    herein as the Notes.
  Risks
    Related to the Notes and the Exchange Offer
  Elan
    has substantial debt. The principal and interest payment
    obligations of such debt may restrict Elans future
    operations and impair Elans ability to provide us with the
    funding necessary to allow us to meet our obligations under the
    Notes. Elans indebtedness may also restrict Elans
    and the guarantor subsidiaries ability to perform under
    their respective guarantees. Despite Elans current
    leverage, we, Elan and its other subsidiaries may still be able
    to incur substantially more debt. This could further exacerbate
    these risks.
      
    make it more difficult for us and Elan to satisfy our and
    Elans obligations with respect to the Notes and the
    guarantees, respectively;
    increase Elans vulnerability to general adverse economic
    and industry conditions;
    require Elan to dedicate a substantial portion of its cash flow
    from operations to payments on its indebtedness, thereby
    reducing the availability of its cash flow to fund working
    capital, capital expenditures, acquisitions and investments and
    other general corporate purposes;
    limit Elans flexibility in planning for, or reacting to,
    changes in its business and the markets in which it operates;
    place Elan at a competitive disadvantage compared to its
    competitors that have less debt; and
    limit Elans ability to borrow additional funds.     8




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Not
    all of Elans subsidiaries will guarantee the Notes and the
    assets of the non-guarantor subsidiaries may not be available to
    Elan for payment on its guarantee of the Notes.
    The
    Notes will be effectively subordinated to our future secured
    debt and other secured obligations, and the guarantees of the
    Notes will be effectively subordinated to the guarantors
    future secured debt and other secured obligations.
    The
    indenture governing the Notes contains various covenants which
    limit Elans managements discretion in the operation
    of Elans business.
    
    incur additional debt;
    make certain types of investments;
    make certain asset sales or engage in sale and leaseback
    transactions;
    pay dividends on capital stock;
    create liens;
    engage in transactions with affiliates, except on an
    arms-length basis; or
    consolidate or merge with, or sell assets substantially as an
    entirety to, another person.   9




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During
    the time the Notes are rated investment grade, many of the
    restrictive covenants will cease to be in effect.
    We
    have nominal net worth and will depend on contributions from
    Elan and its other subsidiaries to fulfill our obligations under
    the Notes.
    A
    guarantee of the Notes by Elan or its subsidiaries may be
    voidable, subordinated or limited in scope under laws governing
    fraudulent transfers and insolvency or under laws governing
    corporate authority.
    
    intended to hinder, delay or defraud any present or future
    creditor by making such guarantee; and
    received less than reasonably equivalent value or fair
    consideration for the incurrence of such indebtedness and:  
    was insolvent or rendered insolvent by reason of such incurrence;
    was engaged in a business or transaction for which such
    subsidiary guarantors remaining assets constituted
    unreasonably small capital; or
    intended to incur, or believed that it would incur, debts beyond
    its ability to pay such debts as they mature.    
    the sum of its debts, including contingent liabilities, was
    greater than the saleable value of all of its assets; 10




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
    the present fair saleable value of its assets was less than the
    amount that would be required to pay its probable liabilities on
    its existing debts, including contingent liabilities, as they
    become absolute and mature; or
    it was generally not paying or could not pay its debts as they
    became due.          There
    may be no public market for the Notes.
    
    the development of a public market for the exchange Notes;
    the liquidity of any such market that may develop;
    your ability to sell your exchange Notes; or
    the price at which you would be able to sell your exchange Notes.   11




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Enforcing
    your rights under the guarantees entered into by certain of our
    foreign subsidiaries across multiple jurisdictions may be
    difficult.
    We may
    be unable to purchase the Notes upon a change of
    control.
        The
    exchange Notes will be issued with OID for U.S. federal income
    tax purposes.
    If
    Elan is unable to pay its debts, an examiner may be appointed
    under Irish law to oversee Elans operations.
   12




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Preferred
    creditors under Irish law.
      Your
    failure to tender the outstanding Notes in the exchange offer
    may affect their marketability.
      Your
    outstanding Notes will not be accepted for exchange if you fail
    to follow the exchange offer procedures and, as a result, your
    outstanding Notes will continue to be subject to the transfer
    restrictions on your outstanding Notes and you may not be able
    to sell your outstanding Notes.
   13




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If you
    are a broker-dealer, your ability to transfer the exchange Notes
    may be restricted.
   14




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USE OF
    PROCEEDS     15




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THE
    EXCHANGE OFFER  Purpose
    and Effect of the Exchange Offer
  Exchange Offer Registration Statement.
  
