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Exhibit 4(c)(13)




[ELAN CORPORATION, PLC. LETTERHEAD]




			
	Lars Ekman Ph.D	 	 
	Verschaffelstr. 9
	 	20 November 2000
	D-40593 Duesseldorf	 	 
	GERMANY	 	 






Dear Dr. Ekman,




We are pleased to offer you the position of President, Research & Development, at Elan
Pharmaceuticals reporting to the President, Elan Pharmaceuticals. Your current starting salary will
be $31,250/month with a one-time sign-on bonus of $100,000 less required withholding taxes and
deductions. The sign-on bonus is deemed to include incidental resettlement expenses, and special
education needs and loss of company car. You will also be eligible to participate in the Management
Bonus plan for the year 2001 and subsequent years, with cash awards up to a maximum of 50% of your
base annual salary with Elan. Your bonus will be paid based on achievement versus annual objectives
agreed between us.



We are relying on you to exercise your specialized learning, expertise and judgement to provide
high-quality services, and to meet job objectives standards as you and Elan’s management may
establish.



Elan Pharmaceuticals will recommend that Elan’s Organization and Compensation Committee (the
“Committee”) of its Board of Directors to offer you a stock option for 125,000 Elan American
Depositary Shares, evidenced by American Depositary Receipts, and will be at an exercise price
equal to the fair market value of such shares on the date the award is approved by the Committee.
Elan’s stock options generally vest over a four-year period: one half (50%) after two years; the
next quarter (25 %) after three years and the final quarter (25%) after four years, provided, that
you remain an employee on each vesting date. Please note, however, that before and as a condition
to the issuance of any stock options, all transactions, including the number of shares, must be
approved by the Committee.



You will be eligible for Elan Pharmaceuticals’ relocation package. For details, please contact
Campbell Fitch in Dublin at Ph: 353-1-709-4138. Full purchase/sale expenses of relocation including
any interest penalty arising from the sale of your home in Germany, will be grossed up where
necessary to compensate net out of pocket costs. Any Relocation Expenses paid to you shall be
repaid by you in full within (30) days of written demand by Elan if you terminate



 









 





Lars Ekman, Ph.D

November 20, 2000

Page 2



our relationship within one year of your employment, other than because of your death or permanent
disability. The Relocation Expenses to be repaid shall be reduced by a prorated amount
corresponding to the number of full months worked from your actual start date to the date of
termination of your employment, as compared to a full year. Thus, after twelve months of continuous
employment, you would have no obligation to repay any part of Relocation Expenses previously paid
by Elan. Any amount not timely paid will bear interest at ten percent (10%) per annum.




You will also be eligible for the following:




	•	 	Short term accommodation: six months full coverage for tax costs of appropriate
furnished rented accommodation in the Bay Area. This coverage can be extended in
agreement with Elan Management.
	 
	•	 	Independent financial counselling will be provided by Decker & Associates.
	 
	•	 	Pre- and post-tax planning ($10,000 maximum).
	 
	•	 	Travel – business class international (with Elan’s preferred carrier). First
class on domestic. Family travel as required initial six months, thereafter, two
annual return fares to Europe for self and family.
	 
	•	 	Mortgage penalty – Upon redemption of your German mortgage , Elan is committed
to providing a solution which is mutually acceptable to both parties with respect to
any penalties that you incur for early termination of the policy.
	 
	•	 	Elan will be prepared to advance you an interest free, five year, forgivable
loan. The amount to be determined: SF base $500,000 or East Coast base $400,000,
forgiven at twenty percent (20%) per year*, secured by a second deed of trust on your
new home. The terms of this loan will be described in a separate loan agreement
between you and Elan, however, our intention is that one hundred percent (100%) of
this loan will be forgiven as based on a loan in the amount of $500,000:





	 	 	 	 	 
	 	 	Amount Forgiven	 	Note Balance
	 
	 	 	 	 
	End of year *1
	 	$100,000	 	$400,000
	 
	 	$100,000	 	$300,000
	 
	 	$100,000	 	$200,000
	 
	 	$100,000	 	$100,000
	 
	 	$100,000	 	$0








 




			
	*	 	Determined as the annual anniversary of the closing date of the loan.




 









 










Lars Ekman, Ph.D

November 20, 2000

Page 3





	•	 	In the event of any of the following, Elan will provide one (1)
year’s annual salary: layoff, dismissal, elimination of your
position, sale of company, change of control, or a material decrease
in your earning potential or benefits. In the event of any of the
above, your stock options will vest in line with our policy. Elan
will provide you repatriation costs to Europe, covered by the
relocation policy in force at the time.
	 
