Exhibit 4.4


 


NEITHER THIS WARRANT NOR THE
SECURITIES 1SSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. NO SALE OR DISPOSITION MAY BE
EFFECTED EXCEPT IN COMPLIANCE WITH RULE 144 UNDER SAID ACT OR WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR
THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE ACT OR RECEIPT OF A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE
COMMISSION.


 


WARRANT


 


January 28, 2005


 


THIS CERTIFIES THAT, for value
received, General Electric Capital Corporation
(“Holder”) is entitled to
subscribe for and purchase at the Warrant Price (as hereinafter defined) the
number of Warrant Shares (as hereinafter defined) of Acorda Therapeutics, Inc.,
a Delaware
corporation (the “Company”), equal to Three Hundred Thousand and 00/100
Dollars ($300,000) divided by the Warrant Price, subject to the provisions and
upon the terms and conditions hereinafter set forth. As used herein, the term “Warrant Shares” shall mean (i) to the extent the Company
has consummated a Qualifying Equity Round (as defined below), but has not consummated
its IPO (as defined below), on or before February 28, 2006, shares of the
series of the Company’s Preferred Stock, $.001 par value (the “Preferred Stock”) issued and sold in the Qualifying Equity Round; (ii) to
the extent the Company has consummated its IPO (as defined below) on or before February 28,
2006, shares of Common Stock (as hereinafter defined); and (iii) to the
extent the Company has not consummated either a Qualifying Equity Round or an
IPO on or before February 28, 2006, or if prior to February 28, 2006, neither a Qualifying Equity Round
nor an IPO has been consummated but the Company consummates an Acquisition
Event (as defined in Section 7(a) below), shares of Series K
Preferred Stock of the Company (the “Series K Preferred”). “Warrant Shares Determination Date”  shall
mean the date on which the type of Warrant Shares to be delivered upon exercise
of this Warrant, under clause (i), (ii) or (iii) of the preceding sentence,
shall have been determined. “Qualifying
Equity Round” shall
mean an equity financing of greater than $5,000,000, primarily from
institutional venture investors, but shall not include the Company’s IPO.  “IPO” shall
mean the issuance and sale of shares of the Company’s Common Stock pursuant to
a registration statement filed under the Securities Act of 1933, as amended.  “Common
Stock” shall mean
(except where the context otherwise indicates) the Common Stock of the Company,
par value $.001 per share, as constituted on the date hereof, and any capital
stock into which such Common Stock may thereafter be changed, and shall also include
(i) capital stock of the Company of any other class (regardless of how
denominated) that is not preferred as to dividends or liquidation over any
other class of stock of the Company and that is not subject to redemption and (ii) shares
of common stock of any successor or acquiring corporation (as described in Section 7(a))
received by or distributed to the holders of Common Stock of the Company in the
circumstances contemplated by Section 7(a) hereof.


 





















 


1.             Warrant Price. 
The “Warrant Price” shall be (a) in the case of Warrant Shares issued
pursuant to clause (i) above, the price per share of the Preferred Stock
issued in the Qualifying Equity Round; (b) in the case of Warrant Shares
issued pursuant to clause (ii) above, the lower of (A) the per share
price of the Common Stock sold in the IPO and (B) $7.50 per share; and (c) in
the case of Warrant Shares issued pursuant to clause (iii) above, $7.50
per share; provided, that the Warrant Price determined in accordance with this Section 1
shall be subject to adjustment as provided in Section 7 below.


 


2.             Conditions to Exercise.  The purchase right represented by this
Warrant may be exercised at any time, or from time to time, in whole or in part
during the term commencing on the Warrant Shares Determination Date and ending
at 5:00 P.M.  (New York City time)
on the tenth anniversary of the date of this Warrant.


