Elan Corporation (ELN)

Statement of Directors’ Responsibilities

The following statement, which should be read in conjunction with the Auditors’ Report set out on pages 59 and 60 of this Annual Report, is made with a view to distinguishing for shareholders the respective responsibilities of the directors and of the auditors in relation to the financial statements.

Irish company law requires the directors to ensure that financial statements are prepared for each financial year which give a true and fair view of the state of affairs of Elan Corporation, plc and its subsidiaries (the “Group”) and of the profit or loss for that year.

With regard to the financial statements on pages 61 to 116 of this Annual Report, the directors have determined that it is appropriate that they continue to be prepared on a going concern basis and consider that in their preparation:

The directors have a responsibility for ensuring that proper books of account are kept which disclose with reasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure that the financial statements comply with the Companies Acts (the “Companies Acts”), 1963 to 2003, and all Regulations to be construed as one with those Acts. They also have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.