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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/25/06 Acorda Therapeutics Inc S-1/A 20:6.1M Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 72K (General Form) 2: EX-10.14 Material Contract HTML 356K 3: EX-10.15 Material Contract HTML 188K 4: EX-10.16 Material Contract HTML 121K 5: EX-10.18 Material Contract HTML 32K 6: EX-10.19 Material Contract HTML 15K 7: EX-10.20 Material Contract HTML 310K 8: EX-10.21 Material Contract HTML 140K 9: EX-10.22 Material Contract HTML 397K 10: EX-10.23 Material Contract HTML 115K 11: EX-10.24 Material Contract HTML 905K 12: EX-10.25 Material Contract HTML 68K 13: EX-10.26 Material Contract HTML 335K 14: EX-10.27 Material Contract HTML 198K 15: EX-10.28 Material Contract HTML 50K 16: EX-10.29 Material Contract HTML 115K 17: EX-10.32 Material Contract HTML 21K 18: EX-10.38 Material Contract HTML 337K 19: EX-10.40 Material Contract HTML 233K 20: EX-10.41 Material Contract HTML 185K
Exhibit 10.25
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
RE: September 8, 2000 License Agreement between Acorda Therapeutics, Inc. and The Mayo Foundation for Medical Education and Research (the “License Agreement”)
This Letter of Agreement (the “Letter Agreement”) constitutes the agreement contemplated by Acorda Therapeutics, Inc. (“Acorda”) and Mayo Foundation for Medical Education and Research (“Mayo”) (collectively, the “Parties”) in the September 30, 2004 letter signed by Rick Colvin and Jane Wasman with respect to Mayo’s and Dr. Moses Rodriguez’ grant application to the Hilton Foundation.
Mayo proposes to enter into an agreement with the University of Minnesota (the “University”) under which the University may provide services for various research programs at Mayo, which agreement is attached hereto as Exhibit A. This Letter Agreement relates solely to the work plans (present and future) under the agreement for the development of rHIgM22 (the “Antibody”) within the Field (hereinafter, “Antibody Services Agreement”). The work to be performed pursuant to the Antibody Services Agreement shall be funded largely by a three-year grant (the “Hilton Foundation Grant”) received by Mayo and Dr. Rodriguez pursuant to the grant application referenced above.
The parties hereby agree as follows:
1. Grant: Acorda hereby grants to Mayo (to the extent Mayo has not already retained a right to use), the University, and any other third parties conducting work under the Antibody Services Agreement a non-exclusive license to use the Antibody for development within the Field for noncommercial purposes pursuant to the Hilton Foundation Grant during the term of the Hilton Foundation Grant.
2. Project Steering Committee: Acorda shall be allowed to attend and participate in the two in-person meetings of the Project Steering Committee held each year as established in the Antibody Services Agreement. In addition, Mayo agrees that the Mayo co-chair shall provide Acorda with quarterly updates regarding the work being planned or performed pursuant to the Antibody Services Agreement and shall timely seek Acorda’s input related to such work. Mayo also shall provide Acorda with the timely opportunity to review and comment on all future workplans that are contemplated pursuant to the Antibody Services Agreement.
3. Indemnification: The parties agree that, to the extent not already provided for by Section 8.2(a) of the September 8, 2000 License Agreement between Mayo and Acorda, Mayo shall defend, indemnify and hold Acorda and its affiliates and Sublicensees and their respective directors, officers and employees, harmless from and against any and all third party Claims arising out of or resulting from the administration of a product to a human subject(s) and/or other clinical activities (including activities preparatory to such clinical activities or the use of the results therefrom) arising out of or relating to the Antibody Services Agreement.
4. Publication: Mayo shall provide Acorda with the same rights to review, comment on and consent or object to any manuscripts, abstracts, posters, presentations or other potential publications (“Publications”) arising out of or relating to the Antibody Services Agreement or the work performed thereunder as are provided to Mayo in the Antibody Services
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
Agreement, including the same amount of time for such review. Mayo shall forward to Acorda for Acorda’s review, comment and consent all potential Publications as soon as Mayo either drafts a Publication or receives one for review from the University.
5. Intellectual Property and Confirmation of License Agreement: The parties acknowledge that the work performed by Mayo under the Hilton Foundation Grant is being performed subject to and pursuant to Sections 2.1 and 2.2 of the License Agreement and any rights granted are solely for the Antibody in the Field. Mayo hereby grants Acorda a non-exclusive, worldwide, royalty-free license, limited to the Antibody in the Field, to any Inventions (as defined in the Antibody Services Agreement) developed by the University or any third party and owned by Mayo pursuant to the Antibody Services Agreement. To the extent Acorda does not have a license under the License Agreement for the work performed by Mayo under the Hilton Foundation Grant, including the Antibody Services Agreement, Mayo grants a non-exclusive, royalty-free license to Licensed Technology for the Antibody in the Field. Mayo and Acorda acknowledge that the License Agreement is in full force and effect.
