Exhibit
10.23


 


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.


 


LICENSE AGREEMENT


 


This License Agreement
(the “AGREEMENT”) is entered into this 12th day of November, 2002 (the
“EFFECTIVE DATE”), by and between 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 (hereinafter “CeNeS”) and 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, Hawthorne,
NY  10532 (hereinafter “Acorda” or
“LICENSEE”).


 


WHEREAS, CeNeS, by its
acquisition of Cambridge NeuroScience, Inc., has exclusive rights under that
certain license agreement, as amended, (the “Harvard License”) by and between
Cambridge NeuroScience, Inc. and President and Fellows of Harvard College
(“Harvard”), acting on its behalf and, pursuant to an inter-institutional
agreement (the “Inter-Institutional Agreement”), acting on behalf of the Leland
Stanford Junior College (“STANFORD”) pursuant to which Harvard licensed certain
rights to Cambridge NeuroScience, Inc.;


 


WHEREAS, CeNeS and Acorda
are parties to that certain license option agreement, as amended, pursuant to
which CeNeS granted an option to Acorda to, among other things, obtain a
sublicense of the rights granted by Harvard to Cambridge NeuroScience, Inc.
pursuant and subject to the Harvard License (the “LICENSE OPTION AGREEMENT”)


 


WHEREAS, Acorda desires
to exercise such option and to acquire a sublicense of such rights as set forth
herein; and


 


WHEREAS, CeNeS desires to
grant a sublicense of such rights as set forth herein.


 


NOW THEREFORE, in
consideration of the foregoing premises and of other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereby agree as follows:


 


ARTICLE I

DEFINITIONS


 


As used in this
AGREEMENT, the terms below shall have the following meanings:


 


1.1           “AFFILIATE” means any
corporation, company, partnership, joint venture and/or firm that controls, is
controlled by, or is under common control with either party.  As used in this Paragraph, the term “control”
means (a) in the case of corporate entities, direct or indirect ownership of at
least fifty percent (50%) of the stock or shares having the right to vote for
the election of directors, and (b) in the case of non-corporate entities,
direct or indirect ownership of at least fifty percent (50%) 


 












 


of the equity interest
with the power to direct the management policies of such non-corporate
entities.


 


1.2           “BIOLOGICAL MATERIALS”
means the materials identified in Appendix B, attached hereto, together with
any progeny, mutants, or derivatives thereof which are either supplied by CeNeS
or are created by LICENSEE and are covered by a VALID CLAIM.


 


1.3           “IND” means an
Investigational New Drug application as defined in the US. Food, Drug and
Cosmetics Act and the regulations promulgated thereunder.


 


1.4           “LICENSED KNOW-HOW”
means all unpatented know-how, trade secrets, information, data, methods,
materials, techniques, reagents, cell lines, protein sequences or segments, and
monoclonal antibodies, including without limitation, materials as described
generally in Appendix C hereto, owned or controlled by CeNeS at any time during
the term of the AGREEMENT that is necessary or useful to practice the PATENT
RIGHTS or to research, develop, make, use or sell LICENSED PRODUCTS.


 


1.5           “LICENSED PRODUCTS”
means: (a) PROTEIN PRODUCTS and NON-PROTEIN PRODUCTS that are covered by one or
more VALID CLAIM(S) under the PATENT RIGHTS and (b) PROTEIN PRODUCTS and
NON-PROTEIN PRODUCTS that incorporate some portion of BIOLOGICAL MATERIALS.


 


1.6           “NDA” means a New Drug
Application as defined in the U.S. Food, Drug and Cosmetics Act and the
regulations promulgated thereunder.


 


1.7           “NET SALES” means the
amount billed, invoiced, or received (whichever occurs first) for SALES, leases
or other transfers of LICENSED PRODUCTS, less:


 


(a)           customary trade,
quantity and cash discounts or rebates and non-affiliated brokers’ or agents’
commissions actually allowed and taken;


 


(b)           amounts repaid or
credited by reason of rejection, recall or return;


 


(c)           to the extent
separately stated on purchase orders, invoices, or other documents of sale, tax
levied on and/or other governmental charges made as to production, sale,
transportation, delivery or use and paid by LICENSEE or a SUBLICENSEE; and


 


(d)           reasonable charges for
freight, packaging and insurance costs incurred in the delivery of
transportation or LICENSED PRODUCTS provided by third parties, if separately
stated.


 


NET SALES also includes
the fair market value of any non-cash consideration received by LICENSEE or
SUBLICENSEES for the SALE, lease, or transfer of LICENSED PRODUCTS.


 


2












 


1.8           “NON-COMMERCIAL
RESEARCH PURPOSES” means the use of PATENT RIGHTS and/or BIOLOGICAL MATERIALS
for academic research or other not-for-profit scholarly purposes which are
undertaken at a non-profit or governmental institution that does not use the PATENT
RIGHTS and/or BIOLOGICAL MATERIALS in the production of manufacture of products
for sale or the performance of services for a fee.  Such use shall not include (i) the right to
use the subject matter of the PATENT RIGHTS in the production or manufacture of
products for sale or for the performance of services for a fee, or (ii) the
right to use the subject matter of the PATENT RIGHTS pursuant to a research
funding or other agreement or collaboration with a third party entity as a
consequence of which such third party entity is granted rights to commercialize
products or services under the PATENT RIGHTS.


 


1.9           “NON-PROTEIN PRODUCTS”
means products that are discovered, identified or developed through the use of
material that is claimed or covered by a VALID CLAIM in the PATENT RIGHTS, as a
target in a screening tool or otherwise, exclusive of PROTEIN PRODUCTS.


 


1.10         “PATENT RIGHTS” means the
patents and patent applications listed on Appendix A attached hereto, including
without limitation United States Serial No. 08/525,864, filed September 9,
1995, now United States Patent No. 5,912,326, along with the inventions
described and/or claimed therein, and any divisionals, continuations,
continuations-in-part (to the extent that a claim of such continuation-in-part
is entitled to the priority date of at least one of the patents, applications,
or disclosures identified in Appendix A), patents issuing thereon and reissues
and reexaminations thereof, and any and all foreign patents and patent
applications corresponding thereto, all to the extent that Harvard and/or
STANFORD has an ownership or an interest in such PATENT RIGHTS.