    file this registration statement of which this prospectus is a
    part as soon as practicable after the date the Notes were
    originally issued but in no event later than March 31, 2011
    (such date of filing, the first filing date);
    use our commercially reasonable efforts to cause the
    registration statement to be declared effective under the
    Securities Act within 150 days after the first filing date
    and in any event no later than 15 business days following
    notification from the Commission that the registration statement
    will not be subject to review or that the Commission has no
    further comments to the registration statement; and
    use our commercially reasonable efforts to consummate the
    registered exchange offer within 30 days after the
    registration statement has been declared effective by the
    Commission.      Transferability. provided
         16




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Shelf Registration Statement.
  365-day 365-day
 17




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provided
    Terms of
    the Exchange Offer
           18




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Expiration
    Date; Extensions; Amendments
    Exchange
    Date
    Conditions
    to the Exchange Offer
                 19




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Consequences
    of Failure to Exchange
    Fees and
    Expenses
      Accounting
    Treatment
    Procedures
    for Tendering Outstanding Notes
     20




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Notes held through a Custodian.
  Notes held through DTC.
             21




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Guaranteed
    Delivery Procedures
  Notes held through DTC.
    
    a bank;
    a broker, dealer, municipal securities dealer, municipal
    securities broker, government securities dealer or government
    securities broker;
    a credit union;
    a national securities exchange, registered securities
    association or clearing agency; or
    a savings institution that is a participant in a Securities
    Transfer Association recognized program;      Notes held by Holders.
  
    the tender is made by or through any of the above-listed
    institutions;
    prior to the expiration date, the exchange agent receives from
    any above-listed institution a properly completed and duly
    executed notice of guaranteed delivery, whether by mail, hand
    delivery, facsimile transmission or overnight courier,
    substantially in the form provided with this prospectus; and
    a properly completed and executed letter of transmittal, as well
    as the certificate(s) representing all tendered outstanding
    Notes in proper form for transfer, and all other documents
    required by the letter of transmittal, are received by the
    exchange agent within three NYSE trading days after the date of
    the execution of the notice of guaranteed delivery. 22




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Withdrawal
    Rights
    Notes held through DTC.
  Notes held by Holders.
  provided however
     23




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Exchange
    Agent
          (212) 815-5920
 (212) 298-1915
    Transfer
    Taxes
   24




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CAPITALIZATION   
  Form 20-F
  
 As ofDecember 31, 2010(US GAAP)(In millions)Principal amount of debt, including current maturities:8.875% Notes due 2013

$
449.5Floating Rate Notes due 2013


10.58.75% Notes issued October 2009


625.08.75% Notes issued August 2010


200.0Total principal amount of debt(1)


1,285.0Shareholders equity


194.3Total liabilities and shareholders equity

$
1,479.3  
    (1)
    
    The carrying value of debt on the Consolidated Balance Sheet in
    Elans Annual Report on
    Form 20-F
    for the year ended December 31, 2010 is net of unamortized
    original issue discount of $14.6 million. 25




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DESCRIPTION
    OF OTHER DEBT  Form 20-F
 26




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DESCRIPTION
    OF THE EXCHANGE NOTES  Indenture Issuer Company Trustee
  TIA
      
    the Company in this section, we mean Elan
    Corporation, plc and not its Subsidiaries; and
    Notes in this section, we mean the Notes
    originally issued on the Issue Date, Exchange Notes issued
    therefor and any Additional Notes.  Global
    Notes DTC Euroclear Clearstream
  Ranking
    of the Notes, the Elan Note Guarantee and the Subsidiary Note
    Guarantees
       27




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Principal,
    Maturity and Interest
  360-day 30-day
  Denomination
    and Sinking Fund
    Interest
    Upon Redemption and Payment Instructions
      Additional
    Notes
    Payment
    of Additional Amounts
  Payor Taxes
 28




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Taxing Jurisdiction Additional Amounts provided
    30-day
      provided
     29




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Note
    Guarantees
  pro rata
    
    the Unrestricted Subsidiary will not be subject to many of the
    restrictive covenants in the Indenture;
    a Subsidiary that has previously been a Subsidiary Note
    Guarantor and that is designated an Unrestricted Subsidiary will
    be released from its Subsidiary Note Guarantee and its
    obligations under the Indenture and the Registration Rights
    Agreement; and
    the assets, income, cash flow and other financial results of an
    Unrestricted Subsidiary will not be consolidated with those of
    the Company or the Issuer for purposes of calculating compliance
    with the restrictive covenants contained in the Indenture.    
    there is a Legal Defeasance of the Notes as described under
     Legal Defeasance and Covenant Defeasance;
    in the case of a Subsidiary Note Guarantor only, there is a sale
    or other disposition of (x) Capital Stock of the applicable
    Guarantor if after such sale, disposition or other transfer,
    such Guarantor is no longer a Restricted Subsidiary or
    (y) all or substantially all of the assets of such
    Subsidiary Note Guarantor, or a sale or other disposition
    (including through merger, consolidation or otherwise) of all of
    the Capital Stock of such Subsidiary Note Guarantor then held by
    the Issuer and the other Restricted Subsidiaries; or
    in the case of a Subsidiary Note Guarantor only, such Subsidiary
    Note Guarantor is designated as an Unrestricted Subsidiary in
    accordance with the covenant described under
     Certain Covenants  Limitation on
    Designation of Unrestricted Subsidiaries; 30




