Exhibit 10.28


 


CONFIDENTIAL


 


LABORATORY SERVICES AGREEMENT


 


This Laboratory Services Agreement (“Agreement”)
effective as of April 1, 2003 (the “Effective Date”) is between Acorda
Therapeutics, Inc. with an address at 15 Skyline Drive, Hawthorne, New York 10532,
USA (“Acorda”)
and Cardinal Health PTS, Inc. with an address of 160 Magellan Labs Ct.,
Morrisville, North Carolina, USA (“Cardinal Health”).


 


Acorda and Cardinal
Health agree to the following terms and conditions:


 


1.                                       Services.


 


1.1                                 Cardinal
Health agrees to provide to Acorda the laboratory services described in Quotes
identified in Exhibit A to this Agreement, relating to Acorda’s Stability Study
on the compound, Fampridine, and as set out in the Protocols agreed to by the
parties or previously approved by Elan (the “Protocols”) and on any additional
exhibit as may be mutually agreed by the parties in writing and attached hereto
from time to time (the “Services”). Each such exhibit shall be
incorporated by reference into this Agreement and shall be subject to the terms
and conditions contained herein. 
Cardinal Health shall use reasonable commercial efforts to perform the
Services in an efficient and timely manner and in accordance with the
timeframes set out in the Quotes identified in Exhibit A.  Cardinal Health agrees that there shall be
no deviations from the provisions of the quotes identified in Exhibit A or from
the Protocols or from any instructions provided to Cardinal Health in writing
by Acorda without Acorda’s prior written consent. Cardinal Health further
agrees that all reports generated hereunder will meet the requirements set
forth in the documents identified in Exhibit A, the Protocols and this
Agreement.  In the event of a conflict
between the terms of this Agreement and the terms set forth in any quote
identified in Exhibit A, or any quote later agreed to by the parties which is
subject to this Agreement, the terms of this Agreement shall control.


 


1.2                                 Unless
otherwise agreed to by the parties in writing, Acorda is solely responsible to
(i) provide complete and accurate scientific data regarding Acorda’s
requirements for the Services, (ii) provide Cardinal Health with complete and
accurate information necessary to develop the scope of work, and estimated or
fixed costs for the Services, (iii) review and approve all Service
instructions, the Protocols and any subsequent protocol or exhibit, (iv) if
applicable, prepare all submissions to regulatory authorities.


 


2.                                       Payment of
Fees and Expenses.


 


2.1                                 Acorda
will pay Cardinal Health for the Services actually rendered by Cardinal Health
at the rates specified in the Quotes identified in Exhibit A and this
Agreement.  Cardinal


 


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Health may amend such
rates once annually upon written notice to Acorda.  Cardinal Health will invoice Acorda post completion of each
Stability Test interval or as separately agreed for services provided under
this Agreement.  Acorda shall pay all
amounts due within thirty (30) days of receipt of Cardinal Health’s itemized
invoices for work completed.  Acorda
will pay any sales, use, gross receipts, compensating or other taxes (excluding
income and franchise taxes) required to be paid by Cardinal Health as a result
of the Services and any other action necessary to fulfill the terms of this
Agreement.  Cardinal Health will charge
a late payment fee of 1.5% per month, or the maximum amount permitted by law if
less than 1.5% per month, for any undisputed payment not received within thirty
(30) days from receipt of invoice by Acorda. 
All payments shall be made in United States Dollars unless otherwise
agreed. Without limiting Cardinal Health’s
rights under law or in equity, Cardinal Health and its affiliates, parent or
related entities, collectively or individually, may exercise a right of set-off
against any and all amounts due to Cardinal Health from Acorda.  For purposes of this Section 2.1,
Cardinal Health, its affiliates, parent or related entities shall be deemed to
be a single creditor.


 


2.2                                 Cardinal
Health will be responsible for discharging all payments to its staff who will
be providing the Services hereunder. 
Unless otherwise agreed to by the parties, and except as otherwise
provided in this Agreement, Cardinal Health will be responsible for procuring
and paying for all equipment necessary to carry out the Services. Cardinal
Health shall maintain complete and accurate records verifying time and
materials expended by Cardinal Health during the provision of the
Services.  These records shall be
available for inspection, review and audit at reasonable times by Acorda and
Cardinal Health, or its duly authorized representative, during and for one year
following the termination of this Agreement. 
In no event shall Acorda be entitled to review Cardinal Health’s
financial, accounting or cost records at any time.