 


3.             Method
of Exercise; Payment; Issuance of Shares; Issuance of New Warrant.


 


(a)           Cash Exercise. 
Subject to Section 2 hereof, the purchase right represented by this
Warrant may be exercised by the Holder hereof, in whole or in part, by the
surrender of this Warrant (with a duly executed Notice of Exercise in the form
attached hereto) at the principal office of the Company (as set forth in Section 18
below) and by payment to the Company, by check, of an amount equal to the then
applicable Warrant Price per share multiplied by the number of Warrant Shares
then being purchased.  In the event of
any exercise of the rights represented by this Warrant, certificates for the
Warrant Shares so purchased shall be in the name of, and delivered to, the
Holder hereof, or as such Holder may direct (subject to the terms of transfer
contained herein and upon payment by such Holder hereof of any applicable
transfer taxes).  Such delivery shall be
made within 30 days after exercise of the Warrant and at the Company’s expense
and, unless this Warrant has been fully exercised or expired, a new Warrant
having terms and conditions substantially identical to this Warrant and
representing the portion of the Warrant Shares, if any, with respect to which
this Warrant shall not have been exercised, shall also be issued to the Holder
hereof within 30 days after exercise of the Warrant.


 


(b)           Net Issue Exercise. 
Holder may also elect to receive shares equal to the value of this
Warrant (or of any portion thereof remaining unexercised) by surrender of this
Warrant at the principal office of the Company together with notice of such
election, in which event the Company shall issue to Holder the number of
Warrant Shares computed using the following formula:


 


	
   

  	
  X  =

  	
  Y(A-B)

  	
   

  
	
   

  	
   

  	
  A

  	
   

  
	
   

  	
  Where
  X = the number of Warrant Shares to be issued to Holder.

  
	
   

  	
  Y
  = the number of Warrant Shares purchasable under this Warrant (at the date of
  such calculation).

  
	
   

  	
  A
  = the Fair Market Value of one Warrant Share (at the date of such
  calculation).

  
	
   

  	
  B
  = Warrant Price (at the date of such calculation).

  



 


(c)           Fair Market Value. 
For purposes of this Section 3, Fair Market Value of a Warrant
Share shall mean:


 


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(i)            In the event that the Company’s
Common Stock is listed on the Nasdaq National Market or on any other exchange,
the last reported sales price on such exchange, as published in The Wall
Street Journal, for the ten (10) trading days prior to the date of determination
of Fair Market Value or, if the Common Stock has been subject to trading on the
Nasdaq National Market or such other exchange for less than ten (10) days,
at the price at which a share of Common Stock was sold in the IPO; or


 


(ii)           In the event of an exercise in
connection with a merger, acquisition or other consolidation in which the
Company is not the surviving entity, the per share Fair Market Value of a
Warrant Share shall be the value to be received per Warrant Share by all holders
of the class and series of capital stock represented by the Warrant Shares in
such transaction as determined in good faith by the Board of Directors; or


 


(iii)          In any other instance, the per share
Fair Market Value for the Warrant Shares shall be as determined in good faith
by the Company’s Board of Directors.


 


In
the event of 3(c)(ii) or 3(c)(iii), above, the Company’s Board of
Directors shall prepare a certificate, to be signed by an authorized officer of
the Company, setting forth in reasonable detail the basis for and method of
determination of the per share Fair Market Value of the Warrant Shares.  The Board will also certify to the Holder
that this per share Fair Market Value will be applicable to all holders of the
class and series of capital stock of the Company represented by the Warrant
Shares.  Such certification must be made
to Holder at least twenty (20) days prior to the proposed effective date of the
merger, consolidation, sale, or other triggering event as defined in 3(c)(ii) or
3(c)(iii).


 


(d)           Automatic Exercise. 
To the extent this Warrant is not previously exercised, it shall be automatically
exercised in accordance with Sections 3(b) and 3(c) hereof (even if
not surrendered) immediately before its expiration, involuntary termination or
cancellation.


 


4.             Representations and Warranties of Holder and the
Company


 


(a)           Representations and Warranties by Holder. The Holder
represents and warrants to the Company with respect to this purchase as
follows:


 


(i)            The Holder has substantial
experience in evaluating and investing in private placement transactions of
securities of companies similar to the Company so that the Holder is capable of
evaluating the merits and risks of its investment in the Company and has the
capacity to protect its interests.


 


(ii)           Except for transfers to a Holder
affiliate, the Holder is acquiring the Warrant and the Warrant Shares issuable
upon exercise of the Warrant (collectively the “Securities”) for investment for
its own account and not with a view to, or for resale in connection with, any
distribution thereof.  The Holder
understands that the Securities have not been registered under the Securities
Act of 1933, as amended (the “Act”) by reason of a specific exemption from the
registration provisions of the Act which depends upon, among other things, the
bona fide nature of the investment intent as expressed herein.


