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.
June 1, 2005
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 [***].
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 [***] (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 [***] 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 [***] during the term of the [***].
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 [***] 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 [***], 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 [***] and/or the work performed thereunder shall be subject to
the provisions of Section 10.6 of the License
Agreement.
7.
[***]
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.
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Agreed by on behalf of Mayo Foundation for
Medical Education And Research:
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Agreed by on behalf of Acorda
Therapeutics, Inc.
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By:
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/s/ Rick F. Colvin
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By:
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/s/ Ron Cohen
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Name:
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Rick F. Colvin
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Name:
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Title:
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Assistant Treasurer
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Title:
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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:
1.
Description of Services.
The
University shall render the services described within and
incorporated hereunder as an individual workplan
(“Workplan”) (reference to services in this Agreement
shall be deemed to include any deliverables). The University and
Mayo may agree to incorporate additional Workplans under this
Agreement.
2.
Compensation. For the services
rendered under a Workplan, Mayo shall pay the University the
funding amount according to the schedule and as specified
under the Workplan.
3.
Term. The term of this
Agreement shall commence on the Effective Date.
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.
4.
Termination. Either party may
terminate this Agreement for material breach on seven
(7) days’ written notice, during which period the
breaching party may cure. Additionally, either party may terminate
this Agreement for its convenience upon thirty (30) days’
prior written notice to the other party. Upon termination, Mayo
shall promptly pay the University for all services rendered and
costs (but only as specified in a Work Plan) incurred up to and
including the effective date of termination.
5.
Limitation of Damages.
EVEN IF
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT SHALL
EITHER PARTY BE LIABLE TO THE OTHER, FOR (i) PERSONAL INJURY
OR PROPERTY DAMAGES OR (ii) LOST PROFITS, WORK STOPPAGE, LOST
DATA, OR ANY OTHER SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, OF
ANY KIND.
6.
Limitation of Remedies.
IN THE
EVENT OF THE UNIVERSITY’S BREACH OR FAILURE TO
PERFORM ANY OBLIGATION UNDER THIS AGREEMENT, WITH THE
EXCEPTION OF UNIVERSITY’S OBLIGATION TO INDEMNIFY MAYO AND
ANY BREACH RELATED TO CONFIDENTIALITY OR THE USE OF THE MAYO NAME,
THE UNIVERSITY’S ENTIRE LIABILITY AND MAYO’S EXCLUSIVE
REMEDY SHALL BE, AT THE UNIVERSITY’S OPTION, EITHER
(i) RETURN OF THE MONETARY CONSIDERATION PAID TO THE
UNIVERSITY UNDER THIS AGREEMENT OR (ii) THE
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.
UNIVERSITY’S
PERFORMANCE OF ANY OBLIGATION THAT FAILED TO SATISFY THE TERMS OF
THIS AGREEMENT.
7.
Disclaimer of Warranties.
THE
UNIVERSITY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS AND
IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SERVICES
PROVIDED UNDER THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE
THE SERVICES SHALL BE PROVIDED AND ACCEPTED “AS
IS.”
8.
No University Endorsements.
In no event
shall Mayo (or its successors, employees, agents and contractors)
state or imply in any publication, advertisement, or other medium
that the University has approved, endorsed or tested any product or
service. In no event shall the University’s performance of
the services described in section 1 be considered a test of
the effectiveness or the basis for any endorsement of a product or
service.
9.
Use of Name or Logo.
9.1
Mayo agrees not
to use the name, logo, or any other marks (including, but not
limited to, colors and music) owned by or associated with the
University or the name of any representative of
