Exhibit 10.32
AGREEMENT RELATING TO
ADDITIONAL TRADEMARK
This Agreement Relating to Additional Trademark
(this “Agreement”) is made as of July ___, 2005 (the
“Effective Date”) by and between Elan Pharmaceuticals,
Inc. (“EPI”) and Acorda Therapeutics, Inc.
(“Acorda”). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in that
certain Asset Purchase Agreement by and between EPI and Acorda
dated as of July 21, 2004 (the “Asset Purchase
Agreement”).
RECITALS
A. Acorda desires to
utilize the trademark “Zanaflex Capsules” (the
“Mark”) in connection with Zanaflex Capsules;
and
B. The parties
desire set forth rights and obligations relating to the Mark as set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1.
Rights to Mark . The parties hereby agree that,
subject to the rights granted to Acorda by making and deeming the
Mark a “Product Trademark” under the Asset Purchase
Agreement and Trademark License Agreement as set forth in the
following paragraph, all right, title and interest in and to the
Mark and all goodwill associated therewith shall be owned
exclusively by EPI, and each party will execute and deliver any and
all instruments and documents and perform any and all acts
necessary to vest such right, title and interest in
EPI.
The Mark shall be and shall be
deemed to be a Product Trademark for all purposes under the Asset
Purchase Agreement, the Elan Disclosure Schedule and the Trademark
License Agreement, and shall be subject to all of the rights and
obligations of the parties relating to the Product Trademarks
contained in such documents; provided that, notwithstanding the
foregoing or anything to the contrary contained in such documents,
none of the representations and warranties of EPI contained in
Article VI of the Asset Purchase Agreement shall apply to the
Mark.
Acorda hereby represents and
warrants to EPI that any use by Acorda of the Mark will comply with
all applicable Laws. Acorda agrees that for purposes of its
indemnification obligations relating to Assumed Liab