 


1.11         “PROCEEDS” means the
royalties actually received by Acorda from its SUBLICENSEES for NET SALES of
LICENSED PRODUCTS that are NON-PROTEIN PRODUCTS.


 


1.12         “PROTEIN PRODUCT” means a
product that is in whole or in part, composed of one or more proteins encoded
by the growth factor gene nrg-2, or a
fragment thereof, in whatever form including mutants, analogues, homologues or
derivative forms thereof, that is covered by a VALID CLAIM in the PATENT
RIGHTS.


 


1.13         “PUBLIC LAWS” means the
US laws referred to as “Public Law 96-517” and “Public Law 98-620” and includes
all amendments to such statutes.


 


1.14         “SOLD” and “SALE” means
the sale, transfer, exchange or other commercial disposition of LICENSED
PRODUCTS by LICENSEE, its AFFILIATES or SUBLICENSEES.  In case of doubt, SALES of LICENSED PRODUCTS
shall be deemed consummated no later than receipt of payment from a third party
for the applicable transaction involving such LICENSED PRODUCT.


 


3












 


1.15         “SUBLICENSE” means a
grant by LICENSEE, either directly or indirectly (i.e., through multiple tiers
of sublicenses) to a third party of sublicense to practice any of the rights
granted to LICENSEE hereunder in accordance with this AGREEMENT.  Such third party shall be referred to as a
“SUBLICENSEE” under this AGREEMENT.


 


1.16         “TERRITORY” means all
countries and territories worldwide.


 


1.17         ‘VALID CLAIM” means (a) a
pending claim of a patent application within the PATENT RIGHTS, which (i) has
been pending under examination for less than seven (7) years, (ii) has been
asserted in good faith, and (iii) has not been abandoned or finally rejected
without the possibility of appeal or refiling; or (b) a claim of an issued or
granted and unexpired patent within the PATENT RIGHTS, which has not been held
unenforceable unpatentable or invalid by a decision of a court or governmental
body of competent jurisdiction, which can no longer be appealed (i.e., within
the time allowed or appeal), which has not been rendered, unenforceable through
disclaimer or otherwise, which has not been abandoned, or which has not been
lost through an interference proceeding. 
A VALID CLAIM shall be defined as of each calendar half year ending
June 30 and December 31.


 


ARTICLE II

Grant of Rights


 


2.1           CeNeS hereby grants to
LICENSEE and LICENSEE accepts, subject to the terms an conditions hereof, an
exclusive sublicensee under the PATENT RIGHTS and LICENSED KNOW-HOW in the
TERRITORY to make and have made, use and have used, sell, offer for sale, have
sold and import LICENSED PRODUCTS for the life of the PATENT RIGHTS.  Such sublicense shall include the right to
grant further sublicenses through multiple tiers of sublicenses.


 


2.2           The granting and
exercise of this license is subject to the following conditions:


 


(a)           Harvard’s “Statement of
Policy in Regard to Inventions, Patents and Copyrights,” dated August 10,
1998 the PUBLIC LAWS, the Harvard’s obligations under the sponsored research
agreement(s) referenced as Grant Nos. EY08397 and NS14506 from the National
Institutes of Health.  Any right granted
in this AGREEMENT greater than that permitted under the PUBLIC LAWS shall be
subject to modification as may be required to conform to the provisions of
those statutes.


 


(b)           Harvard’s reservation
of the right to make and use, and to grant to not-for-profit third parties,
non-exclusive licenses to use the subject matter described and claimed in the
PATENT RIGHTS solely where the rights conferred by such non-exclusive license
are explicitly limited to use that is for NON-COMMERCIAL RESEARCH PURPOSES, provided, that, in all such non-exclusive licenses granted
under this paragraph 2.2(b),


 


4












 


Harvard shall include
such limitation of use as provided in subparagraphs 2.9(i) and 2.9(ii) of the
Harvard License, as amended.


 


(c)           LICENSEE shall use its
best efforts to bring the subject matter of this AGREEMENT into commercial use
as quickly as is reasonably possible. 
This AGREEMENT is subject and subordinate to the terms and conditions of
the Harvard License.


 


(d)           For as long as the
sublicense rights granted in this AGREEMENT remain exclusive in the United
States, LICENSEE shall cause any LICENSED PRODUCT produced for sale in the
United States to be manufactured substantially in the United States.


 


2.3           All rights reserved to
the United States Government and others under the Public Laws shall remain and
shall in no way be affected by this AGREEMENT.


 


ARTICLE III

Diligence


 


3.1           LICENSEE shall, itself
or through its AFFILIATES or SUBLICENSEES, use diligent efforts to effect
introduction of LICENSED PRODUCTS into the commercial market as soon as
practicable, consistent with sound and reasonable business practice and
judgment; thereafter, until the expiration of this Agreement, LICENSEE shall
endeavor to keep LICENSED PRODUCTS reasonably available to the public.  LICENSEE, its AFFILIATES or SUBLICENSEES
shall make such efforts in the form of the actions (a) - (d) of this
Section 3.1 (hereinafter referred to as “Diligence Milestones”).


 


(a)           within twenty-four (24)
months of the EFFECTIVE DATE, commence exploratory studies leading to the
validation of a specific therapeutic area of use for the growth factor gene nrg-2, therapeutic study areas may include, but are not
limited to, central nervous system indications, congestive heart failure and
cardiotoxicity secondary to chemotherapy with tyrosine kinase anti-neoplastic
agents, and submit to CeNeS a due diligence report describing the exploratory
studies;


 


(b)           within fifty-four (54)
months of the EFFECTIVE DATE, file an IND for a LICENSED PRODUCT and shall
provide written notice to CeNeS of such filing;


 


(c)           within eighty-four (84)
months of the EFFECTIVE DATE, initiate human clinical trials for a LICENSED
PRODUCT and shall provide written notice to CeNeS of such initiation; and


 


(d)           within one hundred
twenty (120) months of the EFFECTIVE DATE, file a NDA for a LICENSED PRODUCT.


 


5












 


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.


 


3.2           In the event of a
failure by LICENSEE, its AFFILIATES or SUBLICENSEES to meet a Diligence
Milestone set forth above, and LICENSEE can demonstrate to CeNeS that it has
made reasonable efforts to meet such milestone, CeNeS and LICENSEE shall
negotiate in good faith and agree upon a reasonable extension for such
milestone; provided that such extension shall be no less than twelve (12)
months.  Additional extensions to the
same Diligence Milestone may be granted, if needed, based upon the progress
that has been made by LICENSEE to meet the unmet Diligence Milestone.


