Exhibit 10.25


 


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.


 


 


June 1, 2005


 


RE:                              September 8,
2000 License Agreement between Acorda Therapeutics, Inc. and The Mayo
Foundation for Medical Education and Research (the “License Agreement”)


 


This Letter of Agreement (the “Letter Agreement”)
constitutes the agreement contemplated by Acorda Therapeutics, Inc. (“Acorda”)
and Mayo Foundation for Medical Education and Research (“Mayo”) (collectively,
the “Parties”) in the September 30, 2004 letter signed by Rick Colvin and
Jane Wasman with respect to Mayo’s and Dr. Moses Rodriguez’ grant application
to the Hilton Foundation.


 


Mayo proposes to enter into an agreement with the
University of Minnesota (the “University”) under which the University may
provide services for various research programs at Mayo, which agreement is
attached hereto as Exhibit A. This Letter Agreement relates solely to the
work plans (present and future) under the agreement for the development of rHIgM22
(the “Antibody”) within the Field (hereinafter, “Antibody Services Agreement”).
 The work to be performed pursuant to the
Antibody Services Agreement shall be funded largely by a three-year grant (the “Hilton
Foundation Grant”) received by Mayo and Dr. Rodriguez pursuant to the
grant application referenced above.


 


The parties hereby agree as follows:


 


1.               Grant:
Acorda hereby grants to Mayo (to the extent Mayo has not already retained a
right to use), the University, and any other third parties conducting work
under the Antibody Services Agreement a non-exclusive license to use the
Antibody for development within the Field for noncommercial purposes pursuant
to the Hilton Foundation Grant during the term of the Hilton Foundation Grant.


 


2.               Project
Steering Committee: Acorda shall be allowed to attend and participate in
the two in-person meetings of the Project Steering Committee held each year as
established in the Antibody Services Agreement. In addition, Mayo agrees that
the Mayo co-chair shall provide Acorda with quarterly updates regarding the
work being planned or performed pursuant to the Antibody Services Agreement and
shall timely seek Acorda’s input related to such work. Mayo also shall provide
Acorda with the timely opportunity to review and comment on all future
workplans that are contemplated pursuant to the Antibody Services Agreement.


 


3.               Indemnification:
The parties agree that, to the extent not already provided for by Section 8.2(a) of
the September 8, 2000 License Agreement between Mayo and Acorda, Mayo
shall defend, indemnify and hold Acorda and its affiliates and Sublicensees and
their respective directors, officers and employees, harmless from and against
any and all third party Claims arising out of or resulting from the
administration of a product to a human subject(s) and/or other clinical
activities (including activities preparatory to such clinical activities or the
use of the results therefrom) arising out of or relating to the Antibody
Services Agreement.


 


4.               Publication:
Mayo shall provide Acorda with the same rights to review, comment on and
consent or object to any manuscripts, abstracts, posters, presentations or
other potential publications (“Publications”) arising out of or relating to the
Antibody Services Agreement or the work performed thereunder as are provided to
Mayo in the Antibody Services


 

















 


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.


 


 


Agreement,
including the same amount of time for such review. Mayo shall forward to Acorda
for Acorda’s review, comment and consent all potential Publications as soon as
Mayo either drafts a Publication or receives one for review from the
University.


 


5.               Intellectual
Property and Confirmation of License Agreement: The parties acknowledge that
the work performed by Mayo under the Hilton Foundation Grant is being performed
subject to and pursuant to Sections 2.1 and 2.2 of the License Agreement and
any rights granted are solely for the Antibody in the Field. Mayo hereby grants
Acorda a non-exclusive, worldwide, royalty-free license, limited to the
Antibody in the Field, to any Inventions (as defined in the Antibody Services
Agreement) developed by the University or any third party and owned by Mayo
pursuant to the Antibody Services Agreement.  To the extent Acorda does not have a license
under the License Agreement for the work performed by Mayo under the Hilton
Foundation Grant, including the Antibody Services Agreement, Mayo grants a
non-exclusive, royalty-free license to Licensed Technology for the Antibody in
the Field. Mayo and Acorda acknowledge that the License Agreement is in full
force and effect.


