Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.

• The Transactions will constitute a "succession" for purposes of
  Rule 12g-3(c) under the Exchange Act and New Perrigo will be a "large accelerated filer" for purposes of Rule 12b-2 under the Exchange Act.

• After consummation of the Transactions and before New Perrigo files its first annual report on Form 10-K after the Transactions, it may use Form S-8 or post-effective amendments to the Registration Statement (assuming a sufficient number of shares are included in the Registration Statement) to register the securities covered by the New Perrigo Plans and any new benefit plans, stock option plans or stock incentive plans of New Perrigo.

• New Perrigo may take into account Perrigo's and Elan's reporting histories under the Exchange Act in determining its eligibility to use Form S-3. Perrigo's and Elan's reporting histories under the Exchange Act may also be used in determining whether New Perrigo: (1) "meets the requirements for use of Form S-3" within the meaning of Form S-4; and (2) "satisfies the registrant requirements for use of Form S-3" within the meaning of Form S-8.
  
  
• Perrigo's and Elan's Exchange Act reporting histories may be taken into account when determining New Perrigo's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.

• New Perrigo may be treated as an issuer subject to the reporting requirements of the Exchange Act for purposes of the Securities Act Rule 174(b) exemption from the prospectus delivery requirements of Securities Act Section 4(a)(3).

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2013/perrigo-121713-12g3.htm