 


2.3                                 Each
stability study has a stability management fee and stability storage fee as set
forth in the quotes identified in Exhibit A and agreed to by the parties.  There is a minimum billable amount of $2,500
per study phase (i.e., individual stability timepoint pulls, method transfers,
etc.).  Rush order services may be
available for certain services as agreed to by the parties.  Surcharges for such rush orders typically
range from 10% to 300% of the cost for the rushed service, are agreed in
advance by the parties and will be quoted separately as requested by
Acorda.  The cost of all reference
standards, specialty chemicals and supplies, and HPLC or GC columns ordered by
Cardinal Health for the Services will be billed to Acorda.


 


2.4                                 All
required investigational studies or additional Acorda requests not outlined in
this Agreement, the Protocols or an exhibit to this Agreement will be invoiced
for the cost of performance at the standard hourly rate, plus associated fees.  Cardinal Health reserves the right to expend
up to 16 hours per occurrence to complete all required investigational work
(such as OOS investigations, troubleshooting chromatographic methods, etc.)
without approval from Acorda.  If the
additional work requires more than 16 hours, Cardinal Health will contact
Acorda prior to continuation. 
Additional work will be performed based on verbal agreement from Acorda
and will be documented on a Cardinal Health Telephone Conversation Record
(TCR).


 


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3.                                   Term.


 


This Agreement shall
commence on the Effective Date and shall continue for a period of three (3)
years (the “Term”), unless mutually extended by the parties or terminated
according to the terms of this Agreement.


 


4.                                   Confidentiality.


 


The parties Agree that
the Services performed hereunder and all communications in relation to such
Services shall be governed by the terms of the Confidential Disclosure
Agreement between Elan Corporation, Cardinal Health and Acorda, attached hereto
as Exhibit B.


 


5.                                       Ownership


 


5.1                                 All
specimens, biological materials, data and information necessary for Cardinal
Health to conduct the Services, under this Agreement, will be provided by
Acorda to Cardinal Health, and shall remain the sole and exclusive property of
Acorda.  At all times, Acorda shall have
the full and free right to use any and all information generated by Cardinal
Health in the conduct of the Services (“Data”) in any way deemed by Acorda to
be necessary or advisable, either directly or through agents or otherwise,
without payment of any compensation to Cardinal Health for same, except as
herein specifically provided.


 


5.2                                 All intellectual property rights subsisting in
or relating to any calculations, Data, specifications, papers, documents, any
other items, material or information generated by Cardinal Health in the
performance of the Services or any study are vested in Acorda, save only that
Cardinal Health shall have the rights to any general material such as Standard
Operating Procedures, software, and any innovative laboratory methodology or
process developed in the course of the Services.  Cardinal Health agrees that Acorda shall be entitled to own and
control all proprietary technology and all financial, operating, training
ideas, data, processes, procedures and materials, including works of
expression, all copyrights, all patent rights, and all trade secret rights in
such works that are developed, written, or conceived by Cardinal Health under
this Agreement, to the extent that they relate to the Services or performance
of the requirements of this Agreement. 
Cardinal Health shall promptly disclose to Acorda any such Intellectual
Property, and shall make, execute and deliver any and all instruments and
documents and perform any and all acts, necessary to obtain, maintain and
enforce patents, trademarks and copyrights for such Intellectual Property, and
shall make, execute and deliver any and all instruments and documents and
perform any and all acts, necessary to obtain, maintain and enforce patents,
trademarks and copyrights for such Intellectual Property as Acorda may desire
in any and all countries.  All costs and
expenses of application and prosecution of such patents, trademarks and
copyrights shall be paid by Acorda.


 


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6.                                       Work
Quality; Regulatory Compliance; Inspection; Other Representations and
Warranties.


 


6.1                                 Cardinal
Health agrees to carry out the Services and maintain records and the Data
during and after the Term of this Agreement in compliance with all applicable
Federal, State and local legal and regulatory requirements, including, without
limitation, Guidelines issued by the International Conference on Harmonisation
(“ICH/GCP”),
and any requirements of the United States Food and Drug Administration (“FDA”)
and the United States Drug Enforcement Administration (together, “Laws”).  Acorda’s remedies for Cardinal Health’s
failure to meet the warranties set forth in this section shall be as set
forth in Section 15.3.


