AMENDMENT No. 1 TO TERMINATION AND ASSIGNMENT AGREEMENT

Exhibit 10.28

AMENDMENT No. 1 TO
TERMINATION AND ASSIGNMENT AGREEMENT

THIS AMENDMENT, dated as of October 27, 2003, by and among Acorda Therapeutics, Inc., (“Acorda”), MS Research & Development Corporation (“MS R & D”), Elan Corporation, plc. (“Elan”) and Elan International Services, Ltd. (“EIS”) amends the Termination and Assignment Agreement effective as of September 26, 2003 (the “Assignment Agreement”) by and among Acorda, MS R & D, Elan and EIS (collectively, the “Parties”).

W I T N E S S E T H:

WHEREAS, the Parties desire to amend and restate certain schedules to the Assignment 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.             Schedule 2.4 of the Assignment Agreement is hereby amended, restated and replaced in its entirety with “Amended Schedule 2.4” attached to this Amendment.

2.             Schedule 4.3 of the Assignment Agreement is hereby amended, restated and replaced in its entirety with “Amended Schedule 4.3” attached to this Amendment.

3.             Except as expressly amended and restated by this Amendment, all of the provisions of the Assignment Agreement shall remain in full force and effect.  All references to the Assignment Agreement, from and after the date hereof, shall be to the Assignment Agreement as amended by this Amendment.

4.             This Amendment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first set forth above.

Acorda Therapeutics, Inc.

MS Research & Development Corporation

Elan Corporation, plc.

Elan International Services, Ltd.

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Amended Schedule 2.4

AMOUNTS OWING BY MS R&D TO ACORDA AND ELAN

___________________________
*Excludes $113,260 of the amount Owing to Elan that was incurred during the period from July 1, 2002 through June 30, 2003, is included as Accounts Payable at June 30, 2003, and had been converted by Acorda into equity of MS R & D as of June 30, 2003.

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Amended Schedule 4.3

BALANCE SHEET

MS Research & Development
BALANCE SHEET
(expressed in United States dollars)