Exhibit
10.37


 


EXECUTION
COPY


 


NOTE
MODIFICATION AND AMENDMENT


 


                This
NOTE MODIFICATION AND AMENDMENT is made
this       day of December, 2005, by and
between Acorda Therapeutics, Inc., a Delaware corporation (the “Maker”),
and Elan Pharma International Limited a private limited company incorporated
under the laws of Ireland (the “Holder”).


 


                1.             Reference is made to (i) that
certain Limited Recourse Convertible Promissory Note, in the original principal
amount of $5,000,000 made by the Maker in favor of the Holder, dated
January 22, 1997 (as heretofore amended, supplemented or otherwise
modified, the “Limited Recourse Note”) and (ii)  that certain Full
Recourse Convertible Promissory Note, in the original principal amount of
$2,500,000 made by the Maker in favor of the Holder, dated January 22,
1997 (as heretofore amended, supplemented or otherwise modified, the “Full
Recourse Note”; and, together with the Limited Recourse Note, referred to
herein as the “Notes”). Capitalized terms used herein without definition
shall have the meanings provided therefor in the respective Notes.


 


                2.             The Maker has requested, and the
Holder has agreed, that the terms of Section 4 of the Full Recourse Note
be amended as follows:


 


                                (i)            the text “; and” preceding “(iii)”
therein shall be deleted and replaced by “,”; and


 


                                (ii)           immediately prior to the “.” at the
end of clause (iii)  thereof, the following shall be inserted; “,and
(iv)  any obligations owing by the Company, including in respect of sales
or other transfers by the Company of percentage interests in the gross or net
revenues derived from the sale, licensing or other transfer of its products
which relate to tizanidine hydrochloride, whether or not the same shall be
reflected as debt on the Company’s financial statements or tax reporting,
pursuant to the Revenue Interests Assignment Agreement between the Company and
an affiliate of Paul Royalty Fund II, L.P. (“PRF”) dated on or about
December 20, 2005, provided that the amounts that may be received by the
Company from PRF shall not exceed Twenty-Five Million Dollars ($25,000,000).”


 


                3.             The Maker has requested, and the
Holder has agreed, that the terms of Section 4 of the Limited Recourse
Note be amended as follows:


 


                                (i)            the text “; and” preceding “(iii)”
therein shall be deleted and replaced by “;”; and


 


                                (ii)           immediately prior to the “.” at the
end of clause (iii) thereof, the following shall be inserted: “; and
(iv) any obligations owing by the Company, including in respect of sales
or other transfers by the Company of percentage interests in the gross or net
revenues derived from the sale, licensing or other transfer of its products
which relate to tizandine hydrochloride, whether or not the same shall be reflected
as debt on the Company’s financial statements or tax reporting, pursuant to the
Revenue Interests Assignment Agreement between the Company and an affiliate of
Paul Royalty Fund II, L.P. (“PRF”) dated on or about December 20,
2005,


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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provided that the amounts
that may be received by the Company from PRF shall not exceed Twenty-Five
Million Dollars ($25,000,000).”


 


                4.             The Holder hereby represents that
it has not sold or otherwise transferred any interest in the Notes to any other
person or entity (except that the Holder has agreed, pursuant to a Purchase
Agreement dated October 26, 2005 to sell the Notes to Saints
Capital IV, L.P. and Saints Capital V, L.P.) and the Holder hereby
covenants and agrees to provide a copy of this Note Modification and Amendment
to any such transferee in the future (prior to such transfer taking place).


 


                5.             Except as modified hereby, the
terms and provisions of the Notes (as in effect prior to this Note Modification
and Amendment) shall remain in full force and effect and the Holder, in
agreeing to the terms hereof, reserves all of its rights in connection
therewith.


 


                6.             This Note Modification and
Amendment may be executed by the Holder and the Maker in two or more
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument. This Note Modification and Amendment
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto. Any counterpart may be executed by
facsimile or pdf signature and such facsimile or pdf signature shall be deemed
an original.


 


[SIGNATURE
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                IN WITNESS WHEREOF, the parties have duly executed this Note
Modification and Amendment as of the date first above written.


 


	
   

  	
  ACORDA THERAPEUTICS, INC

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Ron Cohen

  
	
   

  	
  Name:

  	
   

  	
  Ron Cohen

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
  ELAN PHARMA INTERNATIONAL
  LIMITED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Kevin Insley

  
	
   

  	
  Name:

  	
   

  	
  Kevin Insley

  
	
   

  	
  Title:

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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