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This excerpt taken from the ELN 6-K filed Mar 30, 2009. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by
U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs
of Elan. Under current Irish law, no stamp duty will be payable
on the acquisition of ADWSs or ADSs by persons purchasing such
ADWSs or ADSs, or on any subsequent transfer of an ADWS or ADS
of Elan. A transfer of Ordinary Shares, whether on sale, in
contemplation of a sale or by way of gift will attract duty at
the rate of 1% on the consideration given or, where the purchase
price is inadequate or unascertainable, on the market value of
the shares. Similarly, any such transfer of a warrant may
attract duty at the rate of 1%. Transfers of Ordinary Shares
that are not liable to duty at the rate of 1% are exempt. The
person accountable for payment of stamp duty is the transferee
or, in the case of a transfer by way of gift or for a
consideration less than the market value, all parties to the
transfer. Stamp duty is normally payable within 30 days
after the date of execution of the transfer. Late or inadequate
payment of stamp duty will result in a liability to pay interest
penalties and fines.
Table of Contents
Risk
Factors
You should carefully consider all of the information set
forth in this Annual Report, including the following risk
factors, when investing in our securities. The risks described
below are not the only ones that we face. Additional risks not
currently known to us or that we presently deem immaterial may
also impair our business operations. We could be materially and
adversely affected by any of these risks. This Annual Report
also contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements are not guarantees of
future performance, and actual results may differ materially
from those contemplated by such forward-looking statements.
Our
future success depends upon the continued successful
commercialisation of Tysabri and the successful development and
commercialisation of additional products. If Tysabri is not
commercially successful, either because of the incidence of
serious adverse events associated with Tysabri (including cases
of PML) or for other reasons, or if our Phase 3 clinical trials
for bapineuzumab are not successful and we do not successfully
develop and commercialise additional products, we will be
materially and adversely affected.
While approximately 39% of our 2008 revenue was generated by our
EDT business unit, we have only four marketed products and
several potential products in clinical development. Our future
success depends upon the continued successful commercialisation
of Tysabri, which accounted for 42% of our total revenue
for 2008, and the development and the successful
commercialisation of additional products, including bapineuzumab.
Uncertainty created by the serious adverse events that have
occurred or may occur, with respect to Tysabri, and the
restrictive labelling and distribution system for Tysabri
mandated by regulatory agencies, may significantly impair
the commercial potential for Tysabri. If there are more
serious adverse events in patients treated with Tysabri
(including cases of PML), then we may be seriously and
adversely affected.
We commit substantial resources to our R&D activities,
including collaborations with third parties such as Biogen Idec
with respect to Tysabri, and Wyeth and Transition, with
respect to parts of our Alzheimer’s disease programmes. We
have committed significant resources to the development and the
commercialisation of Tysabri and to the other potential
products in our development pipeline (in particular,
bapineuzumab). These investments may not be successful.
The proposed acquisition of Wyeth by Pfizer may cause Wyeth to
lose its focus on our collaboration. Should Pfizer acquire
Wyeth, Pfizer may devote less attention and resources to our
collaboration than Wyeth would have devoted, or, as part of the
acquisition or afterwards, Wyeth or Pfizer may divest
Wyeth’s interest in our collaboration. Any of these
outcomes could adversely affect our collaboration.
In the pharmaceutical industry, the R&D process is lengthy,
expensive and involves a high degree of risk and uncertainty.
This process is conducted in various stages and, during each
stage, there is a substantial risk that potential products in
our R&D pipeline, including product candidates from our
Alzheimer’s disease research programmes such as
bapineuzumab, ELND005 and ACC-001, will experience difficulties,
delays or failures. If our Phase 3 clinical trials for
bapineuzumab are not successfully completed, we will be
materially and adversely affected.
A number of factors could affect our ability to successfully
develop and commercialise products, including our ability to:
Table of Contents
Risk Factors
Even if we obtain positive results from preclinical or clinical
trials, we may not achieve the same success in future trials.
