Trademark License Agreement

Exhibit 10.25


TRADEMARK LICENSE AGREEMENT


This Trademark License Agreement (" Agreement" ) is made this 21 st day of July 2004 (the " Effective Date" ) by and between Elan Pharmaceuticals, Inc., a Delaware corporation (hereinafter " Licensor" ), and Acorda Therapeutics, Inc., a Delaware corporation (hereinafter " Licensee" ).


WHEREAS, Licensor is the owner of the Product Trademarks;


WHEREAS, the Parties hereto desire that Licensee use the Product Trademarks on the terms and conditions hereinafter set forth; and


WHEREAS, capitalized terms used and not defined herein shall have the meanings assigned to those terms in the Asset Purchase Agreement dated as of July 21, 2004 by and between Licensor and Licensee (the " Asset Purchase Agreement" ).


NOW, THEREFORE, in consideration of the promises and covenants contained herein and for good and valuable consideration, the Parties agree as follows:


1. LICENSE : The Licensor hereby grants to Licensee an exclusive, royalty-free license, with the right to sublicense, to use the Product Trademarks solely for the purposes of importing Products into the Territory and using, modifying, exploiting, researching, distributing, developing, marketing, selling, offering for sale and otherwise commercializing Products in the Territory. The license granted herein shall not include a right to use the Corporate Names. 2. USE OF PRODUCT TRADEMARKS: Licensee agrees to use the Product Trademarks only in connection with the Products and in compliance with reasonable quality standards and specifications. Licensee agrees to correctly use the trademark symbol TM or registration symbol ae in connection with the Product Trademarks. 3. RIGHT TO INSPECT : Licensee shall submit to Licensor upon request, no more than once per calendar year, one specimen sample of the Products and of all materials bearing the Product Trademarks to enable Licensor to determine whether the Product Trademarks are being used in compliance with Section 2. 4. OWNERSHIP: Licensee agrees that, as between the parties hereto and their Affiliates, ownership of the Product Trademarks (and any goodwill relating thereto) shall remain vested in Licensor during the period of this Agr ...