 


ARTICLE IV

Royalties


 


4.1           LICENSEE shall pay to
CeNes a non-refundable license royalty fee in the sum of [**] within ten (10)
days after execution date of this AGREEMENT.


 


4.2           (a)           LICENSEE shall pay to CeNeS during the term
of this AGREEMENT a royalty of [**] of NET SALES of PROTEIN PRODUCTS by
LICENSEE and its AFFILIATES and a royalty of [**] of the NET SALES of PROTEIN
PRODUCTS by each SUBLICENSEE.


 


(b)           LICENSEE shall pay to
CeNeS during the term of this AGREEMENT a royalty of [**] of NET SALES of
NON-PROTEIN PRODUCTS by LICENSEE or its AFFILIATES.  In the case of SUBLICENSES, LICENSEE shall
pay to CeNeS [**] of PROCEEDS received by LICENSEE from each such SUBLICENSEE
in connection with NON-PROTEIN PRODUCTS.


 


(c)           The obligation to pay
royalties to CeNeS under this AGREEMENT shall be imposed only once with respect
to the same unit of LICENSED PRODUCT regardless of the number of pending or
issued claims of the PATENT RIGHTS covering the applicable LICENSED PRODUCT or
the amount of subject matter of the PATENT RIGHTS used in the development,
manufacture or use thereof.


 


(d)           LICENSEE shall not be
obligated to make any further royalty payments in a country for any LICENSED
PRODUCT after the end of the period commencing on the date of the first
commercial sale of the LICENSED PRODUCT in such country by LICENSEE, its
AFFILIATEs or SUBLICENSEEs and ending on the date of expiration of the last
VALID CLAIM of the PATENT RIGHTS covering the LICENSED PRODUCT actually used to
make such LICENSED PRODUCT, in such country.


 


4.3           In the event a LICENSED
PRODUCT is sold in the form of a combination product containing one or more
active ingredients in addition to the LICENSED PRODUCT active ingredient (hereinafter
“COMBINATION LICENSED PRODUCT”), then the applicable NET SALES for such
COMBINATION


 


6












 


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.


 


LICENSED PRODUCT, for
purposes of calculating royalties due thereunder, will be adjusted by
multiplying actual NET SALES of such COMBINATION LICENSED PRODUCT by the
applicable fraction, determined as follows:


 


(a)           Unless
Section 4.3(b), 4.3(c) or 4.3(d) applies below, the fraction A/(A+B) where
A is the invoice price of the LICENSED PRODUCT, if sold separately, and B is
the sum of the invoice price(s) of any other active component or components in
the combination, if sold separately.


 


(b)           If, on a
country-by-country basis, the other active component or components in the
COMBINATION LICENSED PRODUCT are not sold separately in said country, the
fraction shall be A/C where A is the invoice price of the LICENSED PRODUCTS if
sold separately, and C is the invoice price of the COMBINATION LICENSED
PRODUCT.


 


(c)           If, on
country-by-country basis, the LICENSED PRODUCT is not sold separately in said
country, the fraction shall be [1-(B/C)] where B is the invoice price sum of
any other active components or components in the combination, if sold
separately and C is the invoice price of the COMBINATION LICENSED PRODUCT.


 


(d)           If, on a
country-by-country basis, neither the LICENSED PRODUCT nor the other active
component or components of the COMBINATION LICENSED PRODUCT is sold separately
in said country, the fraction shall be negotiated in good faith by the parties
with the intention of agreeing upon a fair and equitable formula that
reasonably reflects the relative value contributed by the LICENSED PRODUCT to
the total value of the combination in the COMBINATION LICENSED PRODUCT, as
compared to the other active ingredients therein.


 


4.4           For SALES between
LICENSEE and its AFFILIATEs or SUBLICENSEEs for resale, the royalty shall be
paid once on the NET SALEs of such resale to a third party by the AFFILIATE or
SUBLICENSEE.


 


4.5           No later than
January 1 of each calendar year after the EFFECTIVE DATE of this
AGREEMENT, LICENSEE shall pay to CeNeS the following non-refundable license
maintenance royalty and/or advance on royalties.  Such payments may be credited against the
royalties due for that calendar year and Royalty Reports (as defined in
Section 5.3(a)) shall reflect such a credit.  Such payments shall not be creditable against
royalties due for any subsequent calendar year. 
The first three (3) of such payments shall not be creditable against milestone
payments but subsequent payments thereafter may be creditable against milestone
or royalty payments.


 


	
  January 1,
  2003

  	
   

  	
  $

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2004

  	
   

  	
  $

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1,
  2005

  	
   

  	
  $

  	
  [**]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1
  of each additional year prior to the first to occur of (i) the termination
  date of this AGREEMENT; or (ii) expiration of the PATENT RIGHTS

  	
   

  	
  $

  	
  [**]

  	
   

  



 


7












 


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.


 


4.6           LICENSEE shall pay to
CeNeS the following non-refundable milestone payments upon achievement by
LICENSEE, an AFFILIATE or SUBLICENSEE of the milestone events indicate below:


 


(a)           Upon the EFFECTIVE DATE:  $[**];


 


(b)           Upon initiation of the
first human clinical trial of a LICENSED PRODUCT that is a PROTEIN
PRODUCT:  $[**];


 


(c)           Upon initiation of the
first Phase III human clinical trial of a LICENSED PRODUCT that is a PROTEIN
PRODUCT:  $[**];


 


(d)           Upon filing the first
New Drug Application (“NDA”) with the U.S. Food and Drug Administration for a
LICENSED PRODUCT that is a PROTEIN PRODUCT: 
$[**];


 


(e)           Upon being granted the
first approval to market commercially a LICENSED PRODUCT that is a PROTEIN PRODUCT
in the United States:  $[**]; and


 


(f)            Upon being granted the
first approval to market commercially a LICENSED PRODUCT that is a PROTEIN
PRODUCT in a country chosen from the group consisting of the United State,
Canada, the United Kingdom, France, Germany, Italy, Spain, and Japan:  $[**]. 
For avoidance of doubt, in the event the first approval to market
commercially a LICENSED PRODUCT that is a PROTEIN PRODUCT occurs in the United
States, then LICENSEE shall nevertheless be obligated to pay both milestones
(e) and (f) for a total payment of $[**] in connection with such approval.