 


6.               Public
Announcements: The Parties confirm that all public announcements relating
to the Antibody Services Agreement, the Hilton Foundation Grant and/or the work
performed thereunder shall be subject to the provisions of Section 10.6 of
the License Agreement.


 


7.               Diligence:
The Parties agree that Acorda’s obligations under Section 5.1 of the License
Agreement shall be deemed satisfied in full through the end of the three-year
term of the Hilton Foundation Grant in consideration for Acorda’s use of
reasonable commercial efforts, consistent with its business judgment, to seek a
partner to provide additional resources to help develop and commercialize
Licensed Products during the term of the Hilton Foundation Grant.


 


8.               [**]


 


9.               Miscellaneous:
All capitalized terms used in this Letter Agreement and not otherwise defined
herein shall have the same meaning as assigned to them in the License Agreement.
In the event of a conflict between the terms of the Letter Agreement and the
License Agreement, unless otherwise expressly stated herein, the terms of the
License Agreement shall govern.


 


	
  Agreed by on behalf of Mayo Foundation for

  Medical Education And Research:

  	
  Agreed by on behalf of Acorda

  Therapeutics, Inc.

  
	
   

  	
   

  
	
  By:

  	
  /s/ Rick F. Colvin

  	
   

  	
  By:

  	
  /s/ Ron Cohen

  	
   

  
	
   

  	
  Name:

  	
  Rick F. Colvin

  	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
  Assistant Treasurer

  	
   

  	
  Title:

  	
   

  
							



 

















 


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.


 


 


UNIVERSITY OF MINNESOTA


 


SERVICES AGREEMENT


 


THIS SERVICES AGREEMENT (the
“Agreement”) is entered into effective as of June 20, 2005 (Effective
Date), by and between the Regents of the University of Minnesota (the “University”),
a Minnesota constitutional corporation, and Mayo Foundation for Medical
Education and Research (“Mayo”), a Minnesota charitable corporation., each a “Party”
and collectively “Parties.” This Agreement is entered into by the University
through its University of Minnesota, Minnesota Molecular and Cellular
Therapeutics Facility.


 


NOW, THEREFORE,
the parties agree as follows:


 


1.             Description of Services.  The University shall render the services
described within and incorporated hereunder as an individual workplan (“Workplan”)
(reference to services in this Agreement shall be deemed to include any
deliverables). The University and Mayo may agree to incorporate additional
Workplans under this Agreement.


 


2.             Compensation.  For the
services rendered under a Workplan, Mayo shall pay the University the funding
amount according to the schedule and as specified under the Workplan.


 


3.             Term.  The term of this
Agreement shall commence on the Effective Date.


 


The term of this
Agreement shall expire five years from the Effective Date, unless terminated
earlier as provided in section 4 or extended as may be mutually agreed
upon in writing.


 


4.             Termination.  Either
party may terminate this Agreement for material breach on seven (7) days’
written notice, during which period the breaching party may cure. Additionally,
either party may terminate this Agreement for its convenience upon thirty (30)
days’ prior written notice to the other party. Upon termination, Mayo shall
promptly pay the University for all services rendered and costs (but only as
specified in a Work Plan) incurred up to and including the effective date of
termination.


 


5.             Limitation of Damages.  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, FOR (i) PERSONAL
INJURY OR PROPERTY DAMAGES OR (ii) LOST PROFITS, WORK STOPPAGE, LOST DATA,
OR ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OF ANY KIND.


 


6.             Limitation of Remedies.  IN THE EVENT OF THE UNIVERSITY’S BREACH OR
FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT, WITH THE EXCEPTION
OF UNIVERSITY’S OBLIGATION TO INDEMNIFY MAYO AND ANY BREACH RELATED TO
CONFIDENTIALITY OR THE USE OF THE MAYO NAME, THE UNIVERSITY’S ENTIRE LIABILITY
AND MAYO’S EXCLUSIVE REMEDY SHALL BE, AT THE UNIVERSITY’S OPTION, EITHER (i) RETURN
OF THE MONETARY CONSIDERATION PAID TO THE UNIVERSITY UNDER THIS AGREEMENT OR (ii) THE


 


1

















 


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.


 


 


UNIVERSITY’S PERFORMANCE OF ANY
OBLIGATION THAT FAILED TO SATISFY THE TERMS OF THIS AGREEMENT.


