* * * * *
PORTIONS OF THIS EXHIBIT HAVE BEEN
OMITTED AND FILED SEPARATELY WITH
THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT
UNDER RULE 24(B)-2. THE LOCATION OF
THOSE OMITTED PORTIONS IS DENOTED
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AGREEMENT FOR ASSIGNMENT OF PATENT RIGHTS
This Agreement for Assignment of Patent Rights ("AGREEMENT") is made effective as of the 29/th/ day of
January, 2000 (the "EFFECTIVE DATE"), by and among The Brigham and Women's Hospital, Inc., a
Massachusetts charitable corporation ("B&W") and AutoImmune Inc., a Delaware corporation
("AUTOIMMUNE") (sometimes collectively referred to as "SELLER") and Neuralab Limited, a Bermuda
A. B&W is the owner of the Patent Rights (as defined below).
B. AutoImmune contends that it is the exclusive licensee of the Patent Rights from B&W pursuant to a certain
Amended and Restated Research and Development Agreement by and between B&W and AutoImmune dated
as of September 9, 1988 and revised as of July 1, 1992 and April 14, 1995 (the "Exclusive License").
C. In order to permit the sale and transfer of the Patent Rights from B&W to Buyer free and clear of the
Exclusive License, B&W and AutoImmune wish to terminate the Exclusive License as to the Patent Rights and
B&W wishes to sell and assign, and Buyer wishes to purchase and acquire, all of B&W's right, title and interest
in and to the Patent Rights, free and clear of the Exclusive License.
D. Buyer is an Affiliate (as defined below) of Elan Pharmaceuticals, Inc., a Delaware corporation ("Elan").
NOW, THEREFORE, in consideration of the mutual agreements, representations, warranties, covenants and
promises set forth below, the parties hereby represent, warrant and agree as follows:
Terms in this Agreement that are capitalized shall have the meanings set forth below or defined elsewhere in this
Agreement. All references to particular "Exhibits" and "Sections" mean Exhibits to and Sections of th