Exhibit 4.3


 


THESE SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


THE SALE OF THESE
SECURITIES HAS NOT BEEN QUALIFIED WITH ANY STATE SECURITIES AUTHORITIES. THE
RIGHTS OF ALL PARTIES TO THIS WARRANT ARE EXPRESSLY CONDITIONED UPON SUCH
QUALIFICATION BEING OBTAINED UNLESS THE SALE IS SO EXEMPT.


 


THIS WARRANT MAY NOT
BE EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE
SECURITIES LAWS TO THE REASONABLE SATISFACTION OF THE COMPANY AND LEGAL COUNSEL
FOR THE COMPANY.


 


STOCK WARRANT
AGREEMENT


 


To Purchase 40,000
Shares of the Common Stock of


 


ACORDA
THERAPEUTICS, INC.


 


Dated effective as
of May 1, 1996


 


1.             GRANT OF THE RIGHT TO PURCHASE COMMON
STOCK.


 


For value
received, Acorda Therapeutics, Inc., a Delaware corporation (the “Company”),
hereby grants, jointly and not severally, to Mark D. Noble and Margot Mayer
(collectively, the “Warrantholder”), and the Warrantholder is entitled, upon
the terms and subject to the conditions hereinafter set forth, to subscribe for
and purchase from the Company up to 40,000 fully paid and non-assessable shares
of the Company’s Common Stock (“Common Stock”). This Warrant Agreement is
entered between the parties and the rights to purchase Common Stock are granted
pursuant to Section 3.1 of the License Agreement effective of even date
herewith between the Company and the Warrantholder (the “License Agreement”).
The purchase rights set forth in this Warrant Agreement shall only become
exercisable upon the grant of regulatory clearance for marketing by any United
States federal agency of any Licensed Product (as defined in the License
Agreement). The grant date of such clearance is referred to herein as the “Clearance
Date”. The exercise price (“Exercise Price”) shall be equal to $0.10 per share.
The number and purchase price of such shares are subject to adjustment as
provided in Section 8 hereof.


 


2.             TERM OF
THE WARRANT AGREEMENT.


 


Except as
otherwise provided for herein, the term of this Warrant Agreement and the right
to purchase Common Stock as granted herein shall commence on the Clearance Date
and shall expire upon the first to occur of (i) the expiration of the
License Agreement in accordance with its terms, or (ii) the expiration of ten
(10) years from the Clearance Date.


 





















 


3.             EXERCISE
OF THE PURCHASE RIGHTS.


 


Subject to Section 1
above, the purchase rights set forth in this Warrant Agreement are exercisable
by the Warrantholder, in whole or in part, at any time or from time to time
after the Clearance Date, prior to the expiration of the term set forth in Section 2
above, by tendering to the Company at its principal office a notice of exercise
in the form attached hereto as Exhibit I (the “Notice of Exercise”), duly
completed and executed. Upon receipt of the Notice of Exercise and the payment
of the purchase price in accordance with the terms set forth below, the Company
shall issue to the Warrantholder a certificate for the number of shares of
Common Stock purchased and shall execute the Notice of Exercise indicating the
number of shares which remain subject to future purchases, if any.


 


The Warrantholder may either (i) exercise
all or any portion of the outstanding warrants by paying to the Company, by
cash or check, an amount equal to the aggregate Exercise Price of the shares
being purchased or (ii) receive shares equal to the value (as determined
below) of this Warrant by surrender of the Warrant at the principal office of
the Company together with notice of such election in which event the Company
shall issue to the Warrantholder a number of shares of Common Stock computed
using the following formula:


 


	
  X =

  	
  Y(A-B)

  	
   

  
	
   

  	
  A

  	
   

  



 


	
  Where;

  	
  X = The number of
  shares of Common to be issued to the Warrantholder.

  
	
   

  	
   

  
	
   

  	
  Y = The number of
  shares of Common to be exercised under this Warrant.