Earlier stage trials are generally based on a limited number of
patients and may, upon review, be revised or negated by
authorities or by later stage clinical results. The results from
preclinical testing and early clinical trials have often not
been predictive of results obtained in later clinical trials. A
number of new drugs and biologics have shown promising results
in initial clinical trials, but subsequently failed to establish
sufficient safety and effectiveness data to obtain necessary
regulatory approvals. Data obtained from preclinical and
clinical activities are subject to varying interpretations,
which may delay, limit or prevent regulatory approval. Clinical
trials may not demonstrate statistically sufficient safety and
effectiveness to obtain the requisite regulatory approvals for
product candidates. In addition, as happened with
Tysabri, unexpected serious adverse events can occur in
patients taking a product after the product has been
commercialised.
Our failure to continue to successfully commercialise Tysabri
and develop and commercialise other products (such as
bapineuzumab) would materially and adversely affect us.
This excerpt taken from the ELN 20-F filed Feb 26, 2009. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by
U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs
of Elan. Under current Irish law, no stamp duty will be payable
on the acquisition of ADWSs or ADSs by persons purchasing such
ADWSs or ADSs, or on any subsequent transfer of an ADWS or ADS
of Elan. A transfer of Ordinary Shares, whether on sale, in
contemplation of a sale or by way of gift will attract duty at
the rate of 1% on the consideration given or, where the purchase
price is inadequate or unascertainable, on the market value of
the shares. Similarly, any such transfer of a warrant may
attract duty at the rate of 1%. Transfers of Ordinary Shares
that are not liable to duty at the rate of 1% are exempt. The
person accountable for payment of stamp duty is the transferee
or, in the case of a transfer by way of gift or for a
consideration less than the market value, all parties to the
transfer. Stamp duty is normally payable within 30 days
after the date of execution of the transfer. Late or inadequate
payment of stamp duty will result in a liability to pay interest
penalties and fines.
Not applicable.
Not applicable.
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act).
In accordance with these requirements, the Company files Annual
Reports on
Form 20-F
with, and furnishes Reports of Foreign Issuer on
Form 6-K
to, the SEC. These materials, including our Annual Report on
Form 20-F
for the fiscal year ended December 31, 2008 and the
exhibits thereto, may be inspected and copied at the SEC’s
Public Reference Room at 100 F Street, NE,
Room 1580, Washington D.C. 20549. Copies of the materials
may be obtained from the Public Reference Room of the SEC at
100 F Street, NE, Room 1580,
Washington, D.C., at prescribed rates. The public may
obtain information on the operation of the SEC’s Public
Reference Room by calling the SEC in the United States at
1-800-SEC-0330.
As a foreign private issuer, all documents that were filed or
submitted after November 4, 2002 on the SEC’s EDGAR
system are available for retrieval on the website maintained by
the SEC at
http://www.sec.gov.
These filings and submissions are also available from commercial
document retrieval services.
Table of Contents
Copies of our Memorandum and Articles of Association may be
obtained at no cost by writing or telephoning the Company at our
principal executive offices. Our Memorandum and Articles of
Association are filed with the SEC as Exhibit 4.1 of our
Registration Statement on
Form S-8
(SEC File
No. 333-135185)
filed with the SEC on June 21, 2006. You may also inspect
or obtain a copy of our Memorandum and Articles of Association
using the procedures prescribed above.
Not applicable.
Market risk is the risk of loss from adverse changes in market
prices, interest rates and foreign exchange rates. Our future
earnings and cash flows are dependent upon prevailing market
rates. Accordingly, we manage our market risk by matching
projected cash inflows from operating, investing and financing
activities with projected cash outflows for debt service,
capital expenditures and other cash requirements. The majority
of our outstanding debt has fixed interest rates, which
minimizes the risk of fluctuating interest rates. Our exposure
to market risk includes interest rate fluctuations in connection
with our variable rate borrowings and our ability to incur more
debt, thereby increasing our debt service obligations, which
could adversely affect our cash flows.
