Date: September 2003 ELAN CORPORATION, PLC. AND ACORDA THERAPEUTICS, INC. AMENDED AND RESTATED LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree that each of the MS Agreement and the SCI Agreement, and all of the terms, conditions and provisions of the MS Agreement and the SCI Agreement, are hereby superceded and replaced and restated in their entirety by this Agreement and the Supply Agreement and the terms, conditions and provisions hereof and thereof, as of the Amendment Date, as follows and as set forth in the Supply Agreement:
ACORDA TherapeuticsEmployment Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
We are delighted to present this letter agreement, setting out the terms of your continued employment with Acorda Therapeutics, Inc. (the “Company”) as President, Director and Chief Executive Officer. If these terms are acceptable, please sign and date the copy of this letter provided herewith and return it to me at your first convenience. If you accept the terms offered herein, this Agreement shall be deemed to be effective as of January 1, 2002 (the “Effective Date”).
Date: September 2003 ELAN CORPORATION, PLC. AND ACORDA THERAPEUTICS, INC. SUPPLY AGREEMENTSupply Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
LICENSE AGREEMENT by and between RUSH-PRESBYTERIAN-ST. LUKE’S MEDICAL CENTER and ACORDA THERAPEUTICS, INC.License Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT effective as of September 26, 2003 (“Effective Date”), by and between RUSH-PRESBYTERIAN-ST. LUKE’S MEDICAL CENTER, an Illinois not-for-profit corporation and having its principal office at 1725 W. Harrison St. Chicago, Ill. 60612 (“RUSH”) and ACORDA THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 15 Skyline Drive, Hawthorne, New York 10532 (“ACORDA”).
LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Report royalty payment information to the Cornell Research Foundation, Inc (CRF) using the report format or facsimile attached to these instructions. This minimal information must be provided in order to correctly record royalty related events required by your license agreement with CRF.
LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of November 12, 2002 (the “Effective Date”), by and between Acorda Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware and having a principal place of business at 15 Skyline Drive, Hawthorn, New York, USA 10532 (“Acorda”), and CeNeS Pharmaceuticals, PLC, a corporation organized and existing under the laws of the United Kingdom and having a principal place of business at Compass House, Vision Park, Chivers Way, Histon, Cambridge CB4 9ZR, England (“CeNeS”).
ContractAsset Purchase Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
AMENDMENT No. 1 TO RUSH PAYMENTS AGREEMENTRush Payments Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances)
THIS AMENDMENT, dated as of October 27, 2003, by and between Acorda Therapeutics, Inc. (“Acorda”) and Elan Corporation, plc. (“Elan”) amends the Rush Payments Agreement effective as of September 26, 2003 (the “Payments Agreement”) by and between Acorda and Elan.
SECURITIES AMENDMENT AGREEMENT AMONG ELAN CORPORATION, PLC, ELAN INTERNATIONAL SERVICES, LTD. AND ACORDA THERAPEUTICS, INC.Securities Amendment Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, IT IS HEREBY AGREED AS FOLLOWS:
RUSH PAYMENTS AGREEMENTRush Payments Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
REFERENCE IS MADE to (i) the License Agreement effective as of September 26, 2003, by and between RUSH-PRESBYTERIAN-ST. LUKE’S MEDICAL CENTER, an Illinois not-for-profit corporation and having its principal office at 1725 W. Harrison St. Chicago, Ill. 60612 (“Rush”), and ACORDA THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 15 Skyline Drive, Hawthorne, New York 10532 (“Acorda”), including the Side Agreement attached thereto as Exhibit 1.31 by and among Rush, Acorda and Elan (as defined below) (the “Side Agreement”), a copy of which is attached as Exhibit A hereto (the “Rush/Acorda License”); and (ii) the Amended and Restated License Agreement effective as of September 26, 2003 by and between Acorda and ELAN CORPORATION, PLC., a public limited company incorporated under the laws of Ireland and having its registered office at Lincoln House, Lincoln Place, Dublin 2, Ireland (“Elan”) (the “Elan/Acorda Lice
LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • England
THIS LICENSE AGREEMENT (the “Agreement”) is made and entered into as of this 19th day of December, 2003 (the “Effective Date”) among ACORDA THERAPEUTICS, INC., a corporation organized and existing under the laws of the state of Delaware having a principal place of business at 15 Skyline Drive, Hawthorne, New York 10532, USA (“Acorda”), CAMBRIDGE UNIVERSITY TECHNICAL SERVICES LIMITED, an entity organized and existing under the laws of England having a registered address at The Old Schools, Trinity Lane, Cambridge CB2 1TS, UK. (“CUTS”), and KING’S COLLEGE LONDON, an Institution incorporated by Royal Charter, of Strand, London, WC2R 2LS, UK (“KCL”; CUTS and KCL may be collectively referred to as the “Institutions”). Each of Acorda, CUTS and KCL may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED LICENSE AGREEMENT by and between CANADIAN SPINAL RESEARCH ORGANIZATION and ACORDA THERAPEUTICS, INC.License Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
LICENSE AGREEMENT BETWEEN ACORDA THERAPEUTICS, INC. AND THE MAYO FOUNDATION FOR EDUCATION AND RESEARCH Dated: September 8, 2000License Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Minnesota
THIS LICENSE AGREEMENT (this “Agreement”) is entered into as of September 8, 2000 (the “Effective Date”), by and between Acorda Therapeutics, Inc., a Delaware corporation, having offices at 15 Skyline Drive, Hawthorne, New York 10532, (“ACORDA”) and The Mayo Foundation for Medical Education and Research, a Minnesota charitable corporation located at 200 First Street SW, Rochester, Minnesota 55905 (“MAYO”).
