SEC Division of Corporation Finance no-action letter: Elan Corporation, plc

The United States Securities and Exchange Commission grants exemptive relief from Section 14(d)(5) and Rule 14d-7(a)(1) to permit the termination of withdrawal rights at the end of the Initial Offer Period but prior to the expiration of a Voluntary Extension, provided the Offer becomes wholly unconditional. The Commission also grants relief from Rule 14e-1(c) and Rules 14d-11(c) and (e) to allow payment of offer consideration in accordance with Irish law and practice, requiring payment or return within 14 calendar days. The staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14d-4(d) if the Acceptance Condition is reduced during the Initial Offer Period or any Voluntary Extension without extending that period.

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Securities Exchange Act of 1934 Rule 14d-4(d) Rule 14d-7(a)(1) Rule 14d-11(c) Rule 14d-11(e) Rule 14e-1(c) Section 14(d)(5)

May 1, 2013

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

Re:

Echo Pharma Acquisition Limited ("Royalty Pharma") offer for all ordinary shares of Elan Corporation, plc ("Elan") Incoming letters dated May 1, 2013

Via Facsimile and U.S. Mail

Jeffrey L. Kochian, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036-6745

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