Exhibit
10.18
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.
RUSH PAYMENTS
AGREEMENT
REFERENCE IS MADE to (i) the License
Agreement effective as of September 26, 2003, by and between
RUSH-PRESBYTERIAN-ST. LUKE’S MEDICAL CENTER , an
Illinois not-for-profit corporation and having its principal office
at 1725 W. Harrison St. Chicago, Ill. 60612 (“Rush”),
and ACORDA THERAPEUTICS, INC. , a corporation organized and
existing under the laws of the State of Delaware and having its
principal office at 15 Skyline Drive, Hawthorne, New York 10532
(“Acorda”), including the Side Agreement attached
thereto as Exhibit 1.31 by and among Rush, Acorda and Elan
(as defined below) (the “ Side Agreement ”), a
copy of which is attached as Exhibit A hereto (the “
Rush/Acorda License ”); and (ii) the Amended and
Restated License Agreement effective as of September 26, 2003 by
and between Acorda and ELAN CORPORATION, PLC. , a public
limited company incorporated under the laws of Ireland and having
its registered office at Lincoln House, Lincoln Place, Dublin 2,
Ireland (“Elan”) (the “ Elan/Acorda
License ”). The Rush/Acorda License and the Elan/Acorda
License are sometimes collectively referred to herein as the
“Novation Agreements” and Elan and Acorda are sometimes
referred to herein as the “Parties”.
WHEREAS, in connection with and in
consideration of the Novation Agreements, Acorda and Elan have
agreed to enter into this Rush Payments Agreement with the
intention to set forth the respective allocation between the
Parties of certain amounts payable under the Rush/Acorda License
and certain other rights and obligations of the Parties.
NOW THEREFORE, in consideration of
the premises and the mutual covenants hereinafter recited and set
forth in the Novation Agreements and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Parties agree
as follows:
1.
With respect to the US $[**] license fee set forth in Section 5.1
of the Rush/Acorda License, each of Acorda and Elan shall be
responsible for [**] of such license fee. Accordingly, on the
Effective Date, Elan shall pay Acorda US$[**] as Elan’s [**]
share of such payment.
2.
With respect to milestone payments that become payable under
Section 5.2 of the Rush/Acorda License, the following shall be
applicable:
(a)
Each of Acorda and Elan shall be responsible for [**] of any
milestone payments payable to Rush under Section 5.2 (a) or 5.2 (b)
of the Rush/Acorda License. Accordingly, if the milestone events
set forth in either Section 5.2 (a) or Section 5.2 (b) of the
Rush/Acorda License are achieved, (x) Acorda shall so advise Elan
in writing upon achievement of the applicable milestone event, and
(y) Elan shall pay Acorda an amount equal to [**] of the applicable
milestone payment upon receipt of such notice as Elan’s share
of such payment; and
(b)
Elan shall be responsible for [**] of any milestone payments
payable to Rush under Section 5.2 (c) of the Rush/Acorda License.
Accordingly, if the milestone event set forth in Section 5.2 (c) of
the Rush/Acorda License is achieved, Acorda shall so advise Elan in
writing upon achievement of the applicable milestone event and Elan
shall pay Acorda an amount equal to [**] of the applicable
milestone payment upon receipt of such notice.
1
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.
In addition, Acorda shall pay to Elan an additional royalty
of:
(i)
[**] of NSP of the Product sold
outside the US during the Base Royalty Term (as such term is
defined in the Rush/Acorda License);
(ii)
[**] of NSP of the Product sold
outside the US during the Reduced Royalty Term (as such term is
defined in the Rush/Acorda License);
(iii)
during the Reduced Royalty Term,
[**] of the difference between (a) the royalty that would have been
payable by Acorda to Rush during the Base Royalty Term and (b) the
royalty payable by Acorda to Rush during the Reduced Royalty Term
under Section 5.3.1 of the Rush