 


6.2                                 Neither
Cardinal Health nor any of Cardinal Health’s employees rendering the Services
pursuant to this Agreement is under investigation by the FDA for debarment
action or is presently debarred pursuant to the Generic Drug Enforcement Act of
1992.  Cardinal Health shall notify
Acorda immediately upon any inquiry concerning or the commencement of any such
proceeding concerning Cardinal Health or any such employee.


 


6.3                                 If,
with respect to any study or Services provided under this Agreement any governmental
or regulatory authority conducts or gives notice to Cardinal Health of its
intent to conduct an inspection at Cardinal Health’s facilities which are used
in the performance of the Services or take any other regulatory action with
respect to such facilities, Cardinal Health will promptly give Acorda notice
thereof, including all information pertinent thereto.


 


6.4                                 Cardinal
Health hereby represents and warrants to Acorda that performance of the
Services as contemplated by this Agreement will not result in the breach or
violation of any contract, arrangement or understanding which Cardinal Health
may have with any third party.


 


6.5                                 Cardinal
Health shall
use reasonable commercial efforts and shall take all reasonable endeavours and
shall take all reasonable precautions to ensure that all Data provided for the
purposes of and/or resulting from the provision of the Services shall be
protected against all risk of loss thereof. 
In addition, Cardinal Health shall warrant that all electronic Data
provided hereunder is backed up onto backup media tape on a daily basis and
stored in a secure off-site location.


 


6.6                                 At
a minimum, all Data shall be retained by Cardinal Health for a period of ten
(10) years following completion of the applicable study or such longer period
as may be required by applicable Laws. 
Cardinal Health will notify Acorda in writing not less than thirty (30)
days prior to destruction or disposal of such records, and will forward such
records to Acorda or another site designated by Acorda upon Acorda’s request
and at Acorda’s expense.


 


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7.                                       Review of
Work and Facilities Inspection.


 


During the Term of this
Agreement, Cardinal Health will permit Acorda’s representative(s) to examine
the work performed and all documentation related to such work and to inspect
Cardinal Health’s facilities as agreed to by the parties upon reasonable
advance notice and during regular business hours.  Acorda and its authorized representatives shall also have the right
to copy any applicable items referred to in this Section.


 


8.                                       Publication.


 


Publication of Data,
information or test results arising in connection with the Services provided by
Cardinal Health and owned by Acorda shall be within the sole and absolute discretion
of Acorda and shall not be published or referred to, in whole or in part,
without the prior written consent of Acorda.


 


9.                                       Termination.


 


9.1                                 This
Agreement, the Protocols and/or any study conducted hereunder, may be
terminated (a) with or without cause by Acorda at any time during the Term of
this Agreement upon the provision of thirty (30) days prior written notice to
Cardinal Health; (b) by either party, upon thirty (30) days’ prior written
notice of a breach of this Agreement which is not cured within such thirty (30)
day period; and (c) by either party, if the other party files for protection
under any bankruptcy law, enters into liquidation or becomes insolvent.  In the event this Agreement is terminated by
Acorda, Cardinal Health shall complete all Services commenced for Acorda under
this Agreement (including completion of all Services required in support of a
particular clinical trial), to the extent requested by Acorda.  In the event of  termination pursuant to this Section, Acorda shall pay Cardinal
Health any fees for the Services actually rendered by Cardinal Health under
this Agreement together with all actual costs incurred by Cardinal Health as
may be reasonably required to wind-down such activities and provided Cardinal
Health uses all reasonable efforts to mitigate such costs, save that all
payments to Cardinal Health will immediately cease in the event of termination
of this Agreement due to a material breach by Cardinal Health.


 


9.2                                 Except
to the extent otherwise required by law, upon termination of this Agreement and
satisfaction of all obligations hereunder, Cardinal Health shall deliver to
Acorda all Data and materials provided by Acorda to Cardinal Health for the
conduct of the Services under this Agreement, whether provided before or after
the date of this Agreement, plus all specimens or Data created by Cardinal
Health under this Agreement.