 


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(iii)          The Holder acknowledges that the
Securities must be held indefinitely unless subsequently registered under the
Act or an exemption from such registration is available.  The Holder is aware of the provisions of Rule 144
promulgated under the Act.


 


(iv)          The Holder is an “accredited investor”
within the meaning of Regulation D promulgated under the Act.


 


(v)           The Holder has had an opportunity to
discuss the Company’s business, management and financial affairs with its
management and an opportunity to review the Company’s facilities.  The Holder understands that such discussions,
as well as the written information issued by the Company, were intended to
describe the aspects of the Company’s business and prospects which the Company
believes to be material but were not necessarily a thorough or exhaustive
description.


 


(b)           The Company hereby represents and warrants to Holder that
the statements in the following paragraphs of this Section 4(b) are
true and correct (a) as of the date hereof and (b) except where any
such representation and warranty relates specifically to an earlier date, as of
the date of any exercise of this Warrant.


 


(i)            Corporate
Organization and Authority.  Company (a) is
a corporation duly organized, validly existing, and in good standing in its
jurisdiction of incorporation; (b) has the corporate power and authority
to own and operate its properties and to carry on its business as now conducted
and as proposed to be conducted; and (c) is qualified as a foreign
corporation in all jurisdictions where failure to so qualify would have a
material adverse affect on the business, operations or financial condition of
the Company.


 


(ii)           Corporate
Power.  Company has all requisite
legal and corporate power and authority to execute, issue and deliver the
Warrant, to issue the Warrant Shares and any shares of capital stock issuable
upon conversion of the Warrant Shares, and to carry out and perform its
obligations under the Warrant and any related agreements.


 


(iii)          Authorization;
Enforceability.  All corporate action
on the part of Company, its officers, directors and shareholders necessary for
the authorization, execution, delivery and performance of its obligations under
this Warrant and for the authorization, issuance and delivery of the Warrant
and the Warrant Shares issuable upon exercise of the Warrant has been taken and
this Warrant constitutes the legally binding and valid obligation of Company enforceable
in accordance with its terms.


 


(iv)          Valid
Issuance of Warrant and Preferred Stock  The Warrant has been validly issued and is
free of restrictions on transfer other than restrictions on transfer set forth herein
and under applicable state and federal securities laws.  The Warrant Shares issuable upon conversion
of this Warrant, and the shares of capital stock, if any, issuable upon
conversion of Warrant Shares, when issued, sold and delivered in accordance
with the terms of this Warrant or the Warrant Shares, as the case may be, for
the consideration expressed herein, will be duly and validly issued, fully paid
and nonassessable, and will be free of restrictions on transfer other than restrictions
on transfer under this Warrant and under applicable state and federal
securities laws.


 


- 4 -





















 


Subject to applicable
restrictions on transfer, the issuance and delivery of the Warrant and the Warrant
Shares issuable upon conversion of the Warrant are not subject to any
preemptive or other similar rights or any liens or encumbrances, except as
specifically set forth in Company’s Certificate of Incorporation or this
Warrant.


 


(v)           No
Conflict with Other Instruments.  The
execution, delivery, and performance of this Warrant will not result in any
violation of, be in conflict with, or constitute a default under, with or
without the passage of time or the giving of notice (a) any provision of Company’s
Certificate of Incorporation or by-laws; (b) any provision of any
judgment, decree, or order to which Company is a party or by which it is bound;
(c) any contract, obligation or commitment to which Company is a party or
by which it is bound; or (d) any statute, rule, or governmental regulation
applicable to Company.


