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Exhibit 4(c)(23)

2-Year Cliff and Vesting




ELAN CORPORATION, plc

2006 LONG TERM INCENTIVE PLAN

(2009 AMENDMENT AND RESTATEMENT)




NONSTATUTORY STOCK OPTION AGREEMENT




	 	 	 
	Nonstatutory Stock Option

	 	This Option is not intended to be an
incentive stock option under section 422
of the Internal Revenue Code and will be
interpreted accordingly.
	 
	 	 
	Vesting

	 	Your right to exercise this Option vests
in total on the first anniversary of the
Vesting Start Date, as shown on the
cover sheet. The percentage of the
total number of Shares for which this
Option will be exercisable is as
follows:






	 	 	 	 	 
	Anniversary of Vesting	 	 
	Start Date:	 	Percentage
	Second

	 	 	100	%






	 	 	 
	 

	 	Except as otherwise provided in the Plan, the entire Option becomes exercisable if
(i) you have served as a member of the Board of Directors of Elan for six or more years and your service as a Director
terminates due to your retirement or resignation; (ii) Elan is subject to a Change in Control (as defined in the Plan)
and your service as a Director terminates for any reason; (iii) you die while you are still a Director; or (iv) your
service as a Director terminates because of your Total and Permanent Disability (as defined below).
	 
	 	 
	 

	 	No additional Shares will vest after the
date your Elan service has terminated
for any reason.
	 
	 	 
	Term

	 	Your Option will expire in any event at
the close of business at Elan’s
registered office on the day before the
10th anniversary of the Date of Option
Grant, as shown on the cover sheet. (It
will expire earlier if your Elan service
terminates, as described below.)
	 
	 	 
	Death

	 	If you die prior to expiration of this
Option, then the right to exercise
vested Shares under this Option will
expire at the






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	 	 close of business at
Elan’s registered office on the date
twenty-four months after the date of
death (or on the tenth anniversary of
the Date of Option Grant, if earlier).
During that twenty-four month period,
your estate or heirs may exercise this
Option.
	 
	 	 
	Disability

	 	If your service as a Director terminates
because of your Total and Permanent
Disability, then your right to exercise
vested Shares under this Option will
expire at the close of business at
Elan’s registered office on the date
twenty-four months after your
termination date (or on the tenth
anniversary of the Date of Option Grant,
if earlier). “Total and Permanent
Disability” means that you are unable to
engage in any substantial gainful
activity by reason of any medically
determinable physical or mental
impairment which can be expected to
result in death or which has lasted, or
can be expected to last, for a
continuous period of not less than one
year.
	 
	 	 
	Six Years of Service with Elan

	 	 If you have served as a Director for six
or more years and your service as a
Director is terminated by your
retirement or resignation, then your
right to exercise vested Shares under
this Option will expire at the close of
business at Elan’s registered office on
the date twenty-four months after your
termination date (or on the tenth
anniversary of the Date of Option Grant,
if earlier).
	 
	 	 
	Regular Termination

	 	Except as provided above, if you have
not served as a Director for at least
six years at the time your service as a
Director terminates, then your right to
exercise vested Shares under this Option
will expire at the close of business at
Elan’s registered office on the 90th day
after your termination date (or on the
tenth anniversary of the Date of Option
Grant, if earlier).
	 
	 	 
	 

	 	Elan determines when your service
terminates for this purpose.
	 
	 	 
	Restrictions on Exercise

	 	Elan will not permit you to exercise
this Option if the issuance of Shares at
that time would violate any law or
regulation.
	 
	 	 
	Notice of Exercise

	 	When you wish to exercise this Option,
you must notify Elan by filing the
proper “Notice of Exercise” form at the
address given on the form. Your notice
must specify how many Shares you wish to
purchase. Your notice must also specify
how your Shares should be registered (in
your name only or in your and your
spouse’s names as community property or
as joint tenants with right to
survivorship). The notice will be
effective when it is received by Elan.






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	 	If someone else wants to exercise this
Option after your death, that person
must prove to Elan’s satisfaction that
he or she is
entitled to do so.
	 
	 	 
	Form of Payment

	 	When you submit your Notice of Exercise,
you must include payment of the Exercise
Price for the Shares you are purchasing.
Payment may be made by your personal
check, a cashier’s check or a money
order.
	 
	 	 
	Taxes

	 	You will not be allowed to exercise this
Option unless you make acceptable
arrangements to pay any taxes that may
be due as a result of the Option
exercise.
	 
	 	 
	Restrictions on Resale

	 	By signing this Agreement, you agree not
to sell any Option Shares at a time when
applicable laws or Elan policies
prohibit a sale.
	 
	 	 
	Transfer of Option

	 	Prior to your death, only you may
exercise this Option. You cannot
transfer or assign this Option. For
instance, you may not sell this Option
or use it as security for a loan. If
you attempt to do any of these things,
this Option will immediately become
invalid. You may, however, dispose of
this Option in your will.
	 
	 	 
	 

	 	Regardless of any marital property
settlement agreement, Elan is not
obligated to honor a Notice of Exercise
from your former spouse, nor is Elan
obligated to recognize your former
spouse’s interest in your Option in any
other way.
	 
	 	 
	Shareholder Rights

	 	You, or your estate or heirs, have no
rights as a shareholder of Elan until a
proper Notice of Exercise has been filed
with Elan and the Exercise Price has
been tendered. No adjustments are made
for dividends or other rights if the
applicable record date occurs before a
proper Notice of Exercise has been filed
with Elan and the Exercise Price has
been tendered, except as described in
the Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock
dividend or a similar change in Elan
stock, the number of Shares covered by
this Option and the Exercise Price per
Share may be adjusted pursuant to the
Plan. In the event where Elan is a
party to a merger, this Option will be
handled in accordance with the Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and
enforced under the laws of Ireland.






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	The Plan and Other Agreements

	 	The text of the Plan and any amendments
thereto are incorporated in this
Agreement by reference.
	 

	 	This Agreement and the Plan constitute
the entire understanding between you and
Elan regarding this Option. Any prior
agreements, commitments or negotiations
concerning this Option are superseded.





By signing the cover sheet of this Agreement, you agree to all of the terms and conditions
described above and in the Plan and evidence your acceptance of the powers of the Committee of the
Board of Directors of the Company that administers the Plan.




Revised: December 2008





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