 


9.3                                 Except
as to payments required under this Agreement, if any default or delay occurs
which prevents or materially impairs a party’s performance and is due to a
cause beyond the party’s reasonable control, and provided that the default or
delay is not caused by or the fault of such party, including but not limited to
an act of God, flood, fire, explosion, earthquake, casualty, accident, war,
revolution, civil commotion, blockade or embargo, injunction, law,
proclamation, order, regulation or governmental demand, the affected party
shall promptly notify the party in writing of such cause and shall exercise
diligent


 


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efforts to resume
performance under this Agreement as soon as possible.  Neither party will be liable to the other party for any loss or
damage due to such cause, and the Term will not be extended thereby.  Neither party may terminate this Agreement
because of such default or delay except upon thirty (30) days prior written
notice to the other party if the default or delay has existed for three (3)
months and is continuing at the end of the thirty (30) day notice period.


 


10.                                 Independent
Contractor.


 


Cardinal Health is an
independent contractor of Acorda, and nothing contained in this Agreement shall
be construed to place the parties in the relationship of partners, principal
and agent, employer and employee, or joint venturers.


 


11.                                 Insurance


 


11.1                           At
all times while this Agreement is in effect, each party shall procure and
maintain at their own expense and for their own benefit, from an insurance
carrier(s) having a minimum AM Best rating of A-VII, at least the following
minimum levels of insurance coverage.


 


	
  11.1.1

  	
   

  	
  Worker’s
  Compensation

  	
   

  	
  Statutory

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.1.2

  	
   

  	
  General
  Liability*

  	
   

  	
  USD$10,000,000
  bodily injury, death and property damage combined single limit per occurrence
  and in the aggregate

  



 












*(including
Products Liability)


 


In addition, Cardinal Health shall procure and maintain
Errors and Omissions Liability insurance, in the amount of USD$10,000,000 per
occurrence and in the aggregate, at its own expense and for its own benefit,
from an insurance carrier(s) having a minimum AM Best rating of A-VII.


 


11.2                           In lieu
of insurance, either party may self-insure any or a portion of the above
required insurance.  In the event that
any of the required policies of insurance are written on a claim made basis,
then such policies shall be maintained during the entire Term of this Agreement
and for a period of not less than three (3) years following the termination or
expiration of this Agreement.


 


11.3                           Upon
request, no more often than on an annual basis, either party shall furnish the
other a certificate(s) from the insurance carrier(s) (having a minimum AM Best
rating of A-VII) showing the coverages set forth above.  The insurance may be cancelled or altered
only after thirty (30) days written notice is given to the other party.


 


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12.                               Representations and Warranties


 


12.1                           Cardinal
Health represents, warrants and covenants that:


 


12.1.1                  it will carry
out the Services in accordance with the Protocols all applicable Laws including
without limitation applicable current Good Laboratory Practices and current
Good Manufacturing Practices;


 


12.1.2                   there is no
pending or threatened litigation, arbitration, mediation or governmental,
administrative or regulatory audit, investigation or proceeding involving
Cardinal Health which arises out of or relates to compliance with applicable
Laws or the conduct of the Services;


 


12.1.3                   it is and shall
continue to be trained and experienced in accordance with cGLP and ICH/GCP and
the Laws and shall it provide the Services in a diligent and workmanlike
manner;


 


12.1.4                   the Services
shall be performed with requisite care, skill and diligence, in accordance with
industry standards by individuals who are appropriately trained, experienced
and qualified; and


 


12.1.5                   it is
responsible for the professional quality and technical accuracy of the Services
to be performed hereunder.


 


12.2                           Acorda
represents, warrants and covenants that:


 


12.2.1                  it will perform
all of its obligations under this Agreement and will use the results of all
Services and the Data in accordance with all applicable Laws;


 


12.2.2                  there are no specific safe handling
instructions that are applicable to any materials provided by Acorda, except as
disclosed to Cardinal Health in writing by Acorda in sufficient time for review
and training by Cardinal Health prior to such delivery.


 


12.3                           Each
party represents, warrants and covenants to the other that:


 


12.3.1                  it (i) is duly
organized, validly existing and in good standing under the laws of the state in
which it is organized, (ii) has the power and authority and the legal right to
own and operate its property and assets, and to carry on its business as it is
now being conducted, and (iii) is in compliance with all requirements of
applicable law, except to the extent that any noncompliance would not
materially adversely affect such party’s ability to perform its obligations
under the Agreement;


 


12.3.2                  it (i) has the
power and authority and the legal right to enter into this Agreement and to
perform its obligations hereunder and thereunder and (ii) has taken all
necessary action on its part to authorize the execution and delivery of the
Agreement and the performance of its obligations hereunder.  The Agreement has been duly executed and
delivered on behalf of such party, and constitutes a legal,


 


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valid, binding
obligation, enforceable against such party in accordance with its terms;


 


12.3.3                  all necessary consents, approvals and
authorizations of all agencies and other persons required to be obtained by
such party in connection with the Agreement have been obtained;


 


12.3.4                  the execution and delivery of this
Agreement and the performance of such party’s obligations hereunder (i) do not
conflict with or violate any requirement of applicable laws or regulations or
any material contractual obligation of such party and (ii) do not materially
conflict with, or constitute a material default or require any consent under,
any material contractual obligation of such party.