 


For clarity, should a
PROTEIN PRODUCT be abandoned by LICENSEE, its AFFILIATE or SUBLICENSEE for any
reason following completion of any of milestones (b) through (e) but prior to
completion of milestone (f), and LICENSEE commences development of a subsequent
PROTEIN PRODUCT, then LICENSEE shall resume the milestone payments for such
subsequent PROTEIN PRODUCT starting at the event subsequent to the event for
which a milestone payment had already been paid.  Each milestone payment shall be paid only
once by LICENSEE.


 


8












 


ARTICLE V

REPORTING


 


5.1           Diligence Milestones
shall be reported according to the provisions of Section 3.1 of this
AGREEMENT.


 


5.2           LICENSEE shall report
to CeNeS the date of first Sale of each LICENSED PRODUCT in each country within
thirty (30) days of occurrence.


 


5.3           (a)           LICENSEE shall submit to CeNeS within sixty
(60) days after each calendar half year ending June 30 and
December 31, a royalty report (“Royalty Report”) setting forth for such
half year at least the following information:


 


(i)                  the
number of LICENSED PRODUCTS sold by Licensee, its AFFILIATES And SUBLICENSEEs
in each country;


 


(ii)                 total
billings for such LICENSED PRODUCTS;


 


(iii)                deduction
applicable to determine the NET SALES thereof;


 


(iv)                the
amount of NET SALES by SUBLICENSEEs and PROCEEDS received by LICENSEE; and


 


(v)                 the
amount of royalty due thereon, or, if no royalties are due to CeNeS for any
reporting period, the statement that no royalties are due.


 


Each such Royalty Report
shall be certified as correct by an officer of LICENSEE to the best of such
officer’s knowledge, and shall include a detailed listing of all deductions
from royalties.


 


(b)           LICENSEE shall pay to
CeNeS with each such Royalty Report the amount of royalty due with respect to
such half year.  If multiple technologies
are covered by the license granted thereunder, LICENSEE shall specify which
PATENT RIGHTS are practiced for each LICENSED PRODUCT included in the Royalty
Report.


 


(c)           All payments due
hereunder shall be deemed received when funds are credited to CeNeS’s bank
account and shall be payable by check or wire transfer in United States
dollars.  Conversion of foreign currency
to U.S. dollars shall be made at the conversion rate existing in the United
States (as reported the Wall Street Journal, Eastern Edition) on the last
working day of each royalty period.  No
transfer, exchange, collection or other charges shall be deduced from such
payments.


 


(d)           All such reports shall
be considered trade secrets of LICENSEE, and shall be maintained in confidence
by CeNeS, except solely as required by law or by the terms of the Harvard
License.


 


(e)           Late payments shall be
subject to a charge of one and one-half percent (1.5%) per month, or $250,
whichever is greater.


 


9












 


ARTICLE VI

Record Keeping


 


6.1           LICENSEE shall keep,
and shall require its AFFILIATEs and SUBLICENSEEs to keep, accurate records
(together with supporting documentation) of LICENSED PRODUCTS made, used or
sold under this AGREEMENT, appropriate to determine the amount of royalties due
to CeNeS hereunder.  Such records shall
be retained for at least three (3) years following the end of the reporting
period to which they relate.  They shall
be available upon at least fifteen (15) business days’ prior written notice at
any reasonable time during normal business hours not more often than once each
calendar quarter for examination by an independent accountant selected by
CeNeS, to whom Acorda or, if applicable, its AFFILIATEs or SUBLICENSEEs, have
no reasonable objection, for the sole purpose of verifying reports and payments
hereunder.  In conducting examinations
pursuant to this Section, CeNeS’ independent accountant shall have access to
all records that CeNeS reasonably believes to be relevant to the calculation of
royalties under Article IV.  Such
independent accountant an CeNeS shall treat as confidential and shall not use
or disclose to any third party (except Harvard and STANFORD) any information
acquired during the course of such examination.


 


6.2           Such examination by
CeNeS’s independent accountant shall be at CeNeS’ expense, except that if such
an examination shows an underreporting or underpayment in excess of five
percent (5%) for any twelve (12) month period, then LICENSEE shall pay the cost
of such examination as well as any additional sum that would have been payable
to CeNeS had the LICENSEE reported correctly, plus interest on said sum at the
rate of one and one-half percent (1.5%) per month.  If the independent account determines that
there had been an overpayment by LICENSEE, LICENSEE shall be entitled to either
a refund in the amount of such overpayment or a credit against any future
payments to be made by LICENSEE under this AGREEMENT.


 


ARTICLE VII

DOMESTIC AND FOREIGN PATENT FILING AND MAINTENANCE


 


7.1           Upon execution of this
AGREEMENT, LICENSEE shall be primarily responsible for the preparation, filing,
prosecution and maintenance of any and all patent applications and patents
included in PATENT RIGHTS, at its expense. 
Notwithstanding the previous sentence, LICENSEE shall promptly furnish
to CeNeS copies of all material documents pertaining to such preparation, filing,
prosecution or maintenance, and CeNeS shall be given and opportunity to consult
with LICENSEE as to the preparation, filing, prosecution and maintenance.


 


7.2           Harvard and LICENSEE
shall cooperate fully in the preparation, filing, prosecution and maintenance
of PATENT RIGHTS and of all patents and patent


 


10












 


applications licensed to
LICENSEE hereunder, executing all papers and instruments or requiring members
of Harvard and/or STANFORD to execute such papers and instruments so as to
enable LICENSEE to apply for, to prosecute and to maintain patent applications
and patents in Harvard’s and STANFORD’s name in each country.  Each party shall provide to the other prompt
notice as to all matters which come to its attention and which may affect the
preparation, filing, prosecution or maintenance of any such patent applications
or patents.


 


7.3           LICENSEE may elect to
surrender its rights under the PATENT RIGHTS on a patent-by-patent basis in any
country upon sixty-(60) days written notice to CeNeS.


 


ARTICLE VIII

ENFORCEMENT AND DEFENSE OF THE PATENT RIGHTS


 


8.1           With respect to any
PATENT RIGHTS that are exclusively licensed to LICENSEE pursuant to this
AGREEMENT, LICENSEE shall have the right to prosecute and defend its own name
and at its own expense any infringement of a patent within PATENT RIGHTS, or
any other type of litigation involving the subject matter of the PATENT
RIGHTS.  CeNeS agrees to notify LICENSEE
promptly of each infringement of such patents of which CeNeS is or becomes
aware, and of each challenge to such patents of which CeNeS is or becomes
aware.