This excerpt taken from the ELN 6-K filed Mar 31, 2008. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by
U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs
of Elan. Under current Irish law, no stamp duty will be payable
on the acquisition of ADWSs or ADSs by persons purchasing such
ADWSs or ADSs, or on any subsequent transfer of an ADWS or ADS
of Elan. A transfer of Ordinary Shares, whether on sale, in
contemplation of a sale or by way of gift will attract duty at
the rate of 1% on the consideration given or, where the purchase
price is inadequate or unascertainable, on the market value of
the shares. Similarly, any such transfer of a warrant may
attract duty at the rate of 1%. Transfers of Ordinary Shares
that are not liable to duty at the rate of 1% are exempt unless
the transfer is by way of security, in which event there is a
potential maximum charge of €630. The person accountable
for payment of stamp duty is the transferee or, in the case of a
transfer by way of gift or for a consideration less than the
market value, all parties to the transfer. Stamp duty is
normally payable within 30 days after the date of execution
of the transfer. Late or inadequate payment of stamp duty will
result in a liability to pay interest penalties and fines.
Elan Corporation, plc 2007 Annual
Report 143
Table of Contents
Risk
Factors
You should carefully consider all of the information set
forth in this Annual Report, including the following risk
factors, when investing in our securities. The risks described
below are not the only ones that we face. Additional risks not
currently known to us or that we presently deem immaterial may
also impair our business operations. We could be materially
adversely affected by any of these risks. This Annual Report
also contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements are not guarantees of
future performance, and actual results may differ materially
from those contemplated by such forward-looking statements.
Our
future success depends upon the continued successful
commercialisation of Tysabri and the successful development and
commercialisation of additional products. If Tysabri is not
commercially successful, either because of the incidence of
serious adverse events associated with Tysabri (including cases
of PML) or for other reasons, or if our Phase 2 and 3 clinical
trials for AAB-001 are not successful and we do not successfully
develop and commercialise additional products, we will be
materially and adversely affected.
While approximately 55% of our 2007 reported revenue was
generated by our EDT business unit, we have only four marketed
products and several potential products in clinical development.
Our future success depends upon the continued successful
commercialisation of Tysabri and the development and the
successful commercialisation of additional products.
Uncertainty created by the serious adverse events that have
occurred or may occur, with respect to Tysabri, and the
restrictive labelling and distribution system for Tysabri
mandated by regulatory agencies, may significantly impair
the commercial potential for Tysabri. If there are more
serious adverse events in patients treated with Tysabri
(including cases of PML), then we may be seriously and
adversely affected.
We commit substantial resources to our R&D activities,
including collaborations with third parties such as Biogen Idec
with respect to Tysabri, and Wyeth and Transition, with
respect to parts of our AD programmes. We have committed
significant resources to the development and the
commercialisation of Tysabri and to the other potential
products in our development pipeline (in particular, AAB-001).
These investments may not be successful.
In the pharmaceutical industry, the R&D process is lengthy,
expensive and involves a high degree of risk and uncertainty.
This process is conducted in various stages and, during each
stage, there is a substantial risk that potential products in
our R&D pipeline, including product candidates from our
Alzheimer’s disease research programmes such as AAB-001,
ELND005 and ACC-001, will experience difficulties, delays or
failures. If our Phase 2 and 3 clinical trials for AAB-001 are
not successfully completed, we will be materially and adversely
affected.
A number of factors could affect our ability to successfully
develop and commercialise products, including our ability to:
144 Elan
Corporation, plc 2007 Annual Report
Table of Contents
Risk Factors
Even if we obtain positive results from preclinical or clinical
trials, we may not achieve the same success in future trials.
Earlier stage trials are generally based on a limited number of
patients and may, upon review, be revised or negated by
authorities or by later stage clinical results. The results from
preclinical testing and early clinical trials have often not
been predictive of results obtained in later clinical trials. A
number of new drugs and biologics have shown promising results
in initial clinical trials, but subsequently failed to establish
sufficient safety and effectiveness data to obtain necessary
regulatory approvals. Data obtained from preclinical and
clinical activities are subject to varying interpretations,
which may delay, limit or prevent regulatory approval. Clinical
trials may not demonstrate statistically sufficient safety and
effectiveness to obtain the requisite regulatory approvals for
product candidates. In addition, as happened with
Tysabri, unexpected serious adverse events can occur in
patients taking a product after the product has been
commercialised.
Our failure to successfully commercialise Tysabri and
develop and commercialise other products (such as AAB-001) would
materially adversely affect us.