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provided
  provided provided further
  Optional
    Redemption
  Optional Redemption. 12-month
  Year

Percentage2012


108.750
%2013


104.375
%2014


102.188
%2015 and thereafter


100.000
%   Make-Whole Redemption.
  Applicable Premium
         31




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Treasury Rate provided
  Optional Redemption upon Equity
    Offerings. provided
  
    after giving effect to any such redemption at least 65% of the
    aggregate principal amount of the Notes issued under the
    Indenture remains outstanding; and
    the Issuer makes such redemption not more than 90 days
    after the consummation of such Equity Offering.  Equity Offering Form S-8.
  Acquisition
    of Notes
    Tax
    Redemption
   32




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Optional
    Redemption and Repurchase Procedures
  pro rata pro rata pro rata
      Change of
    Control
  Change of Control Payment provided however
  Change of Control
    Offer Change of
    Control Payment Date
 33




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
    accept for payment all Notes or portions thereof properly
    tendered and not validly withdrawn pursuant to the Change of
    Control Offer;
    deposit with the Paying Agent funds in an amount equal to the
    Change of Control Payment in respect of all Notes or portions
    thereof so tendered and not validly withdrawn; and
    deliver or cause to be delivered to the Trustee the Notes so
    accepted together with an Officers Certificate stating the
    aggregate principal amount of Notes or portions thereof being
    repurchased by the Company.  provided
        Alternative Offer
   34




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Rule 14e-1
  Notices
    Certain
    Covenants
  Covenant
    Suspension
  Moodys S&P Rating Event Suspended
    Covenants
  Covenant Reinstatement Date Covenant
    Reinstatement Period provided
 35




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Rule 15c3-1(c)(2)(vi)(F)
    Limitation
    on Incurrence of Additional Indebtedness
        pro forma
  Permitted
    Indebtedness
              provided
 36




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provided further
  provided provided further
  provided
  provided
  provided
  take-or-pay
  provided
     37




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provided
   38




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Limitation
    on Restricted Payments
  Restricted
    Payment
    
    dividends, distributions or returns of capital payable in
    Qualified Capital Stock of the Company,
    dividends, distributions or returns of capital payable to the
    Company
    and/or a
    Restricted Subsidiary, or
    pro ratadividends, distributions or returns of capital
    paid to the Company
    and/or the
    Restricted Subsidiaries, on the one hand, and minority holders
    of Capital Stock of a Restricted Subsidiary, on the other hand;    
    any Capital Stock of the Company, or
    any Capital Stock of any Restricted Subsidiary, except for
    (i) Capital Stock held by the Company or a Restricted
    Subsidiary and (ii) purchases, redemptions, acquisitions or
    retirement for value of Capital Stock on a pro ratabasis
    from the Company
    and/or any
    Restricted Subsidiary, on the one hand, and minority holders of
    Capital Stock of a Restricted Subsidiary, on the other hand,
    according to their respective percentage ownership of the
    Capital Stock of such Restricted Subsidiary;          pro forma
     39




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plus
          plus
              provided
         40




---



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provided
  provided provided further provided further
    provided
    provided
    provided
       41




---



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Limitation
    on Asset Sales
                  provided
           42




---



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Asset Sale
    Offer Asset Sale Offer Amount pro rata pro rata
    Asset
    Sale Offer Payment Date
          pro rata provided
 43




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Rule 14e-1
        Limitation
    on Designation of Unrestricted Subsidiaries
  Designation
          Revocation
   44




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Limitation
    on Dividend and Other Payment Restrictions Affecting Restricted
    Subsidiaries
                    provided
        provided
   45




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##### Table of Contents



provided
  Limitation
    on Liens
    Limitation
    on Merger, Consolidation and Sale of Assets
  Company Merger or Sale Event Issuer Merger or Sale
    Event
      Surviving
    Entity
  provided
 46




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pro forma
                   47




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Limitation
    on Transactions with Affiliates
  Affiliate
    Transaction
       48




---



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provided
  Reports
    to Holders
       49




---



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Events of
    Default
  Events of Default
                        acceleration
    declaration
   50




---



##### Table of Contents



60-day
  provided
    Legal
    Defeasance and Covenant Defeasance
  Legal Defeasance
 51




---



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Covenant Defeasance
            provided however
   52




---



##### Table of Contents



and/or and/or
  and/or
        Satisfaction
    and Discharge
           53




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Transfer
    and Exchange
            Modification
    of the Indenture
                   54