 


12.4                           THE
LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCUDING ANY WARRANTY OF MERCHANTABILITY,
NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.


 


13.                               Indemnity


 


13.1                           Cardinal
Health shall be liable for and shall indemnify and hold Acorda, its affiliates,
officers, directors, employees, and agents (each, an “Acorda Indemnitee”)
against any loss, claim, proceedings or prosecution (whether such arises under
Statute or Common Law) and including reasonable attorneys fees and other
reasonable costs of defense) (collectively, “Losses”) in connection with any
and all actions, suits, claims or demands that may be brought or instituted
against any Acorda Indemnitee by any third party to the extent based on or arising
out of or resulting from any (a) breach by Cardinal Health of its
representations, warranties and covenants hereunder, or (b) any negligent act
or omission or willful misconduct of Cardinal Health.


 


13.2                           Acorda
shall indemnify, defend and hold harmless Cardinal Health, its affiliates,
officers, directors, employees and agents (each a “Cardinal Health Indemnitee”)
from and against any and all Losses in connection with any and all actions,
suits, claims or demands that may be brought or instituted against any Cardinal
Health Indemnitee by any third party to the extent based on or arising out of
or resulting from (a) any breach by Acorda of its representations, warranties
and covenants hereunder, (b) any negligent act or omission or willful
misconduct of Acorda, or (c) the manufacture, sale, promotion, distribution or
use of any Product which is the subject of the Services.


 


14.                                 Limitations
of Liability.


 


14.1                           NEITHER
PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF PERFORMANCE UNDER THIS AGREEMENT.


 


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14.2                           IN NO
EVENT SHALL MAGELLAN’S LIABILITY FOR ANY LOST, DAMAGED OR DESTROYED PRODUCT
PROVIDED BY ACORDA TO MAGELLAN UNDER THIS AGREEMENT EXCEED $15,000.


 


14.3                           IN THE
EVENT OF A MATERIAL ERROR BY MAGELLAN IN PERORMING ANY SERVICES UNDER THIS
AGREEMENT WHICH RENDERS SUCH SERVICES OR THE RESULTS OF SUCH SERVICES
UNACCEPTABLE EITHER TO ACORDA OR ANY REGULATORY AGENCY, ACORDA’S SOLE REMEDY
SHALL BE TO EITHER (A) REQUEST MAGELLAN TO REPEAT THE SERVICES AT MAGELLAN’S
COST, OR (B) TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 9.1 AND/OR
OBTAIN A REFUND OF ALL AMOUNTS PAID TO MAGELLAN FOR THE DEFECTIVE SERVICES.


 


15.                               Miscellaneous


 


15.1                           Survival.  The obligations of the parties contained in
Sections 2.1, 4, 5, 6, 8, 10, 11 12, 13, 14 and 15, shall survive the
termination of this Agreement.


 


15.2.                        Entire
Agreement; Amendments.  This
Agreement, together with the Exhibits, contains the entire understanding of the
parties with respect to the subject matter herein, and supersedes all previous
agreements (oral and written), negotiations and discussions, other than any
currently effective confidentiality or non-disclosure agreement between the
parties or their affiliates regarding the subject matter herein. The parties
may modify or amend the provisions hereof only by an instrument in writing duly
executed by the parties.


 


15.3                           Remedies.  Cardinal Health acknowledges that Acorda
will have no adequate remedy at law if Cardinal Health violates the terms of
Section 4 hereof.  Accordingly, in
such event, Acorda shall have the right, in addition to any other rights it may
have at law or equity, to obtain in any tribunal of competent jurisdiction
injunctive relief to restrain any breach or threatened breach of this
Agreement.  If, due to reasons within
Cardinal Health’s reasonable control, Cardinal Health’s Services fail to meet
the warranty set forth in Section 12.1, Acorda shall have the right to:
(a) terminate this Agreement in accordance with Section 9; or (b) require
that defective Services be replaced, as the case may be, without charge to
Acorda; or (c) request a refund for the Services in accordance with the terms
of this Agreement.