 


(vi)          Capitalization.  As of the date hereof, the authorized capital
stock of Company consists of 260,000,000 shares of Common Stock, of which
256,842 are issued and outstanding, and 141,754,865 shares of Preferred Stock,
of which (A) 1,646,068 have been designated Series A Preferred Stock and
1,306,068 are outstanding, (B) 2,250,000 have been designated Series B
Preferred Stock, and 900,000 are outstanding, (C) 333,333 have been designated
Series C Preferred Stock, all of which are outstanding, (D) 400,000
have been designated Series D Preferred Stock, none of which are
outstanding, (E) 1,844,289 have been designated Series E-l Preferred
Stock, all of which are outstanding, (F) 5,628,323 have been designated Series E-2
Preferred Stock, all of which are outstanding, (G) 2,300,000 have been designated
Series F Preferred Stock, all of which are outstanding, (H) 1,250,000
have been designated Series G Preferred Stock, none of which are
outstanding, (I) 1,575,229 have been designated Series H Preferred Stock,
all of which are outstanding, (J) 10,204,047 have been designated Series I
Preferred Stock, all of which are outstanding, (K) 112,790,246 have been designated
Series J Preferred Stock, all of which are outstanding, and (L) 1,533,330
have been designated Series K Preferred Stock and 1,533,327 are
outstanding.  The Company has currently reserved
40,000 shares of Common Stock for issuance upon exercise of this Warrant, in
the event that this Warrant is exercised for Common Stock.


 


(vii)         Governmental
Consents.  No consent, approval,
order or authorization of, or registration, qualification, designation,
declaration or filing with, any federal, state or local governmental authority
on the part of Company is required in connection with the offer, sale or issuance
of the Warrant (and the Warrant Shares issuable upon exercise of the Warrant),
or the consummation of any other transaction contemplated hereby.  The offer, sale and issuance of the Warrant
and the shares of Warrant Shares in conformity with the terms of this Warrant
are exempt from the registration requirements of the Act and any applicable
state laws.


 


5              Legends.


 


(a)           Each certificate representing the Securities shall be
endorsed with the following legend;


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE TRANSFERRED UNLESS COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID
ACT, A “NO ACTION” LETTER FROM THE SECURITIES AND 


 


- 5 -





















 


EXCHANGE COMMISSION WITH RESPECT TO SUCH TRANSFER, A TRANSFER
MEETING THE REQUIREMENTS OF RULE 144 OF THE SECURITIES AND EXCHANGE COMMISSION,
OR (IF REASONABLY REQUIRED BY THE COMPANY) AN OPINION OF COUNSEL SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY SUCH TRANSFER IS EXEMPT FROM SUCH
REGISTRATION.


 


The
Company need not enter into its stock records a transfer of Securities unless
the conditions specified in the foregoing legend are satisfied. The Company may
also instruct its transfer agent not to allow the transfer of any of the Shares
unless the conditions specified in the foregoing legend are satisfied.


 


(b)           Removal of Legend and Transfer
Restrictions.  The legend relating to
the Act endorsed on a certificate pursuant to paragraph 5(a) of this Warrant
shall be removed and the Company shall issue a certificate without such legend
to the Holder of the Securities if (i) the Securities are registered under the
Act and a prospectus meeting the requirements of Section 10 of the Act is available
or (ii) the Holder provides to the Company an opinion of counsel for the Holder
reasonably satisfactory to the Company, a no-action letter or interpretive
opinion of the staff of the SEC reasonably satisfactory to the Company, or
other evidence reasonably satisfactory to the Company, to the effect that
public sale, transfer or assignment of the Securities may be made without
registration and without compliance with any restriction such as Rule 144.


 


6.             Condition of Transfer
or Exercise of Warrant.  It shall be a
condition to any transfer or exercise of this Warrant that at the time of such
transfer or exercise, the Holder shall provide the Company with a
representation in writing that the Holder or transferee is acquiring this
Warrant and the Warrant Shares to be issued upon exercise for investment
purposes only and not with a view to any sale or distribution, or will provide
the Company with a statement of pertinent facts covering any proposed
distribution. As a further condition to any transfer of this Warrant or any or
all of the Warrant Shares issuable upon exercise of this Warrant, other than a
transfer registered under the Act, the Company may request a legal opinion, in
form and substance satisfactory to the Company and its counsel, reciting the
pertinent circumstances surrounding the proposed transfer and stating that such
transfer is exempt from the registration and prospectus delivery requirements
of the Act. The Company shall not require Holder to provide an opinion of
counsel if the transfer is to an affiliate of Holder. Each certificate
evidencing the Warrant Shares issued upon exercise of the Warrant or upon any
transfer of such Warrant Shares (other than a transfer registered under the Act
or any subsequent transfer of shares so registered) shall, at the Company’s
option, if the Warrant Shares are not freely saleable under Rule 144(k) under the
Act, contain a legend in form and substance satisfactory to the Company and its
counsel, restricting the transfer of the shares to sales or other dispositions
exempt from the requirements of the Act. As further condition to each transfer,
at the request of the Company, the Holder shall surrender this Warrant to the
Company and the transferee shall receive and accept a Warrant, of like tenor
and date, executed by the Company.