 


8.2           (a)           If LICENSEE commences an action In
accordance with Section 8.1 above, Harvard may to the extent permitted by
law, and shall to the extent required by law so as to enable LICENSEE to
enforce the exclusive rights granted to it by this AGREEMENT, join as a part in
that action. Regardless of whether Harvard joins as a party, both Harvard and
CeNeS shall cooperate fully with LICENSEE in connection with any such action.


 


(b)           If Harvard elects to
join as a party pursuant to Section 8.2(a), Harvard shall jointly control
the action with LICENSEE.


 


(c)           LICENSEE shall
reimburse Harvard for any costs Harvard incurs, including reasonable attorneys’
fees, as part of an action brought by LICENSEE, whether or not Harvard becomes
a party to such action.


 


8.3           If LICENSEE elects to
commence an action as described above, LICENSEE may deduct from its royalty
payments to CeNeS with respect to the patent(s) subject to suit an amount not
exceeding fifty percent (50%) of LICENSEE’s expenses and costs of such action,
including reasonable attorney’s fees and any reimbursements provided for under
Section 8.2(c); provided, however, that such reduction shall not exceed
fifty percent (50%) of the total royalty due to CeNeS with respect to the
patent(s) subject to suit for each calendar year.  If such fifty percent (50%) of LICENSEE’s
expenses and costs exceeds the amount of royalties deducted by LICENSEE for any
calendar year, LICENSEE may to that extent reduce the


 


11












 


royalties due to CeNeS
from LICENSEE in succeeding calendar years, but never by more than fifty
percent (50%) of the total royalty due in any one year with respect to the
patent subject to suit.


 


8.4           No settlement, consent
judgment or other voluntary final disposition of the suit may be entered into
without the prior written consent of Harvard, and without the prior written
consent of LICENSEE,  which consent shall
not be unreasonably withheld by either of them.


 


8.5           Recoveries or
reimbursements, from actions commenced pursuant to this Article VIII shall
be distributed as follows: (i) each party shall first be reimbursed for any
expenses and litigation costs incurred in the action (including any
reimbursement provided by LICENSEE to Harvard pursuant to Section 8.2(c)
to the extent not deducted from royalties pursuant to Section 8.3) and
then to reimburse CeNeS for royalties deducted by LICENSEE pursuant to in Section 8.3;
(ii) as to any remaining ordinary damages, LICENSEE shall deem such remaining
damages as NET SALES in the fiscal quarter receives by LICENSEE and royalties
on such amount shall be payable by LICENSEE to CeNeS accordingly; and (iii) as
to any remaining special or punitive damages, LICENSEE shall receive an amount
equal to 50% of its external expenses incurred in the action and the remainder
of such special or punitive award shall be shared equally between the parties.


 


8.6           If LICENSEE elects not
to exercise its right to prosecute an infringement of the . PATENT RIGHTS
pursuant to this Article VIII within one hundred twenty (120) days after
notification by CeNeS pursuant to Section 8.1 of any such infringement,
CeNeS may do so at its own expense, controlling such action and retaining all
recoveries therefrom. Notwithstanding the foregoing, CeNeS shall first consult
with LICENSEE and give due consideration to LICENSEE’s reasons for not
instituting actions to prosecute an infringement of the PATENT RIGHTS. If CeNeS
decides to pursue such infringement, LICENSEE shall cooperate fully with CeNeS
in connection with any such action.


 


8.7           If a declaratory
judgment action is brought naming LICENSEE as a defendant and alleging
invalidity of any of the PATENT RIGHTS, CeNeS may elect to join such action at
its own expense; in all other respects such action shall be conducted as if it
had been brought by LICENSEE pursuant to Sections 8.1, 8.2, 8.3 and 8.4 of this
Article VIII.


 


ARTICLE IX

TERMINATION OF AGREEMENT


 


9.1           This AGREEMENT, unless
earlier terminated as provided herein, shall remain in effect until the last
patent, patent application, or claim included in PATENT RIGHTS has expired,
been abandoned or been held finally rejected or invalid (the “TERM”).


 


12












 


9.2           Except as provided in
paragraphs 9.3(a) and 9.3(b) below, either party shall have the right to
terminate this AGREEMENT if the other party defaults in the performance of a
material obligation under this AGREEMENT and the default has not been remedied
within ninety (90) days after the date of notice in writing of such default by
the party specifying such breach and seeking termination.


 


9.3           CeNeS may terminate
this AGREEMENT immediately under the following circumstances:


 


(a)           If LICENSEE defaults in
its obligations under Sections 11.6(a) and 11.6(b), provided, that CeNeS
provides written notice to LICENSEE of the default and LICENSEE fails to cure
such default within thirty (30), days; or


 


(b)           if CeNeS determines
that the AGREEMENT should be terminated due to the failure of LICENSEE to meet
a Diligence Milestone by the expiration of an extension pursuant to
Section 3.2, and if, in CeNeS’ reasonable judgment, a further extension
pursuant to Section 3.2 would be unlikely to result in LICENSEE being able
to meet such Diligence Milestone.


 


9.4           If Harvard terminates
the Harvard License because CeNeS becomes insolvent, makes an assignment for
the benefit of creditors, or has a petition in bankruptcy filed for or against
it, Harvard shall, upon LICENSEE’s written request, enter into a direct license
with LICENSEE for the PATENT RIGHTS under the same terms as those in this
AGREEMENT.


 


9.5           This AGREEMENT shall,
at LICENSEE’s written request, be assigned to Harvard upon termination of the
Harvard License. CeNeS shall provide prompt written notice to LICENSEE if
Harvard gives notice that it intends to terminate the Harvard License for
breach, and LICENSEE may engage in actions to cure such breach to avoid such
termination or else may effect an assignment of this AGREEMENT to Harvard upon
termination of the Harvard License.


 


9.6           LICENSEE shall have the
right to terminate this AGREEMENT upon ninety (90) days advance written notice
of termination to CeNeS, such termination to be effective on the last of such
ninety (90) days (the “Termination Date”). 
LICENSEE shall submit a final Royalty Report to CeNeS, and pay any and
all amounts due hereunder, including, without limitation, all royalty payments
and unreimbursed patent expenses, within thirty (30) days following the
Termination Date.