AGREEMENT RELATING TO ADDITIONAL TRADEMARKTrademark License Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Agreement Relating to Additional Trademark (this “Agreement”) is made as of July ___, 2005 (the “Effective Date”) by and between Elan Pharmaceuticals, Inc. (“EPI”) and Acorda Therapeutics, Inc. (“Acorda”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in that certain Asset Purchase Agreement by and between EPI and Acorda dated as of July 21, 2004 (the “Asset Purchase Agreement”).
ContractLicense Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Minnesota
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances)
This Assignment and Assumption Agreement (this “Agreement”) is entered into this 21st day of July 2004, by and among Acorda Therapeutics, Inc. (“Buyer’’), Elan Pharmaceuticals, Inc. (together with its affiliates, “Elan”), on behalf of itself and its affiliates, and Novartis Pharma AG (together with its affiliates, “Novartis”), on behalf of itself and its affiliates.
LICENSE AGREEMENTLicense Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New Jersey
THIS LICENSE AGREEMENT (this “Agreement”), made the 17th day of April, 1991 by and between SANDOZ PHARMA LTD., a Swiss corporation having its principal place of business at Lichtstrasse 35, CH-4002 Basle, Switzerland (“Sandoz Pharma”) and ATHENA NEUROSCIENCES, INC. a Delaware corporation having its principal place of business at 800F Gateway Boulevard, South San Francisco, California (“Licensee”),
SIDE AGREEMENTSide Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
REFERENCE IS MADE to (i) the License Agreement effective as of September 26, 2003, by and between RUSH-PRESBYTERIAN-ST. LUKE’S MEDICAL CENTER, an Illinois not-for-profit corporation and having its principal office at 1725 W. Harrison St. Chicago, Ill. 60612 (“Rush”), and ACORDA THERAPEUTICS, INC., a corporation organized and existing under the laws of the State of Delaware and having its principal office at 15 Skyline Drive, Hawthorne, New York 10532 (“Acorda”) (the “Rush/Acorda License”), and (ii) the Amended and Restated License and Supply Agreement effective as of September 26, 2003 by and between Acorda and ELAN CORPORATION, PLC., a public limited company incorporated under the laws of Ireland and having its registered office at Lincoln House, Lincoln Place, Dublin 2, Ireland (“Elan”) (the “Elan/Acorda License”). The Rush/Acorda License and the Elan/Acorda License are sometimes collectively referred to herein as the “Novation Agreements”.
SYNDICATED SALES FORCE AGREEMENTSyndicated Sales Force Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This SYNDICATED SALES FORCE AGREEMENT (“Agreement”) is dated as of August 1, 2005 (“Effective Date”) by and between Cardinal Health PTS, LLC (“Cardinal Health”) with a place of business at 7000 Cardinal Place, Dublin, Ohio, and Acorda Therapeutics, Inc. (“Acorda”), having a principal place of business at 15 Skyline Drive, Hawthorne, NY 10532.
ContractSupply Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENTBill of Sale and Assignment and Assumption Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances)
KNOW ALL MEN BY THESE PRESENTS, on this 21st day of July, 2004, pursuant to the terms of that certain Asset Purchase Agreement dated as of July 21, 2004 (the “Asset Purchase Agreement”) by and between Elan Pharmaceuticals, Inc., a Delaware corporation (“Seller”), and Acorda Therapeutics, Inc., a Delaware corporation (“Buyer”), this Bill of Sale and Assignment and Assumption Agreement (this “Bill of Sale”) is being executed and delivered by Seller and Buyer. The execution and delivery of this Bill of Sale is a closing delivery requirement pursuant to Section 5.02(a)(i) of the Asset Purchase Agreement.
ACØRDA THERAPEUTICS September 26, 2005Employment Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances)
This letter serves as an amendment to your employment letter, dated August 11, 2002, with Acorda Therapeutics, Inc. (the “Agreement”), in accordance with paragraph 9(b) of the Agreement. Specifically, the Agreement is amended as follows, effective September 26, 2005:
PATENT ASSIGNMENT AGREEMENTPatent Assignment Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances)
This Patent Assignment Agreement (this “Assignment”) dated as of July 21, 2004 (the “Effective Date”), is made by and between Elan Pharmaceuticals, Inc., a Delaware corporation (“Assignor”), and Acorda Therapeutics, Inc., a Delaware corporation (“Assignee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings set forth in the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of July 21, 2004 by and between Assignor and Assignee.
SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
This Sixth Amended and Restated Registration Rights Agreement (the “Agreement”) is made as of March 3,2004, by and among Acorda Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the persons and entities that are parties to the “Prior Agreement” (as hereafter defined), each of the “Purchasers” under the Series K Agreement that becomes a party hereto and each other person or entity that becomes a party hereto pursuant to the terms hereof (all such persons and entities are referred to herein as “Purchasers” and their names and addresses are set forth on the Schedule of Purchasers attached hereto as it may be amended from time to time).
ContractWarrant Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • Delaware
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.
DOMAIN NAME ASSIGNMENT AGREEMENTDomain Name Assignment Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Domain Name Assignment Agreement (this “Agreement”), dated as of July 21, 2004, is made by and between Elan Pharmaceuticals, Inc., a Delaware corporation (“Assignor”), and Acorda Therapeutics, Inc., a Delaware corporation (“Assignee”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • October 5th, 2005 • Acorda Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Trademark License Agreement (“Agreement”) is made this 21 st day of July 2004 (the “Effective Date”) by and between Elan Pharmaceuticals, Inc., a Delaware corporation (hereinafter “Licensor”), and Acorda Therapeutics, Inc., a Delaware corporation (hereinafter “Licensee”).