This excerpt taken from the ELN 20-F filed Feb 28, 2008. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by
U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs
of Elan. Under current Irish law, no stamp duty will be payable
on the acquisition of ADWSs or ADSs by persons purchasing such
ADWSs or ADSs, or on any subsequent transfer of an ADWS or ADS
of Elan. A transfer of Ordinary Shares, whether on sale, in
contemplation of a sale or by way of gift will attract duty at
the rate of 1% on the consideration given or, where the purchase
price is inadequate or unascertainable, on the market value of
the shares. Similarly, any such transfer of a warrant may
attract duty at the rate of 1%. Transfers of Ordinary Shares
that are not liable to duty at the rate of 1% are exempt unless
the transfer is by way of security, in which event there is a
potential maximum charge of €630. The person accountable
for payment of stamp duty is the transferee or, in the case of a
transfer by way of gift or for a consideration less than the
market value, all parties to the transfer. Stamp duty is
normally payable within 30 days after the date of execution
of the transfer. Late or inadequate payment of stamp duty will
result in a liability to pay interest penalties and fines.
Not applicable.
Not applicable.
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the Exchange Act).
In accordance with these requirements, the Company files Annual
Reports on
Form 20-F
with, and furnishes Reports of Foreign Issuer on
Form 6-K
to, the SEC. These materials, including our Annual Report on
Form 20-F
for the fiscal year ended December 31, 2007 and the
exhibits thereto, may be inspected and copied at the SEC’s
Public Reference Room at 100 F Street, NE,
Room 1580, Washington D.C. 20549. Copies of the materials
may be obtained from the Public Reference Room of the SEC at
100 F Street, NE, Room 1580,
Washington, D.C. at prescribed rates. The public may obtain
information on the operation of the SEC’s Public Reference
Room by calling the SEC in the United States at
1-800-SEC-0330.
As a foreign private issuer, all documents that were filed or
submitted after November 4, 2002 on the SEC’s EDGAR
system are available for retrieval on the website maintained by
the SEC at
http://www.sec.gov.
These filings and submissions are also available from commercial
document retrieval services.
Copies of our Memorandum and Articles of Association may be
obtained at no cost by writing or telephoning the Company at our
principal executive offices. Our Memorandum and Articles of
Association are filed with the SEC as Exhibit 4.1 of our
Registration Statement on
Form S-8
(SEC File
No. 333-135185)
filed with the SEC on June 21, 2006. You may also inspect
or obtain a copy of our Memorandum and Articles of Association
using the procedures prescribed above.
Not applicable.
Table of Contents
Market risk is the risk of loss from adverse changes in market
prices, interest rates and foreign exchange rates. Our future
earnings and cash flows are dependent upon prevailing market
rates. Accordingly, we manage our market risk by matching
projected cash inflows from operating, investing and financing
activities with projected cash outflows for debt service,
capital expenditures and other cash requirements. The majority
of our outstanding debt has fixed interest rates, which
minimizes the risk of fluctuating interest rates. Our exposure
to market risk includes interest rate fluctuations in connection
with our variable rate borrowings and our ability to incur more
debt, thereby increasing our debt service obligations, which
could adversely affect our cash flows.
This excerpt taken from the ELN 6-K filed Mar 30, 2007. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by US
Holders on the issue of ADSs, Ordinary Shares or ADWSs of Elan.
Under current Irish law, no stamp duty will be payable on the
acquisition of ADWSs or ADSs by persons purchasing such ADWSs or
ADSs, or on any subsequent transfer of an ADWS or ADS of us. A
transfer of Ordinary Shares, whether on sale, in contemplation
of a sale or by way of gift will attract duty at the rate of 1%
on the consideration given or, where the purchase price is
inadequate or unascertainable, on the market value of the
shares. Similarly, any such transfer of a warrant may attract
duty at the rate of 1%. Transfers of Ordinary Shares that are
not liable to duty at the rate of 1% are exempt unless the
transfer is by way of security, in which event there is a
potential maximum charge of €630. The person accountable
for payment of stamp duty is the transferee or, in the case of a
transfer by way of gift or for a consideration less than the
market value, all parties to the transfer. Stamp duty is
normally payable within 30 days after the date of execution
of the transfer. Late or inadequate payment of stamp duty will
result in a liability to pay interest penalties and fines.