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##### Table of Contents



Governing
    Law; Jurisdiction
    The
    Trustee
    provided
  No
    Personal Liability
    Certain
    Definitions
    AAA Rated Country
  Acceleration Declaration
  Acquired Indebtedness
 55




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Additional Amounts
  Additional Notes
  Affiliate control controlling controlled by under common control with
  Affiliate Transaction
  Alternative Offer
  Applicable Premium
  Asset Acquisition
        Asset Sale
               56




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and/or
          provided
    Asset Sale Offer
  Asset Sale Offer Amount
  Asset Sale Offer Payment Date
  Asset Sale Transaction
  Board of Directors
  Board Resolution
  Capital Stock
        Capitalization
 57




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Capitalized Lease Obligations
  Cash Equivalents
      A-1 P-1
  non-U.S. bank
      Change of Control
    Rules 13d-3 13d-5
       58




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Change of Control Offer
  Change of Control Payment
  Change of Control Payment Date
  Commission
  Commodity Price Protection Agreement
  Common Stock
  Company Merger or Sale Event
  Consolidated EBITDA
  plus
  plus
  plus
    less
      Consolidated Income Tax Expense
  Consolidated Net Fixed Charge Coverage Ratio
 59




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Period
          Consolidated Net Fixed Charges
     60




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Consolidated Net Income provided
      provided however
                     61




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Consolidated Net Interest Expense
              Consolidated Non-cash Charges
  Consolidated Total Assets
  Covenant Defeasance
  Covenant Reinstatement Date
  Covenant Reinstatement Period
  Currency Agreement
  Debt Facility
 62




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Default
  Designated Preferred Stock
  Designation
  Disqualified Capital Stock provided provided
  Elan Note Guarantee
  Equity Offering
  European Union Country
  Event of Default
  Exchange Act
  Exchange Notes
  Existing 2013 Notes
  Existing 2013 Notes Indenture
  Existing 2016 Notes issued October 2009
 63




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Existing 2016 October 2009 Notes
    Indenture
  Fair Market Value provided
  Foreign Restricted Subsidiary
  GAAP
  Guarantee
  take-or-pay,
    provided Guarantee
  Hedging Obligations
  Holder
  Incur Incurrence Incurred Incurring provided
  Indebtedness
       64




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Independent Financial Advisor
  Interest Rate Agreement and/or
  Investment
        Invest Investing Invested
 65




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Investment Grade
  Investment Return
            Issue Date
  Issuer Merger or Sale Event
  Legal Defeasance
  Lien provided
 66




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##### Table of Contents



Material Restricted Subsidiary Rule 3-10(h) Regulation S-X
  Moodys
  Net Cash Proceeds
          Note Guarantee
  Note Guarantor
  Officer
  Officers Certificate
  Opinion of Counsel
  Pari Passu Indebtedness and/or
  Period
  Permitted Business
  Permitted Indebtedness
 67




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##### Table of Contents



Permitted Investments
          pay-in-kind
              provided
   68




---



##### Table of Contents



Permitted Liens
            provided
      provided
  provided
 69




---



##### Table of Contents



rights-of-way,
              provided
     70




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##### Table of Contents



provided
    provided
  provided
  Person
  Preferred Stock
  Purchase Money Indebtedness
  Qualified Capital Stock
  Qualified Receivables Transaction
 71




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##### Table of Contents



Rating Event
  Receivables Repurchase Obligation
  Receivables Subsidiary
  Refinance
  Refinanced Indebtedness
  Refinancing Indebtedness Refinanced
    Indebtedness provided
   72




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##### Table of Contents



Registration Rights Agreement
  Restricted Payment
  Restricted Subsidiary
  Revocation
  S&P
  Sale and Leaseback Transaction
  Significant Subsidiary Regulation S-X
  Standard Securitization Undertakings
  Stated Maturity
  Subordinated Indebtedness
  Subsidiary
 73




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##### Table of Contents



Subsidiary Note Guarantee
  Subsidiary Note Guarantor
  Surviving Entity
  Suspended Covenants
  Suspension Period
  Taxes
  Taxing Jurisdiction
  TIA Sections 77aaa-77bbbb)
  Treasury Rate
  Unrestricted Subsidiary
  U.S. Government Obligations
  Voting Stock
  Weighted Average Life to Maturity
         74




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##### Table of Contents



BOOK-ENTRY  General
        Depositary
    Procedures
        
    upon deposit of the Global Notes, DTC will credit the accounts
    of Participants designated by the initial purchasers with
    portions of the principal amount of the Global Notes; and
    ownership of such interests in the Global Notes will be
    maintained by DTC (with respect to the Participants) or by the
    Participants and the Indirect Participants (with respect to
    other owners of beneficial interests in the Global Notes).   75




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##### Table of Contents



Except as described below, owners of interests in the Global
    Notes will not have Notes registered in their names, will not
    receive physical delivery of Notes in certificated form and will
    not be considered the registered owners or holders thereof under
    the indenture governing the Notes for any purpose.
    
