THIS AGREEMENT (INCLUDING
ALL SCHEDULES AND EXHIBITS HERETO) AND ANY CONFIDENTIALITY AGREEMENT ENTERED
INTO BETWEEN THE COMPANY AND A PURCHASER (WHICH CONFIDENTIALITY AGREEMENT SHALL
CONTINUE TO BE IN FULL FORCE AND EFFECT) CONSTITUTES THE ENTIRE AGREEMENT AMONG
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF.
THERE
ARE NO RESTRICTIONS, PROMISES, WARRANTIES OR UNDERTAKINGS, OTHER THAN THOSE SET
FORTH OR REFERRED TO HEREIN OR THEREIN.
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS AMONG THE PARTIES HERETO WITH RESPECT TO THE
SUBJECT MATTER HEREOF.
NO PROVISION OF THIS AGREEMENT MAY BE WAIVED OR AMENDED
OTHER THAN BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTY TO BE CHARGED WITH
ENFORCEMENT.
ANY AMENDMENT OR WAIVER EFFECTED IN ACCORDANCE WITH THIS SECTION
8.5 SHALL BE BINDING UPON EACH HOLDER OF ANY SHARES
22
PURCHASED UNDER THIS AGREEMENT AT THE TIME OUTSTANDING, EACH FUTURE HOLDER OF
ALL SUCH SECURITIES, AND THE COMPANY.
SECTION 8.6
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED HEREUNDER
SHALL BE IN WRITING AND SHALL BE DEEMED EFFECTIVELY GIVEN: (A) UPON PERSONAL
DELIVERY TO THE PARTY TO BE NOTIFIED, (B) WHEN SENT BY CONFIRMED EMAIL, TELEX OR
FACSIMILE IF SENT DURING NORMAL BUSINESS HOURS OF THE RECIPIENT, IF NOT, THEN ON
THE NEXT BUSINESS DAY, (C) FIVE DAYS AFTER HAVING BEEN SENT BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR (D) ONE BUSINESS
DAY AFTER DEPOSIT WITH A NATIONALLY RECOGNIZED OVERNIGHT COURIER, SPECIFYING
NEXT DAY DELIVERY, WITH WRITTEN VERIFICATION OF RECEIPT.
THE ADDRESSES FOR SUCH
COMMUNICATIONS ARE:
If to the
Company:
Acorda Therapeutics, Inc.
15 Skyline Drive
Hawthorne, New York 10532
Facsimile:
(914) 347-4560
Attn:
General Counsel
With a copy
to:
Covington & Burling LLP
1330 Avenue of the Americas
New York, NY 10019
Attn:
Ellen B. Corenswet
If to a Purchaser:
To the address set forth immediately below such Purchaser's
name on the signature pages hereto.
Each party will provide ten days' advance
written notice to the other parties of any change in its address.
SECTION 8.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT IS BINDING UPON
AND INURES TO THE BENEFIT OF THE PARTIES AND THEIR SUCCESSORS AND ASSIGNS.
THE
COMPANY WILL NOT ASSIGN THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE PURCHASERS, AND NO PURCHASER MAY ASSIGN
THIS AGREEMENT OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, EXCEPT AS PERMITTED IN ACCORDANCE WITH SECTION 6.9
HEREOF.
SECTION 8.8
THIRD PARTY BENEFICIARIES.
THIS AGREEMENT IS INTENDED
FOR THE BENEFIT OF THE PARTIES HERETO, THEIR RESPECTIVE PERMITTED SUCCESSORS AND
ASSIGNS AND THE PLACEMENT AGENTS, AND IS NOT FOR THE BENEFIT OF, NOR MAY ANY
PROVISION HEREOF BE ENFORCED BY, ANY OTHER PERSON.
SECTION 8.9
FURTHER ASSURANCES.
EACH PARTY WILL DO AND PERFORM, OR
CAUSE TO BE DONE AND PERFORMED, ALL SUCH FURTHER ACTS AND THINGS, AND WILL
EXECUTE AND DELIVER ALL OTHER AGREEMENTS, CERTIFICATES, INSTRUMENTS AND
DOCUMENTS, AS ANOTHER PARTY MAY REASONABLY REQUEST IN ORDER TO CARRY OUT THE
INTENT AND ACCOMPLISH