142 Elan
Corporation, plc 2006 Annual Report
Table of Contents
Risk
Factors
You should carefully consider all of the information set
forth in this Annual Report, including the following risk
factors, when investing in our securities. The risks described
below are not the only ones that we face. Additional risks not
currently known to us or that we presently deem immaterial may
also impair our business operations. We could be materially
adversely affected by any of these risks. This Annual Report
also contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements are not guarantees of
future performance and actual results may differ materially from
those contemplated by such forward-looking statements.
Our
future success depends upon the successful commercialisation of
Tysabri and the successful development and commercialisation of
additional products. If Tysabri is not commercially successful,
either because of the incidence of serious adverse events
associated with Tysabri (including cases of PML) or for other
reasons, and if we do not successfully develop and commercialise
additional products, we will be materially and adversely
affected.
While approximately half of our 2006 revenue was generated by
our EDT business unit, we have only four marketed products and
several potential products in the early stages of clinical
development. Our future success depends upon the successful
commercialisation of Tysabri and the development and the
successful commercialisation of additional products.
Uncertainty created by the serious adverse events that have
occurred or may occur, with respect to Tysabri, and the
restrictive labelling and distribution system for Tysabri
mandated by regulatory agencies, may significantly impair the
commercial potential for Tysabri. If there are more
serious adverse events in patients treated with Tysabri
(including cases of PML), then we may be seriously and adversely
affected.
We commit substantial resources to our R&D activities,
including collaborations with third parties such as Biogen Idec
with respect to Tysabri. We have committed significant
resources to the development and the commercialisation of
Tysabri and to the other potential products in our
development pipeline. These investments may not be successful.
In the pharmaceutical industry, the R&D process is lengthy,
expensive and involves a high degree of risk and uncertainty.
This process is conducted in various stages and, during each
stage, there is a substantial risk that potential products in
our R&D pipeline, including product candidates from our
Alzheimer’s disease research programmes such as AAB-001,
AZD-103/ELND-005 and ACC-001, will experience difficulties,
delays or failures. A number of factors could affect our ability
to successfully develop and commercialise products, including
our ability to:
Even if we obtain positive results from preclinical or clinical
trials, we may not achieve the same success in future trials.
Earlier stage trials are generally based on a limited number of
patients and may, upon review, be revised or negated by
authorities or by later stage clinical results. The results from
preclinical testing and early clinical trials have often not
been predictive of results
Elan Corporation, plc 2006 Annual
Report 143
Table of Contents
obtained in later clinical trials. A number of new drugs and
biologics have shown promising results in initial clinical
trials, but subsequently failed to establish sufficient safety
and effectiveness data to obtain necessary regulatory approvals.
Data obtained from preclinical and clinical activities are
subject to varying interpretations, which may delay, limit or
prevent regulatory approval. Clinical trials may not demonstrate
statistically sufficient safety and effectiveness to obtain the
requisite regulatory approvals for product candidates. In
addition, as happened with Tysabri, unexpected serious
adverse events can occur in patients taking a product after the
product has been commercialised.
Our failure to successfully develop and commercialise
Tysabri and other products would materially adversely
affect us.
This excerpt taken from the ELN 20-F filed Feb 28, 2007. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by US
Holders on the issue of ADSs, Ordinary Shares or ADWSs of Elan.
Under current Irish law, no stamp duty will be payable on the
acquisition of ADWSs or ADSs by persons purchasing such ADWSs or
ADSs, or on any subsequent transfer of an ADWS or ADS of us. A
transfer of Ordinary Shares, whether on sale, in contemplation
of a sale or by way of gift will attract duty at the rate of 1%
on the consideration given or, where the purchase price is
inadequate or unascertainable, on the market value of the
shares. Similarly, any such transfer of a warrant may attract
duty at the rate of 1%. Transfers of Ordinary Shares that are
not liable to duty at the rate of 1% are exempt unless the
transfer is by way of security, in which event there is a
potential maximum charge of €630. The person accountable
for payment of stamp duty is the transferee or, in the case of a
transfer by way of gift or for a consideration less than the
market value, all parties to the transfer. Stamp duty is
normally payable within 30 days after the date of execution
of the transfer. Late or inadequate payment of stamp duty will
result in a liability to pay interest penalties and fines.
