Elan directors Vaughn Bryson and Jack Schuler have agreed to suspend their Irish High Court proceedings against the drugs company and resign from the board.
The company said that its board has accepted a report prepared by US lawyers McKenna Long & Aldridge which found "no legal breaches or other wrong-doing of any nature" by Elan management, any member of its board or its advisors.
The board also said it would accept the report's recommendations. One of those is that Elan should consider voluntarily complying with US domestic reporting requirements. The company had faced criticism from shareholders for failing to produce details of a transaction with US drugmaker Johnson & Johnson, and other important information.
The two directors, who had been branded "dissident" directors by Elan this month, will resign within 90 days.
Elan co-markets the multiple sclerosis drug Tysbari with US biotech company Biogen.
The company employs 1,200 people, including 500 in Athlone and Dublin.