    any aspect of DTCs records or any Participants or
    Indirect Participants records relating to or payments made
    on account of beneficial ownership interests in the Global
    Notes, or for maintaining, supervising or reviewing any of
    DTCs records or any Participants or Indirect
    Participants records relating to the beneficial ownership
    interests in the Global Notes; or
    any other matter relating to the actions and practices of DTC or
    any of its Participants or Indirect Participants.    Same-Day
  same-day
   76




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##### Table of Contents



same-day
          Exchange
    of Book-Entry Notes for Certificated Notes
    
    DTC notifies us that it is unwilling or unable to continue as
    depositary for the Global Note or DTC ceases to be a clearing
    agency registered under the Securities Exchange Act of 1934, as
    amended, at a time when DTC is required to be so registered in
    order to act as depositary, and in each case we fail to appoint
    a successor depositary within 90 days of such notice,
    we notify the Trustee in writing that the Global Note shall be
    so exchangeable, or
    if there shall have occurred and be continuing an Event of
    Default with respect to the Notes.   77




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##### Table of Contents



PLAN OF
    DISTRIBUTION    over-the-counter and/or
   78




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##### Table of Contents



CERTAIN
    U.S. FEDERAL INCOME TAX CONSEQUENCES        Non-United
    Exchange
    of Notes
    Effect of
    Certain Contingencies
   79




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##### Table of Contents



and/or
  United
    States Holders
  Stated
    Interest
    Original
    Issue Discount
      Market
    Discount
  de
    minimis
 80




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##### Table of Contents



Acquisition
    Premium
    Amortizable
    Bond Premium
  provided
    Sale,
    Exchange, Redemption, Retirement or Other Taxable Disposition of
    the Notes
      Information
    Reporting and Backup Withholding
   81




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##### Table of Contents



provided
  Non-United
    States Holders
  Interest
    and Disposition
  Non-United
  
    the interest or gain is effectively connected with the conduct
    by the
    Non-United
    States Holder of a trade or business in the United
    States; or
    in the case of gain upon the disposition of Notes, the
    Non-United
    States Holder is an individual who is present in the
    U.S. for 183 days or more in the taxable year and
    certain other conditions are met.  Non-United Non-United Non-U.S. Holder
  Backup
    Withholding and Information Reporting
  non-U.S. status provided Non-United
 82




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##### Table of Contents



IRELAND
    TAXATION  The following is a summary based on the laws and practices
    currently in force in Ireland regarding the tax position of
    investors beneficially owning their exchange Notes and should be
    treated with appropriate caution. Particular rules may apply to
    certain classes of taxpayers holding exchange Notes. It does not
    purport to be a complete description of all of the tax
    consequences that may be relevant to a decision to subscribe
    for, buy, hold, sell, redeem, exchange or dispose of the
    exchange Notes and does not constitute tax or legal advice.
    Prospective investors in the exchange Notes should consult their
    professional advisers on the tax implications of the purchase,
    holding, redemption or sale of the exchange Notes and the
    receipt of interest thereon under the laws of their country of
    residence, citizenship or domicile.
  Withholding
    Tax
              and/or
  i.e
    Taxation
    of Noteholders
   83




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##### Table of Contents



Capital
    Gains Tax
    Exchange
    Offer
    Capital
    Acquisitions Tax
    Stamp
    Duty
    EU
    Savings Directive
     84




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##### Table of Contents



85




---



##### Table of Contents



LEGAL
    MATTERS  llp
 
 EXPERTS   86




---



##### Table of Contents



$200,000,000
  Elan Finance public limited
    company
 Elan Finance Corp.
  Exchange Offer
 for up to
 $200,000,000 Aggregate
    Principal
 Amount of 8.75% Senior
    Notes due 2016
    PROSPECTUS




---



##### Table of Contents



PART II
  INFORMATION
    NOT REQUIRED IN PROSPECTUS
  Item 20.
    Indemnification
    of Directors and Officers.  Elan
    Corporation, plc
                         II-1




---



##### Table of Contents



Elan
    Finance public limited company
                       II-2




---



##### Table of Contents



Elan
    Finance Corp.
       II-3




---



##### Table of Contents



provided however
   II-4




---



##### Table of Contents



Item 21.
    Exhibits  
 ExhibitNo.

