As filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 333-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Form S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
_________________
ELAN CORPORATION, plc
(Exact name of issuer as specified in its charter)
Republic of Ireland Not Applicable
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Monksland, Athlone,
County Westmeath,
Republic of Ireland
353-902-94666
(Address of Principal Executive Offices)
_________________
Athena Neurosciences, Inc. 1991 Long-Term Incentive Plan
(as amended and restated effective March 8, 1995
and as assumed by Elan Corporation, plc)
1989 Stock Plan
of Athena Neurosciences, Inc.
(as adopted on April 4, 1989 and amended on April 5, 1990, October 16, 1990,
as of October 29, 1990 and September 25, 1991
and as assumed by Elan Corporation, plc)
Genica Pharmaceuticals Corporation 1989 Option Plan
(as assumed by Athena Neurosciences, Inc. and as
assumed by Elan Corporation, plc)
(Full title of the plans)
________________
Elan Pharmaceutical Research Corp.
1300 Gould Drive
Gainesville, Georgia 30501
Attention: William F. Daniel
(770) 534-8239
(Name and address and telephone number of agent for service of process)
________________
Copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: William M. Hartnett, Esq.
________________
(Cover page continued on next page)
<PAGE>
_______________________________
CALCULATION OF REGISTRATION FEE
_______________________________
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Offering Registration
be Registered Registered Per Share Price Fee
- -------------- ------------ ---------- ----------- ------------
Ordinary Shares 1,235,759 $57.25 (2) $70,747,203 (2) $24,396
par value 4 Irish
pence each (1)
- ----------------------------------------------------------------------------
(1) American Depositary Shares ("Elan ADSs") evidenced by American
Depositary Receipts issuable upon deposit of Ordinary Shares of
par value 4 Irish pence each (the "Ordinary Shares") of Elan
Corporation, plc ("Elan") registered on a separate registration
statement. Each ADS represents one Elan Ordinary Share.
(2) Estimated solely for the purpose of calculating the registration
fee, computed pursuant to Rules 457(c) and (h) under the Securi-
ties Act of 1933, as amended (the "Securities Act"), on the
basis of the average of the high and low sales prices of a share
of the registrant's American Depositary Shares as reported in
the New York Stock Exchange - Composite Transactions System on
June 27, 1996.
<PAGE>
PART I.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information.*
ITEM 2. Registrant Information and Employee Plan
Annual Information.*
* Information required by Part I to be con-
tained in the Section 10(a) prospectus is
omitted from this Registration Statement in
accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities
Act") and the Note to Part I of Form S-8.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Elan Corpo-
ration, plc ("Elan," the "Registrant" or the "Company") with the
Securities and Exchange Commission (the "Commission") and are
hereby incorporated by reference in this Registration Statement:
(a) Elan's Annual Report on Form 20-F for the fiscal
year ended March 31, 1995 ("Elan's 1995 Annual Report");
(b) Elan's Reports on Form 6-K dated April 5, 1995;
April 11, 1995, April 11, 1995; May 12, 1995; June 21, 1995;
July 18, 1995; July 18, 1995; August 8, 1995; August 15,
1995; August 17, 1995; August 24, 1995; September 15, 1995;
October 30, 1995; December 1, 1995; January 3, 1996; January
17, 1996; January 30, 1996; March 19, 1996; March 19, 1996;
March 19, 1996; April 1, 1996; May 13, 1996; June 13, 1996
and June 19, 1996; and
(c) The descriptions of Elan's Ordinary Shares and
Elan ADSs contained in Elan's registration statements on
Form 8-A filed with the Commission on October 30, 1990,
including any amendment or reports filed for purposes of
updating such descriptions.
<PAGE>
-2-
The following documents previously filed by Athena
Neurosciences, Inc. ("Athena") with the Commission pursuant to
the Exchange Act (Commission File No. 0-19560) are incorporated
herein by this reference:
(i) Athena's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, filed with the Commission on
March 28, 1996, as amended on April 2, 1996 by Amendment No.
1 on Form 10-K/A; and
(ii) Athena's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996 filed with the Commission on
May 1, 1996.
In addition, all documents subsequently filed by the
Company or Athena with the Commission pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") prior to the filing of a post-effec-
tive amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents. Any statements contained in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein (or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein) modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or super-
seded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Paragraph 113 of the Articles of Association of Elan
provides as follows:
113. Every Director and other officer of Elan (other
than an auditor) shall be indemnified out of the assets of
<PAGE>
-3-
Elan against any cost, expense, liability or other matter
incurred by him in defending any proceedings, whether civil
or criminal, in relation to his acts while acting in such
office in which judgment is given in his favor or in which
he is acquitted or in connection with any application in
which relief is granted to him by the Court under the Acts.
