Exhibit
10.19
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.
AMENDMENT No. 1 TO
RUSH PAYMENTS AGREEMENT
THIS AMENDMENT, dated as of October
27, 2003, by and between Acorda Therapeutics, Inc.
(“Acorda”) and Elan Corporation, plc.
(“Elan”) amends the Rush Payments Agreement effective
as of September 26, 2003 (the “Payments Agreement”) by
and between Acorda and Elan.
W I T N E S S E T
H:
WHEREAS, Acorda and Elan desire to amend certain
provisions relating to the timing of payments under the Payments
Agreement upon the terms and conditions set forth
herein;
NOW, THEREFORE
, in consideration of the premises
contained herein, and for other good and valuable consideration,
the adequacy and receipt of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Paragraph 2 (a) of the Payments Agreement is hereby amended and
restated in its entirety to read as follows:
“(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 L