 


7.             Disclaimer of Warranties.  THE UNIVERSITY DISCLAIMS AND EXCLUDES ALL
WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SERVICES
PROVIDED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THE SERVICES
SHALL BE PROVIDED AND ACCEPTED “AS IS.”


 


8.             No University Endorsements.  In no event shall Mayo (or its successors,
employees, agents and contractors) state or imply in any publication,
advertisement, or other medium that the University has approved, endorsed or
tested any product or service. In no event shall the University’s performance
of the services described in section 1 be considered a test of the
effectiveness or the basis for any endorsement of a product or service.


 


9.             Use of Name or Logo.


 


9.1           Mayo
agrees not to use the name, logo, or any other marks (including, but not
limited to, colors and music) owned by or associated with the University or the
name of any representative of the University in any sales promotion work or
advertising, or any form of publicity, without the prior written permission of
the University in each instance.


 


9.2           The
University shall not use publicly for publicity, promotion, or otherwise, any
logo, name, trade name, service mark, or trademark of Mayo or its Affiliates,
including, but not limited to, the terms “Mayo®,” “Mayo Clinic®,” or any
simulation, abbreviation, or adaptation of the same, or the name of any Mayo
employee or agent, without Mayo’s prior, written, express consent. Mayo may
withhold such consent in Mayo’s absolute discretion.


 


10.           Indemnification.


 


10.1         Mayo
shall indemnify, defend and hold the University and its regents, faculty members,
students, employees, agents and contractors harmless from third parry actions,
suits, claims, negligent losses, costs, judgments and expenses, including
reasonable attorneys’ and investigative fees, arising out of: (i) Mayo’s
infringement of a third party’s intellectual property rights or violation of
any law, rule, or regulation in the provision of any materials to the
University; (ii) personal injury, death or property damages arising out of
a failure to warn the University of any dangerous substances or materials
supplied to the University by or on behalf of Mayo; (iii) Mayo’s, or any
other entity’s, use of the results or deliverables, or the use of products,
services or representations based on such results or deliverables; and (iv) any
negligent act or omission of Mayo in connection with this Agreement.


 


10.2         Subject
to the limitations of damages and remedies set forth in this Agreement, the
University shall indemnify and hold Mayo and its directors, employees, agents
and contractors harmless from third party actions, suits, claims, losses,
costs, judgments and expenses, including reasonable attorney and investigative
fees, arising out of the University’s negligent acts and omissions in
performing its duties under this Agreement.


 


2

















 


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.


 


 


10.3         Unless
more specific insurance provisions are attached, the following shall apply. At
all times during its performance under this Agreement, Mayo shall obtain and
keep in force comprehensive general and professional liability insurance,
including coverage for death, bodily or personal injury, and property damage,
including products liability, with limits of not less than [**] each
occurrence, and automobile coverage with limits not less than [**] each
occurrence. All such certificates evidencing such insurance shall name the
Regents of the University of Minnesota as an additional insured. Mayo
represents that it has workers’ compensation insurance to the extent required
by law. Mayo agrees to furnish proof of all such insurance to the University
upon request.


 


11.           Publications.  The
University and Mayo reserve the right to publish the results of research or
investigation related to the services performed under this Agreement. Before
publishing, however, the University will give Mayo an opportunity to review the
manuscript and will consider suggested modifications. Mayo shall be furnished
copies of any proposed publication or presentation at least thirty (30) days in
advance of the submission of such proposed publication or presentation to a
journal, editor, or other third party. Mayo shall have thirty (30) days after
receipt of said copies, to object to such proposed presentation or proposed
publication, either because there is patentable subject matter that needs
protection and/or there is information that Mayo regards as trade secret,
confidential or proprietary, in the proposed publication or presentation, and
to propose modifications. In the event that Mayo makes an objection based on
patentable subject matter, the University shall refrain from making such
publication or presentation for a maximum of ninety (90) days from date of
receipt of such objection in order for a patent application to be filed with
the United States Patent and Trademark Office and/or foreign patent office(s)
directed to the patentable subject matter contained in the proposed publication
or presentation. In the event that Mayo makes an objection concerning
information that it regards as trade secret, confidential or proprietary, the
University will consider such objection and suggested changes in good faith.


