FIRST AMENDMENT TO REVENUE INTERESTS ASSIGNMENT AGREEMENT AND TO GUARANTY

Exhibit 10.45

FIRST AMENDMENT
TO
REVENUE INTERESTS ASSIGNMENT AGREEMENT
AND TO
GUARANTY

This FIRST AMENDMENT TO REVENUE INTERESTS ASSIGNMENT AGREEMENT AND TO GUARANTY (this " Amendment ") is dated as of November 28, 2006, and is entered into by and among King George Holdings Luxembourg IIA S.à r.l., a Luxembourg private limited company (together with its permitted successors and assigns, " King George "), Acorda Therapeutics, Inc., a Delaware corporation (" Acorda "), and Paul Royalty Fund II, L.P. (" Guarantor ").

RECITALS

A.            King George and Acorda are parties to the Revenue Interests Assignment Agreement, dated as of December 23, 2005 (as amended, modified or supplemented from time to time, the " Revenue Agreement ").

B.            In connection with the Revenue Agreement, Guarantor executed that certain Guaranty, dated as of December 23, 2005, in favor of Acorda (as amended, modified or supplemented from time to time, the " Guaranty ").

B.            The parties hereto desire to amend the Revenue Agreement and the Guaranty, subject to the terms and conditions of this Amendment.

NOW, THEREFORE , in consideration of the agreements and provisions herein contained and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto do hereby agree as follows:

Section 1.  Definitions .  Any capitalized term used but not otherwise defined herein shall have the meaning ascribed to such term in the Revenue Agreement.

Section 2.  Amendments to the Revenue Agreement and to the Guaranty .  Each of the Revenue Agreement and the Guaranty is hereby amended, effective as of the date this Amendment becomes effective in accordance with Section 5 hereof, as follows:

2.1  Amendment to Section 1.01 .  The following definition appearing in Section 1.01 of the Revenue Agreement is hereby amended by deleting such definition in its entirety and inserting the following new definition in replacement thereof:

• • " Applicable Percentage " shall mean, as of any date of determination, on a Fiscal Year-by-Fiscal Year basis (or applicable portion thereof in the first and last Fiscal Years under this Agreement), during the period from October 1, 2005 through and including December 31, 2015:

    • • (a)           prior to the date that the payments received and retained ( i.e. , not refunded by PRF) by PRF under Sections 2.02(b) and 5.08 are less than the product of (x) 2.1 times (y) the aggregate amount paid by PRF under Section 2.03 , the following:

        • • (i)            with respect to Net Revenues of up to and including $30,000,000, fifteen percent (15%),

            (ii)           with respect to Net Revenues in excess of $30,000,000 but less than and including $60,000,000, six percent (6%), and

            (iii)          with respect to Net Revenues in excess of $60,000,000, one percent (1%), and

        (b)           from and after the date that the payments received and retained ( i.e. , not refunded by PRF) by PRF under Sections 2.02(b) and 5.08 are at least as great as the product of (x) 2.1 times (y) the aggregate amount paid by PRF under Section 2.03 , one percent (1%).

2.2  Amendment to Section 2.03(a) .  Sections 2.03(a)(ii) and 2.03(a)(iii) of the Revenue Agreement are hereby amended by deleting such Sections 2.03(a)(ii) and 2.03(a)(iii) in their entirety and inserting the following in lieu thereof:

• • • • "(ii)         an additional $5,000,000 (the " Initial Contingent Payment ") payable within three (3) Business Days of the Effective Date (as defined in the First Amendment to Revenue Interests Assignment Agreement and to Guaranty);

        (iii)          an additional $5,000,000 (the " Secondary Contingent Payment ") within eleven (11) Business Days of the earlier of (A) notification from Acorda that it has closed its accounting books (on an unaudited basis) for the period from January 1, 2006 through and including December 31, 2006 and (B) the public reporting by Acorda of its audited financial results for the period from January 1, 2006 through and including December 31, 2006, payable if and only if Net Revenues during such period equal or exceed $25,000,000; and"

2.3  Amendment to Article IV .  Article IV of the Revenue Agreement is hereby amended by deleting each reference therein to "PRF" (other than the initial reference thereto) and substituting therefor a like reference to "King George Holdings Luxembourg IIA S.à r.l."

2

2.4  Amendment to Section 4.06 .  Section 4.06 of the Revenue Agreement is hereby amended by deleting the text thereof and inserting in lieu thereof the following:

• • • • "King George Holdings Luxembourg IIA S.à r.l. and Guarantor will at all times collectively have access to sufficient funds to satisfy their obligations under Section 2.03 and Section 8.05 as they become due."

2.5  Amendment to Section 5.02(a) . Section 5.02(a) of the Revenue Agreement is hereby amended by changing the phrase "proceeding, , offer" to "proceeding, offer".

2.6  Amendment to Section 5.08(c) .  Section 5.08(c) of the Revenue Agreement is hereby amended by changing the word "received" to "receivable".

2.7  Amendment to Section 5.15 .  Section 5.15 of the Revenue Agreement is hereby amended by adding the following new text at the end thereof:

• • • • "Notwithstanding any provision contained in this Section 5.15 or otherwise within this Agreement, the proceeds of the Initial Contingent Payment and of the Secondary Contingent Payment shall be exclusively and promptly used by Acorda to fund expansion and maintenance of the Acorda sales force in support of the business plan and commercialization of the Product, including sales operation and expansion and royalty and/or other payments related to the acquisition and supply of the Product.  All of such proceeds shall be used exclusively to support sales and marketing related specifically and solely to the Product.  Acorda shall not use the Initial Contingent Payment or the Secondary Contingent Payment for any other current or future product of Acorda except if such use is ancillary and relates to the use of proceeds to support, or would in Acorda’s reasonable business judgment, support the commercialization of the Product.  Acorda shall not use the Initial Contingent Payment or the Secondary Contingent Payment for the hiring of a Contract Sales Organization (as defined below).  "Contract Sales Organization" shall mean any third party sales organization retained by Acorda to provide sales representatives to conduct an in person physician detailing program to promote the Product, other than (i) any such organization or organizations engaged by Acorda on or prior to November 28, 2006 ( provided , that such engagement is in effect as of November 28, 2006) or (ii) any pharmaceutical or biopharmaceutical company with which Acorda enters into a co-promotion, co-marketing or similar agreement relating to the Product."

2.8   Amendment to Section 8.06(a) .  Section 8.06(a) of the Revenue Agreement is hereby amended by adding the words "the relationship between" after the phrase "deemed to constitute" appearing therein.

2.9           Amendment to Guaranty .  The Guaranty is hereby amended, and such amendment is hereby consented to by Acorda, by deleting the last sentence thereof and inserting in lieu thereof the following:

• • • • "This PRF Guaranty shall survive until the earlier to occur of (i) PRF’s payment of the Secondary Contingent Payment to Acorda or its designee in accordance with Section 2.03(a)(iii) of the Revenue Interests Agreement, and (ii) to the extent that the conditions requiring PR