 


7.             Adjustment for
Certain Events. The number and kind of securities purchasable upon the exercise of
this Warrant and the applicable Warrant Price shall be subject to adjustment
from time to time upon the occurrence of any of the following events, provided
that such event occurs after the Warrant Shares Determination Date:


 


- 6 -





















 


(a)           Reclassification or
Merger.
In case of any (i) reclassification or change of securities of the class
issuable upon exercise of this Warrant (other than a change in par value, or
from par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), or (ii) merger of the Company with or
into another corporation (other than a merger with another corporation in which
the Company is the acquiring and the surviving corporation and which does not
result in any reclassification or change of outstanding securities issuable
upon exercise of this Warrant) or sale of all or substantially all of the
assets of the Company (the transactions referred to in this clause (i) ar
referred to as an “Acquisition
Event”), the
Company, or such successor or purchasing corporation, as the case may be, shall
duly execute and deliver to the Holder a new Warrant (in form and substance
satisfactory to the Holder of this Warrant), or the Company shall make
appropriate provision without the issuance of a new Warrant, so that the Holder
shall have the right to receive, at a total purchase price not to exceed that
payable upon the exercise of the unexercised portion of this Warrant, and in
lieu of the Warrant Shares theretofore issuable upon exercise of this Warrant,
the kind and amount of shares of stock, other securities, money and property
receivable upon such reclassification, change, merger or sale by a Holder of
the number of Warrant Shares then purchasable under this Warrant, or in the
case of such a merger or sale in which the consideration paid consists all or
in part of assets other than securities of the successor or purchasing
corporation, at the option of the Holder, the securities of the successor or
purchasing corporation having a value at the time of the transaction equivalent
to the value of the Warrant Shares purchasable upon exercise of this Warrant at
the time of the transaction. Any new Warrant shall provide for adjustments that
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 7. The provisions of this subparagraph (a) shall similarly
apply to successive reclassifications, changes, mergers and transfers.


 


(b)           Subdivision or
Combination of Shares.   If the
Company, at any time while this Warrant remains outstanding and unexpired,
shall subdivide or combine the outstanding shares of any class or series of
capital stock that is the same as the class and series represented by the Warrant
Shares, the Warrant Price shall be proportionately decreased and the number of
Warrant Shares issuable hereunder shall be proportionately increased in the
case of a subdivision and the Warrant Price shall be proportionately increased
and the number of Warrant Shares issuable hereunder shall be proportionately
decreased in the case of a combination.


 


(c)            Stock Dividends and
Other Distributions.   If the
Company at any time while this Warrant is outstanding and unexpired shall (i)
pay a dividend on shares of its capital stock of the same class and series as
the Warrant Shares, payable in the same class and series of capital stock, then
the Warrant Price shall be adjusted, from and after the date of determination
of shareholders entitled to receive such dividend or distribution, to that
price determined by multiplying the Warrant Price in effect immediately prior
to such date of determination by a fraction (A) the numerator of which shall be
the total number of shares of such class and series of capital stock outstanding
immediately prior to such dividend or distribution, and (B) the denominator of
which shall be the total number of shares of such class and series outstanding
immediately after such dividend or distribution; or (ii) make any other
distribution with respect to such class and series of capital stock (except any
distribution specifically provided for in Sections 7(a) and 7(b)), then, in
each such case, provision shall be made by the Company such that the Holder of
this Warrant shall receive upon exercise of this Warrant a proportionate share
of any such dividend or


 


- 7 -





















 


distribution
as though it were the Holder of such class and series of capital stock as of
the record date fixed for the determination of the shareholders of the Company
entitled to receive such dividend or distribution.


 


(d)            Adjustment
of Number of Shares. Upon each adjustment in the Warrant Price, the number
of Warrant Shares purchasable hereunder shall be adjusted, to the nearest whole
share, to the product obtained by multiplying the number of Warrant Shares
purchasable immediately prior to such adjustment in the Warrant Price by a
fraction, the numerator of which shall be the Warrant Price immediately prior
to such adjustment and the denominator of which shall be the Warrant Price
immediately thereafter.


