Severability Contract Clauses (27,855)

Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be - unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

Severability. The provisions of this Agreement are divisible; if any of the provisions shall be deemed invalid or unenforceable, that provision shall be deemed limited to the extent necessary to render it valid and enforceable and the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.

Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original in...tent of the 12 parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. View More

Severability. If, under applicable law, any provision of this Currency Conversion Amendment is determined to be invalid or unenforceable ("Severed Clause"), the Parties mutually agree that this Currency Conversion Amendment shall endure except for the Severed Clause. The Parties shall consult and use their best efforts to agree upon a valid and enforceable provision that shall be a reasonable substitute for such Severed Clause in light of the intent of this Currency Conversion Amendment. [Remainder of Page In...tentionally Left Blank] By its signature below, Acorda acknowledges its agreement with the provisions of this Currency Conversion Amendment. Please sign below to acknowledge your agreement with the provisions of this Currency Conversion Amendment and return a copy to my attention. Sincerely, Acorda Therapeutics, Inc. /s/ Ron Cohen, M.D. Ron Cohen, M.D. President & CEO Acknowledged and Agreed on behalf of Alkermes Pharma Ireland Limited /s/ Shane Cooke Name: Shane Cooke Title: President cc: Jane Wasman, Chief, Strategic Development and General Counsel, Acorda EX-10.46 2 alkermesletter_exhibit.htm ALKERMES AMENDMENT alkermesletter_exhibit.htm EXHIBIT 10.46 CONFIDENTIAL March 29, 2012 Alkermes Pharma Ireland Limited Connaught House 1 Burlington Road Dublin 4, Ireland Attn: Kathryn L. Biberstein, Secretary Re: Amendment No. 2 to the Agreements Dear Ms. Biberstein: Acorda Therapeutics, Inc. ("Acorda") and Alkermes Pharma Ireland Limited ("Alkermes") have agreed to enter into this Amendment No. 2 to the Agreements (as defined below) to amend the currency conversion calculations under the Agreements (the "Currency Conversion Amendment"). Background: Acorda and Elan Corporation, plc. ("Elan") were parties to (i) an Amended and Restated License Agreement, dated September 26, 2003, as amended (the "License Agreement), and (ii) a Supply Agreement, dated September 26, 2003, as amended (the "Supply Agreement" and, collectively, the "Agreements"). Pursuant to an assignment of the Agreements, Alkermes became the successor in interest to all of Elan's rights and obligations under the Agreements. Capitalized terms used in this Currency Conversion Amendment shall have the meaning set forth in the License Agreement or the Supply Agreement (as applicable) unless otherwise defined herein. Agreement: In consideration of the premises and the mutual promises and covenants set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Currency Conversion. With respect to sales of Product made by Acorda or its Designee on or after January 1, 2012, the first sentence of Article 5.9.2 of the License Agreement is hereby deleted in its entirety and replaced with two new sentences which shall read as follows: "With respect to sales of Product made in a currency other than in United States Dollars, sales shall first be calculated in the foreign currency and then shall be converted into United States Dollars at the rate of exchange between the currency of the country or jurisdiction in which the Product was sold and United States Dollars, which rate of exchange shall be the average monthly rate of exchange for such currency calculated by utilizing the daily foreign exchange rates therefor from Bloomberg, beginning one Business Day prior to the beginning of the applicable month, and ending two Business Days before the end of the applicable month, in accordance with GAAP, fairly applied and as employed on a consistent basis throughout Acorda's or its Designee's operations, as applicable. As used in the previous sentence, "Business Day" means a day other than Saturday or Sunday on which the banks in New York, New York and Boston, Massachusetts are open for business." Pursuant to Clause 10 of the Supply Agreement, such revised Article 5.9.2 of the License Agreement is incorporated by reference into the Supply Agreement as if restated in its entirety therein. View More

Severability. If any provision of this Agreement is, becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Company, it shall be stricken and the remainder of the Agreement shall remain in force and effect.

Severability. If any provision of this Agreement is, becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be construed or deemed amended or limited in scope to conform to applicable laws or, in the discretion of the Company, it shall be stricken and the remainder of the Agreement shall remain in force and effect. 8 19. CHOICE OF LAW; JURISDICTION. All questions pertaining to the construction, regulation, validity, and effect of this Agreement shall be determ...ined in accordance with the laws of the State of Utah, without regard to the conflict of laws doctrine. The Company and you hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in the county of Salt Lake City within the State of Utah for resolution of any and all claims, causes of action or disputes arising out of or related to this Agreement. Sections 12(ii) and 14 shall not apply to employees who are subject to California law. View More

Severability. The provisions of this Agreement are severable. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. Any provision held to be invalid or unenforceable shall be reformed to the extent and solely to the extent necessary to make it valid and enforceable. 5 13. Governing Law, Jurisdiction and Forum. This Agreement shall be construed under and governed by the internal laws of the Commonwealth of Pennsylvania, wi...thout giving effect to any conflict of laws provision or rule that would cause the application of the laws of any jurisdiction other than Pennsylvania. By entering into this Agreement, the Executive acknowledges that the Executive is subject to the jurisdiction of both the federal and state courts in Pennsylvania. View More

Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance is determined by a court of competent jurisdiction to be invalid, illegal, void or unenforceable the remaining provisions hereof, shall, subject to the following sentence, remain in full force and effect and ...shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any provision or the application thereof is invalid, illegal, void or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner so that the transactions contemplated hereby are consummated as originally contemplated to the fullest extent permitted by applicable law. 3 10. Amendment. This Agreement may be changed only by an agreement in writing signed by the parties hereto. View More

Severability. If any provision (or portion thereof) of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of this Agreement containing any provision held to be invalid, void, or otherwise unenforceable, that is not itself invalid, void, ...or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, void, or unenforceable. INDEMNIFICATION AGREEMENT – INDEMNITEE 6 14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the state of incorporation of the Company applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws. View More

Severability. In case any covenant, condition, term or provision contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, in whole or in part, by a judgment, order or decree of any court of competent jurisdiction, from which judgment, order or decree no further appeal or petition for review is available, the validity of the remaining covenants, conditions, terms and provisions contained in this Agreement, and the validity of the remaining part of any term or provision ...held to be partially invalid, illegal or unenforceable, shall in no way be affected, prejudiced or disturbed thereby. 6 20. Entire Agreement. This Agreement and the Plan contain all understandings between you and the Company and any of its affiliates regarding the Optioned Shares. No other communications regarding the Optioned Shares are to be considered binding upon you and the Company unless they are identified as amendments to this Agreement, are in writing and are signed by you and the Company as provided in this Agreement. View More