Description3
.1

Memorandum and Articles of Association of Elan Corporation, plc
    (incorporated by reference to Exhibit 1.1 of the Annual
    Report on
    Form 20-F
    of Elan Corporation, plc filed with the Commission on
    February 24, 2011).3
.2

Memorandum and Articles of Association of Elan Finance Public
    Limited Company (incorporated by reference to Exhibit 3.2
    of the Registration Statement on
    Form F-4
    of Elan Corporation, plc (SEC File
    No. 333-128234)
    filed with the Commission on September 9, 2005).3
.3

Certificate of Incorporation of Elan Finance Corp. (incorporated
    by reference to Exhibit 3.3 of the Registration Statement
    on
    Form F-4
    of Elan Corporation, plc (SEC File
    No. 333-128234)
    filed with the Commission on September 9, 2005).3
.4

By-Laws of Elan Finance Corp. (incorporated by reference to
    Exhibit 3.4 of the Registration Statement on
    Form F-4
    of Elan Corporation, plc (SEC File
    No. 333-128234)
    filed with the Commission on September 9, 2005).4
.1

Indenture dated as of August 17, 2010, among Elan Finance
    public limited company, Elan Finance Corp., Elan Corporation,
    plc, the Subsidiary Note Guarantors party thereto and The Bank
    of New York Mellon, as Trustee (incorporated by reference to
    Exhibit 99.1 of the Report of Foreign Issuer on
    Form 6-K
    of Elan Corporation, plc (SEC File
    No. 001-13896)
    filed with the Commission on December 13, 2010).4
.2

Form of 8.75% Senior Note due 2016 (incorporated by
    reference to Exhibit A of the Indenture attached as
    Exhibit 4.1 hereto).4
.3

Registration Rights Agreement dated August 17, 2010 among
    Elan Finance public limited company, Elan Finance Corp., Elan
    Corporation, plc, certain Subsidiary Guarantors and Morgan
    Stanley & Co. Incorporated, Citigroup Global Markets
    Inc. and J & E Davy (incorporated by reference to
    Exhibit 99.2 of the Report of Foreign Issuer on
    Form 6-K
    of Elan Corporation, plc filed with the Commission on
    December 13, 2010).5
.1

Opinion of A&L Goodbody regarding legality as to Irish law.5
.2

Opinion of A&L Goodbody regarding legality as to English
    law.5
.3

Opinion of Cahill Gordon & Reindel
    llp regarding
    legality.5
.4

Opinion of Casner & Edwards, LLP regarding legality.5
.5

Opinion of Conyers Dill & Pearman Limited regarding
    legality.5
.6

Opinion of NautaDutilh N.V. regarding legality.12
.1

Ratio of Earnings to Fixed Charges.21
.1

Subsidiaries of Elan Corporation, plc (incorporated by reference
    to Exhibit 8.1 of the Annual Report on
    Form 20-F
    of Elan Corporation, plc filed with the Commission on
    February 24, 2011).23
.1

Consent of A&L Goodbody (included in Exhibit 5.1).23
.2

Consent of A&L Goodbody (included in Exhibit 5.2).23
.3

Consent of Cahill Gordon & Reindel
    llp (included in
    Exhibit 5.3).23
.4

Consent of Casner & Edwards, LLP regarding legality
    (included in Exhibit 5.4).23
.5

Consent of Conyers Dill & Pearman Limited (included in
    Exhibit 5.5).23
.6

Consent of NautaDutilh N.V. (included in Exhibit 5.6).23
.7

Consent of Independent Registered Public Accounting Firm, KPMG.24
.1

Powers of Attorney are included in the signature pages of this
    registration statement.*25
.1

Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 on
    Form T-1
    of The Bank of New York Mellon, as Trustee under the 2016
    Indenture issued August 2010.99
.1

Form of Letter of Transmittal.99
.2

Form of Notice of Guaranteed Delivery.99
.3

Form of Letter to Clients.99
.4

Form of Letter to Brokers, Dealers, Commercial Banks,
    Trust Companies and Other Nominees.  
   
  *
    
    Previously filed. 
 II-5




---



##### Table of Contents



Item 22.
    Undertakings            provided, however, Form S-3, Form S-8 Form F-3,
          Form F-4,
 II-6




---



##### Table of Contents



II-7




---



##### Table of Contents



SIGNATURES
 
   
  
 
 
 
  By:
    /s/  Shane
    M. CookeName:     Shane
    M. Cooke
    Title:       Director 
 
   
  
 Signature

Title

Date/s/  Shane
    M. Cooke(Shane
    M. Cooke)

Director

June 22, 2011*(William
    F. Daniel)

Director

June 22, 2011*(Mary
    Sheahan)

Director

June 22, 2011* By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-8




---



##### Table of Contents



By:
    /s/  Nigel
    ClerkinName:     Nigel
    Clerkin
    Title:       Director 
 
   
 
   
  
 Signature

Title

Date/s/  Nigel
    Clerkin(Nigel
    Clerkin)

Director

June 22, 2011*(William
    F. Daniel)

Director

June 22, 2011*By:

/s/  Shane
    M. CookeShane
    M. CookeAttorney-in-Fact  
 II-9




---



##### Table of Contents



By:
    /s/  Shane
    M. CookeName: Shane
    M. Cooke
    Title:   Executive Vice President, Head of
    Elan
                Drug
    Technologies 
 