Section 200 of the Irish Companies Act of 1963 (as
amended) provides as follows:
Subject as hereinafter provided, any provision whether
contained in the articles of a company or in any contract
with a company or otherwise for exempting any officer of the
company or any person employed by the company as auditor
from, or indemnifying him against, any liability which by
virtue of any rule of law would otherwise attach to him in
respect of any negligence, default, breach of duty or breach
of trust of which he may be guilty in relation to the com-
pany shall be void, so, however, that:
(a) nothing in this section shall operate to deprive any
person of any exemption or right to be indemnfied in
respect of anything done or omitted to be done by him
while any such provision was in force; and
(b) notwithstanding anything in this section, a company
may, in pursuance of any such provision as aforesaid,
indemnify any such officer or auditor against any lia-
bility incurred by him in defending proceedings,
whether civil or criminal, in which judgment is given
in his favor or in which he is acquitted, or in connec-
tion with any application under section 391 of the Com-
pany Act, 1963 or section 42 of the Companies (Amend-
ment) Act, 1983, in which relief is granted to him by
the court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed as a part of this Reg-
istration Statement:
<PAGE>
-4-
Exhibit No. Description
- ----------- -----------
4.1 Memorandum and Articles of Association of
Elan. Incorporated by reference to the Reg-
istration Statement on Form F-1 of Elan and
Elan International Finance, Ltd., Registra-
tion No. 33-51560.
4.2 Amended and Restated Deposit Agreement dated
as of May 17, 1996 among Elan, The Bank of
New York, as depositary, and the holders from
time to time of American Depositary Receipts
(each an "ADR"). Incorporated by reference
to the Registration Statement on Form F-3 of
Elan, Registration No. 333-03829.
4.3 Specimen of ADR, evidencing American Deposi-
tary Shares, representing deposited Ordinary
Shares (included as part of Exhibit 4.2).
5 Opinion of McCann FitzGerald Solicitors with
respect to the legality of the Ordinary
Shares being registered hereby.
23.1 Consent of McCann FitzGerald Solicitors
(included in Exhibit 5).
23.2 Consent of KPMG.
23.3 Consent of Ernst & Young LLP, independent
auditors.
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this regis-
tration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
<PAGE>
-5-
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of any employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
<PAGE>
-6-
appropriate jursidiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized on the 1st day of July, 1996.
ELAN CORPORATION, plc
By: Thomas G. Lynch
--------------------------
Thomas G. Lynch
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
* Chairman of the Board June 30, 1996
- -------------------------
(Donald E. Panoz)
* Chief Executive Officer/ June 30, 1996
- ------------------------- President and Director
(Donal J. Geaney) (Principal Executive Officer)
* Chief Financial Officer/ June 30, 1996
- -------------------------- Executive Vice President
(Thomas G. Lynch) (Principal Financial Officer)
* Executive Vice President June 30, 1996
- --------------------------- and Director
(Kenneth W. McVey)
* Group Financial Controller June 30, 1996
- --------------------------- (Principal Accounting
(William F. Daniel) Officer)
* Director June 30, 1996
- ----------------------------
(Howard C. Ansel, Ph.D.)
<PAGE>
* Director June 30, 1996
- ---------------------------
(Garo Armen, Ph.D.)
* Director June 30, 1996
- ---------------------------
(James Balog)
* Director June 30, 1996
- ---------------------------
(David R. Bethune)
* Director June 30, 1996
- ---------------------------
(Brendan Boushel)
* Director June 30, 1996
- ---------------------------
(Laurence Crowley)
* Director June 30, 1996\
- ---------------------------
(Alan Gillespie)
* Director June 30, 1996
- ---------------------------
(Charles Greyston)
* Director June 30, 1996
- ---------------------------
(Kevin McIntyre, M.D.)
* Director June 30, 1996
- ---------------------------
(Richard Thornburgh)
THOMAS G. LYNCH
- ---------------------------
(Thomas G. Lynch)
(As Attorney-in-fact for each
of the persons indicated)*
<PAGE>
Elan Pharmaceutical Research
Authorized Representative
THOMAS G. LYNCH Secretary June 30, 1996
- ---------------------------
(Thomas G. Lynch)
<PAGE>
Exhibit Index
Exhibit No. Description
- ----------- -----------
4.1 Memorandum and Articles of Association of Elan.
Incorporated by reference to the Registration
Statement on Form F-1 of Elan and Elan International
Finance, Ltd., Registration No. 33-51560.
4.2 Amended and Restated Deposit Agreement dated as of
May 17, 1996 among Elan, The Bank of New York, as
depositary, and the holders from time to time of
American Depositary Receipts (each an "ADR").
Incorporated by reference to the Registration
Statement on Form F-3 of Elan, Registration No.
333-03829.
4.3 Specimen of ADR, evidencing American Depositary
Shares, representing deposited Ordinary Shares
(included as part of Exhibit 4.2).
5 Opinion of McCann FitzGerald Solicitors with respect
to the legality of the Ordinary Shares being
registered hereby.
23.1 Consent of McCann FitzGerald Solicitors (included in
Exhibit 5).