	•	 	German Pension Plan- We will review the benefit that you would have
accrued had you remained in employment until retirement age with
Schwarz. Elan is prepared to seek a suitable alternative, cost
effective vehicle, as you will lose this benefit as an early leaver,
ie the benefit will not be vested.





You will be eligible to participate in a variety of U.S.employee benefits and 401(k) participation
made available to the employees of Elan Pharmaceuticals. These benefits, as currently in effect,
are described in the enclosed enrollment packet. You will receive further detailed information
regarding these benefits as a part of your orientation at Elan Pharmaceuticals. Employee benefits
may change from time to time at the discretion of the Company or location. Details of these
benefits have been sent to you under separate cover.



Your employment is ”at will” and either you or Elan Pharmaceuticals has the right to terminate that
employment relationship at any time, with or without notice or a reason. Nothing in this letter
should be taken as a guarantee of continued employment or a specific term of employment.



We would like to remind you that this offer of employment is contingent upon our verification of
certain information that you have provided to us in the process of applying for employment with
Elan Pharmaceuticals. As a condition of employment, you will be required to sign an Employee’s
Proprietary Information and Inventions Agreement, a copy of which is enclosed for your review. On
the first day of employment, we will also ask you to verify employment eligibility for Immigration
and Naturalization Service purposes.



Please indicate your acceptance of our offer of employment by signing one of the enclosed originals
of this letter and returning it to me. Signing this letter also signifies your understanding that
this letter sets out our entire agreement of the matters covered, which can be modified only by our
written agreement, signed by a duly authorized representative of Elan Corporation, plc.



 









 





Lars Ekman, Ph.D

November 20, 2000

Page 4




Dr. Ekman, we look forward to agreeing a mutually satisfactory commencement date and l believe that
your experience and enthusiasm will contribute greatly to the achievement of Elan’s goals.



Yours sincerely,




/s/ Donal J. Geaney




Donal J. Geaney




ACCEPTANCE:




	 	 	 	 	 
	/s/ Lars Ekman

	 	27.11.00	 	 
	 

	 	 	 	 
	Lars Ekman Ph.D.

	 	Dated	 	 






	 	 	 
	Enclosures:

	 	Benefits Enrollment Packet
	 

	 	Employee Handbook
	 

	 	Employee Proprietary Information and Inventions Agreement






 









 






DO NOT DESTROY THIS ORIGINAL NOTE: When paid, said original note, together with the Deed of Trust
securing same, must be surrendered to Trustee for cancellation and retention before reconveyance
will be made.



NOTE SECURED BY DEED OF TRUST




					
	$600,000.00
	 	San Diego, California,
	 	August 13, 2001
	 
	 	 	 	 






	1.	 	Promise to Pay: In return for a loan, receipt of which is acknowledged, I, LARS EKMAN, the
undersigned, promise to pay ELAN PHARMACEUTICALS, I NC. or its order {“Employer” or “EPI”) the
principal amount of SIX HUNDRED THOUSAND V.S. DOLLARS (U.S. $600,000 00), on the terms stated
in this Note Secured by Deed of Trust (the “Note”). (Said Ioan hereinafter referred to as the
“Loan.”) This Note is given by EPI in reliance upon my undertaking employment, and the Note’s
maturity is contingent upon my continued employment at EPl, as described below. I understand
and agree that the proceeds of this Note are to be used exclusively in the purchase of my
primary residence located at La Jolla, CA 92037. I agree not to assign, transfer, encumber or
convey all or any part of my interest in that property, or to vacate that property and
establish a principal residence elsewhere, without giving EPl at least ninety (90) days’ prior
written notice of my intent to do so.
	 
	2.	 	Interest: The Loan will be interest-free unless there is a Default, as defined below, in the
payment when due of the principal amount of the Loan. in the event of a Default, interest will
be charged from the date of Default at the rate of ten percent (10%) per year or the maximum
legal rata, whichever is less, on all outstanding principal until the principal has been paid
in full. Interest in such event will be computed on the basis of a 365 or 366 day year (as
applicable) and actual days elapsed, and compounded monthly. I understand that the receipt of
an interest-free loan may potentially have U.S. income tax consequences to me, and that I will
be solely responsible for any state, federal or other income or similar tax consequences now
or hereafter incurred as a result of receiving such a loan, whether due to imputed income or
otherwise.
	 