  
	
   

  	
   

  
	
   

  	
  A = The fair market
  value of one share of Common.

  
	
   

  	
   

  
	
   

  	
  B = The Exercise Price.

  



 


As used herein,
current fair market value of Common Stock shall mean with respect to each share
of Common Stock the average of the closing prices of the Company’s Common Stock
sold on all securities exchanges on which the Common Stock may at the time be
listed, or, if there have been no sales on any such exchange on any day, the
average of the highest bid and lowest asked prices on all such exchanges at the
end of such day, or, if on any day the Common Stock is not so listed, the
average of the representative bid and asked prices quoted in the NASDAQ System
as of 4:00 p.m., New York City time, or, of on any day the Common Stock is
not quoted in the NASDAQ System, the average of the highest bid and lowest
asked price on such day in the domestic over-the-counter market as reported by
the National Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of ten days consisting
of the day as of which the current fair market value of Common Stock is being
determined and the nine consecutive business days prior to such day. If at any
time the Common Stock is not listed on any securities exchange or quoted in the
NASDAQ System or the over-the-counter market, the current fair market value of
Common Stock shall be the highest price per share which the Company could
obtain from a willing buyer (not a current employee or director) for shares of
Common Stock sold by the Company, from authorized but unissued shares, as
determined in


 


2





















 


good faith by the
Board of Directors of the Company, unless (i) the Company shall become
subject to a merger, acquisition, or other consolidation pursuant to which the
Company is not the surviving party, in which case the current fair market value
of the Common Stock shall be deemed to be the value received by the holders of
the Company’s stock for each share of stock pursuant to the Company’s
acquisition or (ii) the Warrantholder shall purchase such shares in
conjunction with the initial underwritten public offering of the Company’s
Common Stock pursuant to a registration statement filed under the Securities
Act, in which case, the fair market value of the shares of stock subject to
this Warrant shall be the price at which all registered shares are sold to the
public in such offering.


 


4.             RESERVATION OF
SHARES.


 


During the term of
this Warrant Agreement, the Company will at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for the
exercise of the rights to purchase Common Stock as provided for herein.


 


5.             NO FRACTIONAL SHARES OR SCRIP.


 


No fractional
share or scrip representing fractional shares shall be issued upon the exercise
of the Warrantholder’s right to purchase Common Stock, but in lieu of such
fractional shares the Company shall make a cash payment therefor upon the basis
of the Exercise Price then in effect.


 


6.             NO RIGHTS AS STOCKHOLDERS.


 


The Warrant
Agreement does not entitle the Warrantholder to any voting right or other
rights as a stockholder of the Company prior to the exercise of the
Warrantholder’s rights to purchase Common Stock as provided for herein.


 


7.             WARRANTHOLDER
REGISTRY.


 


The Company shall
maintain a registry showing the name and address of the registered holder of
this Warrant Agreement.


 


8.             ADJUSTMENT
RIGHTS.


 


The purchase price
per share and the number of shares of Common Stock purchasable hereunder are
subject to adjustment from time to time, as follows:


 


(a)           Merger.
 If at any time there shall be a capital
reorganization of the shares of the Company’s stock (other than a combination,
reclassification, exchange, or subdivision of shares otherwise provided for
herein), or a merger or consolidation of the Company with or into another
corporation when the Company is not the surviving corporation (but its
stockholders nevertheless control not less than a majority-in-interest of the
voting equity of any successor corporation), then, as a part of such
reorganization, merger, or consolidation, lawful provision shall be made so
that the Warrantholder shall thereafter be entitled to receive upon exercise of
its rights to purchase Common Stock, the number of


 