   
    
 Signature

Title

Date*(Robert
    A. Ingram)

Chairman of the Board

June 22, 2011*(G.
    Kelly Martin)

Chief Executive Officer and Director (Principal Executive
    Officer)

June 22, 2011/s/  Shane
    M. Cooke(Shane
    M. Cooke)

Executive Vice President and Director, Head of Elan Drug
    Technologies

June 22, 2011*(Nigel
    Clerkin)

Executive Vice President and Chief Financial Officer (Principal
    Financial Officer)

June 22, 2011*(Lars
    Ekman, M.D. Ph.D)

Director

June 22, 2011/s/  Grainne
    McAleese(Grainne
    McAleese)

Vice President, Finance and Group Controller (Principal
    Accounting Officer)

June 22, 2011*(Gary
    Kennedy)

Director

June 22, 2011 
 II-10




---



##### Table of Contents



Signature

Title

Date(Patrick
    Kennedy)

Director*(Giles
    Kerr)

Director

June 22, 2011(Kieran
    McGowan)

Director*(Kyran
    McLaughlin)

Director

June 22, 2011*(Donal
    OConnor)

Director

June 22, 2011*(Richard
    Pilnik)

Director

June 22, 2011*(Dennis
    J. Selkoe)

Director

June 22, 2011* By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-11




---



##### Table of Contents



By:
    /s/  John
    L. DonahueName:     John
    L. Donahue
    Title:       Vice President 
 
   
  
 Signature

Title

Date*(Johannes
    Roebers)

President, Chief Executive Officer, Assistant Secretary and
    Director

June 22, 2011*(Sandy
    A. Alipio)

Treasurer and Chief Financial Officer

June 22, 2011/s/  John
    L. Donahue(John
    L. Donahue)

Vice President, Secretary and Director

June 22, 2011*(Douglas
    Love)

Vice President and Director

June 22, 2011*By:

/s/  Shane
    M.
    CookeShane
    M. CookeAttorney-in-Fact  
 II-12




---



##### Table of Contents



By:
    /s/  Shane
    M. CookeName:     Shane
    M. Cooke
    Title:       Director 
 
   
  
 Signature

Title

Date*(William
    F. Daniel)

Director

June 22, 2011/s/  Shane
    M. Cooke(Shane
    Cooke)

Director

June 22, 2011*(Mary
    Sheahan)

Director

June 22, 2011*By:

/s/  Shane
    M.
    CookeShane
    M. CookeAttorney-in-Fact  
 II-13




---



##### Table of Contents



By:
    /s/  John
    L. DonahueName:     John
    L. Donahue
    Title:       Assistant
    Secretary 
 
   
  
 Signature

Title

Date*(G.
    Kelly Martin)

President and Chief Executive Officer

June 22, 2011*(Sandy
    A. Alipio)

Treasurer and Chief Financial Officer

June 22, 2011*(Johannes
    Roebers)

Vice President, Secretary and Director

June 22, 2011*(Kathleen
    Martorano)

Director

June 22, 2011*(Douglas
    Love)

Vice President and Director

June 22, 2011By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-14




---



##### Table of Contents



By:
    /s/  John
    L. DonahueName:     John
    L. Donahue
    Title:       Assistant
    Secretary 
 
   
  
 Signature

Title

Date*(James
    L. Botkin)

President and Chief Executive Officer and Director

June 22, 2011*(Nancy
    Neill)

Treasurer, Chief Financial Officer, Secretary and Director

June 22, 2011By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-15




---



##### Table of Contents



By:
    /s/  John
    L. DonahueName:     John
    L. Donahue
    Title:       Assistant
    Secretary 
 
   
  
 Signature

Title

Date*(James
    L. Botkin)

President and Chief Executive Officer and Director

June 22, 2011*(Nancy
    Neill)

Treasurer, Chief Financial Officer and Director

June 22, 2011By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-16




---



##### Table of Contents



By:
    /s/  John
    L. DonahueName:     John
    L. Donahue
    Title:       Assistant
    Secretary 
 
   
  
 Signature

Title

Date*(G.
    Kelly Martin)

President and Chief Executive Officer

June 22, 2011*(Sandy
    A. Alipio)

Treasurer and Chief Financial Officer

June 22, 2011*(Johannes
    Roebers)

Vice President, Secretary and Director

June 22, 2011*(Douglas
    Love)

Vice President and Director

June 22, 2011*By:

/s/  Shane
    M. CookeShane
    M. CookeAttorney-in-Fact  
 II-17




---



##### Table of Contents



By:
    /s/  Shane
    M. CookeName:     Shane
    M. Cooke
    Title:       Attorney-in-Fact 
 
   
  
 Signature

Title

Date*(Kevin
    Insley)

Director

June 22, 2011(Karen
    S. Kim)

Director*(David
    G. Carrick)

Director

June 22, 2011*By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-18




---



##### Table of Contents



By:
    /s/  Shane
    M. CookeName:     Shane
    M. Cooke
    Title:       Attorney-in-Fact 
 
   
  
 Signature

Title

Date/s/  ANT
    Management (Netherlands) B.V.(ANT
    Management (Netherlands) B.V.)