	3.	 	Repayment Plan: Principal amounts under this Note will be forgiven by EPI in the following
amounts, without any further notice or action required, but only if I continuously remain a
full-time employee of EPI from the date of this Note and am a full-time employee of EPI on the
date shown (without proration for partial years):





	 	 	 	 	 
	Anniversary Date of Note	 	Amount Forgiven	 	Principal Remaining
	 
	 	 	 	 
	      First
	 	$120,000.00	 	$480,000.00
	      Second
	 	$120,000.00	 	$360,000.00
	      Third
	 	$120,000.00	 	$240,000.00
	      Fourth
	 	$120,000.00	 	$120,000.00
	      Fifth
	 	$120,000.00	 	-0-






PAGE 1 of 5 PAGES OF

NOTE SECURED BY DEED OF TRUST

October 16, 2001




 









 






	 	 	No payments of principal under this Note will be due unless maturity of the Note accelerates
as provided below. This Note will mature, and the entire principal amount then outstanding
will be due in full, to the extent not previously forgiven as described above, on the
Maturity Date, as defined below.

	 
	 	 	TAX: I understand that the forgiveness of principal of the Loan may potentially have income
tax consequences to me, and that I will be solely responsible for any state, federal or
other income or similar tax consequences now or hereafter incurred as a result of such
forgiveness, whether due to debt forgiveness income or otherwise. I further understand that
EPI’s policy is to withhold the applicable income tax each year in approximately equal
installments over two (2) consecutive pay periods (2 paychecks).

	 
	4.	 	Acceleration: I also understand and agree that the then-outstanding principal amount of this
Note (excluding the amounts, if any, previously forgiven hereunder) will immediately be
accelerated and become due and payable, without the need for demand or notice of any kind, as
of the date (the “Maturity Date”) which is ninety (90) days after the date my employment with
EPI is terminated by either party for any reason, or ends for any reason other than my death
or disability, in which case the Maturity Date shall be six (6) months from the date of my
death or disability. For the purposes of this Note, “disability” shall mean a physical or
mental disability of a nature which, in EPI’s opinion, makes ii impossible for me to perform
my employment obligations. All payments, when received, will be applied as follows: first, to
any overdue loan charges or other amounts due under this Note which are not interest or
principal; second, to interest due, and third, to reduce the unpaid
principal balance I
understand that nothing in this Note shall constitute a guarantee or promise of continued
employment, or alter the at-will nature of my employment at EPI.
	 
	5.	 	Leaves of Absence: If I take an unpaid leave of absence which is approved in writing by EPI,
it is understood that for the purposes of this Note any such leave shall not be considered to
be an interruption in my full-time employment for the duration of such leave. If for any
reason I fail to return to work at the conclusion of any leave, however, the termination and
acceleration provisions above will be invoked and the Maturity Date applied.
	 
	6.	 	Security: This Note is secured by a second lien upon my principal residence, the purchase of
which is the purpose of the Loan. That lien is evidenced by a deed of trust to FIRST AMERICAN
TITLE INSURANCE COMPANY, a California corporation as Trustee, in favor of EPI (the “Deed of
Trust”), affecting the property located at La Jolla, CA 92037, which I agree to execute and
cause to be recorded in the appropriate real estate records in order to constitute a valid and
enforceable second lien upon that property, and upon any subsequent principal residence if my
current principal residence is sold or transferred. I understand that
EPI agrees to execute
and deliver a release of that Deed of Trust only upon my repayment or forgiveness in full of
all amounts due under this Note, or upon the sale or transfer of my principal residence
(provided a new Dead of Trust securing the remaining obligations under this Note or any
substituted Note, as EPI may





PAGE 2 of 5 PAGES OF

NOTE SECURED BY DEED OF TRUST

October 16, 2001





 









 









	 	 	determine, is duly executed and recorded at the time of the purchase of my subsequent
principal reaidence). Such Deed of Trust shall continue in force with respect to any
extension, renewal or modification of this Note.
	 
	7.	 	Default: I understand that l will be in default under this Note if I fail to make any payment
when required or breach any other obligation hereunder, or if there is a default by the
trustor(s) under any deed of trust secured by my residence (whether in favor of EPI or another
lender). If a Note payment is not made when due, no further notice or demand of any kind will
be required or given, and this Note will then be in default. If a default occurs under this
Note for any reason other than failing to make a required payment, or because of an alleged
borrower default under a deed of trust secured by my reaidence, EPI will provide me with
written notice that a default will be declared under this Note if the default is not cured to
EPI’s satisfaction within thirty (30) days of the date of that notice If such cure is not made
during that thirty-day period, the entire outstanding principal and unpaid interest will
become immediately due and payable, to the extent not already due. I agree to provide EPI with
prompt written notice of any alleged default under a deed of trust in favor of another lender.
	 