 


8.             Notice of
Adjustments. Whenever any Warrant Price or the kind or number of securities issuable
under this Warrant shall be adjusted pursuant to Section 7 hereof, the Company
shall prepare a certificate signed by an officer of the Company setting forth,
in reasonable detail, the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated, and the Warrant
Price and number or kind of shares issuable upon exercise of the Warrant after
giving effect to such adjustment, and shall cause copies of such certificate to
be mailed (by certified or registered mail, return receipt required, postage
prepaid) within thirty (30) days of such adjustment to the Holder of this
Warrant as set forth in Section 18 hereof.


 


9.             Transferability of
Warrant. This Warrant shall not be transferable by the Holder, unless to an affiliate
of Holder, without the prior written consent of the Company, except in connection
with a merger or consolidation of the Company with or into another entity, or a
sale of all or substantially all of the assets of the Holder to another entity,
or a liquidation of the Holder. Any transfer permitted by this Section 9 shall
be made on the books of the Company at its principal office by the registered
Holder hereof upon surrender of this Warrant properly endorsed, subject to
compliance with Section 6 and
applicable federal and state securities laws. In the event of a permitted
transfer, the Company shall issue and deliver to the transferee a new Warrant representing
the Warrant so transferred.    Upon any
partial transfer that is permitted, the Company will issue and deliver to
Holder a new Warrant with respect to the Warrant not so transferred. In no
event shall Holder have any right to transfer any portion of this Warrant to
any direct competitor of the Company.


 


10.           Registration Rights. The Company hereby
agrees that the Holder shall have the right, and hereby grants to the Holder the
right, (a) to include the Warrant Shares (or, if the Warrant Shares are not
Common Stock, the shares of Common Stock issuable upon conversion of the
Warrant Shares) in any registration by the Company of its Common Stock pursuant
to Section 6 of the Sixth Amended and Restated Registration Rights Agreement,
dated as of March 3, 2004 among the Company and the Holders (as defined in such
agreement) (the “RRA”), a copy of which is attached to this Warrant as Exhibit
A, including the right to have the Registration Expenses (as defined in the
RRA) paid under Section 8 of the RRA with respect to any registration under Section
6 of the RRA, and (b) to have such shares treated as “Registrable Securities”
thereunder; provided, however, that (x) the Holder shall not have the right to
include any shares in the Company’s IPO; (y) in the event that the number of
shares to be included in a registration under Section 6 of the RRA is limited
in accordance with Section 6(b) of the RRA, the Holder’s Registrable Securities
will be subject to exclusion on a pro rata basis with any “Registrable


 


- 8 -





















 


Securities”
as defined in the RRA; and (z) as a condition to any rights set forth in this
Section 10 of this Warrant, the Holder agrees to, and shall, be bound by the
terms of Sections 10 and 14 of the
RRA.


 


11.           No Fractional Shares. No fractional share
of Preferred Stock or Common Stock will be issued in connection with any
exercise hereunder, but in lieu of such fractional share the Company shall make
a cash payment therefor upon the basis of the Warrant Price then in effect.


 


12.           Charges, Taxes and
Expenses. Issuance of certificates for Warrant Shares upon the exercise of this
Warrant shall be made without charge to the Holder for any United States or
state of the United States documentary stamp tax or other incidental expense
with respect to the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the Holder.


 


13.           No Shareholder Rights
Until Exercise. This Warrant does not entitle the Holder hereof to any voting rights
or other rights as a shareholder of the Company prior to the exercise hereof.


 


14.           Registry of Warrant. The Company shall
maintain a registry showing the name and address of the registered Holder of
this Warrant.  This Warrant may be
surrendered for exchange or exercise, in accordance with its terms, at such
office or agency of the Company, and the Company and Holder shall be entitled
to rely in all respects, prior to written notice to the contrary, upon such
registry.


 


15.           Loss, Theft, Destruction or Mutilation of
Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant, and, in the case
of loss, theft, or destruction, of indemnity reasonably satisfactory to it,
and, if mutilated, upon surrender and cancellation of this Warrant, the Company
will execute and deliver a new Warrant, having terms and conditions
substantially identical to this Warrant, in lieu hereof.