Table of Contents
Not applicable.
Not applicable.
The Company is subject to the reporting requirements of the
Exchange Act. In accordance with these requirements, the Company
files Annual Reports on
Form 20-F
with, and furnishes Reports of Foreign Issuer on
Form 6-K
to, the SEC. These materials, including our Annual Report on
Form 20-F
for the fiscal year ended December 31, 2006 and the
exhibits thereto, may be inspected and copied at the SEC’s
Public Reference Room at 100 F Street, NE, Room 1580,
Washington D.C. 20549. Copies of the materials may be obtained
from the Public Reference Room of the SEC at 100 F Street, NE,
Room 1580, Washington, D.C. at prescribed rates. The
public may obtain information on the operation of the SEC’s
Public Reference Room by calling the SEC in the United States at
1-800-SEC-0330.
As a foreign private issuer, all documents which were filed or
submitted after November 4, 2002 on the SEC’s EDGAR
system are available for retrieval on the website maintained by
the SEC at http://www.sec.gov. These filings and submissions are
also available from commercial document retrieval services.
Copies of our Memorandum and Articles of Association may be
obtained at no cost by writing or telephoning the Company at our
principal executive offices. Our Memorandum and Articles of
Association are filed with the SEC as Exhibit 4.1 of our
Registration Statement on
Form S-8
(SEC File
No. 333-135185)
filed with the SEC on June 21, 2006. You may also inspect
or obtain a copy of our Memorandum and Articles of Association
using the procedures prescribed above.
Not applicable.
Market risk is the risk of loss from adverse changes in market
prices, interest rates and foreign exchange rates. Our future
earnings and cash flows are dependent upon prevailing market
rates. Accordingly, we manage our market risk by matching
projected cash inflows from operating, investing and financing
activities with projected cash outflows for debt service,
capital expenditures and other cash requirements. The majority
of our outstanding debt has fixed interest rates, which
minimizes the risk of fluctuating interest rates. Our exposure
to market risk includes interest rate fluctuations in connection
with our variable rate borrowings and our ability to incur more
debt, thereby increasing our debt service obligations, which
could adversely affect our cash flows.
This excerpt taken from the ELN 6-K filed Mar 31, 2006. Irish stamp duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by
U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs
of the Company. Under current Irish law, no stamp duty will be
payable on the acquisition of ADWSs or ADSs by persons
purchasing such ADWSs or ADSs or any subsequent transfer of an
ADWS or ADS of the Company. A transfer of Ordinary Shares,
whether on sale, in contemplation of a sale or by way of gift
will attract duty at the rate of 1% on the consideration given
or, where the purchase price is inadequate or unascertainable,
on the market value of the shares. Similarly, any such transfer
of a warrant may attract duty at the rate of 1%. Transfers of
Ordinary Shares that are not liable to duty at the rate of 1%
are exempt unless the transfer is by way of security, in which
event there is a potential maximum charge of Euro 630. The
person accountable for payment of stamp duty is the transferee
or, in the case of a transfer by way of gift or for a
consideration less than the market value, all parties to the
transfer. Stamp duty is normally payable within 30 days
after the date of execution of the transfer. Late or inadequate
payment of stamp duty will result in a liability to pay interest
penalties and fines.
Elan Corporation, plc 2005 Annual Report 159
Table of Contents
This excerpt taken from the ELN 20-F filed Mar 30, 2006. Irish
Stamp Duty
Under current Irish law, no stamp duty, currently at the rate
and on the amount referred to below, will be payable by
U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs
of Elan. Under current Irish law, no stamp duty will be payable
on the acquisition of ADWSs or ADSs by persons purchasing such
ADWSs or ADSs, or on any subsequent transfer of an ADWS or ADS
of us. A transfer of Ordinary Shares, whether on sale, in
contemplation of a sale or by way of gift will attract duty at
the rate of 1% on the consideration given or, where the purchase
price is inadequate or unascertainable, on the market value of
the shares. Similarly, any such transfer of a warrant may
attract duty at the rate of 1%. Transfers of Ordinary Shares
that are not liable to duty at the rate of 1% are exempt unless
the transfer is by way of security, in which event there is a
potential maximum charge of Euro 630. The person accountable for
payment of stamp duty is the transferee or, in the case of a
transfer by way of gift or for a consideration less than the
market value, all parties to the transfer. Stamp duty is
normally payable within 30 days after the date of execution
of the transfer. Late or inadequate payment of stamp duty will
result in a liability to pay interest penalties and fines.