	8.	 	Waiver/Amendment of Rights: EPI can waive or delay enforcing timely payments or performance
of any of my obligations without impairing its enforcement rights hereunder and under the Deed
of Trust, but no such waiver shall be effective unless in writing and signed by an officer of
EPI. I hereby waive protest, notice of protest, presentment, dishonor, notice of dishonor and
demand. This Note may be amended or modified only by a written agreement signed by the party
to be obligated by the modification or amendment {which, in the case of EPI, shall be signed
by a corporate officer).
	 
	9.	 	California Law Applies: This Note shall be governed by the laws of the State of California
and the parties agree that the courts of San Diego, California shall be the sole jurisdiction
and venue in which any action arising out of this Note may be brought.
	 
	10.	 	Miscellaneous: I understand that while I cannot assign any of my obligations under this Note,
the Note will inure to the benefit of any heirs, successors, personal representatives or
permitted assigns of either party. The Parties acknowledge that this current Note and
corresponding Deed of Trust reflect the Parties’ full intentions and complete agreement. The
Parties further acknowledge that they each have had the opportunity to review the Note and
Deed of Trust with their respective legal counsel and that Attorney Robert E. Muir represents
only EPl.
	 
	11.	 	Attorney’s Fees and Costs: Should suit or a non-judicial foreclosure be commenced to collect
this Note or any portion thereof the prevailing party shall be entitled to recover reasonable
attorney fees and costs.





///




///




PAGE 3 of 5 PAGES OF

NOTE SECURED BY DEED OF TRUST

October 16, 2001





 









 









	12.	 	Signature: By signing below, I understand that I am agreeing to all the terms and conditions
of this Note. I am also attaching a Spousal Consent Form to this Note.





	 	 	 	 	 	 
	 

	 	 	 	 	EMPLOYEE:
	 
	 	 	 	 	 
	DATED:

	 	Aug 12, 2002
	 	 	/s/ Lars Ekman
	 

	 	 
	 	 	 
	 

	 	 	 	 	LARS EKMAN






[NOTARIAL ACKNOWLEDMENT HERE]




PAGE 4 of 5 PAGES OF

NOTE SECURED BY DEED OF TRUST

October 16, 2001





 









 








SPOUSAL CONSENT




I am married to the Borrower to whom the loan evidenced by this Note Secured by Deed of Trust is
being made. I understand that:




	 	a)	 	The amount due under this Note contains a balloon payment and is secured by a second
lien in favor of EPI on my principal residence, in which I have an interest as a joint
tenant; and
	 
	 	b)	 	If my spouse fails to make any payment under this Note, or if an event of default or
acceleration occurs as described in this Note or the Deed of Trust, my interest in the
residence may be foreclosed upon, which may include a sale of that residence.





With these understandings, I give this consent to the Loan, the Note and the Deed of Trust
irrevocably, knowingly and voluntarily and free of any coercion, undue influence or duress and
agree to sign the Deed of Trust or other documents as may be necessary to carry out this
transaction.



	 	 	 	 	 	 
	 

	 	 	 	 	SPOUSE:
	 
	 	 	 	 	 
	DATED:

	 	5/29/02
	 	 	/s/ Siri Ekman
	 

	 	 
	 	 	 
	 

	 	 	 	 	SIRI EKMAN






[NOTARIAL ACKNOWLEDMENT HERE]




PAGE 5 of 5 PAGES OF

NOTE SECURED BY DEED OF TRUST

October 16, 2001





 









 








AMENDMENT TO NOTE SECURED BY DEED OF TRUST




Dr. Lars Ekman entered into a Note Secured by Deed of Trust on August 13, 2001 (the “Note”). Under
Section 3 of the Note the $600,000 principal amount due under the Note was to be forgiven by Elan
Pharmaceuticals, Inc (“EPI”) in five equal $120,000 installments on the each of the first five
anniversary dates of the execution of the Note so long as Dr. Ekman remained continuously employed
by EPI though such anniversary dates. By this Amendment, EPI agrees to accelerate the forgiveness
of the fifth $120,000 installment from August 13, 2006 to December 31, 2005, so long as Dr. Ekman
remains a full time employee of EPI through December 31, 2005. Except for such amendment the
provisions of the Note shall remain unchanged.



	 	 	 	 	 
	 	 	ELAN PHARMACEUTICALS, INC.
	 
	 	 	 	 
	 

	 	By
	 	/s/ Richard Collier
	 

	 	 	 	 
	 

	 	Its
	 	Secretary
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	LARS EKMAN
	 
	 	 	 	 
	 	 	/s/ Lars Ekman