AMENDMENT NO. 1
THIS AMENDMENT, dated as of June 15, 2009, among Elan Pharmaceuticals, Inc., a Delaware
corporation (the “Employer”), Elan Corporation, plc, an Irish public limited company (the “Parent,” together with
the Employer, the “Company”) and Dr. Carlos Paya (the “Executive”).
WHEREAS , the Company and the Executive previously entered into that certain Employment
Agreement, dated as of November 21, 2008 (the “Employment Agreement”), which sets forth the terms and
conditions of Executive’s employment with the Company;
WHEREAS , the Company and the Executive desire to amend the Employment Agreement to finalize
certain provisions contained in Exhibit A to the Employment Agreement; and
WHEREAS , Section 9(f) of the Employment Agreement provides that the Employment Agreement may
be amended pursuant to a written agreement between the Company and the Executive.
NOW, THEREFORE, the Company and the Executive hereby agree that, effective June 15, 2009, the
Employment Agreement shall be amended as follows:
1. Exhibit A of the Employment Agreement is hereby amended and restated to read in its entirety
" EXHIBIT A
As of the effective date of the Employment Agreement (November 21, 2008), the Executive’s principal
place of business will be Elan’s offices in South San Francisco, CA. The Executive’s family will not fully
relocate to the greater San Francisco area until summer 2009; before this period, the Employer will provide the
Executive with access to commercial flights to travel to business locations from Indianapolis, IN; the Company
will also provide temporary housing for the Executive in the greater San Francisco area.
A highlight of the relocation benefits offered includes:
Prior to July 10, 2009
July 10, 2009 to July 9, 2010
· Temporary housing for the Executive, with the size and style suitable to accommodate the Executive’s wife