6. Public Announcements: The Parties confirm that all public announcements relating to the Antibody Services Agreement, the Hilton Foundation Grant and/or the work performed thereunder shall be subject to the provisions of Section 10.6 of the License Agreement.
7. Diligence: The Parties agree that Acorda’s obligations under Section 5.1 of the License Agreement shall be deemed satisfied in full through the end of the three-year term of the Hilton Foundation Grant in consideration for Acorda’s use of reasonable commercial efforts, consistent with its business judgment, to seek a partner to provide additional resources to help develop and commercialize Licensed Products during the term of the Hilton Foundation Grant.
8. [**]
9. Miscellaneous: All capitalized terms used in this Letter Agreement and not otherwise defined herein shall have the same meaning as assigned to them in the License Agreement. In the event of a conflict between the terms of the Letter Agreement and the License Agreement, unless otherwise expressly stated herein, the terms of the License Agreement shall govern.
Agreed by on behalf of Mayo Foundation for |
Agreed by on behalf of Acorda |
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By: |
/s/ Rick F. Colvin |
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By: |
/s/ Ron Cohen |
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Name: |
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Assistant Treasurer |
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
UNIVERSITY OF MINNESOTA
SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the “Agreement”) is entered into effective as of June 20, 2005 (Effective Date), by and between the Regents of the University of Minnesota (the “University”), a Minnesota constitutional corporation, and Mayo Foundation for Medical Education and Research (“Mayo”), a Minnesota charitable corporation., each a “Party” and collectively “Parties.” This Agreement is entered into by the University through its University of Minnesota, Minnesota Molecular and Cellular Therapeutics Facility.
NOW, THEREFORE, the parties agree as follows:
The term of this Agreement shall expire five years from the Effective Date, unless terminated earlier as provided in section 4 or extended as may be mutually agreed upon in writing.
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
2
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
3
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
4
Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
If to the University: University
of Minnesota
Attn: Randall Tlachac
Program Director
Molecular and Cellular Therapeutics
1900 Fitch Avenue
St. Paul, MN 55108
Phone No.: 612-624-0765
Facsimile No.: 612-624-1777
E-mail: rtlachac@unm.edu
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
With a copy to: University
of Minnesota
Office of the General Counsel
Attn: Transactional Law Services Group
360 McNamara Alumni Center
200 Oak Street S.E.
Minneapolis, MN 55455-2006
Facsimile No.: (612) 626-9624
E-mail: contracts@mail.ogc.umn.edu
If to Mayo: Mayo
Foundation or Medical Education and Research
200 First Street SW
Rochester, MN 55905-0001
Attn: Office of Technology
Commercialization
Phone No.: 507-284-8878
Facsimile No.: 507-284-5410
IN WITNESS WHEREOF, the parties have entered into the Agreement as of the Effective Date.
Regents of the University of Minnesota |
Mayo Foundation for Medical |
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By: |
/s/ Mark S. Pauer |
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By: |
/s/ Rick F. Colvin |
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Title: |
Asst VP for Research |
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Assistant Treasurer |
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Date: |
6/28/05 |
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Date: |
6/16/05 |
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
Workplan A
[***]
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Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission.
IN WITNESS WHEREOF, the parties have entered into this Workplan A under the Agreement as of the latter of the Effective Date or the date first written below.
Regents of the University of Minnesota |
Mayo Foundation for Medical Education |
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and Research |
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By: |
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/s/ Mark S. Paller |
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By: |
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/s/ Rick F. Colvin |
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Name: |
Mark S. Paller |
Name: |
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Title: |
Assistant VP for Research |
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Assistant Treasurer |
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This ‘S-1/A’ Filing | Date | Other Filings | ||
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Filed on: | 1/25/06 | None on these Dates | ||
6/28/05 | ||||
6/20/05 | ||||
6/16/05 | ||||
6/1/05 | ||||
9/30/04 | ||||
9/8/00 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Acorda Therapeutics, Inc. 10-K 12/31/23 110:17M Donnelley … Solutions/FA 3/15/23 Acorda Therapeutics, Inc. 10-K 12/31/22 113:19M Donnelley … Solutions/FA 3/18/22 Acorda Therapeutics, Inc. 10-K 12/31/21 117:16M ActiveDisclosure/FA 3/16/21 Acorda Therapeutics, Inc. 10-K 12/31/20 115:19M ActiveDisclosure/FA |