 


9.7           The license to LICENSEE
set forth in Section 2.1 shall continue after any termination or
expiration of this AGREEMENT as set forth in this Section 9.7.  If this AGREEMENT expires pursuant to
Section 9.1, then LICENSEE shall thereafter retain a nonexclusive,
perpetual, royalty-free, worldwide license, with the full right to sublicense,
under the PATENT RIGHTS and LICENSED KNOW-HOW to practice such technology and
rights for all purposes. If this


 


13












 


AGREEMENT is terminated
by LICENSEE pursuant to Section 9.2, then LICENSEE, in its sole
discretion, may elect to retain the exclusive license granted in
Section 2.1, subject to the payment of the royalties otherwise due under
Section 4.2.


 


9.8           Articles I and X, and
Sections 2.3, 5.3(e), 9.7, 9.8, 11.1, 11.2, 11.4, 11.5, 11.7 and 11.9 of this
AGREEMENT shall survive termination.


 


ARTICLE X

CONFIDENTIALITY


 


10.1         Treatment of Confidential
Information.  Except as otherwise
provided hereunder, during the term of this AGREEMENT and for a period of five
(5) years thereafter:


 


(a)           CeNeS, its AFFILIATES
and SUBLICENSEES shall retain in confidence and use only for purposes of this
AGREEMENT, any written information and data supplied by LICENSEE to CeNeS under
this AGREEMENT and marked as proprietary or confidential; and


 


(b)           LICENSEE shall retain
in confidence and use only for purposes of this AGREEMENT, any written
information and data supplied by CeNeS to LICENSEE under this AGREEMENT and
marked as proprietary or confidential.


 


For purposes of this
AGREEMENT, all such information and data which a party is obligated to retain
in confidence shall be called “Information.”  Any written information, materials or data
relating to NRG-2 disclosed by one party to the other party pursuant to the
LICENSE OPTION AGREEMENT and the Confidentiality Agreement entered into as of
July 23, 2001 shall be deemed Information under this AGREEMENT.


 


10.2         Permitted Disclosure. To
the extent that it is reasonably necessary to fulfill its obligations or
exercise its rights under this AGREEMENT, or any rights which survive
termination or expiration hereof, each party may disclose Information to its
AFFILIATES, SUBLICENSEES, consultants, outside contractors and clinical
investigators on condition that such entities or persons agree:


 


(a)           to keep the Information
confidential for at least the same time periods and to the same extent as each
party is required to keep the Information confidential and


 


(b)           to use the Information
only for such purposes as such parties are authorized to use the Information.


 


Each party, its
AFFILIATES or SUBLICENSEES may disclose Information to regulatory authorities
to the extent that such disclosure is necessary for the prosecution and
enforcement of patents, authorizations to conduct clinical trials or
commercialization of LICENSED PRODUCTS, provided that such party is


 


14












 


otherwise entitled to engage in such activities under this
AGREEMENT. Each party, its AFFILIATES or SUBLICENSEES may disclose Information
to the government or a court of competent jurisdiction, provided that such
disclosing party (a) provides the other party with adequate notice of the
required disclosure, (b) cooperates with the other party’ s efforts to protect
its Information with respect to such disclosure and (c) takes all reasonable
measures requested by the other party to challenge or to modify the scope of
such required disclosure. CeNeS may disclose Information to Harvard and
Stanford to the extent such disclosure is required pursuant to CeNeS’ s
obligations under the Harvard License.


 


10.3         The obligation under
Section 10.1 not to use or disclose Information shall not apply to any
part of such Information that the recipient party can establish by competent
written proof:


 


(a)           is or becomes patented,
published or otherwise part of the public domain, other than by unauthorized
acts of the party obligated not to disclose such Information (for purposes of this
Article 10 (the “Receiving Party”),
its AFFILIATES or SUBLICENSEES in contravention of this AGREEMENT;


 


(b)           is disclosed to the
Receiving Party, its AFFILIATES or SUBLICENSEES by a third party provided that
such Information was not obtained by such third party directly or indirectly
from the other party under this AGREEMENT;


 


(c)           prior to disclosure
under this AGREEMENT, was already in the possession of the Receiving Party, its
AFFILIATES or SUBLICENSEES, provided that such Information was not obtained directly
or indirectly from the other party under this AGREEMENT;


 


(d)           results from the
research and development by the Receiving Party, its AFFILIATES or
SUBLICENSEES, independent of disclosures from the other party of this
AGREEMENT, provided that the persons developing such information have not had
exposure to the Information received from the disclosing party; or


 


(e)           CeNeS and LICENSEE
agree in writing may be disclosed.


 


10.4         Confidential Nature of
the Terms of Agreement. Except as expressly provided herein, CeNeS and LICENSEE
each agrees not to disclose any terms of this AGREEMENT to any third party
without the consent of the other party; provided, however, that disclosures may
be made as required by securities or other applicable laws, or to actual or
prospective investors, corporate partners or acquirers, or to a party’s
accountants, attorneys, and other professional advisors who agree to
appropriate confidentiality provisions to protect such terms from disclosure or
improper use.


 


15












 


ARTICLE XI

GENERAL


 


11.1         CeNeS Representations and
Warranties. CeNeS represents and warrants that;


 


(a)           (a) its obligations
under this AGREEMENT are not in conflict with any prior commitments or
obligations to any third party; that it has all requisite power and authority
to enter into this AGREEMENT; and that all corporate action necessary to
authorize its execution and delivery of this AGREEMENT has been duly taken;


 


(b)           it has the right to
grant the rights granted in this AGREEMENT and perform the obligations set
forth herein;


 


(c)           it and its Affiliates
have not granted to any third party any license, option or other rights under
the Patent Rights and to its knowledge, the Harvard License is in full force
and effect;


 


(d)           to its knowledge, there
are no facts or circumstance which would render any, of the Patent Rights
invalid or unenforceable; and


 


(e)           to its knowledge, there
is no interference action, opposition, reissue or reexamination proceeding, or
any intellectual property litigation pending before any patent office or court
concerning any of the Patent Rights.


