To: Icebrg who wrote (2829 ) 7/22/2002 5:18:54 AM From: Icebrg Read Replies (1) | Respond to of 10345 Elan, Xcel, Zanaflex and Mysoline. Elan seems to have a very strong wish to support Xcel in their activities. This is an excerpt from a Xcel filing with SEC.sec.gov In June 2001, the Company and Elan entered into an agreement whereby Elan agreed to make payments to the Company through December 31, 2010 based on the net sales of Elan’s product Zanaflex. In exchange, the Company and Elan amended the original product acquisition agreements to provide for payments from the Company to Elan through December 31, 2015 based on the net sales of Mysoline. The payments from Elan to the Company are based on 5% to 10% of Zanaflex net sales subject to contractually agreed upon maximum annual payments ranging from $1.5 million to $4.5 million. The payments from the Company to Elan equal 20% of the first $8 million of Mysoline annual net sales and 5% of Mysoline annual net sales between $8 million and $25 million and therefore will not exceed $2.5 million annually. This product financing has an imputed interest rate of approximately 7% based on the Company’s current estimates of the total net payments over the term of the financing. During the period ended December 31, 2001, the Company received $500,000 from Elan and made payments of $193,000 to Elan under this financing. In January 2002, the Company made a $302,000 payment to Elan. This appears to be still another effort from Elan's side to support the start-up of Xcel by providing them with an "early" Zanaflex-derived income stream, which will be repaid through later Mysoline royalties going the other way. The agreement is not mentioned in Elan's annual report. The amounts concerned are most probably not considered material enough. Considering that Xcel has been founded by mainly ex-Elan employees, I would still have preferred to have Elan telling us all about it. With Zanaflex going generic earlier than expected one can of course wonder if this scheme will bring Xcel the positive cash flow effects they were hoping for. It will be interesting to see if and when this royalty swapping agreement is amended. The best thing would of course be to tear it up. In the name of improving transparency. Ice