Exhibit
10.32


 


AGREEMENT RELATING TO ADDITIONAL TRADEMARK


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”).


 


RECITALS


 


        A.        Acorda desires to utilize the trademark “Zanaflex Capsules”
(the “Mark”) in connection with Zanaflex Capsules; and


        B.         The parties desire set forth rights and obligations relating
to the Mark as set forth herein.


                NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein and for
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:


 


1.             Rights to Mark.  The parties hereby agree that, subject to the
rights granted to Acorda by making and deeming the Mark a “Product Trademark”
under the Asset Purchase Agreement and Trademark License Agreement as set forth
in the following paragraph, all right, title and interest in and to the Mark
and all goodwill associated therewith shall be owned exclusively by EPI, and
each party will execute and deliver any and all instruments and documents and
perform any and all acts necessary to vest such right, title and interest in
EPI.


The Mark shall be and shall be deemed to be a Product
Trademark for all purposes under the Asset Purchase Agreement, the Elan
Disclosure Schedule and the Trademark License Agreement, and shall be subject
to all of the rights and obligations of the parties relating to the Product
Trademarks contained in such documents; provided that, notwithstanding the
foregoing or anything to the contrary contained in such documents, none of the
representations and warranties of EPI contained in Article VI of the Asset
Purchase Agreement shall apply to the Mark.


Acorda hereby represents and warrants to EPI that any
use by Acorda of the Mark will comply with all applicable Laws.  Acorda agrees that for purposes of its
indemnification obligations relating to Assumed Liabilities contained within
Section 11.02(b)(iv) of the Asset Purchase Agreement, the use by Acorda or its
Affiliates of the Mark in connection with the Products shall be deemed to be
included within the operation of the Business by Acorda or its Affiliates after
the Closing.


2.             Registration of Mark. As soon as is practicable
after the Effective Date, EPI shall use commercially reasonable efforts to
apply for and to obtain registration of the Mark in its name with the United
States Patent and Trademark Office (the “PTO”), using trademark 


 

















 


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.   


 


 


counsel engaged by EPI.  Acorda will reimburse EPI for the fees of such
counsel (including but not limited to fees incurred in performing customary
searches for conflicting trademarks), filing fees and other fees incident to
such application and registration activities; provided that in no event shall
such fees to be reimbursed by Acorda in the aggregate exceed $2,500 (the “Cap”).
Acorda hereby represents and warrants to EPI that it knows of no trademarks
currently in use anywhere in the world that would conflict with EPI’s ownership
or goodwill in the Mark, or that would reasonably be expected to adversely
affect EPI’s ability to obtain registration of the Mark with the PTO.  EPI shall notify Acorda within two (2)
business days upon registration or rejection of the Mark by the PTO.


3.             Conflicts.  Except as amended by this Agreement, each of
the Asset Purchase Agreement, the Elan Disclosure Schedule and the Trademark
License Agreement shall continue in full force and effect.  In the event of any conflict between the terms
of the Agreement and the terms of any of the Asset Purchase Agreement, the Elan
Disclosure Schedule and the Trademark License Agreement, the terms of this
Agreement shall govern and control.


4.             Further Assurances.  The parties agree to execute such further
instruments, agreements and documents and to take such further actions as may
reasonably be necessary to carry out the intent of this Agreement.


5.             Counterparts.  This Agreement may be executed in any number
of counterparts, each which shall be deemed an original, and all of which
together shall constitute one instrument.


6.             Severability.  If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement, and the balance of this Amendment shall be
interpreted as if such provision(s) were so excluded.


7.             Entire Agreement.  This Agreement, together with the documents
referenced herein, constitute the full and entire understanding and agreement
among the parties with regard to the subjects hereof and thereof.


8.             Governing Law.  This Agreement shall be governed by and
construed under the laws of the State of New York, without giving effect to
conflict of law principles.


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


 


	
   

  	
  ELAN PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Joe Boudreau

  
	
   

  	
  Name:

  	
  Joe Boudreau

  
	
   

  	
  Title:

  	
  SVP

  
	
   

  	
   

  	
   

  
	
   

  	
  ACORDA THERAPEUTICS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Ron Cohen

  
	
   

  	
  Name:

  	
  Ron Cohen

  
	
   

  	
  Title:

  	
  President & CEO

  



 


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