 


11.2         CeNeS does not warrant
the validity of the PATENT RIGHTS licensed hereunder and makes no
representations whatsoever with regard to the scope of the licensed PATENT
RIGHTS or that such PATENT RIGHTS may be exploited by LICENSEE, an AFFILIATE or
SUBLICENSEE without infringing other patents.


 


11.3         Acorda Representations
and Warranties. Acorda represents and warrants that its obligations under this
AGREEMENT are not in conflict with any prior commitments or obligations to any
third party; that it has all requisite power and authority to enter into this
AGREEMENT; and that all corporate action necessary to authorize its execution
and delivery of this AGREEMENT has been duly taken.


 


11.4         CeNeS EXPRESSLY DISCLAIMS
ANY AND ALL IMPLIED OR EXPRESS WARRANTIES AND MAKES NO EXPRESS OR IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE
PATENT RIGHTS, INFORMATION SUPPLIED BY CeNeS OR LICENSED PRODUCTS CONTEMPLATED
BY THIS AGREEMENT.


 


11.5         Indemnification by
LICENSEE.


 


(a)           LICENSEE shall
indemnify, defend and hold harmless CeNeS, Harvard and STANFORD and their
current or former directors, governing board members, trustees, officers,
faculty, medical and professional staff, employees, students, and agents and
their respective successors, heirs and


 


16












 


assigns (collectively,
the “CeNeS Indemnitees”), against any liability, damage, loss or expenses
(including reasonable attorneys’ fees and expenses of litigation) incurred by
or imposed upon the CeNeS Indemnitees or any of them in connection with any
third party claims, suits, actions, demands or judgments arising out of any
theory of product liability (including, but not limited to, actions in the form
of tort, warranty, or strict liability) concerning any product, process or
service made, used or sold by LICENSEE, its AFFILIATES or SUBLICENSEES pursuant
to any right or license granted under this AGREEMENT.


 


(b)           CeNeS shall indemnify,
defend and hold harmless LICENSEE, its AFFILIATES, directors, officers, agents,
contractors, SUBLICENSEES and employees (collectively, the “LICENSEE
Indemnitees”); against any -liability, damage, loss or expenses (including
reasonable attorney’s fees and expenses of litigation) incurred by or imposed
upon the LICENSEE Indemnitees or any of them in connection with (1) any third
party claims, suits, actions, demands or judgments arising out of any breach of
Section 11.1 by CeNeS or (ii) LICENSEE’S actions pursuant to
Section 9.5.


 


(c)           LICENSEE shall, at its
own expense, provide attorneys reasonably acceptable to CeNeS, Harvard and
STANFORD to defend against any actions brought or filed against any Indemnitee
hereunder with respect to the subject of indemnity contained herein, whether or
not such actions are rightfully brought.


 


11.6         (a)           Beginning at the time any such product,
process or service is being commercially distributed or sold (other than for
the purpose of obtaining regulatory approvals) by LICENSEE, its AFFILIATE,
SUBLICENSEE or agent of LICENSEE, LICENSEE shall, at its sole cost and expense,
procure and maintain commercial general liability insurance in amounts not less
than $2,000,000 per incident and $2,000,000 annual aggregate and naming the
CeNeS Indemnitees as additional insureds. During clinical trials of any such
product, process or service, LICENSEE shall, at its sole cost and expense,
procure and maintain commercial general liability insurance in such equal or
lesser amount as CeNeS, Harvard or STANFORD shall require, naming the CeNeS
Indemnitees as additional insureds. Such commercial general liability insurance
shall provide: (i) product liability coverage; and (ii) broad form contractual
liability coverage for LICENSEE’s indemnification under this AGREEMENT. If
LICENSEE elects to self-insure all or part of the limits described above
(including deductibles or retentions which are in excess of $250,000 annual
aggregate) such self-insurance program must be acceptable to CeNeS, Harvard and
the Risk Management Foundation of the Harvard Medical Institutions, Inc. in
their sole discretion. The minimum amounts of insurance coverage required shall
not be construed to create a limit of LICENSEE’s liability with respect to its
indemnification under this AGREEMENT.


 


17












 


(b)           LICENSEE shall provide
CeNeS and Harvard with written evidence of such insurance upon request of CeNeS
or Harvard. LICENSEE shall provide CeNeS with written notice at least fifteen
(15) days prior to the cancellation, non-renewal or material change in such
insurance; if LICENSEE does not obtain replacement insurance providing
comparable coverage within such fifteen (15) day period, CeNeS and/or Harvard shall
have the right to terminate this AGREEMENT on written notice.


 


(c)           LICENSEE shall maintain
such commercial general liability insurance beyond the expiration or
termination of this AGREEMENT during: (i) the period that any product, process,
or service, relating to, or developed pursuant to, this AGREEMENT is being
commercially distributed or sold by LICENSEE, SUBLICENSEE, AFFILIATE or agent
of LICENSEE; and (ii) a reasonable period after the period referred to in
Subsection (c)(i) above which in no event shall be less than ten (10)
years.


 


11.7         Use of Name. LICENSEE
shall not use CeNeS’s, Harvard’s nor STANFORD’s name or insignia, nor any
adaptation thereof, nor the name of any of Harvard’s or STANFORD’s inventors,
in any advertising, promotional or sales literature without the prior written
approval of CeNeS, Harvard or STANFORD, respectively.


 


11.8         This AGREEMENT may not be
transferred without the prior written consent of CeNeS and Harvard in each
instance, which consent shall not be unreasonably withheld or delayed. The
preceding sentence notwithstanding, Licensee shall have the right to transfer
or assign this AGREEMENT and the rights granted hereunder in whole or in part
to any person or corporation succeeding to its business as a result of sale, consolidation,
reorganization, or otherwise, provided such assignee, person, or corporation
shall, without delay, accept in writing the provisions of this AGREEMENT and
agree to become in all material respects bound thereby in the place and stead
of LICENSEE.  This AGREEMENT shall be
binding upon the respective successors, legal representatives and assignees of
CeNeS, Harvard and of LICENSEE.


 


11.9         The interpretation and
application of the provisions of this AGREEMENT shall be governed by the laws
of the state of New York and the United-States of America.