 


16.           Miscellaneous.


 


(a)           Issue
Date.  The provisions of this Warrant
shall be construed and shall be given effect in all respect as if it had been
issued and delivered by the Company on the date hereof.


 


(b)           Successors.  This Warrant shall be binding upon any
successors or assigns of the Company.


 


(c)           Governing Law.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Delaware.


 


(d)           Headings.  The headings used in this Warrant are used for
convenience only and are not to be considered in construing or interpreting
this Warrant.


 


(e)           Saturdays, Sundays,
Holidays.  If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or a


 


- 9 -





















 


Sunday or shall be a legal holiday in the State of
Connecticut, then such action may be taken or such right may be exercised on
the next succeeding day not a legal holiday.


 


(f)            Waiver
of Jury Trial.  Each of the parties
hereto hereby waives to the fullest extent permitted by applicable law, any
right it may have to a trial by jury in respect of any litigation directly or
indirectly arising out of, under or in connection with this Warrant or the
Warrant Shares.


 


(g)           Attorney’s
Fees.  In the event of any dispute
between the parties concerning the terms and provisions of this Warrant, the
party prevailing in such dispute shall be entitled to collect from the other
party all costs incurred in such dispute, including reasonable attorney’s fees.


 


17.           No Impairment. The Company will
not, by amendment of its Certificate of Incorporation or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder hereof against
impairment.


 


18.           Addresses.  Any notice required or permitted hereunder
shall be in writing and shall be mailed by overnight courier, registered or
certified mail, return receipt required, and postage prepaid, or otherwise
delivered by hand or by messenger, addressed as set forth below, or at such other
address as the Company or the Holder hereof shall have furnished to the other
party.


 


	
   

  	
  If
  to the Company:

  	
   

  	
  Acorda
  Therapeutics, Inc.

  
	
   

  	
   

  	
   

  	
  15
  Skyline Drive 

  Hawthorne, NY 10532 

  Attn: Mr. David Lawrence

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  to the Holder:

  	
   

  	
  General
  Electric Capital Corporation

  
	
   

  	
   

  	
   

  	
  83
  Wooster Heights Road

  Danbury, CT  06810 

  
	
   

  	
  Attn:

  	
   

  	
  Credit
  Manager-Life Science Finance

  



 


IN WITNESS WHEREOF, Acorda
Therapeutics, Inc. has caused this Warrant to be executed by its
officers thereunto duly authorized.


	
   

  	
   

  	
   

  	
   

  
	
  Dated as of Nov 17, 2005.

  	
  By:

  	
  /s/ David Lawrence

  	
   

  
	
   

  	
  Name:

  	
  David Lawrence

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
							



 


- 10 -





















 


NOTICE OF EXERCISE


to:


 


1.                                       The undersigned
Warrantholder (“Holder”) elects to acquire ______________ shares of the ______________
Stock (the “Stock”) of Acorda Therapeutics, Inc. (the “Company”), pursuant to
the terms of the Stock Purchase Warrant dated January 28, 2005 (the “Warrant”).


 


2.             The
Holder exercises its rights under the Warrant as set forth below:


 


	
  (        )

  	
   

  	
  The
  Holder elects to purchase ____________ shares of ____________ Stock as provided
  in Section 3(a) and tenders herewith a check in the amount of $____________
  as payment of the purchase price.

  
	
   

  	
   

  
	
  (        )

  	
   

  	
  The
  Holder elects to convert the purchase rights into shares of ____________ Stock
  as provided in Section 3(b) of the Warrant.

  
	
   

  	
   

  



 


3.             The Holder surrenders
the Warrant with this Notice of Exercise.


 


The
Holder represents that it is acquiring the aforesaid Warrant Shares (as defined
in the Warrant) for investment and not with a view to or for resale in
connection with distribution and that the Holder has no present intention of
distributing or reselling the shares.


 


Please
issue a certificate representing the Warrant Shares exercised in the name of
the Holder or in such other name as is specified below:


 


Name: 


Address:


 


 


Taxpayer I.D.:


 


	
   

  	
   

  	
   

  
	
   

  	
  (Holder)

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
					



 


 


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