3





















 


shares of common stock or
other securities of the successor corporation resulting from such
reorganization, merger or consolidation, to which a holder of the Common Stock
deliverable upon exercise of the right to purchase Common Stock hereunder would
have been entitled in such reorganization, merger or consolidation if the right
to purchase such Common Stock hereunder had been exercised immediately prior to
such reorganization, merger or consolidation. In any such case, appropriate
adjustment (as determined in good faith by the Company’s Board of Directors)
shall be made in the application of the provisions of this Warrant Agreement
with respect to the rights and interests of the Warrantholder after the
reorganization, merger, or consolidation to the end that the provisions of this
Warrant Agreement (including adjustments of the Exercise Price and number of
shares of Common Stock purchasable pursuant to the terms and conditions of this
Warrant Agreement) shall be applicable after the event, as near as reasonably
may be, in relation to any shares deliverable after that event upon the
exercise of the Warrantholder’s rights to purchase Common Stock pursuant to
this Warrant Agreement.


 


(b)           Reclassification
of Shares.  If the Company at any
time shall, by combination, reclassification, exchange, or subdivision of
securities or otherwise, change any of the securities as to which purchase
rights under this Warrant Agreement exist into the same or a different number
of securities of any other class or classes, this Warrant Agreement shall
thereafter represent the right to acquire such number and kind of securities as
would have been issuable as the result of such change with respect to the
securities which were subject to the purchase rights under this Warrant Agreement
immediately prior to such combination, reclassification, exchange, subdivision,
or other change.


 


(c)           Subdivision
or Combination of Shares.  If the
Company at any time shall combine or subdivide its Common Stock, the Exercise
Price shall be proportionately decreased in the case of a subdivision, or
proportionately increased in the case of a combination.


 


(d)           Notice
of Adjustments.  In the event that (i) the
Company shall declare any dividend or distribution upon its stock, whether in
cash, property, stock, or other securities; (ii) the Company shall offer
for subscription pro rata to the holders of any class of its Common or other convertible
stock any additional shares of stock of any class or other rights; (iii) there
shall be any capital reorganization, reclassification, consolidation, merger or
sale of all or substantially all of the Company’s assets; or (iv) there
shall be any voluntary or involuntary dissolution, liquidation, or winding up
of the Company, then, in connection with each such event, the Company shall
send to the Warrantholder:


 


(i)      At least 20
days’ prior written notice of the date on which the books of the Company shall
close or a record shall be taken for such dividend, distribution, subscription
rights (specifying the date on which the holders of Common Stock shall be
entitled thereto) or for determining rights to vote in respect of such capital
reorganization, reclassification, consolidation, merger, dissolution,
liquidation, or winding up; and


 


(ii)     In the case of
any such capital reorganization, reclassification, consolidation, merger or
sale of all or substantially all of the Company’s assets, dissolution,
liquidation or winding up, at least 20 days’ prior written notice of the date
when the same shall take place and specifying the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such capital


 


4





















 


reorganization,
reclassification, consolidation, merger, or sale of all or substantially all of
the Company’s assets, dissolution, liquidation, or winding up).


 


Each such written
notice shall set forth, as applicable and in reasonable detail, (i) the
event requiring the adjustment, (ii) the amount of the adjustment, (iii) the
method by which such adjustment was calculated, (iv) the Exercise Price,
and (v) the number of shares subject to purchase hereunder after giving
effect to such adjustment, and shall be given by first class mail, postage
prepaid, addressed to the Warrantholder, at the address as shown on the books
of the Company.


 


9.             REPRESENTATIONS
AND COVENANTS OF THE WARRANTHOLDER.


 


This Warrant
Agreement has been entered into by the Company in reliance upon the following
representations and covenants of the Warrantholder, which by its execution
hereof the Warrantholder hereby confirms:


 


(a)           Investment
Purpose.    The Common Stock issuable
upon exercise of the Warrantholder’s rights contained herein will be acquired
for investment and not with a view to the sale or distribution of any part
thereof, and the Warrantholder has no present intention of selling or engaging in
any public distribution of the same except pursuant to a registration or
exemption.


