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DOCUMENT TITLE:  COLLABORATION AND LICENSE AGREEMENT .
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1 - DEFINITIONS
(a) - Licensed IP.
(b) - Trademarks and Trade Dress.
2.2 - Limitation on License Grants.
(b) - Third Party Agreements.
(c) - Restrictive Covenants.
2.3 - Acknowledgments Regarding Know-How.
(c) - Sublicenses to Third Party Distributors.
(a) - Licenses to Acorda.
(b) - Covenant not to Sue.
2.5 - Retained Rights.
(a) - Restriction on Licensee.
(b) - Restriction on Acorda.
2.7 - Supply Agreement.
2.8 - In-Licensed Technology.
3.1 - Joint Steering Committee.
(b) - Responsibilities.
3.2 - Subcommittees.
(a) - Joint Development Committee.
(ii) - Responsibilities.
(ii) - Responsibilities.
(i) - The JCC shall oversee Commercialization of the Licensed Product in the Field in the Territory.
(a) - General.
(b) - Appointment is a Right.
(c) - Consequence of Non-Appointment.
3.4 - Committee Meetings.
(a) - Initial Dispute Resolution Procedures.
(b) - Referral to Executive Officers.
(c) - Subsequent Dispute Resolution Procedures.
(d) - No Limitation on Remedies.
3.6 - Authority.
(a) - Initial Information Transfer to Licensee.
(b) - Right of Reference or Use.
(c) - Other Assistance.
5.1 - Overview.
5.2 - Development Plan.
(a) - Initial Development Plan.
(b) - Content of Development Plan.
(a) - Of Licensee.
(b) - Of Acorda.
(a) - Development Plan Reviews and Updates.
(i) - Amendments to Development Plan.
(ii) - New Development Collaboration Proposals.
(a) - Territory Exclusive Development Activities.
(b) - Acorda Territory Exclusive Development Activities.
(c) - Joint Development Activities.
(a) - Budget Overruns.
(b) - Timeline Overruns.
(c) - Reconciliation.
5.9 - Contracted Services.
5.7 - Review of Clinical Trial Summaries.
5.8 - Review of Promotional Material and Educational Materials and Activities.
(b) - Manufacturing Related Sections.
(c) - Cost of Regulatory Activities.
(d) - Reporting and Review.
(a) - Global Database.
(b) - Adverse Events.
(c) - Other Safety-Related Information.
(d) - Coordination.
(e) - Recalls.
(f) - Pharmacovigilance Agreement.
7.1 - Commercialization in the Field in the Territory.
7.2 - Licensees Performance.
(a) - Commercialization Plan.
(b) - Specific Commercialization Obligations.
(c) - Diligence Failures.
(a) - Creation.
(b) - Licensee Ownership.
(c) - Use of Materials Exclusively for the Licensed Product.
(a) - Global Branding Strategy.
(i) - Partys House Marks.
(ii) - Licensed Product Trademarks and Trade Dress.
(iii) - Elan Trademarks.
(c) - Product Web Site.
8.1 - Up-front Fee.
8.2 - Milestone Payments.
(a) - Acorda Royalty Rate.
(c) - Adjustments to Royalties.
8.4 - Restrictions on Sales.
(b) - Elan Royalty Rate.
8.5 - Reports and Payments.
8.6 - Tax Withholding.
8.7 - Blocked Payments.
8.8 - Late Payments.
8.9 - Financial Records.
8.10 - Audit Right.
(i) - Ownership.
(ii) - Inventorship.
(i) - Licensed Product Trademarks.
(ii) - Elan Trademark.
(iii) - Licensee Trademarks.
(a) - Initial Right.
(b) - Licensees Step-In Rights.
(c) - Patent Rights Term Extensions.
(d) - Patent Rights Listings.
(e) - Costs and Expenses.
9.3 - Enforcement.
(a) - Licensee Patent Rights.
(i) - Notice.
(ii) - Licensees Initial Right.
(iii) - Acorda Step-In Right.
(i) - Acordas Initial Right.
(ii) - Licensee Step-In Right.
(d) - Information Sharing.
9.4 - Invalidity Claims.
9.5 - Patent Marking.
10.1 - Non-Use and Non-Disclosure of Confidential Information.
10.3 - Scientific Publications.
10.4 - Publicity.
10.5 - Relationship to the Prior Confidentiality Agreement.
10.6 - Survival.
10.2 - Permitted Disclosures.
11.1 - Indemnification by Licensee.
11.2 - Indemnification by Acorda.
12.1 - Insurance.
11.3 - Procedure.
11.4 - Allocation.
13.1 - Mutual Warranties.
13.2 - Additional Acorda Warranties.
13.3 - Additional Covenants Regarding Acorda Third Party Agreements.
13.4 - Compliance.
13.5 - Standstill.
13.6 - Disclaimer.
14.1 - Limitation of Liability.
15.1 - Term.
(a) - Termination For Convenience.
(b) - Termination For Material Breach.
(c) - Termination for Bankruptcy.
(d) - Termination if Licensee Challenges Acorda IP.
(e) - Termination of Supply Agreement.
(f) - Termination of Elan License Agreement.
15.3 - Effects Of Termination.
16.1 - Assignment.
16.2 - Change of Control; Licensee Acquisition of Elan.
16.3 - Guaranty.
16.4 - Force Majeure.
16.5 - Notices.
16.6 - Relationship of the Parties.
16.7 - Governing Law.
16.8 - Dispute Resolution.
16.9 - Injunctive Relief.
16.10 - Severability.
16.11 - Entire Agreement.
16.12 - Amendment and Waiver.
16.13 - No Implied Waivers.
16.14 - Export Compliance.
16.15 - Counterparts and Facsimile Signatures.
16.16 - Performance by Affiliates and Third Party Distributors.