 


15.4                           Binding
Agreements and Assignment. 
This Agreement shall be binding upon and inure to the benefit of Acorda
and Cardinal Health and their respective successors and permitted assigns.
Cardinal Health may not delegate its obligation to perform the Services under
this Agreement, assign or otherwise transfer this Agreement without the prior
written consent of Acorda.  Acorda may
assign this Agreement to its Affiliates. 
Cardinal Health may not appoint any sub-contractors to provide the
Services under this Agreement unless it has the prior written consent of
Acorda.


 


15.5                           Publicity.  Neither party will make any press
release or other public disclosure regarding


 


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this Agreement or the
transactions contemplated hereby without the other party’s express prior
written consent, except as required under applicable law or by any governmental
agency, in which case the party required to make the press release or public
disclosure shall use commercially reasonable efforts to obtain the approval of
the other party as to the form, nature and extent of the press release or
public disclosure prior to issuing the press release or making the public
disclosure.


 


15.6                           Waiver.  No waiver by either party of any breach of
any provision of this Agreement shall constitute a waiver of any other or
subsequent breach.


 


15.7                           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the laws of New York.


 


IN WITNESS WHEREOF, this Agreement has been
executed by the parties hereto through their duly authorized officers effective
as of the date first set forth above.


 


 


	
  Acorda Therapeutics, Inc.

  	
  Cardinal Health PTS, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


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EXHIBIT A


 


QUOTES SUBJECT TO
THIS AGREEMENT


 


	
  Quote ID

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0009

  	
   

  	
  IRF / NDA and
  Phase III

  Clinical Program

  (Fampridine)

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0012

  	
   

  	
  Method
  Familiarization

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0013

  	
   

  	
  Method Transfer

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0014

  	
   

  	
  Robustness Study

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0015

  	
   

  	
  Hours for
  Additional Data

  in Reports

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0016

  	
   

  	
  Fampridine
  Coloured

  Stability Programme for

  API Supplier I

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0017

  	
   

  	
  Fampridine
  Coloured

  Stability Programme for

  API Supplier II

  
	
   

  	
   

  	
   

  
	
  QTE-ELR-0018

  	
   

  	
  Induction Seal
  Investigation

  



 


The parties recognize
that the Quotes identified in this Exhibit were previously approved and
executed by Cardinal Health and Elan Corporation, plc.  The parties agree that all of the quotes
listed above and all services provided pursuant to such quotes are subject to
the terms and conditions of this Agreement.


 


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Exhibit B


 


CONFIDENTIALITY
AGREEMENT


 





1.4                                 This
Agreement shall become effective upon the date of the last party to sign (the “Effective Date”) and shall expire two (2)
years from such date.  Notwithstanding
expiration or termination of the Agreement the parties shall maintain in
confidence Information obtained from the other under this Agreement for five (5)
years after the Effective Date.


 


2.                                       Each
party agrees to treat Information disclosed to it by the other with the same
degree of care as it does in protecting its own confidential information, and
Information shall be disclosed within the recipient company only on a
need-to-know basis.  For this purpose,
Affiliates, employees, agents and consultants of the recipient company bound by
obligations of secrecy no less strict than those set out herein shall not be
regarded as third parties.  Furthermore,
each party agrees not to undertake any analysis of samples or materials
embodying such Information or permit any third party analysis thereof without
the prior written consent of the other party.


 


3.1.                              The
restrictions and obligations of non-disclosure and non-use shall not apply to
Information which:


 


3.1.1.                     is in the
public domain at the time of disclosure by the disclosing party hereunder or
which later enters the public domain through no fault of the receiving party;
or


 


3.1.2.                     is in the
possession of the receiving party at the time of disclosure; or 


 


3.1.3.                     becomes
available to the receiving party from a third party who is under no obligation
to the disclosing party; or


 


3.1.4.                     is proven by
documentary evidence to have been independently discovered by the receiving
party without the aid, application or use of Information; or


 


3.1.5.                     is required
by law to be disclosed.  In such event,
the receiving party shall notify the disclosing party of the required
disclosure in advance to enable the disclosing party to have an opportunity to
object to such governmental entity or court of law regarding the required
disclosure.  The receiving party shall
use all reasonable efforts to obtain confidential treatment of such Information
required to be disclosed.