23.2 Consent of KPMG.
23.3 Consent of Ernst & Young LLP, independent auditors.
24 Powers of Attorney.
EXHIBIT 5
McCann FitzGerald Solictors
2 Harbourmaster Place
Dublin 1, Ireland
+353-1-829-000
July 1, 1996
Elan Corporation, plc
Monksland, Athlone
County Westmeath,
Republic of Ireland
Ladies and Gentlemen:
We have acted as your counsel in connection with the preparation
of a Registration Statement on Form S-8 (the "Registration Statement") being
filed by you with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, with respect to the 1,235,759 Ordinary Shares, par
value 4 Irish pence per share, of the share capital of Elan Corporation, plc
(the "Ordinary Shares"), of Elan Corporation, plc (the "Company") which are to
be granted (a "Grant") pursuant to the Athena Neurosciences, Inc. 1991 Long-
Term Incentive Plan (as amended and restated effective March 8, 1995 and as
assumed by Elan Corporation, plc), the 1989 Plan of Athena Neurosciences, inc.
(as adopted on April 4, 1989 and amended on April 5, 1990, as of October 29,
1990 and September 25, 1991 and as assumed by Elan Corporation, plc) and the
Genica Pharmaceuticals Corporation 1989 Option Plan (as assumed by Athena
Neurosciences, Inc. and as assumed by Elan Corporation, plc) (the "Plans").
We advise you that, in our opinion, upon the issuance of the
Ordinary Shares pursuant to an option in accordance with the terms of the
Plans, and in each case upon payment to the Company of any consideration for
such Ordinary Shares provided for in the Plans or any agreement with the
Company relating to the applicable option (which consideration is assumed
herein to be in no event less than the par value of the Ordinary Shares being
issued upon such payment), the Ordinary Shares so issued will be validly
issued, fully paid and nonassessable.
We have also assumed that:
(a) none of the Options outstanding under The Athena Neurosciences,
Inc. 1991 Long-Term Incentive Plan includes an SAR (as defined in
that Plan);
<PAGE>
(b) the provisions of the Plans which permit the surrender of existing
issued shares of the Company as payment of the exercise price for
shares issuable upon the exercise of Options will not be
implemented in a manner that would contravene the rules of Irish
law governing the acquisition by a company of its own shares; and
(c) the provisions of Section 30 (relating to expert's report of
non-cash consideration before allotment of shares) of the
Companies (Amendment) Act, 1983 of Ireland will be complied with
in respect of the issue of any Ordinary Shares, pursuant to the
exercise of an Option, for a consideration that does not consist
wholly of cash.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration
Statement.
Yours faithfully,
/s/ McCann FitzGerald
Exhibit 23.2
Consent of KPMG
The Directors
Elan Corporation, plc
Monksland
Athlone
County Westmeath
We consent to the incorporation by reference in the Registration
Statement on Form S-8 dated July 1, 1996 of Elan Corporation, plc of our
report dated May 5, 1995 relating to consolidated balance sheets of Elan
Corporation, plc as of March 31, 1995 and 1994, and the related consolidated
statements of income, cashflows and shareholders' equity and related schedule
for each of the years in the three year period ended March 31, 1995, which
report appears in the March 31, 1995 Annual Report on Form 20-F of Elan
Corporation, plc.
KPMG
Chartered Accountants
Dublin, Ireland
July 1, 1996
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of Elan Corporation, plc pertaining to the Athena Neurosciences,
Inc. 1991 Long-Term Incentive Plan, the 1989 Stock Plan of Athena
Neurosciences, Inc., and the Genica Pharmaceuticals Corporaton 1989 Option
Plan, all plans as assumed by Elan Corporation, plc, of our report dated
February 2, 1996, with respect to the consolidated financial statements and
schedule of Athena Neurosciences, Inc. ("Athena") included in Athena's Annual
Report (Form 10-K), filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Palo Alto, California
June 28, 1996
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Donald E. Panoz
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Donal J. Geaney
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Thomas G. Lynch
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Kenneth W. McVey
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
William F. Daniel
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Howard C. Ansel, Ph.D.
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Garo Armen, Ph.D.
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
James Balog
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
David R. Bethune
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Brendan Boushel
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Charles Greyston
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Kevin McIntyre, M.D.
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Alan Gillespie
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Richard Thornburgh
<PAGE>
Exhibit 24
Elan Corporation, plc
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Laurence Crowley
<PAGE>
Exhibit 24
Elan Pharmaceutical Research
KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby appoints
Donal J. Geaney, Thomas G. Lynch and Kenneth W. McVey, or any of them, his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place, and stead, in any and all
capacitites, to sign any Registration Statement under the Securities Act of
1933, as amended, to sign any and all pre- or post-effective amendments to any
such Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requi-
site or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or
their or his substitutes, may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned has executed this Power of
Attorney on the 30th day of June, 1996.
Thomas G. Lynch
<PAGE>