 


12.           Confidentiality and Intellectual Property.


 


12.1         As
part of the development and evaluation of a Workplan and during the course of
work under a Workplan, Mayo may disclose information, data, concepts, ideas,
methods, processes, techniques, formula, know-how, trade secrets and
improvements that are confidential or proprietary to Mayo (hereafter “Proprietary
Information”).  The University agrees not
to use any Proprietary Information during the term of this Agreement, and for five
(5) years after the termination or expiration of this Agreement, for any
purpose other than as permitted or required under this Agreement.  The University also agrees not to disclose or
to provide any such Proprietary Information to any third party, except as may
be permitted under a Workplan, and to take all reasonable measures to prevent
any such disclosure by permitted third parties and by the University’s
employees, agents, contractors, or consultants during the term of this
Agreement, and for five (5) years after its termination or expiration.
This obligation does not apply to information that:  i) is not marked confidential at the time of
disclosure; or ii) is not summarized in a written memorandum as being
confidential within ninety (90) days of any initial disclosure.


 


12.2         The
University agrees that any and all rights to any inventions, copyrightable
materials, research notebooks, prototypes, trade secrets, processes or other
tangible or intellectual property developed pursuant to this agreement (“Inventions”)
shall belong solely to


 


3

















 


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.


 


 


Mayo.  The University acknowledges that all materials
prepared by the University pursuant to this agreement are “work made for hire”
as that term is understood and used in Title 17 of the United States Code, and
that the copyright, if any, shall belong to Mayo during the initial, renewal
and extended period or periods of the copyright. The University will and hereby
assigns all right, title and interest in and to such Inventions to Mayo,
including any materials that are not deemed “works made for hire,” and further
agrees to execute all documents and do all actions necessary or useful (at no
charge to Mayo, but at Mayo’s cost) to effect such assignment.


 


13.           Project Steering Committee.


 


13.1         A
committee (hereinafter referred to as the Project Steering Committee)
consisting of up to four (4) members from MAYO and up to four (4) members
from the University will establish general guidelines and priorities for the
collaboration contemplated hereunder. MAYO’s members and the University’s
members shall be determined prior to approval of the first individual workplan,
and shall be named in said Workplan. The Project Steering Committee will be
jointly chaired by one member from MAYO and one member from the University.


 


13.2         The
Project Steering Committee shall meet two (2) times a year in person and
up to four (4) times a year via teleconference or whenever requested by
either Party and whenever deemed relevant by the Project Steering Committee. At
least two members from each side shall participate at each meeting.
Furthermore, relevant scientific or other staff from either side and one or
more representatives from Mayo Medical Ventures may attend. The members of the
Project Steering Committee shall communicate to the extent necessary to
coordinate their efforts and shall be responsible for the drafting, within ten (10) working
days, of minutes and records from each meeting.


 


13.3         It
is foreseen that the Project Steering Committee may need to refine Workplans on
an ongoing basis. Any such revisions must be approved in writing by authorized
signatories of both Parties.


 


13.4         The
Project Steering Committee will be responsible for putting in place any quality
agreements or other agreements the Project Steering Committee deems necessary
for work to be conducted under a Workplan prior to the initiation of that
Workplan.


 


14.           General Provisions.


 


14.1         Amendment.  This
Agreement shall be amended only in a writing duly executed by all the parties
to this Agreement.


 


14.2         Assignment.  Mayo may
not assign any rights or obligations of this Agreement without the prior
written consent of the University.  In
the event of any assignment, Mayo shall remain responsible for its performance
and that of any assignee under this Agreement. 
This Agreement shall be binding upon Mayo, and its successors and
assigns, if any. Any assignment attempted to be made in violation of this
Agreement shall be void at the sole option of the University.


 


4

















 


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.


 


 


14.3         Entire Agreement.  This
Agreement (including all attached or referenced addenda, exhibits, and
schedules) is intended by the parties as the final and binding expression of
their agreement and as the complete and exclusive statement of its terms.  This Agreement cancels, supersedes and
revokes all prior negotiations, representations and agreements between the
parties, whether oral or written, relating to the subject matter of this
Agreement.  The terms and conditions of
any purchase order or similar document submitted by Mayo in connection with the
services provided under this Agreement shall not be binding upon the
University.