 


11.10       LICENSEE shall comply with
all applicable laws and regulations in connection with the exercise of its
rights hereunder. In particular, it is understood and acknowledged that the
transfer of certain commodities and technical data is, subject to United States
laws and regulations controlling the export of such. commodities and technical
data, including all Export Administration Regulations of the United States
Department of Commerce. These laws and regulations among other things, prohibit
or require a license for the export of certain types of technical data to
certain specified countries. LICENSEE hereby agrees and gives written assurance
that it will comply with all United States laws and regulations


 


18












 


controlling the export of
commodities and technical data, that it will be solely responsible for any
violation of such by LICENSEE or its AFFILIATES or sublicensees, and that it
will defend and hold CeNeS, Harvard and STANFORD harmless in the event of any
legal action of any nature occasioned by such violation.


 


11.11       LICENSEE agrees: (i) to use
reasonable efforts to obtain all regulatory approvals required for the
manufacture and sale of LICENSED PRODUCTS; and (ii) to utilize appropriate
patent marking on such LICENSED PRODUCTS. LICENSEE also agrees to register or
record this AGREEMENT as is required by law or regulation in any country where
the license is in effect.


 


11.12       Any notices to be given
here under shall be sufficient if signed by the party (or, party’s
attorney)giving same and either: (i) delivered in person; (ii) mailed certified
mail, postage prepaid, return receipt requested; or (iii) faxed to other party
if the sender has evidence of successful transmission and if the sender
promptly sends the original by ordinary mail, in any event to the following
addresses:


 


If to Acorda:


 


Acorda Therapeutics, Inc.

15 Skyline Drive

Hawthorne, NY 10532

Attn: President and Chief Executive Officer


 


with a copy to:


 


Acorda Therapeutics, Inc.

15 Skyline Drive

Hawthorne, NY 10532

Attn. Harold Safferstein, Vice President, Business Development


 


If to CeNeS:


 


CeNeS Pharmaceuticals plc

Compass House

Vision Park

Chivers Way

Histon, Cambridge CB4 9ZR

England

Attn: Neil Clark, Chief Operating Officer and Finance Director


 


By such notice either
party may change their address for future notices. Notices delivered in person
shall be deemed given on the date delivered. Notices sent by fax shall be
deemed given on the date faxed. Notices mailed shall be deemed given on the
date postmarked on the envelope.


 


19












 


11.13       Should a court of competent
jurisdiction later hold any provision of this AGREEMENT to be invalid, illegal,
or unenforceable, and such holding is not reversed on appeal, it shall be
considered severed from this AGREEMENT. All other provisions, rights and
obligations shall continue without regard to the severed provision, provided
that the remaining provisions of this AGREEMENT are in accordance with the
intention of the parties.


 


11.14       This AGREEMENT constitutes
the entire understanding between the parties and supersedes all written and
prior agreements or understandings with regards to the subject matter hereof
except that any confidential information disclosed pursuant to the LICENSE
OPTION AGREEMENT shall be deemed Information of this AGREEMENT. Neither party
shall be obligated by any condition or representation other than those
expressly stated herein or as may be subsequently agreed to by the parties
hereto in writing.


 


11.15       LICENSEE’S relationship
with CeNeS shall be that of a licensee only. Neither party shall, be considered
to be an employee or agent of the other, nor shall this Agreement constitute,
create or in any way be interpreted as a joint venture, partnership or formal
business organization of any kind. In that respect, neither party shall have
the authority to execute any agreement on behalf of the other party, nor shall,
either party have any authority to negotiate any agreement, except as the other
party may expressly direct in writing.


 


11.16       This AGREEMENT maybe
executed in one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument:


 


IN WITNESS WHEREOF, the
parties hereto have caused this AGREEMENT to be executed by their duly
authorized representatives.


 


 


	
  CeNeS
  Pharmaceuticals PLC

  	
  Acordia
  Therapeutics, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Neil Clark

  	
   

  	
  By:

  	
  /s/ Harold T.
  Safferstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Neil Clark

  	
   

  	
  Print Name:

  	
  Harold T.
  Safferstein

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Finance Director

  	
   

  	
  Title:

  	
  VP Business
  Development

  	
   

  
										



 


20












 


APPENDIX
A


 


LAHIVE AND, COCKFIELD
CASES


 


•      US Patent Application serial number 08/525,864
filed September 8,1995 entitled “Cerebellum-Derived Growth Factors and
Uses Related Thereto”


 


•      PCT Patent Application serial number
PCT/US96/14484 filed September 9,1996 entitled “Cerebellum-Derived Growth
Factors, and Uses Related Thereto,”. designating Australia, Canada, EPO, Japan
and South Korea


 


•      U.S. Patent Number 5,912,326

Cerebellum-Derived Growth Factors

Inventor: Han Chang

Filed September 8, 1995

Issued June 15, 1999


 


•      European Patent Application Number 96 93 2981.2

Cerebellum-Derived Growth Factors. and Uses Related Thereto

Filed September 9,1996


 


•      Canadian Patent Application Number 2,228,590

Cerebellum-Derived Growth Factors and Uses Related Thereto

Filed September 9,1996


 


•      Australian Patent Application Number 71563/96 

Cerebellum-Derived Growth Factors and Uses Related Thereto 

Filed September 9, 1996


 


•      Japanese Patent Application Serial Number
9-511448

Cerebellum-Derived Growth Factors and Uses Related Thereto

Filed September 9, 1996


 


•      South Korean Patent Application Serial Number
701775/98

Cerebellum-Derived Growth Factors and Uses. Related Thereto

Filed September 9,1996


 


CLARK
& ELBING CASES


 


•      United States. Patent Application Serial Number
60/206,495

nrg-Z nucleic acid Molecules, polypeptides, and diagnostic and therapeutic
methods 

Filed 23-May-2000


 


•      United States Patent Application Serial Number
09/864,675

nrg-2 nucleic acid molecules, polypeptides, and diagnostic and therapeutic
methods

Filed May 23.2001.


 


•      PCT Patent Application Serial Number US01/16896

nrg-2 nucleic add molecules, polypeptides, and diagnostic and therapeutic
methods 

Filed May 23 2001.


 


21












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.


 


APPENDIX
B


 


The following. comprise
BIOLOGICAL MATERIALS supplied by Stanford:


 


• cerebellum-derived growth factor (CDGF) cDNA
clones


- rat DCDGP cDNA 2b, 2d, 3


- human CDCF.cDNA clone
h-nrg-2


 


• expression construct and cell lines:


- pRc/CMV-2b; for, rat
CDGF-beta


- CHO cells stably
transfected with pRc/CMV2-b


 


 


22