 


3.2.                              Information
shall not be deemed to be in the public domain merely because it may be derived
from one or more items publicly known.


 


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4.                                       The
receiving party undertakes that any further confidential information which may
come to the knowledge of the receiving party as a result of any visits,
inclusive of the form, materials and design of the various elements of any
relevant plant and equipment which may be seen at such establishments as well
as the plant as a whole, the methods of operation thereof and the various
applications thereof, shall be kept strictly confidential, and shall be deemed
to be Information which is protected by the terms of this Agreement.


 


5.                                       The
disclosing party may provide the receiving party with samples of products,
technologies or formulations (hereinafter referred to as “Samples”) for the purpose of this
Agreement.  The receiving party
undertakes that it shall not:


 


5.1                                 use
the Samples other than for the purpose of performing the Evaluation;


 


5.2                                 make
any Samples available to any third party;


 


5.3                                 allow
access to the Samples by any of its employees except those who are directly
involved in the discussions;


 


5.4                                 make
any commercial use of the Samples or any composition made using the Samples;
and


 


5.5                                 analyse
or otherwise attempt to determine the composition, construction or formulation
of the Samples.


 


Upon request, the receiving party shall return all
Samples to the disclosing party.


 


6.                                       All
written, printed, or other tangible documents, materials and Information
submitted by one party to the other hereunder, and all copies thereof, shall be
returned to the disclosing party upon request except that the receiving party
may retain one (1) copy of Information (with the exception of any samples)
solely for ensuring compliance with the terms contained therein.


 


7.                                       None
of the parties makes any representation or warranty as to the accuracy or
completeness of Information or as to any sample, material, item, or document
embodying Information.


 


8.                                       This
Agreement constitutes the entire agreement and understanding between the
parties hereto relating to the subject matter hereof.  No modification, amendment, or waiver of any provision of this
Agreement shall be valid unless in writing and signed by a duly authorised
officer or representative of each of the parties hereto.


 


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9.                                       Each
party shall be an independent contractor in its performance of this Agreement
and shall not be deemed, expressly or by implication, to be an agent, employee,
representative, or servant of the other party for any purpose whatsoever.  Neither party shall have the power to
control the manner in which the other party performs its obligations under this
Agreement but shall look to it only for the results achieved.


 


10.                                 Nothing
in this Agreement shall be understood as granting, expressly or by implication,
any rights to either party under the patents, technical information,
proprietary information or know-how of the other except to the extent expressly
set forth herein, or as giving rise to any obligation on the part of the
parties hereto to supply or purchase any materials, compositions, or
products.  Termination of this Agreement
for any reason shall not relieve either party of the obligations set forth in
this Agreement.


 


11.                                 None
of the parties shall disclose the existence of this Agreement, the subject
matter hereof, or the fact that discussions are taking place, nor originate any
publicity, news release or other public announcement, written or oral, in
relation thereto, without the prior written consent of the other party.


 


12.                                 This
Agreement shall be governed by the laws of New York and both parties submit to
the exclusive jurisdiction of the New York courts.


 


AGREED TO AND ACCEPTED:


 


	
  ELAN
  CORPORATION, PLC

  	
  CARDINAL
  HEALTH PTS, INC.

  
	
   

  	
   

  
	
  BY:

  	
  /s/
  LIAM DANIEL

  	
   

  	
  BY:

  	
  /s/  Bruce W. Boucher

  
	
   

  	
   

  
	
  NAME:

  	
  LIAM
  DANIEL

  	
   

  	
  NAME:

  	
  Bruce
  W. Boucher

  
	
   

  	
   

  
	
  TITLE:

  	
  COMPANY
  SECRETARY

  	
   

  	
  TITLE:

  	
  Sr.
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
  DATE:

  	
  November 22,
  2002.

  	
   

  	
  DATE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACORDA
  THERAPEUTICS, INC

  	
   

  
	
   

  	
   

  
	
  BY:

  	
  /s/ Mitchell Katz

  	
   

  	
   

  
	
   

  	
   

  
	
  NAME:

  	
  Mitchell
  Katz

  	
   

  	
   

  
	
   

  	
   

  
	
  TITLE:

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
   

  
	
  DATE:

  	
  11\26\02

  	
   

  	
   

  



 





 


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