Managing director

June 22, 2011/s/  Pieter
    Bosse(Pieter
    Bosse)

Managing director

June 22, 2011*(William
    F. Daniel)

Managing director

June 22, 2011*(Wim
    Kok)

Managing director

June 22, 2011*By:

/s/  Shane
    M. CookeShane
    M. Cooke
    Attorney-in-Fact  
 II-19




---



##### Table of Contents



EXHIBIT INDEX
  
 Exhibit No.

Description3.1

Memorandum and Articles of Association of Elan Corporation, plc
    (incorporated by reference to Exhibit 1.1 of the Annual Report
    on Form 20-F of Elan Corporation, plc filed with the Commission
    on February 24, 2011).3.2

Memorandum and Articles of Association of Elan Finance Public
    Limited Company (incorporated by reference to Exhibit 3.2 of the
    Registration Statement on Form F-4 of Elan Corporation, plc (SEC
    File No. 333-128234) filed with the Commission on September 9,
    2005).3.3

Certificate of Incorporation of Elan Finance Corp. (incorporated
    by reference to Exhibit 3.3 of the Registration Statement on
    Form F-4 of Elan Corporation, plc (SEC File No. 333-128234)
    filed with the Commission on September 9, 2005).3.4

By-Laws of Elan Finance Corp. (incorporated by reference to
    Exhibit 3.4 of the Registration Statement on Form F-4 of Elan
    Corporation, plc (SEC File No. 333-128234) filed with the
    Commission on September 9, 2005).4.1

Indenture dated as of August 17, 2010, among Elan Finance public
    limited company, Elan Finance Corp., Elan Corporation, plc, the
    Subsidiary Note Guarantors party thereto and The Bank of New
    York Mellon, as Trustee (incorporated by reference to Exhibit
    99.1 of the Report of Foreign Issuer on Form 6-K of Elan
    Corporation, plc (SEC File No. 001-13896) filed with the
    Commission on December 13, 2010).4.2

Form of 8.75% Senior Note due 2016 (incorporated by
    reference to Exhibit A of the Indenture attached as Exhibit 4.1
    hereto).4.3

Registration Rights Agreement dated August 17, 2010 among Elan
    Finance public limited company, Elan Finance Corp., Elan
    Corporation, plc, certain Subsidiary Guarantors and Morgan
    Stanley & Co. Incorporated, Citigroup Global Markets Inc.
    and J & E Davy (incorporated by reference to Exhibit 99.2
    of the Report of Foreign Issuer on Form 6-K of Elan Corporation,
    plc filed with the Commission on December 13, 2010).5.1

Opinion of A&L Goodbody regarding legality as to Irish law.5.2

Opinion of A&L Goodbody regarding legality as to English
    law.5.3

Opinion of Cahill Gordon & Reindel
    llp regarding
    legality.5.4

Opinion of Casner & Edwards, LLP regarding legality.5.5

Opinion of Conyers Dill & Pearman Limited regarding
    legality.5.6

Opinion of NautaDutilh N.V. regarding legality.12.1

Ratio of Earnings to Fixed Charges.21.1

Subsidiaries of Elan Corporation, plc (incorporated by reference
    to Exhibit 8.1 of the Annual Report on Form 20-F of Elan
    Corporation, plc filed with the Commission on February 24, 2011).23.1

Consent of A&L Goodbody (included in Exhibit 5.1).23.2

Consent of A&L Goodbody (included in Exhibit 5.2).23.3

Consent of Cahill Gordon & Reindel
    llp (included in
    Exhibit 5.3).23.4

Consent of Casner & Edwards, LLP regarding legality
    (included in Exhibit 5.4).23.5

Consent of Conyers Dill & Pearman Limited (included in
    Exhibit 5.5).23.6

Consent of NautaDutilh N.V. (included in Exhibit 5.6).23.7

Consent of Independent Registered Public Accounting Firm, KPMG.24.1

Powers of Attorney are included in the signature pages of this
    registration statement.*25.1

Statement of Eligibility and Qualification under the Trust
    Indenture Act of 1939 on Form T-1 of The Bank of New York
    Mellon, as Trustee under the 2016 Indenture issued August 2010.99.1

Form of Letter of Transmittal.99.2

Form of Notice of Guaranteed Delivery.99.3

Form of Letter to Clients.99.4

Form of Letter to Brokers, Dealers, Commercial Banks, Trust
    Companies and Other Nominees.  
   
  *
    
    Previously filed.