Not applicable.
Not applicable.
The Company is subject to the reporting requirements of the
Exchange Act. In accordance with these requirements, the Company
files Annual Reports on
Form 20-F
with, and furnishes Reports of Foreign Issuer on
Form 6-K
to, the SEC. These materials, including our Annual Report on
Form 20-F
for the fiscal year ended December 31, 2005 and the
exhibits thereto, may be inspected and copied at the SEC’s
Public Reference Room at 100 F Street, NE, Room 1580,
Washington D.C. 20549. Copies of the materials may be obtained
from the Public Reference Room of the SEC at 100 F Street, NE,
Room 1580, Washington, D.C. at prescribed rates. The
public may obtain information on the operation of the SEC’s
Public Reference Room by calling the SEC in the United States at
1-800-SEC-0330.
As a foreign private issuer, all documents which were filed or
submitted after November 4, 2002 on the SEC’s EDGAR
system are available for retrieval on the website maintained by
the SEC at
http://www.sec.gov.
These filings and submissions are also available from commercial
document retrieval services.
Copies of our Memorandum and Articles of Association may be
obtained at no cost by writing or telephoning the Company at our
principal executive offices. Our Memorandum and Articles of
Association are filed with the SEC as Exhibit 3 of our
Registration Statement on
Form 8-A/A3
(SEC File
No. 001-13896)
filed with the SEC on December 6, 2004. You may also
inspect or obtain a copy of our Memorandum and Articles of
Association using the procedures prescribed above.
Not applicable.
Market risk is the risk of loss from adverse changes in market
prices, interest rates and foreign exchange rates. Our future
earnings and cash flows are dependent upon prevailing market
rates. Accordingly, we manage our market risk by matching
projected cash inflows from operating, investing and financing
activities with projected cash
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outflows for debt service, capital expenditures and other cash
requirements. The majority of our outstanding debt has fixed
interest rates, which minimizes the risk of fluctuating interest
rates. Our exposure to market risk includes interest rate
fluctuations in connection with our variable rate borrowings and
our ability to incur more debt, thereby increasing our debt
service obligations, which could adversely affect our cash flows.
This excerpt taken from the ELN 6-K filed Apr 11, 2005. Irish stamp duty Under current Irish law, no stamp duty, currently at the rate and on the amount referred to below, will be payable by U.S. Holders on the issue of ADSs, Ordinary Shares or ADWSs of the Company. Under current Irish law, no stamp duty will be payable on the acquisition of ADWSs or ADSs by persons purchasing such ADWSs or ADSs or any subsequent transfer of an ADWS or ADS of the Company. A transfer of Ordinary Shares, whether on sale, in contemplation of a sale or by way of gift will attract duty at the rate of 1% on the consideration given or, where the purchase price is inadequate or unascertainable, on the market value of the shares. Similarly, any such transfer of a warrant may attract duty at the rate of 1%. Transfers of Ordinary Shares that are not liable to duty at the rate of 1% are exempt unless the transfer is by way of security, in which event there is a potential maximum charge of Euro 630. The person accountable for payment of stamp duty is the transferee or, in the case of a transfer by way of gift or for a consideration less than the market value, all parties to the transfer. Stamp duty is normally payable within 30 days after the date of execution of the transfer. Late or inadequate payment of stamp duty will result in a liability to pay interest penalties and fines.
Risk Factors You should carefully consider all of the information set forth in this Annual Report, including the following risk factors, when investing in our securities. The risks described below are not the only ones that we face. Additional risks not currently known to us or that we presently deem immaterial may also impair our business operations. We could be materially adversely affected by any of these risks. This Annual Report also contains forward-looking statements that involve risks and uncertainties. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those contemplated by such forward-looking statements. | EXCERPTS ON THIS PAGE:
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