 


(b)           Private
Issue. The Warrantholder understands (i) that the Common Stock
issuable upon exercise of the Warrantholder’s rights contained herein is not
registered under the Securities Act or qualified under applicable state
securities laws on the ground that the issuance contemplated by this Warrant Agreement
will be exempt from the registration and qualifications requirements thereof
and (ii) that the Company’s reliance on such exemption is predicated on
the representations set forth in this Section 9.


 


(c)           Disposition
of Warrantholder’s Rights. In no event will the Warrantholder make a
disposition of any of its rights to acquire Common Stock issuable upon exercise
of such rights unless and until (i) it shall have notified the Company of the
proposed disposition and (ii) if requested by the Company, it shall have
furnished the Company with an opinion of counsel (which counsel may either be
inside or outside counsel to the Warrantholder) satisfactory to the Company and
its counsel to the effect that (A) appropriate action necessary for
compliance with the Securities Act has been taken, or (B) an exemption
from the registration requirements of the Securities Act is available.
Notwithstanding the foregoing, the restrictions imposed upon the
transferability of any of its rights to acquire Common Stock issuable on the
exercise of such rights do not apply to transfers from the beneficial owner of
any of the aforementioned securities to its nominee or from such nominee to its
beneficial owner, and shall terminate as to any particular share of Common
Stock when (1) such security shall have been effectively registered under
the Securities Act and sold by the holder thereof in accordance with such
registration or (2) such security shall have been sold without
registration in compliance with Rule 144 under the Securities Act, or (3) a
letter shall have been issued to the Warrantholder at its request by the staff
of the United States Securities and Exchange Commission or a ruling shall have
been issued to the Warrantholder at its request by such Commission stating that
no action shall be recommended by such staff or taken by such Commission, as
the case may be, if such security is transferred without registration under the
Securities


 


5





















 


Act in accordance with
the conditions set forth in such letter or ruling and such letter or ruling
specifies that no subsequent restrictions on transfer are required. Whenever
the restrictions imposed hereunder shall terminate, as hereinabove provided,
the Warrantholder or holder of a share of Common Stock then outstanding as to
which such restrictions have terminated shall be entitled to receive from the
Company, without expense to such holder, one or more new certificates for the
Warrant or for such shares of Common Stock not bearing any restrictive legend.


 


(d)           Financial
Risk.  The Warrantholder has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of its investment and has the ability to bear
the economic risks of its investment.


 


(e)           Risk
of No Registration.  The
Warrantholder understands that if the Company does not register with the
Securities and Exchange Commission pursuant to Section 12 of the
Securities Exchange Act of 1934 (the “Exchange Act”), or file reports pursuant
to Section 15(d) of the Exchange Act, or if a registration statement
covering the securities under the Securities Act is not in effect when it
desires to sell the Common Stock issuable upon exercise of the right to
purchase, it may be required to hold such securities for an indefinite period.
The Warrantholder also understands that any sale of its Common Stock which
might be made by it in reliance upon Rule 144 under the Securities Act may
be made only in accordance with the terms and conditions of that Rule.


 


10.           TRANSFERS.


 


This Warrant may
not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised only by the Warrantholder or his
permitted assignee. Any transfer of this Warrant must comply with the
requirements of this Section 10, and any assignee or transferee of this
Warrant (“permitted assignee”) shall be required to accept this Warrant subject
to all rights and obligations of the Warrantholder as set forth herein. Any
securities to be issued upon exercise of this Warrant may not be sold,
assigned, transferred or otherwise disposed of unless the securities are
registered under the Securities Act or unless the person seeking to effect such
disposition shall have requested and the Company shall have received an opinion
of the Company’s counsel that the proposed disposition may be effected without
registration of such securities under the Securities Act or any applicable
state securities laws. Unless a registration statement with respect to such
shares of Common Stock is effective at the time, any shares of Common Stock
issued upon the exercise of this Warrant shall bear the following legend:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED THE (“ACT”). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED.


