Common use of EIS Shares Clause in Contracts

EIS Shares. 4.5.1 Each of Elan and EIS represent, warrant and confirm to the other Parties that: (1) EIS is the legal and beneficial owner of the EIS Shares; (2) EIS has good and valid title to all of the EIS Shares free and clear of all pledges, liens, encumbrances or other claims or charges; and (3) EIS has the unrestricted power and authority to transfer the EIS Shares to Acorda in accordance with the terms of this Agreement. 4.5.2 For the avoidance of doubt, the Parties agree that the EIS Shares and the EPIL Shares represent all of the equity or securities of MS R & D to which Elan or any of its Affiliates was or, as of the Effective Date, is entitled to under any of the MS R & D Agreements.