el26877045-ex99

THIRD SUPPLEMENTAL INDENTURE

This Third Supplemental Indenture, dated as of October 9, 2012 (this “Third Supplemental Indenture”), among Elan Finance public limited company, a public limited liability company incorporated and registered under the laws of Ireland, and Elan Finance Corp., a Delaware corporation, as co-issuers (together, the “Issuers”), Elan Corporation, plc, as a guarantor of the Notes (the “Company”), the Subsidiary Note Guarantors party hereto (the “Subsidiary Guarantors” and, together with the Company, the “Note Guarantors”), BNY Mellon Corporate Trustee Services Limited (formerly known as BNY Corporate Trustee Services Limited) (the “Trustee”), as Trustee under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Issuers and the Trustee have heretofore executed and delivered an Indenture, dated as of October 2, 2009 (as amended, supplemented, waived or otherwise modified, the “Indenture”), among the Issuers, the Company, each of the Subsidiary Guarantors, the Trustee, The Bank of New York Mellon, a New York banking corporation and The Bank of New York Mellon (Luxembourg) S.A., a corporation incorporated under the laws of Luxembourg, providing for the issuance of 8.750% Senior Notes due 2016 of the Issuers (the “Notes”);

WHEREAS, Section 9.2 of the Indenture provides that, subject to certain exceptions, the Issuers, the Note Guarantors and the Trustee may amend the Indenture or the Notes with the written consent of the holders of at least a majority in principal amount of the then-Outstanding Notes affected (the “Requisite Consents”);

WHEREAS, on September 24, 2012, the Issuers commenced a tender offer to purchase any and all of the outstanding Notes and to solicit consents (collectively, the “Tender Offer and Consent Solicitation”) from each of the holders of the Notes to the adoption of certain amendments that would eliminate or modify substantially all restrictive covenants, certain events of default and other provisions contained in the Indenture (the “Proposed Amendments”), pursuant to an Offer to Purchase and Consent Solicitation Statement, dated as of September 24, 2012 (along with any amendments, modifications or supplements thereto, the “Offer to Purchase and Consent Solicitation Statement”);

WHEREAS, pursuant to the Tender Offer and Consent Solicitation, the Issuers have obtained and delivered to the Trustee the Requisite Consents to approve the Proposed Amendments, along with an Officers’ Certificate in accordance with Section 11.4(1) of the Indenture and an Opinion of Counsel in accordance with Section 11.4(2) of the Indenture, and the Issuers, the Company, each of the Note Guarantors and the Trustee are undertaking to execute and deliver this Third Supplemental Indenture to adopt the Proposed Amendments; and

WHEREAS, all acts and requirements necessary to make this Third Supplemental Indenture the legal, valid and binding obligation of the Issuers, the Company and the Subsidiary Guarantors have been done.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuers, the Company, the Note Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Defined Terms. Unless otherwise defined in this Third Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.

ARTICLE II

AMENDMENTS

Section 2.1. Amendments to Certain Provisions in Article III of the Indenture.

(i)

The Indenture is hereby amended to delete the following sections in their entirety:

(a)

Section 3.8 (Limitation on Incurrence of Additional Indebtedness);

(b)

Section 3.9 (Limitation on Restricted Payments);

(c)

Section 3.10 (Limitation on Asset Sales);

(d)

Section 3.11 (Limitation on Designation of Unrestricted Subsidiaries);

(e)

Section 3.12 (Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries);

(f)

Section 3.13 (Limitation on Liens);

(g)

Section 3.14 (Limitation on Transactions with Affiliates); and

(h)

Section 3.15 (Reports to Holders).

(ii)

The failure to comply with the terms of any of the Sections of the Indenture set forth in clause (i) above shall no longer constitute a Default or an Event of Default under the Indenture and shall no longer have any other consequence under the Indenture.

Section 2.2.

Amendments to Certain Provisions in Article IV of the Indenture.

(i)

The Indenture is hereby amended to delete clauses (b) and (c) of Section 4.1 (Merger, Consolidation and Sale of Assets).

(ii)

All references to Section 4.1 of the Indenture shall mean Section 4.1, as amended by this Third Supplemental Indenture.

Section 2.3. Amendments to Certain Provisions in Article VI of the Indenture.

(i)

The Indenture is hereby amended to delete clauses (4), (5) and (6) of Section 6.1(a) (Events of Default) in their entirety and all references thereto contained in Section 6.1 and elsewhere in the Indenture in their entirety, and the occurrence of the events described in clauses (4), (5) and (6) of Section 6.1(a) shall no longer constitute Events of Default.