 


14.4         Force Majeure.  No
party to this Agreement shall be responsible for any delays or failure to
perform any obligation under this Agreement due to acts of God, strikes or
other disturbances, including, without limitation, war, insurrection,
embargoes, governmental restrictions, acts of governments or governmental
authorities, and any other cause beyond the control of such party. During an
event of force majeure the parties’ duty to perform obligations shall be
suspended.


 


14.5         Governing Law.  The
internal laws of the state of Minnesota shall govern the validity, construction
and enforceability of this Agreement, without giving effect to its conflict of
laws principles.


 


14.6         Jurisdiction.  All
suits, actions, claims and causes of action relating to the construction,
validity, performance and enforcement of this Agreement shall be in the courts
of Hennepin County, Minnesota.


 


14.7         Independent Contractor.  In the performance of their obligations under
this Agreement, the parties shall be independent contractors, and shall have no
other legal relationship, including, without limitation, partners, joint
ventures, or employees. Neither party shall have the right or power to bind the
other party and any attempt to enter into an agreement in violation of this section 12.7
shall be void. Neither party shall take any actions to bind the other party to
an agreement.


 


14.8         Notices.  All notices,
requests and other communications that a party is required or elects to deliver
shall be in writing and shall be delivered personally, or by facsimile or
electronic mail (provided such delivery is confirmed), or by a recognized
overnight courier service or by United States mail, first-class, certified or
registered, postage prepaid, return receipt requested, to the other party at
its address set forth below or to such other address as such party may
designate by notice given pursuant to this section:


 


If to the University:                                                                                                                                                                                       University
of Minnesota

Attn:  Randall Tlachac

Program Director

Molecular and Cellular Therapeutics

1900 Fitch Avenue

St. Paul, MN 55108

Phone No.: 612-624-0765

Facsimile No.: 612-624-1777

E-mail: rtlachac@unm.edu


 


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.


 


 


With a copy to:                                                                                                                                                                                                            University
of Minnesota

Office of the General Counsel

Attn: Transactional Law Services Group

360 McNamara Alumni Center

200 Oak Street S.E.

Minneapolis, MN 55455-2006

Facsimile No.:  (612) 626-9624

E-mail:  contracts@mail.ogc.umn.edu


 


If to Mayo:                                                                                                                                                                                                                                   Mayo
Foundation or Medical Education and Research

200 First Street SW

Rochester, MN  55905-0001

Attn:  Office of Technology
Commercialization

Phone No.: 507-284-8878

Facsimile No.: 507-284-5410


 


14.9         Survival.  Upon
termination or expiration of this Agreement, Sections 2, 5, 6, 7, 8, 9, 10, 11,
12 and 14 shall survive.


 


IN
WITNESS WHEREOF, the
parties have entered into the Agreement as of the Effective Date.


 


	
  Regents of the University of Minnesota

  	
  Mayo Foundation for Medical

  Education and Research

  
	
   

  	
   

  
	
  By:

  	
  /s/ Mark S. Pauer

  	
   

  	
  By:

  	
  /s/ Rick F. Colvin

  	
   

  
	
  Name:

  	
  Mark S. Pauer

  	
  Name:

  	
  Rick F. Colvin

  
	
  Title:

  	
  Asst VP for Research

  	
  Title:

  	
  Assistant Treasurer

  
	
  Date:

  	
  6/28/05

  	
   

  	
  Date:

  	
  6/16/05

  	
   

  
										



 


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.


 


 


Workplan A

[***]


 


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.


 


 


IN WITNESS WHEREOF, the parties
have entered into this Workplan A under the Agreement as of the latter of the
Effective Date or the date first written below.


 


	
  Regents
  of the University of Minnesota

  	
  Mayo
  Foundation for Medical Education

  
	
   

  	
   

  	
  and
  Research

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Mark S.
  Paller

  	
   

  	
  By:

  	
   

  	
  /s/ Rick F.
  Colvin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Mark S. Paller

  	
  Name:

  	
  Rick F. Colvin

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Assistant VP for
  Research

  	
  Title:

  	
  Assistant
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  June 28,
  2005

  	
  Date:

  	
  June 16,
  2005

  
								



 


1