 


6





















 


11.           MARKET
STANDOFF AGREEMENT.


 


The Warrantholder
hereby agrees, if so requested by the managing underwriters in an initial
public offering by the Company of its Common Stock, that, without the prior
written consent of such managing underwriters, the Warrantholder will not
offer, sell, contract to sell, grant any option to purchase, make any short
sale, or otherwise dispose of or make a distribution of any capital stock of
the Company held by or on behalf of the Warrantholder or beneficially owned by
the Warrantholder in accordance with the rules and regulations of the
United States Securities and Exchange Commission for a period of up to 180 days
after the date of the final prospectus relating to the Company’s initial public
offering.


 


12.           MISCELLANEOUS.


 


(a)           Effective
Date.  The provisions of this Warrant
Agreement shall be construed and shall be given effect in all respects as if it
had been executed and delivered by the Company on the date hereof. This Warrant
Agreement shall be binding upon any successors or assigns of the Company.


 


(b)           Attorneys’
Fees.  In any litigation, arbitration
or court proceeding between the Company and the Warrantholder relating hereto,
the prevailing party shall be entitled to attorneys’ fees and expenses and all
costs of proceedings incurred in enforcing this Warrant Agreement.


 


(c)           Governing
Law.  This Warrant Agreement shall be
governed by and construed for all purposes under and in accordance with the
laws of the State of Delaware as applied to agreements between Delaware
residents entered and to be performed entirely within Delaware.


 


(d)           Counterparts.
 This Warrant Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


(e)           Titles
and Subtitles.  The titles of the
paragraphs and subparagraphs of this Warrant Agreement are for convenience and
are not to be considered in construing this Agreement.


 


(f)            Notices.
Any notice required or permitted hereunder shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit in the
United States mail, by registered or certified mail, addressed (i) to the Warrantholder
at the address set forth on the signature page hereof and (ii) to the
Company at its principal executive offices to the attention of its president or
at such other address as any such party may subsequently designate by written
notice to the other party.


 


(g)           Survival.  The representations, warranties, covenants
and conditions of the respective parties contained herein or made pursuant to
this Warrant Agreement shall survive the execution and delivery of this Warrant
Agreement.


 


(h)           Amendments.
 Any provision of this Warrant Agreement
may be amended by a written instrument signed by the Company and by the
Warrantholder.


 


7





















 


IN WITNESS
WHEREOF, the parties hereto have caused this Warrant Agreement to be executed
by its officers thereunto duly
authorized.


 


	
   

  	
  Company:

  
	
   

  	
   

  
	
   

  	
  ACORDA
  THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated effective as of May 1,
  1996

  	
  By:

  	
   

  	
   

  
	
   

  	
  Ron Cohen, M.D.,
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Warrantholder:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mark D. Noble

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  1270 East Siesta Drive

  
	
   

  	
   

  	
  Sandy, Utah 84093

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Margot Mayer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  12619 Hidden Valley
  Drive

  
	
   

  	
   

  	
  Sandy, Utah 84092

  
					



 


8





















 


EXHIBIT I


 


NOTICE
OF EXERCISE


 


To: 


 


(1)           The
undersigned Warrantholder hereby elects to purchase                    shares
of the Common Stock of ACORDA THERAPEUTICS, INC., pursuant to the terms of the
Warrant Agreement dated effective as of May 1, 1996 (the “Warrant
Agreement”) between ACORDA THERAPEUTICS, INC. and the Warrantholder, and
tenders herewith payment of the purchase price for such shares in full,
together with all applicable transfer taxes, if any.


 


(2)           In
exercising its rights to purchase the Common Stock of ACORDA THERAPEUTICS,
INC., the undersigned hereby confirms and acknowledges the investment
representations and warranties made in Section 9 of the Warrant Agreement.


 


(3)           Please
issue a certificate or certificates representing said shares of Common Stock in
the name of the undersigned or in such other name as is specified below.


 


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Name)

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Warrantholder:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Date:


 


9