(ii)

All references to Section 6.1 of the Indenture shall mean Section 6.1, as amended by this Third Supplemental Indenture.

Section 2.4 Amendments to Certain Provisions in Article I of the Indenture.

(i)

All definitions set forth in Section 1.1 of the Indenture that relate to defined terms used solely in sections deleted by this Third Supplemental Indenture are hereby deleted in their entirety.

ARTICLE III

MISCELLANEOUS

Section 3.1. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Third Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.2. Governing Law, etc. This Third Supplemental Indenture shall be governed by the provisions set forth in Section 11.8 of the Indenture.

Section 3.3. Severability. In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.4. Ratification of Indenture, Third Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the

terms, conditions and provisions thereof shall remain in full force and effect. This Third Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

Section 3.5. Duplicate and Counterpart Originals. The parties may sign any number of copies of this Third Supplemental Indenture in original or facsimile signature. One signed copy or facsimile is enough to prove this Third Supplemental Indenture. This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Section 3.6. Effectiveness. This Third Supplemental Indenture shall be effective and binding immediately upon its execution and delivery by all parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in Article II of this Third Supplemental Indenture shall not become effective until the time of payment or deposit with the Paying Agent (the “Payment Date”) of an amount of money sufficient to pay for a majority in principal amount of the then-Outstanding Notes that are validly tendered, not validly withdrawn and accepted pursuant to the Tender Offer and Solicitation (including any applicable consent payments) at the earlier of (i) the Early Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement) and (ii) the Final Settlement Date (as defined in the Offer to Purchase and Consent Solicitation Statement).

Section 3.7. Trustee Makes No Representations. The recitals contained herein may be taken as the statements of the Issuers, the Company and the Subsidiary Guarantors and the Trustee does not assume any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Third Supplemental Indenture. All rights, protections, privileges, indemnities and benefits granted or afforded to the Trustee under the Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to all actions taken, suffered or omitted by the Trustee under this Third Supplemental Indenture.

Section 3.8. Notes. The Notes include certain of the foregoing provisions from the Indenture. Effective on the Payment Date, such provisions of the Notes shall be deemed deleted or amended, as applicable.

Section 3.9 Headings. The headings of the Articles and Sections in this Third Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the date first above written.

	ELAN FINANCE PUBLIC LIMITED COMPANY


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director


	By:	/s/ Mary Sheahan
		Name: Mary Sheahan
		Title: Director

	ELAN FINANCE CORP.


	By:	/s/ John L. Donahue
		Name: John L. Donahue
		Title: Vice President and Secretary

Attest:


By:	/s/ Alan Campion
	Name: Alan Campion
	Title: Treasurer and Chief Financial Officer

	ELAN CORPORATION, PLC


	By:	/s/ Kyran McLaughlin
		Name: Kyran McLaughlin
		Title: Director


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Secretary

	ELAN INTERNATIONAL INSURANCE LTD.


	By:	/s/ Kevin Insley
		Name: Kevin Insley
		Title: President & Director

	ELAN INTERNATIONAL SERVICES LTD.


	By:	/s/ Kevin Insley
		Name: Kevin Insley
		Title: President & Director

	NEURALAB LIMITED


	By:	/s/ Kevin Insley
		Name: Kevin Insley
		Title: President & Director

	CRIMAGUA LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ORCHARDBROOK LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ELAN HOLDINGS LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ELAN MANAGEMENT LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ELAN PHARMA INTERNATIONAL LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ELAN SCIENCE FIVE LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ELAN INTERNATIONAL FINANCE LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	THE INSTITUTE OF BIOPHARMACEUTICS LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	KEAVY FINANCE LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ELAN REGULATORY HOLDINGS LIMITED


	By:	/s/ William F. Daniel
		Name: William F. Daniel
		Title: Director

	ATHENA NEUROSCIENCES, INC.


	By:	/s/ John L. Donahue
		Name: John L. Donahue
		Title: Assistant Secretary

	ELAN PHARMACEUTICALS, INC.


	By:	/s/ John L. Donahue
		Name: John L. Donahue
		Title: Secretary

	DRUG DELIVERY SYSTEMS INC.


	By:	/s/ John L. Donahue
		Name: John L. Donahue
		Title: Secretary

	MONKSLAND HOLDINGS B.V.


	By:	/s/ ANT Management (Netherlands) B.V.
		Name: ANT Management (Netherlands) B.V.
		Title: Director

	The Trustee
	Signed for and on behalf of
	BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED (formerly known as BNY Corporate Trustee Services Limited)


	By:	/s/ Beth Kleeh
		Name: Beth Kleeh
		Title: Vice President